<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
FPL GROUP, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(LOGO)
FPL GROUP, INC.
700 UNIVERSE BOULEVARD
P.O. BOX 14000
JUNO BEACH, FLORIDA 33408-0420
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 1995
The Annual Meeting of Shareholders of FPL Group, Inc., will be held in Palm
Beach Gardens, Florida, at the PGA National Resort, 400 Avenue of the Champions,
at 10:00 a.m. on Monday, May 15, 1995, to consider and act upon:
- Election of directors
- Ratification of the appointment of Deloitte & Touche LLP as auditors
- Two shareholder proposals
- Such other matters as may properly come before the meeting
The record date for shareholders entitled to notice of, and to vote at, the
Annual Meeting and all adjournments thereof is March 6, 1995.
Admittance to the meeting will be limited to shareholders. Shareholders who plan
to attend are requested to so indicate by marking the appropriate space on the
enclosed proxy card.
PLEASE MARK, DATE, SIGN, AND RETURN THE ENCLOSED PROXY CARD PROMPTLY SO THAT
YOUR SHARES CAN BE VOTED, REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE
MEETING. IF YOU DO ATTEND, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
By order of the Board of Directors.
DENNIS P. COYLE
Secretary
March 27, 1995
<PAGE> 3
FPL GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1995
PROXY STATEMENT
ANNUAL MEETING
The Annual Meeting of Shareholders of FPL Group, Inc. ("FPL Group" or the
"Corporation") will be held at 10:00 a.m. on Monday, May 15, 1995. The enclosed
proxy card is solicited by the Board of Directors, and your execution and prompt
return of the card is requested. Every shareholder, regardless of the number of
shares held, should be represented at the Annual Meeting. Whether or not you
expect to be present at the meeting, please mark, sign, and date the enclosed
proxy card and return it in the enclosed envelope. Any shareholder giving a
proxy may revoke it at any time before it is voted at the meeting by delivering
to the Corporation written notice of revocation or a proxy bearing a later date,
or by attending the meeting in person and casting a ballot. Votes cast in person
or by proxy will be tabulated by the inspectors of election appointed by the
Board of Directors.
The shares represented by your proxy will be voted in accordance with the
specifications made on the proxy card. Unless otherwise directed, such shares
will be voted:
- For the election as directors of the nominees named in this proxy
statement.
- For the ratification of the appointment of Deloitte & Touche LLP as
auditors.
- Against the shareholder proposals included in this proxy statement.
- In accordance with the best judgment of the persons acting under the
proxy concerning other matters that are properly brought before the
meeting and at any adjournment or postponement thereof.
Shareholders of record at the close of business on March 6, 1995, are entitled
to notice of, and to vote at, the meeting. Each share of Common Stock, $.01 par
value, of the Corporation is entitled to one vote. At the close of business on
March 6, 1995, the Corporation had 186,373,235 shares of Common Stock
outstanding and entitled to vote. The Corporation anticipates first sending this
proxy statement and the enclosed proxy card to shareholders on or about March
27, 1995.
In determining the presence of a quorum at the Annual Meeting, abstentions are
counted and broker non-votes are not. The current Florida Business Corporation
Act provides that directors are elected by a plurality of the votes cast and all
other matters are approved if the votes cast in favor of the action exceed the
votes cast against the action (unless the matter is one for which the Act or the
articles of incorporation require a greater vote). Therefore, under the Act,
abstentions and broker non-votes have no legal effect on whether a matter is
approved. However, FPL Group's Bylaws, which were adopted prior to the current
Act and remain in effect, provide that any matter, including the election of
directors, is to be approved by the affirmative vote of a majority of the total
number of shares represented at the meeting and entitled to vote on such matter
(unless the matter is one for which the Act or some other law or regulation, or
FPL Group's Articles of Incorporation, Bylaws, or Board of Directors require a
greater or different vote). Therefore, as to all matters to be voted on by
shareholders at the Annual Meeting, abstentions have the same effect as a vote
against a matter and broker non-votes have no legal effect.
ELECTION OF DIRECTORS
Listed below are the thirteen nominees for election as directors, their
principal occupations, and certain other information regarding them. Unless
otherwise noted, each director has held his present position continuously for
five years or more and his employment history is uninterrupted. Directors serve
until the next Annual Meeting of Shareholders or until their respective
successors are elected and qualified.
1
<PAGE> 4
Unless you specify otherwise on the accompanying proxy, it will be voted for the
election of the listed nominees. The affirmative vote of a majority of the total
number of shares of Common Stock represented at the meeting and entitled to vote
is required to elect each nominee.
