SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
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[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Questar Corporation
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
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14a-6(j) (2).
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[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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UFCW 99R
2501 W. Dunlap Ave. #240
Phoenix AZ 85201
(602) 572-2149
Sent to shareholders: March 30, 1996
INDEPENDENT SHAREHOLDER SOLICITATION FOR PROPOSALS FOR (1)
SHAREHOLDER REVIEW OF GOLDEN PARACHUTES AND (2) SECRET BALLOT
VOTING FOR SHAREHOLDERS at QUESTAR CORPORATION
Annual Stockholders Meeting MAY 21, 1996 10am
Mountain Fuel Supply Operations Center
1140 W. 2nd South
Salt Lake City UT
Dear Fellow Questar Shareholder:
We urge you to vote FOR our shareholder proposals
recommending (1) golden parachutes not be paid to Questar
executives who quit, absent shareholder approval, and (2) that
the Company provide all shareholders the ability to vote
confidentially. THESE PROPOSALS ARE ON THE PROXY CARD YOU
RECEIVED FROM MANAGEMENT: IF YOU HAVE ALREADY VOTED, YOU CAN
CHANGE YOUR VOTE BY FILLING OUT A NEW PROXY CARD.
I. PROPOSAL AGAINST GOLDEN PARACHUTES FOR EXECUTIVES WHO QUIT
Questar's top executives enjoy a severance plan under which
they can voluntarily quit after a change in control
and still receive up to two years' severance. In our view,
executives should be rewarded for doing well by
shareholders and helped to deal with being fired, but not
rewarded for quitting their jobs.
Under the plan, two years' pay and benefits goes to an
executive who quits during the first year after a change
in control, if the executive has remained on the job more than
six months after public announcement of a potential
change in control.<F1>
If the executive stays on more than a year after the change in
control, the severance payment
is one year's worth of salary and benefits. For those who quit
2-3 years' after the change in control, 6 months'
severance is provided.
<F1>We incorporate by reference the discussion of this plan in
management's proxy statement. A copy of the plan is on file with
the SEC as Exhibit 10.5 to the Company's 1989 10-K form,
incorporated herein by this reference. A copy may be obtained
from SEC reference rooms, or from commercial services such as
Disclosure, Inc. (800-638-8241).
<PAGE>
While other companies have golden parachute plans which
allow management to quit and receive severance pay,
many of those plans require the resignation be caused by some cut
in the executive's pay or benefits. Questar's plan
has no such limit.
Shareholders have a legal right to change who controls the
company. In our view, exercise of that right should
not have the penalty attached of paying executives who choose to
quit afterwards. We believe shareholders would
not be best served by an exodus of executive officers after a
change in control, and thus should not be paying
executives for quitting.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company end its
policy of offering a golden parachute (severance payment) to
executives who voluntarily quit after a change in control, unless
and until such a policy is approved by shareholder vote.
Questions you may wish to ask management regarding this issue
include:
What sort of protection does the rank-and-file Questar
employee enjoy from a change-in-control? Is giving a plan
like this just to executive officers good for overall employee
morale?
Is there any hard evidence that people deciding whether to
accept an executive job look at what benefits would
be paid if they quit after a change in control? Are candidates
for these jobs instead focused on what will be their
pay, benefits and working conditions while employed?
Even if you think paying severance to executives who quit in
these circumstances makes sense, all this proposal
would require is a shareholder vote to this effect. Let the
shareholders decide.
The current plan also provides severance to executives
discharged within 3 years after announcement of a
potential change in control, unless fired for certain types of
wilful misconduct. Our proposal does not address these
aspects of the plan.
II. PROPOSAL FOR SECRET BALLOT VOTING FOR SHAREHOLDERS
Secret ballot voting for shareholders is provided at
hundreds of companies. It also is how union officials and
most government officials are elected. Voting should be a
private matter.
Shareholders often have business or personal relationships
with members of the Board which go beyond owning
Questar stock. For example, Questar's employees, insurers and
banks may own stock in their own names and may
fear retaliation from voting against management's recommendation.
We in no way suggest management has threatened to retaliate
against shareholders. However, we believe
shareholders should have the right to vote as they see fit
without having anything to fear.
On what sorts of issues might shareholders disagree with
management and especially wish a confidential vote?
Other than the golden parachute plan for management, shareholders
might be concerned, for example, with
executive compensation or that the Chairman of the Board is a
Questar executive rather than an outside director.
Regardless of how you feel about these issues or management's
performance, we believe you will agree that
shareholders should be able to vote on these issues without fear
of pressure from management.
