Notice of Annual Meeting of Stockholders
New Orleans, Louisiana
March 29, 2000
To the Stockholders of ENTERGY CORPORATION:
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
Date: Friday, May 12, 2000
Time: 10:00 a.m. Central Daylight Time
Place: Sheraton New Orleans Hotel
500 Canal Street
New Orleans, Louisiana 70130
MATTERS TO BE VOTED ON
1. Election of Twelve Directors.
2. Ratification of the appointment of PricewaterhouseCoopers LLP as our
independent accountants for 2000.
/s/ Michael G. Thompson
Michael G. Thompson
Secretary
<PAGE>
TABLE OF CONTENTS
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS 1
MATTERS TO BE VOTED ON 1
PROXY STATEMENT 4
GENERAL INFORMATION ABOUT VOTING 4
WHO CAN VOTE 4
VOTING BY PROXIES. 4
HOW YOU MAY REVOKE YOUR PROXY INSTRUCTIONS 4
QUORUM REQUIREMENT 4
VOTES NECESSARY FOR ACTION TO BE TAKEN. 4
COST OF THIS PROXY SOLICITATION. 5
ATTENDING THE ANNUAL MEETING. 5
STOCKHOLDERS WHO OWN AT LEAST FIVE PERCENT 5
PROPOSAL 1 ELECTION OF DIRECTORS 6
GENERAL INFORMATION ABOUT NOMINEES 6
TERM OF OFFICE. 6
INFORMATION ABOUT THE NOMINEES. 6
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES 9
Audit Committee 9
Finance Committee 9
Personnel Committee 10
Nuclear Committee 10
Public Affairs Committee 10
Executive Committee 10
Director Affairs Committee 11
DIRECTOR COMPENSATION. 11
SERVICE AWARDS FOR DIRECTORS. 11
RETIREMENT FOR DIRECTORS 11
PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 11
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS 12
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. 12
AUDIT COMMITTEE REPORT. 13
REPORT OF PERSONNEL COMMITTEE ON EXECUTIVE COMPENSATION 14
COMPARISON OF FIVE YEAR CUMULATIVE RETURN 16
EXECUTIVE COMPENSATION TABLES 17
Summary Compensation Table 17
Option Grants to the Executive Officers in 1999 18
Aggregated Option Exercises in 1999 and December 31,
1999 Option Values 18
RETIREMENT INCOME PLAN 19
Retirement Income Plan Table 19
PENSION EQUALIZATION PAYMENTS. 19
SUPPLEMENTAL RETIREMENT PLANS. 19
SYSTEM EXECUTIVE RETIREMENT PLAN 19
System Executive Retirement Plan Table 20
EXECUTIVE EMPLOYMENT CONTRACTS AND RETIREMENT AGREEMENTS. 20
PROPOSAL 2 - APPOINTMENT OF INDEPENDENT ACCOUNTANTS 21
STOCKHOLDER PROPOSALS FOR 2001 MEETING. 22
AUDIT COMMITTEE CHARTER (Exhibit A) 23
<PAGE>
PROXY STATEMENT
Your vote is very important. For this reason, the Board of Directors is
requesting that you allow your Entergy Corporation Common Stock to be
represented at the Annual Meeting by J. Wayne Leonard, Paul W. Murrill and
Wm. Clifford Smith, the persons named as proxies on the enclosed proxy
card. This proxy statement has been prepared for the Board by our
management. The terms "we", "our", "Entergy" and the "Corporation" each
refer to Entergy Corporation. This proxy statement is being sent to our
stockholders on or about March 29, 2000.
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE. You are entitled to vote your Common Stock if our records
show that you held your shares as of March 14, 2000. At the close of
business on March 14, 2000, 234,207,274 shares of Common Stock were
outstanding and entitled to vote. Each share of Common Stock has one vote.
The enclosed proxy card shows the number of shares that you are entitled to
vote.
VOTING BY PROXIES. Of course, you may come to the meeting and vote your
shares in person. If your Common Stock is held by a broker, bank or other
nominee, you will receive instructions from them as to how your shares may
be voted in accordance with your instructions. Follow those instructions
carefully. If you hold your shares in your own name, you may instruct the
proxies as to how to vote your Common Stock by using the toll free
telephone number listed on the proxy card or by signing, dating and mailing
the proxy card in the postage paid envelope provided to you. Proxies
granted by either of these methods are valid under applicable state law.
When you use the telephone voting system, the system verifies that you are
a stockholder through the use of a Personal Identification Number assigned
to you. The telephone voting procedure allows you to instruct the proxies
as to how to vote your shares and confirms that your instructions have been
properly recorded. Your Personal Identification Number and specific
directions for using the telephone voting system are on the proxy card.
Whether you mail or telephone your instructions, the proxies will vote your
shares in accordance with those instructions. If you sign and return a
proxy card without giving specific voting instructions, your shares will be
voted as recommended by our Board of Directors. We are not currently aware
of any matters to be presented to the Annual Meeting other than those
described in this proxy statement. If any other matters are presented at
the meeting, the proxies will use their own judgment in determining how to
vote your shares. If the meeting is adjourned, your Common Stock may be
voted by the proxies on the new meeting date.
HOW YOU MAY REVOKE YOUR PROXY INSTRUCTIONS. To revoke your proxy
instructions, you must either advise the Secretary in writing before your
shares have been voted by the proxies at the meeting, deliver to us later
proxy instructions, or attend the meeting and vote your shares in person.
QUORUM REQUIREMENT. The Annual Meeting cannot be held unless a quorum
equal to a majority of the outstanding shares entitled to vote is
represented at the meeting. If you have returned valid proxy instructions
or attend the meeting in person, your shares will be counted to determine
whether there is a quorum, even if you wish to abstain from voting on some
or all matters introduced at the meeting. "Broker non-votes" also count
for quorum purposes. If you hold your Common Stock through a broker, bank
or other nominee, it may only vote those shares in accordance with your
instructions. However, if it has not received your instructions by a
specified date, it may vote on matters that the New York Stock Exchange has
determined to be routine. All matters to be voted on at the Annual Meeting
are considered to be routine.
VOTES NECESSARY FOR ACTION TO BE TAKEN. Twelve directors will be elected
at the meeting, meaning that the twelve nominees receiving the most votes
will be elected. Abstentions will have no effect on the outcome of the
election of directors. For the proposal to be adopted, it must receive a
majority of the outstanding shares of the quorum. In those cases,
abstentions will be counted as votes against the proposal.
COST OF THIS PROXY SOLICITATION. We will pay the cost of this proxy
solicitation. In addition to soliciting proxies by mail, we expect that
certain of our employees may solicit stockholders for their proxies,
personally and by telephone. None of these employees will receive any
additional or special compensation for doing so. We have retained Morrow &
Co. Inc. for a fee of $12,500, plus reasonable out-of-pocket costs and
expenses, to assist in the solicitation of proxies. We will, upon request,
reimburse brokers, banks and other nominees for their expenses in sending
proxy materials to their principals and obtaining their proxies.