<TABLE>
<S> <C>
------------------- H. JESSE ARNELLE Mr. Arnelle, 61, has been the senior partner in the San
------------------- Francisco law firm of Arnelle, Hastie, McGee, Willis & Greene and its
------------------- predecessor, since 1985. He is a director of Eastman Chemical Company, Textron
------------------- Corporation, Wells Fargo Bank & Company, Wells Fargo Bank, N.A., and WMX
[Photo] Technologies, Inc. Mr. Arnelle is vice chairman of the Pennsylvania State
------------------- University Board of Trustees, and also serves on the boards of Bay Area
------------------- UNICEF, the World Centre, and the San Francisco Opera. Mr. Arnelle has been a
------------------- director of FPL Group since 1990.
-------------------
------------------- ROBERT M. BEALL, II Mr. Beall, 51, is chairman and chief executive officer of
------------------- Beall's, Inc., the parent company of Beall's Department Stores, Inc., and
------------------- Beall's Outlet Stores, Inc., which operate retail stores located primarily in
------------------- Florida. Mr. Beall is a director of Enterprise Bank, Blue Cross/Blue Shield of
[Photo] Florida, and the National Retail Federation. He is also chairman of the
------------------- Florida Chamber of Commerce and a member of the Florida Council of 100. Mr.
------------------- Beall is a trustee of the University of Florida Retail Center. He has been a
------------------- director of FPL Group since 1989.
-------------------
------------------- DAVID BLUMBERG Mr. Blumberg, 70, is chairman and president of Blumberg Group,
------------------- Inc., a real estate development, investment, and consulting firm, and chairman
------------------- of American Ventures, Inc., a real estate development, acquisition, and
------------------- management firm. Prior to his position with Blumberg Group, Inc., he was
[Photo] chairman of Planned Development Company, Ltd., a real estate development firm.
------------------- He is vice chairman of the Board of Trustees of the University of Miami and a
------------------- member of the Board of the Florida Council of 100. Mr. Blumberg has been a
------------------- director of FPL Group since 1973.
-------------------
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C>
------------------- JAMES L. BROADHEAD Mr. Broadhead, 59, is chairman, president, and chief
------------------- executive officer of FPL Group. He is also chairman and chief executive
------------------- officer of FPL Group's principal subsidiary, Florida Power & Light Company.
------------------- Mr. Broadhead is a former president of the Telephone Operating Group of GTE
[Photo] Corporation and is also a former president of St. Joe Minerals Corporation. He
------------------- is a director of Barnett Banks, Inc., Delta Air Lines, Inc., and The Pittston
------------------- Company, and a board fellow of Cornell University. Mr. Broadhead has been a
------------------- director of FPL Group since 1989.
-------------------
------------------- J. HYATT BROWN Mr. Brown, 57, is chairman, president and chief executive
------------------- officer of Poe & Brown, Inc., an insurance broker based in Daytona Beach and
------------------- Tampa. He is a director of SunTrust Banks, Inc., BellSouth Corporation,
------------------- Rock-Tenn Company, and the International Speedway Corporation. Mr. Brown is a
[Photo] former member of the Florida House of Representatives and served as Speaker of
------------------- the House from 1978 to 1980. He is a member and past chairman of the Board of
------------------- Trustees of Stetson University. Mr. Brown has been a director of FPL Group
------------------- since 1989.
-------------------
------------------- ARMANDO M. CODINA Mr. Codina, 48, is the chairman and chief executive officer
------------------- of Codina Group, Inc., a Miami-based real estate development company. He has
------------------- served in that capacity with Codina Group, Inc., and its predecessors since
------------------- 1979. He is a director of American Bankers Insurance Group, Inc., BellSouth
[Photo] Corporation, CSR America, Inc., and Winn-Dixie Stores, Inc. Mr. Codina became
------------------- a director of FPL Group in December 1994.
-------------------
-------------------
-------------------
------------------- MARSHALL M. CRISER Mr. Criser, 66, is chairman of the Jacksonville law firm
------------------- of Mahoney Adams & Criser, P.A. He was formerly president of the University of
------------------- Florida. Mr. Criser is a director of Barnett Banks, Inc., BellSouth
------------------- Corporation, CSR America, Inc., Flagler System, Inc., and Perini Corporation.
[Photo] He is a past chairman of the Florida Board of Regents, a past president of the
------------------- Florida Bar and a past chairman of the Florida Council of 100. Mr. Criser has
------------------- been a director of FPL Group since 1989.
-------------------
-------------------
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C>
------------------- B.F. DOLAN Mr. Dolan, 67, retired as chairman and as chief executive officer
------------------- of Textron, Inc., a diversified company with interests in aerospace,
------------------- technology and financial services, in December 1992 and 1991, respectively.