Management argues against confidentiality by claiming
shareholders can obtain confidentiality by placing their
stock in the name of a broker or other nominee. If your stock is
being held in someone else's name on the company
books, you alone are the best judge of whether you can rely on
the record owner to keep your confidences.
If you are the record owner yourself, you avoid possible
brokers' maintenance fees. You may be able to get
shareholder materials faster. Record owners have enhanced legal
rights under state corporation law, such as the right
to inspect corporate records. Record owners should not have to
give up all this just to have a secret ballot vote.
We feel all shareholders deserve the confidentiality
provided employees who hold through benefit plans: they
have the right to confidentially vote through plan trustees the
stock they own through the plan. Employees should
be allowed to buy stock outside the plans without giving up
confidentiality in the process.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company adopt a
policy of confidential shareholder voting, with the sole
exception being any disclosure ordered by a court. This
resolution shall not be construed as preventing the Company from
using its own staff to count votes, so long as this staff does
not engage in soliciting or report individual shareholders' votes
to management or its proxy solicitors. This resolution shall not
be construed as preventing management from receiving address
changes or comments made on the cards. All shareholders deserve a
secret ballot vote.
IV. PROPOSALS FOR FUTURE MEETINGS
SEC Rule 14a-8 gives a shareholder the right to have a
proposal and supporting statement inserted at no cost
in the company's proxy statement, if the shareholder has owned
more than $1000 worth of the company's stock for more than one
year. The deadline for submitting proposals for inclusion in the
company's proxy statement for the 1997 annual meeting is December
4, 1996. Feel free to write us if you would like more information
about how to pursue a shareholder proposal.
V. SOLICITATION
The costs of this solicitation are being borne by United Food &
Commercial Workers Local 99R, which is the record owner of 100
shares of Questar common stock. We expect to spend about $2000 on
this solicitation. We have no interest in bargaining for Questar
employees, nor are aware of any labor dispute at Questar. We are
a non-profit organization representing employees in Arizona,
primarily in grocery stores. We are organizing Albertson's
against management opposition in what we feel is an improper
manner. Albertson's CEO Gary Michael is on Questar's board of
directors. We have made similar shareholder proposals at other
companies similarly connected to Albertson's. Regardless of the
outcome of Albertson's labor dispute or Mr. Michael continuing to
sit on Questar's board, we will present the proposals and your
proxy card to the Questar shareholders meeting.
We suggest management's attacks on us are irrelevant, and
what should count are the merits of our proposals.
These proposals are framed as recommendations and thus
shareholder approval would not legally bind the board.
VI. VOTING PROCEDURE AND VOTING RIGHTS
If you have already returned a proxy card to management, you
can change your vote: only the latest-dated proxy
card is counted. To get a new card contact the record owner of
your stock. If you are the record owner, contact
Questar at 180 East First South, Salt Lake City UT 84145-0433.
Tel. (801) 534-5202. Fax (801) 534-5483. Shareholders can also
vote by attending the meeting on May 21 in Salt Lake City. Until
the meeting, we will keep the content of all cards we receive
confidential from everyone except our staff. At the meeting the
cards must be presented to the company's tabulator in order to be
counted (under the company's current policy, management
might then view them). Shareholders who return surveys to us will
not have their names disclosed to anyone other than our staff;
the information will be used solely for shareholder voting
purposes. PLEASE VOTE FOR THE PROPOSALS FOR SECRET BALLOT VOTING
AND SHAREHOLDER REVIEW OF THE GOLDEN PARACHUTE PLAN.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY TO:
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85201
<PAGE>
UFCW SURVEY OF QUESTAR SHAREHOLDERS
THIS IS A VOLUNTARY SURVEY NOT A PROXY: PLEASE RETURN IT
EVEN IF YOU DO NOT FILL OUT A PROXY CARD
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
If you wish to vote for such a proposal, use a proxy card or
attend the meeting.
2. Do you support offering severance to Company executives who
voluntarily quit their jobs after a change in control?
Yes _____ No ____ Undecided ________
3. Do you support offering 2.99 years' worth of severance to
executives terminated for after a change in control?
4. Do you believe compensation of the Company's top executives
should be based more on stock performance than salary?
Yes ____ No _____ Undecided _______
5. What is your favorite thing about the Company?
________________________________
6. What is the worst thing about the Company?
___________________________________
7. List anything you would like management to change:
__________________________________
THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL:
Name __________________________________Title, if any __________
Address _______________________________________________________
Phone ________ Fax No. ___________ # Shares owned ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85201