ATTENDING THE ANNUAL MEETING. If you are a holder of record and you plan
to attend the Annual Meeting, please come to the registration desk before
the meeting. If you are a beneficial owner of Common Stock held by a bank
or broker (i. e., in "street name"), you will need proof of ownership of
your Common Stock as of March 14, 2000 to be admitted to the meeting. A
recent brokerage statement or letter from a bank or broker are examples of
proof of ownership. If you want to vote in person your shares of Common
Stock held in street name, you must obtain a proxy in your name from the
registered holder.
STOCKHOLDERS WHO OWN AT LEAST FIVE PERCENT. A stockholder "beneficially
owns" Common Stock by having the power to vote or dispose of the Common
Stock, or to acquire the Common Stock within 60 days. Stockholders who
beneficially own at least five percent of the Common Stock are required to
file certain reports with the Securities and Exchange Commission. Based on
these reports, the following beneficial owners have reported their
ownership as of December 31, 1999:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Barrow, Hanley, Mewhinney
& Strauss, Inc. ("BHM&S") 28,711,268 (1) 11.6%
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, Texas 75204-2429
FMR Corp ("FMR") 17,468,364 (2) 7.1%
82 Devonshire Street
Boston, Massachusetts 02109
Franklin Resources, Inc. ("FRI") 17,262,204 (3) 7.2%
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, California 94403-7777
Putnam Investments, Inc. 15,485,026 (4) 6.4%
One Post Office Square
Boston, Massachusetts 02109
(1)Barrow, Hanley, Mewhinney & Strauss, Inc. has indicated that it has
sole voting power over all 28,711,268 shares, sole investment power over
6,676,668 shares and shared voting power over 22,034,600 shares. Barrow,
Hanley also advised the Company that it is a registered investment
advisor and these shares are held on behalf of various clients. These
shares include 19,980,400 shares (8.28%) held on behalf of the Vanguard
Windsor Funds-Vanguard Windsor II Fund, The Vanguard Group, 455 Devon
Park Drive, Wayne, Pennsylvania 19087-1815.
(2)FMR may not vote or transfer this Common Stock. The shares are
beneficially owned by two wholly owned subsidiaries of FMR each of which
may vote and transfer the shares beneficially owned by it. Fidelity
Management and Research Company beneficially owns and has shared
investment power over 15,709,900 shares and Fidelity Management Trust
Company beneficially owns and has shared investment power over 1,753,864
shares. The remaining 4, 600 shares are beneficially owned and may be
voted and transferred by Fidelity International Limited, a Bermudan
joint stock company and former majority-owned subsidiary of Fidelity
Management and Research Company.
(3)FRI may not vote or transfer this Common Stock. These shares are
beneficially owned by one or more investment companies or other managed
accounts, which are advised by investment advisory subsidiaries of FRI.
Those subsidiaries, Franklin Advisors, Inc., Templeton Global Advisors,
Limited, Templeton/Franklin Investment Services, Inc., Templeton
Investment Management Limited, and Franklin Advisory Services, LLC.,
may vote and transfer 5,330,300, 10,883,049, 13,855, 35,000, and
1,000,000, respectively.
(4)Putnam Investments, Inc., a wholly owned subsidiary of Marsh &
McLennan Companies, Inc., wholly owns two registered investment advisers:
Putman Investment Management, Inc. and The Putnam Advisory Company, Inc.
which beneficially own and have shared investment power over 14,933,086
and 551,940 shares, respectively. Putnam Investments, Inc. has shared
voting power as to 456,936 shares.
PROPOSAL 1 ELECTION OF DIRECTORS
GENERAL INFORMATION ABOUT NOMINEES
All nominees are currently members of the Board. Each has agreed to be
named in this proxy statement and to serve if elected. Except where
authority to vote for one or more nominee(s) is withheld, the proxies will
vote all Common Stock represented by an executed proxy equally for the
election of the nominees listed below.
TERM OF OFFICE. Directors are elected annually to serve a term of one year
and until the next annual meeting of stockholders and the election of their
successors.
INFORMATION ABOUT THE NOMINEES. The following biographical information was
supplied by each nominee. Unless stated otherwise, all nominees have been
continuously employed in their present positions for more than five years.
The age of each individual is as of December 31, 1999.
W. FRANK BLOUNT Age 61 Director Since 1987
Kiawah Island, South Carolina
o Former Chief Executive Officer and Director of Telstra
Communications Corporation (Australian- telecommunications
company)
o Director of First Union National Bank of Georgia;
Caterpillar, Inc.; BHP, Ltd.; National Australia Bank;
Pioneer International; Alcatel Ltd.; Alcatel USA; and
Adtran, Inc.
VADM. GEORGE W. DAVIS Age 66 Director Since 1998
USN (Ret.)
Columbia, South Carolina
o Retired Director, President and Chief Operating Officer
of Boston Edison Company (utility company)
o Vice Admiral (retired) U.S. Navy and former Commander Naval
Surface Force, Pacific
o Director of The University of Chicago's Board of Governors
for Argonne National Laboratories
o Former Chairman of the Board for the National Nuclear
Accrediting Board for the Institute of Nuclear Power Operations
DR. NORMAN C. FRANCIS Age 68 Director Since 1994
New Orleans, Louisiana
o President of Xavier University of Louisiana, New Orleans,
Louisiana
o Director of The Equitable Life Assurance Society of the
United States, New York, New York; Liberty Bank & Trust,
New Orleans, Louisiana; and Piccadilly Cafeterias Inc.,
Baton Rouge, Louisiana
o Member of the Advisory Board of The Times Picayune Publishing
Co., New Orleans, Louisiana
o Chairman of the Board for the Southern Education Foundation,
Atlanta, Georgia
o Former Chairman of the Board of Trustees, Educational Testing
Service, Princeton, New Jersey
o Chairman of the Advisory Board for the Local Initiative
Support Corporation, New Orleans, Louisiana
J. WAYNE LEONARD Age 49 Director Since 1999
New Orleans, Louisiana
o Chief Executive Officer of Entergy and Entergy Services, Inc.,
January 1999-present
o Director of Entergy Arkansas, Inc.; Entergy Gulf States, Inc.;
Entergy Louisiana, Inc.; Entergy Mississippi, Inc.; Entergy
New Orleans, Inc.; and Entergy Services, Inc.; June 1998-1999.