------------------- Mr. Dolan was co-founder and president of E-Z-Go Car Corporation until it was
[Photo] acquired by Textron in 1960. He is a director of First Union Corporation,
------------------- Polaris Industries, Inc., Ruddick Corporation, and Textron, Inc., and a member
------------------- of the Cannon Research Development Board. Mr. Dolan has been a director of FPL
------------------- Group since 1992.
-------------------
------------------- WILLARD D. DOVER Mr. Dover, 64, has been a member of the Fort Lauderdale law
------------------- firm of Fleming, O'Bryan & Fleming, P.A., since 1958. He is a director and
------------------- former chairman of the Florida Council of 100 and is a trustee and former
------------------- chairman of the Florida Council of Economic Education. He has previously
[Photo] served as a trustee of the Nova University Law Center and Florida Atlantic
------------------- University Foundation, Inc., and as chairman of the Florida Atlantic Research
------------------- and Development Authority. He is a director of Barnett Bank of Broward County.
------------------- Mr. Dover has been a director of FPL Group since 1989.
-------------------
------------------- PAUL J. EVANSON Mr. Evanson, 53, became the president of Florida Power &
------------------- Light Company and a director of FPL Group in January 1995, after having served
------------------- as vice president, finance, and chief financial officer of FPL Group and
------------------- senior vice president, finance, and chief financial officer of Florida Power &
[Photo] Light Company since December 1992. Prior to that, he was president and chief
------------------- operating officer of Lynch Corporation, a diversified holding company. Mr.
------------------- Evanson is a director of Florida Power & Light Company, Lynch Corporation, and
------------------- Southern Energy Homes, Inc.
-------------------
------------------- DREW LEWIS Mr. Lewis, 63, is chairman and chief executive officer of Union
------------------- Pacific Corporation, a transportation and natural resources company. He served
------------------- as U.S. Secretary of Transportation from 1981 to 1983. He is a director of
------------------- American Express Company, American Telephone & Telegraph Company, and Ford
[Photo] Motor Company. Mr. Lewis is a former chairman and chief executive officer of
------------------- Warner Amex Cable Communications Inc. and a former chairman of The Business
------------------- Roundtable. Mr. Lewis has been a director of FPL Group since 1992.
-------------------
-------------------
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C>
------------------- FREDERIC V. MALEK Mr. Malek, 58, has been chairman of Thayer Capital
------------------- Partners, a merchant bank, since March 1993. He is also co-chairman of CB
------------------- Commercial Group, a commercial real estate group. Mr. Malek was formerly the
------------------- president and vice chairman, successively, of Northwest Airlines, Inc., and
[Photo] prior to that was president of Marriott Hotels and Resorts. He served as
------------------- campaign manager for Bush/Quayle '92. Mr. Malek also served in several U.S.
------------------- government positions, including deputy director of the Office of Management
------------------- and Budget. He is a director of American Management Systems, Inc., Automatic
------------------- Data Processing Corporation, Inc., Avis Inc., ICF, Inc., Manor Care, Inc.,
Northwest Airlines, Inc., National Education Corporation, and various
PaineWebber mutual funds. Mr. Malek has been a director of FPL Group since
1987.
------------------- PAUL R. TREGURTHA Mr. Tregurtha, 59, is chairman and chief executive officer
------------------- of Mormac Marine Group, Inc., a maritime shipping company, and chairman of
------------------- Moran Transportation Company, a tug/barge enterprise. He is also vice
------------------- chairman, director and co-owner of Interlake Steamship Company. Mr. Tregurtha
[Photo] previously served as chairman, chief executive officer, president and chief
------------------- operating officer of Moore McCormack Resources, Inc., a natural resources and
------------------- water transportation company. He is also a former vice president of Brown &
------------------- Sharpe Manufacturing Company. Mr. Tregurtha is a director of Teachers
------------------- Insurance and Annuity Association, Shawmut National Corporation, and Brown &
Sharpe Manufacturing Company. Mr. Tregurtha has been a director of FPL Group
since 1989.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES.
5
<PAGE> 8
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met eight times in 1994. Each director attended at least
75% of the Board meetings and meetings of the committees on which he served
during that year.
FPL Group's Audit Committee, currently comprised of Messrs. Arnelle, Codina,
Criser (Chairman), Dolan, and Dover, met four times in 1994. The Audit Committee
has functional supervision over the internal audit staff, reviews the system of
internal controls and the adequacy of the internal audit system, and receives
reports on activities of the internal auditing department. It recommends to the
Board the independent public accountants and reviews the scope and results of
the audits performed by both the independent public accountants and the internal
auditors. It is responsible for ensuring that the financial statements present
fairly the financial condition of FPL Group.