o Chief Operating Officer, Entergy Arkansas, Inc.; Entergy Gulf
States, Inc.; Entergy Louisiana, Inc.; Entergy Mississippi,
Inc.; and Entergy New Orleans; Inc.; March-December, 1998
ROBERT v.d. LUFT Age 64 Director Since 1992
Chadds Ford, Pennsylvania
o Chairman of the Board, Entergy
o Acting Chief Executive Officer of Entergy, May-December 1998
o Former Chairman of the Board of DuPont Dow Elastomers
o Retired Senior Vice President-DuPont and President-DuPont
Europe (industrial products, fibers, petroleum, chemicals,
and specialty products businesses)
o Retired Chairman of Dupont International
o Member of the Board of Visitors, School of Engineering,
University of Pittsburgh
THOMAS F. "MACK" MCLARTY, III Age 53 Director Since 1999
Little Rock, Arkansas
o Chairman of the Board of the McLarty Companies (automobile
dealership group and private investments)
o President and CEO of Asbury Arkansas Automotive, LLC
(automobile dealership group)
o Vice Chairman of Kissinger McLarty Associates
(Washington/New York based strategic advisory firm)
o Director of Acxiom Corporation (data and information
technology)
o Former White House Special Envoy to the Americas
o Former Chief of Staff and Counselor to President Clinton
o Former member of National Economic Council
o Former member of the St. Louis Federal Reserve Board
o Former member of the National Petroleum Council and the
National Council on Environmental Quality
o Former Chief Executive Officer of Arkla, Inc. (natural
gas company)
DR. PAUL W. MURRILL Age 65 Director Since 1993
Baton Rouge, Louisiana
o Chairman of the Board of Piccadilly Cafeterias, Inc., Baton
Rouge, Louisiana
o Former Chancellor of Louisiana State University and A&M
College, Baton Rouge, Louisiana
o Retired Chairman of the Board and Chief Executive Officer
of Entergy Gulf States, Inc.
o Director of ChemFirst, Inc., Jackson, Mississippi; Tidewater,
Inc., New Orleans, Louisiana; Zygo Corporation, Middlefield,
Connecticut; and Howell Corporation, Houston, Texas
o Chairman of Trustees, Burden Foundation
JAMES R. NICHOLS Age 61 Director Since 1986
Boston, Massachusetts
o Partner, Nichols & Pratt (family trustees), Attorney and
Chartered Financial Analyst
o Partner, Nichols & Pratt Advisors (registered investment
adviser)
o Life Trustee of the Boston Museum of Science
WILLIAM A. PERCY, II Age 60 Director Since 2000
Greenville, Mississippi
o President and Chief Executive Officer of Greenville Compress
Company (commercial warehouse and real estate), Greenville, MS
o Partner, Trail Lake Enterprises (cotton farm and gin)
o Director of ChemFirst Inc., Mississippi Chemical Corporation
and Farmers Grain Terminal (regional grain co-op)
o Chairman of Staple Cotton (regional grain co-op) and
Enterprise Corporation of the Delta (a non-profit economic
development corporation)
DENNIS H. REILLEY Age 46 Director Since 1999
Danbury, Connecticut
o President and Chief Executive Officer of PRAXAIR, Inc.
(industrial gases)
o Former Executive Vice President & Chief Operating Officer
of Dupont
o Former Senior Vice President of DuPont
o Former Vice President and General Manager of DuPont White
Pigment & Mineral Products
o Former Vice President and General Manager of DuPont Specialty
Chemicals
o Former Vice President and General Manager of DuPont Lycrar
/Terathaner
o Director of Chemical Manufacturers Association
WM. CLIFFORD SMITH Age 64 Director Since 1983
Houma, Louisiana
o President of T. Baker Smith & Son, Inc. (consultants - civil
engineering and land surveying). During 1999, T. Baker Smith
& Son, Inc. performed land-surveying services for Entergy
companies and was paid approximately $202,996. Mr. Smith's
children own 100% of the voting stock of T. Baker Smith &
Son, Inc.
BISMARK A. STEINHAGEN Age 65 Director Since 1993
Beaumont, Texas
o Chairman of the Board of Steinhagen Oil Company, Inc.
(oil and gasoline distributor), Beaumont, Texas
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
In 1999, the Board of Directors met seven times. Reference to the "Board"
means to the Board of Directors. In addition to meetings of the Board,
directors attended meetings of separate Board Committees. All nominees who
are now directors attended at least 75% of the meetings of the Board and
committees on which they serve.
COMMITTEES OF THE BOARD. The Board of Directors has seven standing
committees.
Audit Committee. 7 meetings in 1999
Present Members: James R. Nichols (Chairman)
George W. Davis
Dennis H. Reilley
Wm. Clifford Smith
Functions: Discusses the audit results with management and
independent accountants.
Reviews internal controls, financial reporting and
other financial matters.
Reports to the Board and makes recommendations relevant
to the audit.
Finance Committee. 7 meetings in 1999
Present Members: W. Frank Blount (Chairman)
Robert v.d. Luft
Paul W. Murrill
James R. Nichols
Eugene H. Owen
Wm. Clifford Smith
Function: Reviews all financial, budgeting and banking policies.
Makes recommendations to the Board concerning
financial transactions and the sale of securities.
Personnel Committee.7 meetings in 1999
Present Members: Norman C. Francis (Chairman)
Paul W. Murrill
Dennis H. Reilley
William A. Percy, II
Functions: Reviews major employee relations matters, employment
practices, compensation and employee benefit plans.
Reviews officer performance and makes
recommendations to the Board concerning officer
compensation.
Nuclear Committee. 10 meetings in 1999
Present Members: Kinnaird R. McKee (Chairman)
George W. Davis
Eugene H. Owen
Bismark A. Steinhagen
Functions: Provides non-management oversight and review of all the
Corporation's nuclear generating plants, focusing on
safety, operating performance, operating costs, staffing
and training.
Consults with management concerning internal and
external nuclear related issues.
Reports to the Board with respect to the Corporation's
nuclear facilities.
Public Affairs
Committee. 4 meetings in 1999
Present Members: Bismark A. Steinhagen (Chairman)
J. Wayne Leonard
Thomas F. McLarty, III
William A. Percy, II
Functions: Advises and counsels management regarding governmental,
regulatory and public relations matters.
Makes recommendations to the Board regarding public
policy issues and equal opportunity in all corporate
relationships.
Executive Committee.2 meetings during 1999
Present Members: Robert v.d. Luft (Chairman)
J. Wayne Leonard
W. Frank Blount
Norman C. Francis
James R. Nichols
Functions: May exercise Board powers with respect to management
and the business affairs of the Corporation between
Board meetings.
Reports all actions to the Board.
Director Affairs
Committee. 4 meetings in 1999
Present Members: Eugene H. Owen (Chairman)
Norman C. Francis
Robert v.d. Luft
Kinnaird R. McKee
Functions: Advises and counsels the Board on all matters concerning
Directors, including committee memberships, compensation
and performance.
Searches for and screens new nominees for positions on
the Board.
Considers qualified candidates for director nominated
by shareholders; provided, however, that written notice
of any shareholder nominations must be received by the
Secretary of the Corporation not less than 60 days nor
more than 85 days prior to the anniversary date of the
immediately preceding year's annual meeting.
DIRECTOR COMPENSATION. Directors who are Entergy officers do not receive
any fee for service as a director. Each non-employee director receives a
fee of $1,500 for attendance at Board meetings, $1,000 for attendance at
committee meetings scheduled in conjunction with Board meetings, and $2,000
for attendance at committee meetings not scheduled in conjunction with a
Board meeting. Directors also receive $1,000 for participation in any
inspection trip or conference not held in conjunction with a Board or
Committee meeting. In addition, committee chairpersons are paid an
additional $5,000 annually. Directors receive only one-half the fees set
forth above for telephone attendance at Board or committee meetings. All
non-employee directors receive on a quarterly basis 150 shares of Common
Stock and one-half the value of the 150 shares in cash. Mr. Luft is paid
$200,000 annually to serve as Chairman of the Board.
SERVICE AWARDS FOR DIRECTORS. All non-employee directors are credited with
800 "phantom" shares of Common Stock for each year of service on the Board
up to a maximum of ten years. The "phantom" shares are credited to a
specific account for each director that is maintained solely for accounting
purposes. After separation from Board service, these directors receive an
amount in cash equal to the value of their accumulated "phantom" shares.
Payments are made in at least five but no more than 15 annual payments.
Each "phantom" share is assigned a value on its payment date equal to the
value of a share of Common Stock on that date. Dividends are earned on
each "phantom" share from the date of original crediting.
RETIREMENT FOR DIRECTORS. Before Entergy Gulf States, Inc. became a
subsidiary of Entergy, it established a deferred compensation plan for its
officers and non-employee directors. A director could defer a maximum of
100% of his salary, and an officer could defer up to a maximum of 50% of
his salary. Both Dr. Murrill, as an officer, and Mr. Steinhagen, as a
director, deferred their salaries. The directors' right to receive this
deferred compensation is an unsecured obligation of the Corporation, which
accrues simple interest compounded annually at the rate set by Entergy Gulf
States, Inc. in 1985. In addition to payments received prior to 1997, on
January 1, 2000, Dr. Murrill began to receive his deferred compensation
plus interest in equal installments annually for 15 years. Beginning on
the January 1 after Mr. Steinhagen turns 70, he will receive his deferred
compensation plus interest in equal installments annually for 10 years.
PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Francis (Chairman), Murrill, and Reilley served during 1999 as
members of the Personnel Committee of the Board. None of these directors
was, during 1999, an officer or employee of Entergy or any of its
subsidiaries. Dr. Murrill is the retired Chairman of the Board and Chief
Executive Officer of Entergy Gulf States, Inc.
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
The table below shows how much Common Stock each current director, nominee,
and executive officer named in the "Summary Compensation Table" on page 17
beneficially owned as of December 31, 1999, as well as how much they and
the other executive officers beneficially owned as a group. This
information has been furnished by each individual. Each individual has
sole voting and investment power, unless otherwise indicated. The amount
of Common Stock owned by all directors, nominees and executive officers as
a group totals less than 1% of the outstanding Common Stock.
<TABLE>
<CAPTION>
Entergy Corporation Common Stock
Amount and Nature Amount and Nature
of Beneficial of Beneficial
Ownership Ownership
Sole Voting Other Sole Voting Other
and Beneficial and Beneficial
Investment Ownership Investment Ownership
Name Power (a) Name Power (a)
<S> <C> <C> <C> <C> <C>
W. Frank Blount 6,234 - Thomas F. McLarty, III 300 -
VADM. George W. Davis 900 - Dr. Paul W. Murrill 2,682 -
Dr. Norman C. Francis 2,100 - James R. Nichols 15,614 -
Frank F. Gallaher 5,706 45,000 William A. Percy, III - (b) -
Donald C. Hintz 2,095 55,000 Dennis H. Reilley 300 -
Jerry D. Jackson 20,998 51,911 Wm. Clifford Smith 8,520 -
J. Wayne Leonard 5,594 - Bismark A. Steinhagen 9,047 -
Robert v.d. Luft 14,522 40,000 C. John Wilder 8,666 -
Jerry L. Maulden 16,587 32,500
All directors, nominees, 136,086 247,411
and executive officers
(a) Includes Common Stock in the form of stock options that are currently
exercisable as follows: Mr. Gallaher, 45,000 shares; Mr. Hintz, 55,000
shares; Mr. Jackson, 51,911 shares; Mr. Luft, 40,000 shares; and Mr.
Maulden, 32,500 shares.
(b) Mr. Percy was elected to the Board of Directors on January 16, 2000
and now owns 100 shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Directors and
certain executive officers must file reports with the Securities and
Exchange Commission indicating their ownership of any equity securities of
the Corporation at the time they became a director or executive officer.
Thereafter, reports must be filed to update any changes in ownership. In
1999, all directors' and officers' reports were correctly filed, except
that the Form 3 of Nathan E. Langston, an officer of the Company,
originally over-reported by 970 the maximum number of Company shares he
could receive under the Company's 1998-2000 Long-Term Incentive Plan. The
correct maximum was 3,530 shares and this correction has now been reported.
<PAGE>
AUDIT COMMITTEE REPORT
The Entergy Corporation Board of Directors' Audit Committee is comprised of
four directors who are not officers of the Company. Under currently
applicable rules, all members are independent, although one member would
not be considered independent under newly adopted rules of the New York
Stock Exchange, which are not yet effective. The Board of Directors has
adopted a written charter for the Audit Committee, which is included as an
Appendix to this Proxy Statement.
The Committee held seven meetings during 1999. The meetings were designed
to facilitate and encourage private communication between the Committee and
the internal auditors and the Company's independent public accountants,
PricewaterhouseCoopers.
During these meetings, the Committee reviewed and discussed the audited
financial statements with management and PricewaterhouseCoopers. The Audit
Committee believes that management maintains an effective system of
internal controls which results in fairly presented financial statements.
Based on these discussions, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in Entergy's
Annual Report on Form 10-K.
The discussions with PricewaterhouseCoopers also included the matters
required by Statement on Auditing Standards No. 61. The Audit Committee
received from PricewaterhouseCoopers written disclosures and the letter
regarding its independence as required by Independence Standards Board
Standard No. 1. This information was discussed with
PricewaterhouseCoopers.
The Audit Committee of the Board of Directors of Entergy Corporation
James R. Nichols, Chairman Dennis H. Reilley
George W. Davis Wm. Clifford Smith
<PAGE>
REPORT OF PERSONNEL COMMITTEE ON EXECUTIVE COMPENSATION
The Personnel Committee of the Entergy Corporation Board of Directors
(Committee) reviews and makes recommendations to the Board regarding all
aspects of executive compensation including the adoption of, or amendments
to, the various compensation, incentives and benefit plans/programs
maintained for officers and other key management employees of the
Corporation.
The Corporation's executive compensation programs provide competitive
rewards designed to attract, retain and motivate key management employees
who are critical to the Corporation's success. For 1999, the Committee
assessed the competitiveness of its compensation programs to a peer group
of similar-sized electric utility companies (based on revenue).