The Compensation Committee, currently comprised of Messrs. Arnelle, Beall,
Blumberg, Brown (Chairman), Lewis, and Tregurtha, met three times in 1994. Its
functions include reviewing and approving the executive compensation program for
FPL Group and its subsidiaries; setting performance targets; assessing executive
performance; making grants of salary, annual incentive compensation, and
long-term incentive compensation; and approving certain employment agreements.
The Executive Committee, comprised of Messrs. Broadhead (Chairman), Blumberg,
Brown, Criser, Dolan, and Tregurtha, met six times in 1994. It also functions as
the Nominating Committee. As such, it is responsible for identifying and
evaluating potential nominees for election to the Board and recommends
candidates for all directorships to be filled by the shareholders or the Board.
The Committee will consider potential nominees recommended by any shareholder
entitled to vote in elections of directors. Potential nominees must be submitted
in writing to the Secretary, 700 Universe Boulevard, P.O. Box 14000, Juno Beach,
Florida 33408-0420, and must be received not later than 90 days in advance of
the Annual Meeting of Shareholders.
DIRECTOR COMPENSATION
Directors of FPL Group who are salaried employees of FPL Group or any of its
subsidiaries do not receive any additional compensation for serving as a
director or committee member. Non-employee directors of FPL Group receive an
annual retainer of $26,000, and committee chairpersons receive an additional
annual retainer of $3,000. A fee of $1,100 is paid to non-employee directors for
each Board or committee meeting attended.
Non-employee directors retiring from the Board of FPL Group at or after age 65
with a minimum of five years of service receive an annual retirement benefit
equal to the annual retainer being paid to active directors. The benefit is paid
to the director or his or her surviving spouse for the greater of the director's
life or the number of years he or she served as a director.
Non-employee directors are eligible for supplemental medical coverage and are
covered by travel and accident insurance. Total premiums attributable to such
directors amounted to $17,623 for 1994.
Prior to the election of Armando Codina to the Board of Directors, Florida Power
& Light Company and another of the Corporation's subsidiaries engaged
Codina-Klein Realty, Inc., of which Mr. Codina is a principal shareholder, to
assist them in the sale of an office building and adjoining parcel of land in
downtown Miami, Florida. If a sale is consummated, Codina-Klein Realty will be
paid a commission in an amount that cannot be determined at this time.
6
<PAGE> 9
COMMON STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
FPL Group's directors, its executive officers, and the Trustee under its
Employee Thrift Plans beneficially own shares of FPL Group Common Stock as
follows:
<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES(a)
-------------------------------------------------------------------------------- ------------
<S> <C>
H. Jesse Arnelle................................................................ 1,544(b)
Robert M. Beall, II............................................................. 2,500
David Blumberg.................................................................. 3,000
James L. Broadhead.............................................................. 152,483(c)
J. Hyatt Brown.................................................................. 10,000
Armando M. Codina............................................................... 2,220(b)
Dennis P. Coyle................................................................. 7,058
Marshall M. Criser.............................................................. 2,600(d)
B.F. Dolan...................................................................... 8,518
Willard D. Dover................................................................ 1,000
Paul J. Evanson................................................................. 2,668
Jerome H. Goldberg.............................................................. 10,086
Drew Lewis...................................................................... 2,000
Frederick V. Malek.............................................................. 1,000
Paul R. Tregurtha............................................................... 3,047(b)
All directors and executive officers as a group................................. 276,889(e)
Fidelity Management Trust Company............................................... 21,095,853(f)
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
---------------
<TABLE>
<S> <C>
(a) Information is as of March 1, 1995, except for executive officers' holdings under Employee
Thrift Plans, which is as of December 31, 1994. Unless otherwise indicated, each person has sole
voting and investment power.
(b) Includes 544, 220, and 47 share units for Messrs. Arnelle, Codina, and Tregurtha, respectively,
under a deferred compensation plan.
(c) Includes 96,800 shares of restricted stock as to which Mr. Broadhead has voting but not
investment power.
(d) Includes 2,300 shares as to which Mr. Criser disclaims beneficial ownership.
(e) Less than 1% of the Common Stock outstanding.
(f) 11.3% of the Common Stock outstanding; held as Trustee under the Florida Power & Light Company
Master Thrift Plans Trust. The Trustee disclaims beneficial ownership of such securities.
</TABLE>
The Corporation's directors and executive officers are required to file initial
reports of ownership and reports of changes of ownership of Common Stock with
the Securities and Exchange Commission. Based upon a review of these filings and
written representations from the directors and executive officers, all required
filings were timely made in 1994.
7
<PAGE> 10
COMPENSATION COMMITTEE REPORT
The Compensation Committee submits the following report for 1994:
FPL Group's executive compensation program is designed to align compensation
with the Corporation's business strategy, its goals and values, and the return
to its shareholders. The program is also designed to provide a competitive
compensation package, both in terms of its components and overall, that will
attract and retain key executives critical to the success of the Corporation.