For 1999, this peer group was used for all components of Entergy's
compensation including base salary and incentives (both annual and long-
term). An executive's total compensation package was targeted at the
median of total compensation within this peer group. Incentive plans
provided opportunities for executives to earn compensation at a level above
or below the median level for this peer group, based upon performance
targets approved by the Board. The total executive compensation package
consisted of the following four major components:
1. Base Salary
Base salary was set through a comparison with companies in the compensation
peer group. As a result of this comparison, the Board of Directors granted
to Mr. Leonard an increase, during 1999, as reflected in the "Summary
Compensation Table" on page 17.
2. Benefits and Perquisites
Executives were eligible to participate in Entergy's pension plan(s), in
addition to the Company's standard medical, dental, life insurance and long-
term disability coverage. Executives were not provided executive
perquisites during 1999, because all perquisites were eliminated in August
1998.
3. Annual Incentive Compensation
Each executive's annual incentive compensation is based on the attainment
of key strategic goals and objectives including improvement in earnings per
share, operating cash flows, control of operation and maintenance costs,
customer satisfaction and transition to a competitive environment. These
measures have varying weights and are specifically tailored to each
executive's responsibilities. For 1999, Mr. Leonard received an annual
incentive award of $840,000.
4. Long-Term Incentive Compensation
In 1998, the Board of Directors adopted a three-year, performance-based,
Long-Term Incentive Plan, which spans the period of 1998 through 2000.
Under this Long-Term Incentive Plan, the Corporation must achieve pre-set
levels of performance measured against a selected group of other companies
in the area of total return to shareholders and pre-set levels of return on
capital over the three-year performance period.
Stock option grants are considered on an annual cycle (i.e., in January of
each year) and are based upon each executive's (i.e., grantee's)
performance, as reviewed by the Committee. Mr. Leonard's 135,000 stock
option grant in 1999, for 1998's performance, is outlined in the stock
options table on page 18. In addition to these stock options, Mr. Leonard
received a 120,000 stock option grant in 1999 for that year's performance.
Both awards were funded under the 1998 Equity Ownership Plan.
o Total Compensation
As reported in the "Summary Compensation Table," during 1999, Mr. Leonard's
participation in each of Entergy's compensation components was as follows:
o Base Salary 35%
o Bonus 39%
o Long-Term Incentive Compensation
o Performance Shares (LTIP) 0%
o Stock Options* 26%
o All Other Compensation 0%
* Please note that this number includes the 120,000 stock options granted
for 1999. A Black Scholes model price of $4.68 is assumed for the stock
options.
o Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code generally disallows an income
tax deduction to public companies for individual compensation over one
million dollars, paid to the Company's Chief Executive Officer and to the
four other most highly paid executives, unless certain requirements are
met. Key requirements include that 1) compensation over $1 million must be
performance-based and 2) incentive plans must be approved by shareholders.
All of Entergy's incentive plans meet the requirements of the Internal
Revenue Code for deductibility. As a result, no executive officers earned
compensation in excess of $1 million in 1999 that was not tax deductible.
Personnel Committee Members:
Mr. Norman C. Francis, Chairman
Dr. Paul W. Murrill
Mr. Dennis H. Reilley
Mr. William A. Percy, II
COMPARISON OF FIVE YEAR CUMULATIVE RETURN. The following graph compares
the performance of the Common Stock of the Corporation to the S&P 500 Index
and the S&P Electric Utilities Index (each of which includes the
Corporation) for the last five years.
Years ended December 31,
1994 1995 1996 1997 1998 1999
Entergy $100 142 143 164 179 155
S&P 500 (2) $100 137 168 224 287 347
S&P EUI (2) $100 130 130 162 186 151
(1)Assumes $100 invested at the closing price on December 30, 1994, in
Entergy Common Stock, the S&P 500, and the S&P Electric Utilities Index,
and reinvestment of all dividends.
(2)Cumulative total returns calculated from the S&P 500 Index and S&P
Electric Utilities Index maintained by Standard & Poor's Corporation.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards
Restricted Securities
Other Annual Stock Underlying All Other
Name and Principal Position Year Salary Bonus Compensation Awards Options Compensation(a)
<S> <C> <C> <C> <C> <C> <C> <C>
J. Wayne Leonard 1999 $771,938 $ 840,000 $ 2,570 (b) 255,000 shares $ 0
Chief Executive Officer 1998 412,843 1,145,416 65,787 $796,860(b)(c) 0 18,125
Frank F. Gallaher 1999 $401,161 $ 303,855 $38,496 (b) 39,500 shares $13,545
Senior Vice President, 1998 382,829 280,747 89,137 (b) 2,500 12,396
Generation, Transmission, and 1997 327,385 0 11,132 (b) 5,000 9,822
Energy Management
Donald C. Hintz 1999 $535,713 $ 495,000 $76,188 (b) 272,000 shares $22,156
President 1998 423,379 310,571 28,508 (b) 2,500 14,236
1997 365,077 0 18,245 (b) 5,000 10,952
Jerry D. Jackson 1999 $442,809 $ 403,554 $39,670 (b) 94,000 shares $15,497
Executive Vice President 1998 408,456 348,156 59,630 (b) 2,500 13,849
1997 342,077 0 56,359 (b) 5,000 10,262
Jerry L. Maulden (d) 1999 $475,939 $ 428,345 $121,089 (b) 47,000 shares $18,833
Vice Chairman 1998 476,287 388,022 42,712 (b) 2,500 17,782
1997 445,615 0 67,485 (b) 5,000 13,369
C. John Wilder 1999 $445,191 $ 406,693 $119,878 (b) 52,500 shares $20,035
Executive Vice President and 1998 201,413 513,106 7,255 $758,560(b)(c) 0 3,300
Chief Financial Officer
</TABLE>
(a) Includes the following:
(1) 1999 benefit accruals under the Defined Contribution Restoration Plan
as follows: Mr. Gallaher $8,745; Mr. Hintz $13,493; Mr. Jackson $10,697;
Mr. Maulden $14,033; and Mr. Wilder $8,832.
(2) 1999 employer contributions to the System Savings Plan of $4,800 each
for Mr. Gallaher, Mr. Hintz, Mr. Jackson, and Mr. Maulden, and $4,400 for
Mr. Wilder.
(3) 1999 reimbursements for moving expenses as follows: Mr. Hintz $3,863,
and Mr. Wilder $6,803
(b)There were no restricted stock awards in 1999 under the Equity
Ownership Plan. At December 31, 1999, the number and value of the
aggregate restricted stock holdings were as follows: Mr. Gallaher 7,497
shares, $193,048; Mr. Hintz 27,006 shares, $695,405; Mr. Jackson 27,000
shares, $695,250; Mr. Leonard 75,080 shares, $1,933,310; Mr. Maulden 8,993
shares, $231,570; and Mr. Wilder 39,111 shares, $1,007,108. Accumulated
dividends are paid on restricted stock when vested. No restrictions were
lifted in 1999, 1998 and 1997 under the Equity Ownership Plan. The value
of restricted stock holdings as of December 31, 1999 are determined by
multiplying the total number of shares awarded by the closing market price
of Entergy Corporation common stock on the New York Stock Exchange
Composite Transactions on December 31, 1999 ($25.75 per share). Restricted
stock awarded will best on December 31, 2000 subject to the attainment of
approved performance goals for Entergy.
(c)In addition to the restricted shares granted under the Equity
Ownership Plan, in 1998 Mr. Leonard and Mr. Wilder were granted 30,000 and
26,000 additional restricted shares, respectively. Restricted shares
awarded will vest in equal increments, annually, over a three-year period,
beginning in 1999, based on continued service with Entergy. The value Mr.
Leonard and Mr. Wilder may realize is dependent upon both the number of
shares that vest and the future market price of Entergy common stock.
Accumulated dividends are not paid on Mr. Leonard's 30,000 shares and
21,000 shares of Mr. Wilder's restricted stock when vested. Accumulated
dividends will be paid on 5,000 shares of Mr. Wilder's restricted stock
when vested.
(d)Mr. Maulden retired effective December 31, 1999, but had no
organizational responsibilities effective April 1, 1999.
<TABLE>
<CAPTION>
Option Grants to the Executive Officers in 1999
Individual Grants Potential Realizable
% of Total Value
Number of Options at Assumed Annual
Securities Granted to Exercise Rates of Stock
Underlying Employees Price Price Appreciation
Options in (per Expiration for Option Term(c)
Name Granted 1999 share) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
J. Wayne Leonard 255,000(a) 4.8% $29.9375 1/28/09 $4,801,021 $12,166,730
Frank F. Gallaher 39,500(a) 0.7% 29.9375 1/28/09 743,688 1,884,650
Donald C. Hintz 72,000(a) 1.3% 29.9375 1/28/09 1,355,582 3,435,312
Donald C. Hintz 200,000(b) 3.7% 30.4375 2/01/09 3,828,396 9,701,907
Jerry D. Jackson 94,000(a) 1.8% 29.9375 1/28/09 1,769,788 4,484,991
Jerry L. Maulden 47,000(a) 0.9% 29.9375 1/28/09 884,894 2,242,495
C. John Wilder 52,500(a) 1.0% 29.9375 1/28/09 988,454 2,504,936
</TABLE>
(a) Options were granted on January 28, 1999, pursuant to the Equity
Ownership Plan. All options granted on this date have an exercise price
equal to the closing price of Entergy common stock on the New York Stock
Exchange Composite Transactions on January 28, 1999. These options will
vest in equal increments, annually, over a three-year period beginning in
2000.
(b) Options were granted on February 1, 1999 pursuant to Mr. Hintz's new
employment agreement. These options have an exercise price equal to
the closing price of Entergy common stock on the New York Stock
Exchange Composite Transactions on February 1, 1999. These options
will vest in equal increments, annually, over a five-year period
beginning in 2000.
(c) Calculation based on the market price of the underlying securities
assuming the market price increases over a ten-year option period and
assuming annual compounding. The column presents estimates of
potential values based on simple mathematical assumptions. The actual
value, if any, an executive officer may realize is dependent upon the
market price on the date of option exercise.
Aggregated Option Exercises in 1999 and December 31, 1999 Option Values (a)
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
as of December 31, 1999 as of December 31, 1999(b)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
J. Wayne Leonard - 255,000 $ - $ -
Frank F. Gallaher 45,000 39,500 127,813 -
Donald C. Hintz 55,000 272,000 133,750 -
Jerry D. Jackson 51,911 94,000 121,875 -
Jerry L. Maulden 32,500 47,000 11,875 -
C. John Wilder - 52,500 - -
</TABLE>
(a)No Named Executive Officer exercised options during 1999.
(b)Based on the difference between the closing price of Common Stock on
the New York Stock Exchange Composite Transactions on December 31, 1999,
and the option exercise price.
RETIREMENT INCOME PLAN. The Corporation has a defined benefit plan for
employees, including executive officers, that provides for a retirement
benefit calculated by multiplying the number of years of employment by 1.5%
which is then multiplied by the final average pay. A single employee
receives a lifetime annuity and a married employee receives a reduced
benefit with a 50% surviving spouse annuity. Retirement benefits are not
subject to any deduction for social security or other offset amounts. The
credited years of service under the plan, as of December 31, 1999, were for
Mr. Gallaher (30), for Mr. Leonard (2), and for Mr. Maulden (34). Because
they entered into supplemental retirement agreements, the credited years of
service under this plan were for Mr. Hintz (28), for Mr. Jackson (20), and
for Mr. Wilder (16).
The following table shows the annual retirement benefits that would be paid
at normal retirement (age 65 or later) and includes covered compensation
for the executive officers included in the salary column of the summary
compensation table on page 17.
Retirement Income Plan Table (1)
Annual
Covered Years of Service
Compensation 15 20 25 30 35
$100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500
200,000 45,000 60,000 75,000 90,000 105,000
300,000 67,500 90,000 112,500 135,000 157,500
400,000 90,000 120,000 150,000 180,000 210,000
500,000 112,500 150,000 187,500 225,000 262,500
650,000 146,250 195,000 243,750 292,500 341,250
950,000 213,750 285,000 356,250 427,500 498,750
(1) Benefits are shown for various rates of final average pay, which is
the highest salary earned in any consecutive 60 months during the last 120
months of employment.
PENSION EQUALIZATION PAYMENTS. Supplemental retirement benefits are
provided to all executive officers and other participants whose benefits
are limited under the qualified plans by applicable federal tax laws and
regulations equal to the difference between the benefits that would have
been payable under the qualified plans but for the applicable limitations
and the benefits that are indicated in the above referenced pension table.
SUPPLEMENTAL RETIREMENT PLANS. Two other supplemental plans are offered to
executive officers. Executives may participate in one or the other of
these supplemental plans at the invitation of the Corporation. These plans
provide that a participant may receive a monthly payment for 120 months.
The amount of monthly payment shall not exceed 2.5% or 3.33%, depending
upon the plan, of the participant's average basic annual pay (as defined in
the plans). Current estimates indicate that the annual payments to any
executive officer under either of these two plans would be less than the
payments to that officer under the System Executive Retirement Plan
discussed below.
SYSTEM EXECUTIVE RETIREMENT PLAN. This executive plan is an unfunded
defined benefit plan for senior executives, that includes all of the
executive officers named in the Summary Compensation Table. Executive
officers can choose, at retirement, between the retirement benefits paid
under provisions of this plan or those payable under the supplemental
retirement plans discussed above. The plan was amended in 1998 to provide
that covered pay is the average of the highest three years annual base pay
and incentive compensation earned by the executive during the ten years
immediately preceding his retirement. Benefits are calculated by
multiplying the covered pay times the maximum pay replacement ratios of
55%, 60%, or 65% (dependent on job rating at retirement) that are attained
at 30 years of credited service. The ratios are reduced for each year of
employment below 30 years. The amended plan provides that the single
employee receives a lifetime annuity and a married employee receives the
reduced benefit with a 50% surviving spouse annuity. These retirement
payments are guaranteed for ten years, but are offset by any and all
defined benefit plan payments from the Corporation and from prior
employers. These payments are not subject to social security offsets.