In 1994, the Board of Directors adopted, and shareholders approved, an Annual
Incentive Plan that is intended to prevent the loss of the federal income tax
deductions available to the Corporation for the amount of any compensation in
excess of $1,000,000 paid to the chief executive officer and the four other most
highly-compensated officers. In accordance with the Annual Incentive Plan, the
Committee structured the 1994 executive compensation program to qualify for
deduction all compensation paid to these officers, and it intends to do likewise
with the executive compensation programs for 1995 and future years as long as
doing so is compatible with what the Committee considers to be a sound
compensation program.
The Committee determines an executive's competitive total level of compensation
based on information drawn from a variety of sources, including utility and
general industry surveys, proxy statements, and industry consultants. The
Corporation's "comparator group" consists of 12 electric utilities (all but one
of which are included in the Dow Jones Electric Utility Index), eight
telecommunication companies, and six general industrial companies located in the
Southeast. Emerging electric utility industry trends (i.e., deregulation and
increasing competition) and the need to recruit from outside the industry are
the principal reasons for including companies other than electric utilities in
the comparator group.
There are three components to the Corporation's executive compensation program:
base salary, annual incentive compensation, and long-term incentive
compensation. In general, the three components are structured so that base
salary represents 30% to 60% of an executive officer's total targeted
compensation, annual incentive compensation represents 20% to 35% of such
compensation, and long-term incentive compensation represents 20% to 40% of such
compensation. The more senior the position, the greater the portion of
compensation that is based on performance.
Base salaries are set by the Committee and are designed to be competitive with
the comparator group companies described above. Generally, the Committee targets
salary levels in the third quartile of the comparator group, adjusted to reflect
the individual's job experience and responsibilities. Increases in base salaries
are based on the comparator group's practices, the Corporation's performance,
the individual's performance, and increases in cost of living indexes. The
corporate performance measures used in determining adjustments to executive
officers' base salaries are the same performance measures used to determine
annual incentive compensation, weighted as discussed below in regard to the
chief executive officer's compensation. James L. Broadhead's and Jerome H.
Goldberg's initial base salaries under their current employment agreements were
their base salaries in effect when the agreements were signed in 1993 and 1994,
respectively, and are subject to annual review in accordance with the
Corporation's normal practices. Base salaries are reviewed and adjusted
annually.
Annual incentive compensation is based on the attainment of net income goals for
the Corporation which are established by the Committee at the beginning of the
year. The amounts earned on the basis of this performance measure are subject to
reduction based on the degree of achievement of other corporate performance
measures (and in the case of FPL, business unit performance measures), and in
the discretion of the Committee. These other corporate performance measures,
which for 1994 consisted of the financial and operating indicators as discussed
below in regard to the chief executive officer's compensation, and business unit
performance measures were also established by the Committee at the beginning of
the year. For 1994, the highest net income goal was met, and the average level
of achievement of the other performance measures exceeded the targets. However,
the amounts paid out for 1994 were less than the maximum amounts that could have
been paid based on the attainment of the net income goals.
Long-term incentive compensation is based on the average level of achievement
under the annual incentive plans over a four-year period. Targeted awards, in
the form of performance shares granted under the Corporation's Long Term
Incentive Plan, are made at the beginning of the period. Payouts are based on
the degree of accomplishment of the goals and objectives embodied in the annual
incentive plans included in the period. Since one of the goals of the
performance share program is to link directly the financial interests of FPL
Group's shareholders and senior management, 60% of the
8
<PAGE> 11
payout is made in shares of Common Stock which the recipient is expected, absent
extraordinary circumstances, to hold for the duration of his or her employment.
For 1994, Mr. Broadhead, FPL Group's chief executive officer, was paid $795,800
in base salary, $650,000 in annual incentive compensation, and $897,335
(consisting of 14,801 shares of Common Stock and $358,949 in cash) in long-term
incentive compensation. The base salary reflects the Committee's assessment of
Mr. Broadhead's overall performance and an analysis of the salaries of the chief
executive officers in the comparator group.
Mr. Broadhead's annual incentive compensation for 1994 was based on the
achievement of the Corporation's net income goals and the following performance
measures for FPL (weighted 85%) and the non-utility businesses (weighted 15%)
and upon certain qualitative factors. For FPL, the incentive performance
measures were financial indicators (weighted 50%) and operating quality and
project indicators (weighted 50%). The financial indicators were operations and
maintenance costs, capital expenditure levels, book and regulatory return on
equity, and net income. The operating quality and project indicators were
customer satisfaction survey results, service reliability as measured by the
frequency and duration of service interruptions, system performance as measured
by availability factors for the fossil and nuclear power plants, unplanned trips
of nuclear power plants, full-time equivalent workforce, number of significant
environmental violations, employee safety, load management installed capability,
and conservation programs' annual installed capacity. For the non-utility
businesses, the performance measures were total combined net income (weighted
33%) and the achievement of the operating plans of each of the businesses
(weighted 67%). The qualitative factors included developing and implementing a
new financial policy and initiating other actions that significantly strengthen
the Corporation and enhance shareholder value.