Receipt of benefits under any of the supplemental retirement plans
described above is contingent upon several factors. The participant must
agree not to take any employment after retirement with any entity that is
in competition with or similar in nature to the Corporation or any
affiliated company. Benefits are forfeitable for various reasons,
including a violation of an agreement with the Corporation or resignation
or termination of employment for any reason without the Corporation's
permission.
The credited years of service for the Named Executive Officers under the
system executive retirement plan are as follows: Mr. Gallaher (30), Mr.
Hintz (28), and Mr. Jackson (26), Mr. Maulden (34), and Mr. Wilder (1).
Mr. Maulden's retirement benefits are discussed below. His benefits will
be calculated based on his final annual base pay and incentive awards, with
no reduction on the surviving spouse annuity, the provisions in effect
prior to the amendment to the plan.
The following table shows the annual retirement benefits that would be paid
at normal retirement (age 65 or later).
System Executive Retirement Plan Table (1)
Annual
Covered Years of Service
Pay 10 15 20 25 30+
$200,000 $60,000 $ 90,000 $ 100,000 $ 110,000 $ 120,000
300,000 90,000 135,000 150,000 165,000 180,000
400,000 120,000 180,000 200,000 220,000 240,000
500,000 150,000 225,000 250,000 275,000 300,000
600,000 180,000 270,000 300,000 330,000 360,000
700,000 210,000 315,000 350,000 385,000 420,000
1,000,000 300,000 450,000 500,000 550,000 600,000
(1) Covered pay includes the average of the three highest years of annual
base pay and incentive awards earned by the executive during the ten
years immediately preceding retirement. Benefits shown are
based on a replacement ratio of 50% based on the years of service
and covered pay shown. The benefits for 10, 15, and 20 or more years
of service at 45% and 55% replacement levels would decrease (in the
case of 45%) or increase (in the case of 55%) by the following
percentages: 3.0%, 4.5%, and 5.0%, respectively.
EXECUTIVE EMPLOYMENT CONTRACTS AND RETIREMENT AGREEMENTS. In connection
with his early retirement, Mr. Maulden entered into an agreement with
Entergy. Effective April 1, 1999, Mr. Maulden continued to serve as Vice
Chairman, and continued to receive his base salary, incentive pay and all
other benefits but will no longer be responsible for any organizational
responsibilities. Commencing on December 31,1999, his retirement date, Mr.
Maulden will receive retirement benefits as though he had continued as an
active employee until age 65 without the application of 2% per year early
retirement discount factor. In addition, the Company has agreed to fund a
named chair to honor Mr. Maulden at the University of Arkansas at Little
Rock for $1,000,000. The funding will be made in four equal installments
paid directly to the University, the first paid on April 1, 1999, and
thereafter on April 1, 2000, 2001, 2002.
When Mr. Leonard became Chief Executive Officer on January 1, 1999, certain
elements of compensation set forth in his 1998 employment agreement with
the Corporation were increased by the Board of Directors. Mr. Leonard's
1999 compensation in salary, incentive bonus, restricted stock and stock
options are as shown in the Executive Compensation Table. Pursuant to the
1998 Employment Agreement, Entergy continues to provide Mr. Leonard, in
lieu of participation in Entergy Executive Retirement Plans, with a
retirement benefit comparable to the one provided by his previous employer.
This benefit will be calculated on the basis of 60% of his highest three
year average base salary and annual incentive payments, and will be offset
by Mr. Leonard's vested retirement benefit from his previous employment.
This retirement benefit can begin at age 55. If Mr. Leonard should resign
prior to age 55 without permission, he will forfeit this replacement
benefit and receive only regular accrued pension benefits. If he should
resign prior to age 55 with the Corporation's permission, he will receive
the replacement benefit, but discounted at the rate of 6.5% for each year
before age 55. This benefit would not be payable until age 62. Mr.
Leonard's agreement contains a "change of control" provision that provides
for an immediate vesting of the 60% replacement pension benefit plus a lump
sum payment of 2.99 times his average three years base pay.
In connection with Mr. Hintz's employment, the Company entered into an
agreement with him effective July 29, 1999. The agreement provides for an
annual base salary of $550,000 and 200,000 stock options with an exercise
price of $30.44. On February 1, 2000 40,000 options vested and an
additional 40,000 options will vest every succeeding February 1 until and
including February 1, 2004. The exercise period for these stock options
expires July 29, 2009. In addition, Entergy agreed to provide Supplemental
System Executive Retirement Plan benefits, by which Mr. Hintz will receive
retirement benefits, survivor benefits or pre-retirement death benefits
that would have been due to him from both the Entergy System Executive
Retirement Plan ("SERP") and from a 1997 agreement between Mr. Hintz and
Entergy Operations, Inc., with the benefits calculated as if the terms of
the SERP in effect immediately prior to March 25, 1998 were still in
effect. Mr. Hintz's agreement contains a "change of control" provision
that provides a payment of 2.99 times the sum of his final base salary plus
his target bonus under the Executive Annual Incentive Plan and immediate
vesting of the 200,000 stock options and Supplemental SERP benefits.
Upon his employment on July 6, 1998, Mr. Wilder entered into an employment
agreement with the Corporation pursuant to which he receives an annual
salary of $400,000 and the potential maximum annual incentive payout of
90%. Mr. Wilder is eligible for a pro-rata share of the performance award
for the period 1998-2000. The Corporation granted Mr. Wilder a signing
bonus of $300,000, and 21,000 shares of restricted stock, upon which
restrictions have been or will be lifted on 7,000 shares each year
beginning on his first employment anniversary. On December 4, 1998, Mr.
Wilder was granted 5,000 restricted shares of Entergy stock. Restrictions
were lifted on one-third of these 5,000 shares on December 4, 1999 and will
be lifted on one-third of these shares on the second and third anniversary
dates of this grant. Mr. Wilder was offered participation in the System
Executive Retirement Plan and was credited with 15 years of service. If
Entergy terminates Mr. Wilder's employment within two years other than for
just cause, he will receive his annual base salary and continuation of his
health benefits for two years and all of his remaining earned but unvested
stock options and performance shares would immediately vest. Upon a change
of control, if Mr. Wilder resigns for "good reason" his executive pension
benefits will immediately vest and he will receive a lump sum payment of
2.99 times his average three years base pay.
PROPOSAL 2 - APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Unless otherwise specified by the stockholders, votes will be cast pursuant
to the proxies in favor of the ratification of the appointment by the Board
of PricewaterhouseCoopers LLP as independent accountants for the
Corporation for the year 2000. PricewaterhouseCoopers LLP (or its
predecessor Coopers & Lybrand LLP) has been the Corporation's auditors
since 1994, and of Entergy Gulf States, Inc., an operating subsidiary,
since 1933. A representative of PricewaterhouseCoopers LLP will be present
at the meeting and will be available to respond to questions by
stockholders and will be given an opportunity to make a statement if the
representative desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.