The long-term compensation payout to Mr. Broadhead was based on an average level
of achievement of better than 100% of target with respect to the annual
incentive plans for the four years ended December 31, 1994 (although the
long-term payout was limited to 100% of target). Like 1994, the performance
measures for 1991, 1992, and 1993 were based on predefined financial,
operational, and strategic objectives.
Respectfully submitted,
<TABLE>
<S> <C>
J. Hyatt Brown, Chairman David Blumberg
H. Jesse Arnelle Drew Lewis
Robert M. Beall, II Paul R. Tregurtha
</TABLE>
9
<PAGE> 12
EXECUTIVE COMPENSATION
The following table sets forth compensation paid during the past three years to
FPL Group's chief executive officer and the other four most highly-compensated
persons who served as executive officers of FPL Group or Florida Power & Light
Company ("FPL") at December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION PAYOUTS
--------------------------------------------------
OTHER
ANNUAL LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION PAYOUTS(a) COMPENSATION(b)
-------------------------------------------- ---- -------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
James L. Broadhead(c)....................... 1994 $795,800 $650,000 $ 6,503 $897,335 $16,242
Chairman & CEO 1993 765,900 581,318 5,735 700,763 24,808
of FPL Group 1992 740,000 487,912 3,841 744,565 9,858
Stephen E. Frank(d)......................... 1994 494,700 267,138 3,400 582,000 14,995
President & COO 1993 476,100 282,803 3,278 273,836 19,339
of FPL 1992 460,000 245,916 3,064 286,000 9,858
Jerome H. Goldberg.......................... 1994 462,500 212,461 8,059 190,059 14,817
President, Nuclear Division, 1993 445,100 204,468 9,702 148,432 16,532
of FPL 1992 430,000 175,528 4,241 107,250 9,858
Dennis P. Coyle............................. 1994 322,600 144,073 - 190,059 12,395
General Counsel & Secretary 1993 310,500 134,078 - 148,432 16,668
of FPL Group 1992 300,000 114,660 2,183 152,688 9,858
Paul J. Evanson............................. 1994 300,000 150,000 3,740 80,025 11,740
Vice President, CFO of 1993 280,000 129,360 18,878 - 10,662
FPL Group 1992 16,154 35,000 2,701 - -
</TABLE>
---------------
(a) Payouts were made 60% in shares of Common Stock, valued at $36.375 per
share, and 40% in cash, except for Mr. Frank, whose payout was all in cash.
(b) Represents employer matching contributions to employee thrift plans and
employer contributions for life insurance.
<TABLE>
<CAPTION>
THRIFT MATCH LIFE INSURANCE
------------ --------------
<S> <C> <C>
Mr. Broadhead.................................................... $6,750 $9,492
Mr. Frank........................................................ 6,750 8,245
Mr. Goldberg..................................................... 6,750 8,067
Mr. Coyle........................................................ 6,750 5,645
Mr. Evanson...................................................... 6,750 4,990
</TABLE>
(c) At December 31, 1994, Mr. Broadhead held 96,800 shares of restricted Common
Stock with a value of $3,400,100. These shares were awarded in 1991 for the
purpose of financing Mr. Broadhead's supplemental retirement plan and will
offset lump sum benefits that would otherwise be payable to him in cash
upon retirement. See "Retirement Plans" herein. Dividends at normal rates
are paid on restricted Common Stock.
(d) Mr. Frank resigned in January 1995. He will be entitled to receive a
proportionate share, based on his tenure with FPL, of the Long Term
Incentive Plan payouts, if any, for 1995, 1996, and 1997.
10
<PAGE> 13
LONG TERM INCENTIVE PLAN AWARDS
In 1994, awards of performance shares under FPL Group's Long Term Incentive Plan
were made to the executive officers named in the Summary Compensation Table as
set forth in the following table.
LONG TERM INCENTIVE PLAN AWARDS
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER
NON-STOCK PRICE-BASED PLANS
-----------------------------
NUMBER OF SHARES
NUMBER PERFORMANCE PERIOD -----------------------------
NAME OF SHARES UNTIL PAYOUT THRESHOLD TARGET MAXIMUM
-------------------------------------------- --------- ------------------ --------- ------ -------
<S> <C> <C> <C> <C> <C>
James L. Broadhead.......................... 25,282 1/1/94 - 12/31/97 - 25,282 25,282
Stephen E. Frank............................ 10,001 1/1/94 - 12/31/97 - 10,001 10,001
Jerome H. Goldberg.......................... 8,014 1/1/94 - 12/31/97 - 8,014 8,014
Dennis P. Coyle............................. 5,590 1/1/94 - 12/31/97 - 5,590 5,590
Paul J. Evanson............................. 5,199 1/1/94 - 12/31/97 - 5,199 5,199
</TABLE>
The performance share awards shown above are payable at the end of the four-year
performance periods. The amount of the payout is determined by multiplying the
participant's target number of shares by his average level of attainment,
expressed as a percentage, which may not exceed 160%, of his targeted awards
under the Annual Incentive Plans for each of the years encompassed by the award
period. A description of the 1994 annual incentive plan performance indicators
is included in the Compensation Committee Report, herein. Payouts under the Long
Term Incentive Plan can range from zero to 100% of the target amount for the
1994 awards.
RETIREMENT PLANS
FPL Group maintains a non-contributory defined benefit pension plan and a
supplemental executive retirement plan. The following table shows the estimated
annual benefits, calculated on a straight-line annuity basis, payable upon
retirement in 1994 at age 65 after the indicated years of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
ELIGIBLE AVERAGE -----------------------------------------------
ANNUAL COMPENSATION 10 20 30 40
------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 500,000 $ 99,379 $198,238 $247,363 $261,015
600,000 119,950 238,238 297,363 313,515
700,000 140,520 278,238 347,363 366,015
800,000 161,091 318,238 397,363 418,515
900,000 181,662 358,238 447,363 471,015
1,000,000 202,232 398,238 497,363 523,515
1,100,000 222,803 438,238 547,363 576,015
1,200,000 243,374 478,238 597,363 628,515
1,300,000 263,944 518,238 647,363 681,015
1,400,000 284,515 558,238 697,363 733,515
1,500,000 305,086 598,238 747,363 786,015
1,600,000 325,656 638,238 797,363 838,515
1,700,000 346,227 678,238 847,363 891,015
1,800,000 366,798 718,238 897,363 943,515
</TABLE>
The compensation covered by the plans includes annual salaries and bonuses of
officers of FPL Group and annual salaries of officers of FPL, as shown in the
Summary Compensation Table, but no other amounts shown in the Table. The
estimated credited years of service for the executive officers named in the
Summary Compensation Table are: Mr. Broadhead, 6 years; Mr. Frank, 4 years; Mr.
Goldberg, 5 years; Mr. Coyle, 5 years; and Mr. Evanson, 2 years.
A supplemental retirement plan for Mr. Broadhead provides for a lump-sum
retirement benefit equal to the then present value of a joint and survivor
annuity providing annual payments to him equal to 61% to 65% of his average
annual compensation for the three years prior to his retirement between age 62
(1998) and age 65 (2001) and to his surviving beneficiary of 37.5% of such
average annual compensation, reduced by the then present value of the annual
amount of
11
<PAGE> 14
payments to which he is entitled under all other pension and retirement plans of
FPL Group and former employers. This benefit is further reduced by the then
value of 96,800 shares of restricted Common Stock which vest as to 77,000 shares
in 1998 and as to 19,800 shares in 2001. Upon a change in control of FPL Group
(as defined below under "Employment Agreements"), the restrictions on the
restricted stock lapse and the full retirement benefit becomes payable. Upon
termination of Mr. Broadhead's employment agreement (also described below)
without cause, the restrictions on the restricted stock lapse and he becomes
fully vested under the supplemental retirement plan. Absent any such change of
control or termination of employment, Mr. Broadhead will have no right to such
shares of restricted stock, and there will be no payments under the supplemental
retirement plan, unless he remains with the Corporation until at least age 62.
Mr. Goldberg's employment agreement with FPL provides for a retirement benefit
which, together with the amount received by him pursuant to his former
employer's deferred compensation program and retirement plan, equals the total
post-retirement benefits he would have received if he had remained employed by
such employer until age 65. A supplemental retirement plan for Mr. Coyle
provides for benefits, upon retirement at age 62 or more, based on two times his
credited years of service.
The Corporation sponsors a split-dollar life insurance plan for certain of its
senior officers. Benefits under the split-dollar plan are provided by universal
life insurance policies purchased by the Corporation. If the officer dies prior
to retirement, the officer's beneficiaries generally receive two and one-half
times the officer's annual salary at the time of death. If the officer dies
after retirement, the officer's beneficiaries receive between 50% to 100% of the
officer's final annual salary. Each officer is taxable on the insurance
carrier's one year term rate for his or her life insurance coverage.