STOCKHOLDER PROPOSALS FOR 2001 MEETING
For a stockholder proposal to be included in the proxy statement for our
next annual meeting, including a proposal for the election of a director,
the proposal must be received by the Corporation at its principal offices
no later than December 1, 2000. Also, under our Bylaws, stockholders must
give advance notice of nominations for director or other business to be
addressed at the meeting not later than the close of business on March 13,
2001 and not earlier than February 16, 2001.
By order of the Board of Directors,
Robert v.d. Luft
Chairman of the Board.
Dated: March 29, 2000
<PAGE>
Exhibit A
ENTERGY CORPORATION
AUDIT COMMITTEE CHARTER
The Audit Committee assists the Board of Directors (Board) by reviewing
financial reporting, effective and efficient operations, and compliance
risks and controls, and by reporting to the Board on a quarterly or as-
needed basis.
Reporting
The Committee may request assistance from the external auditors, internal
auditors, management, and others with special competence. In particular,
the external auditor is ultimately accountable to the Audit Committee and
the Board. The internal auditors and the external auditors may also meet
with the Board without restriction.
Committee Organization
Membership will consist of four or more outside directors and will comply
with requirements of the New York Stock Exchange. The Board shall appoint
the Audit Committee Chairman, who shall serve at least two years. Meetings
shall be held at least four times per year.
Authority
The Committee has unrestricted authority to investigate any Entergy or
subsidiary activity.
Responsibility
Business Risks: Maintain an understanding of Entergy's operational and
financial control risks, issues, and risk management strategies.
Internal Controls: Determine the adequacy of Entergy's system of internal
accounting and operational controls and financial reporting processes, by
reviewing with the external auditors and internal auditors, audit results
and obtaining auditors' opinions on the adequacy of internal controls.
Financial Reporting: Oversee the quarterly and annual financial reporting
process, through discussions with management and internal and external
auditors regarding the quality and acceptability of the accounting
principles' application, unusual transactions, and the impact of proposed
accounting rules.
External Audit: Ensure the external auditors' adequate performance through
reviews of the risk assessment process, annual audit plan, and audit
results. Recommend to the Board the appointment or dismissal of the
external auditors and proposed audit fees. Annually review and discuss the
firm's last peer review, the status of significant litigation or
disciplinary actions by the SEC or others, required disclosures of
independence, and matters required by SAS 61.
Internal Audit: Ensure internal audit's adequate performance through
review of the risk assessment process, annual audit plan, staffing, and
audit results. Concur with the Internal Audit Charter and the appointment
or dismissal of the Vice President, Risk Management & General Auditor.
Shareholder Assurance: Provide reasonable assurance of operating and
financial controls' sufficiency in the Audit Committee Report in the Proxy
Statement.
Committee Effectiveness and Scope: The Committee should assess its
effectiveness and its Charter annually.
Approved this 13th day of March, 2000.
James R. Nichols, Chairman, Entergy Corporation Audit Committee
<PAGE>
ENTERGY CORPORATION
Proxy Solicited by the Board of Directors for the
Annual Meeting of Stockholders--May 12, 2000
I hereby appoint J. Wayne Leonard, Paul W. Murrill and Wm. Cliffford
Smith jointly and severally, as Proxies, each with the power to appoint his
substitute, and hereby authorize them to represent and to vote, as
designated on the reverse side, all shares of Common Stock of Entergy
Corporation held of record by me on March 14, 2000, at the Annual Meeting
of Stockholders to be held at the Sheraton New Orleans Hotel, 500 Canal
Street, New Orleans, Louisiana 70130, on Friday, May 12, 2000, at 10:00
a.m., Central Daylight Time, and any adjournment or adjournments thereof,
with all powers that I would possess if personally present.
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting, and any adjournment
or adjournments thereof.
Receipt of the notice of meeting, the proxy statement and the Annual
Report of Entergy Corporation for 1999 is acknowledged.
(Continued, and to be marked, dated and signed, on the other side)
- ---------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1.Call toll free 1-800-840-1208 on a Touch Tone telephone and follow the
instructions on the reverse side. (available to stockholders in the
United States, Canada and Puerto Rico). There is NO CHARGE to you
for this call.
2.Mark, sign and date your proxy card and return it promptly in the
enclosed envelope.
PLEASE VOTE
In order to reduce the costs associated with producing and mailing your
Annual Report and Proxy Statement in future years, we urge you to elect on
your proxy card that you would like to view your Annual Report and Proxy
Statement electronically via the Internet. Your election can be revoked at
anytime by calling 1-800-648-8166. You will continue to receive your proxy
card in the mail, regardless of your election.
You will receive further directions regarding the Internet viewing process
in the future for next year's Annual Report and Proxy Statement.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR WITHHOLD FOR
ALL
EXCEPT
1. Election of Directors
01 W. F. Blount 02 G. W. Davis 03 N. C. Francis
04 J. W. Leonard 05 R. v.d. Luft 06 T. F. McLarty, III
07 P. W. Murrill 08 J. R. Nichols 09 W. A. Percy, II
10 D. H. Reilley 11 W. C. Smith 12 B. A. Steinhagen
___________________________________________________
Except Nominee(s) written above
FOR AGAINST ABSTAIN
2. Ratification of the appointment of PricewaterhouseCoopers
LLP as our independent accountants for 2000.
I consent to future access of the Annual Report
and Proxy Statements electronically via the
internet. I understand that the Company may no
longer distribute printed materials to me for any
future shareholder meeting until such consent is
revoked.
**WE ENCOURGE YOU TO VOTE BY TELEPHONE TOLL FREE
PLEASE READ THE INSTRUCTIONS BELOW**
Signature______________ Signature______________ Date______________
If acting as Attorney, Executor, Trustee or in other representative
capacity, please sign name and title
____________________________________________________________________________
FOLD AND DETACH HERE
VOTE BY TELEPHONE
QUICK EASY IMMEDIATE
Your telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.
YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF TWO WAYS
1.TO VOTE BY PHONE: Call toll-free 1-800-840-1208 in the U.S., Canada or
Puerto Rico on a touch tone telephone 24 hours a day - 7 days a week.
There is NO CHARGE to you for this call. - Have your proxy card in hand.
You will be asked to enter a Control Number, which is located in the box
in the lower right hand corner of this form.
OPTION #1: To vote as the Board of Directors recommends on ALL proposals:
Press 1.
When asked, please confirm your vote by pressing 1.
OPTION #2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions.
Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9.
To withhold FOR AN INDIVIDUAL nominee, press 0 and listen to
the instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm by pressing 1.
or
2. TO VOTE BY PROXY: Mark, sign and date your proxy card and return
promptly in the enclosed envelope.
NOTE: If you vote by telephone, THERE IS NO NEED TO MAIL BACK your Proxy
Card.
THANK YOU FOR VOTING.