EMPLOYMENT AGREEMENTS
The Corporation has entered into an employment agreement with Mr. Broadhead for
an initial term ending December 1997, with automatic one-year extensions
thereafter unless either party elects not to extend. The agreement provides for
a base salary of $823,700 plus annual and long-term incentive compensation
opportunities at least equal to those currently in effect. If the Corporation
terminates Mr. Broadhead's employment without cause, he is entitled to receive a
lump sum payment of two years' compensation. Compensation is measured by the
then current base salary plus the average of the preceding two years' annual
incentive awards. He would also be entitled to receive all amounts accrued under
all performance share grants in progress, prorated for the year of termination
and assuming achievement of the targeted award, and to full vesting of his
benefits under his supplemental retirement plan.
An employment agreement between Mr. Goldberg and FPL, which expires in March
1996, provides for a base salary of at least $478,700 per year, Annual Incentive
Plan awards with a target amount equal to 35% of his base salary, Long Term
Incentive Plan awards with a target amount equal to 60% of his base salary, and
either the retirement benefit described above under "Retirement Plans" or, if he
dies before his contract expires, a death benefit to his beneficiary equal to
450% of his base salary, payable over 9 years.
The Corporation and certain of its subsidiaries have entered into employment
agreements with certain officers, including the individuals named in the Summary
Compensation Table (other than Mr. Goldberg), to become effective in the event
of a change of control of the Corporation, which is defined as the acquisition
of beneficial ownership of 20% of the voting power of the Corporation, certain
changes in the Corporation's Board, or approval by the shareholders of the
liquidation of the Corporation or of certain mergers or consolidations or of
certain transfers of the Corporation's assets. These agreements are intended to
assure the Corporation of the continued services of key officers. The agreements
provide that each officer shall be employed by the Corporation or one of its
subsidiaries in his or her then current position, with compensation and benefits
at least equal to the then current base and incentive compensation and benefit
levels, for an employment period of four and in certain cases, five, years after
a change in control occurs.
In the event that the officer's employment is terminated (except for death,
disability, or cause) or if the officer terminates his or her employment for
good reason, as defined in the agreement, the officer is entitled to severance
benefits in the form of a lump sum payment equal to the compensation due for the
remainder of the employment period or for two years, whichever is longer. Such
benefits would be based on the officer's then base salary plus an annual bonus
at least equal to the average bonus for the two years preceding the change of
control. The officer is also entitled to the maximum amount payable under all
long-term incentive compensation grants outstanding, continued coverage under
all employee benefit plans, supplemental retirement benefits, and reimbursement
for any tax penalties incurred as a result of the severance payments.
12
<PAGE> 15
PERFORMANCE GRAPHS
The graph below compares the cumulative total returns, including reinvestment of
dividends, of FPL Group Common Stock with the companies in the Standard & Poor's
(S&P) 500 Index and the Dow Jones Electric Companies Index (Dow Jones
Electrics). The comparison covers the five years ended December 31, 1994, and is
based on an assumed $100 investment on December 31, 1989, in the S&P 500 Index,
the Dow Jones Electrics, and FPL Group Common Stock. The Dow Jones Electrics is
based on the performance of 48 electric and electric/gas combination utilities.
It includes FPL Group as well as other utility holding companies with
diversified operations.
[PERFORMANCE GRAPH]
TOTAL RETURN FOR THE
FIVE YEARS ENDED DECEMBER 31, 1994
VALUE ON DECEMBER 31,
--------------------------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
FPL GROUP 100 86 118 124 143 136
DOW JONES ELECTRICS 100 102 132 141 158 138
S&P 500 100 97 126 136 150 152
In 1990, FPL Group announced its intention to focus on the electric utility
business and to exit businesses not related to FPL Group's core strengths. Since
then, the senior management of FPL Group has been realigned, Florida Power &
Light Company has been restructured, and several non-utility businesses have
been divested. The graph below provides an additional comparison of the total
cumulative return of FPL Group Common Stock and the indices described above
since these fundamental changes were made. The graph covers the period December
31, 1990, through December 31, 1994, and assumes the investment of $100 on
December 31, 1990.
[PERFORMANCE GRAPH]
TOTAL RETURN FOR THE
FOUR YEARS ENDED DECEMBER 31, 1994
VALUE ON DECEMBER 31,
------------------------------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
FPL GROUP 100 137 144 166 158
DOW JONES ELECTRICS 100 130 138 155 136
S&P 500 100 130 140 155 157
13
<PAGE> 16
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board has selected Deloitte
& Touche LLP, independent public accountants, to audit the accounts of FPL Group
and its subsidiaries for the fiscal year ending December 31, 1995, and to
perform such other services as may be required of them.
Representatives of Deloitte & Touche LLP will be present at the 1995 Annual
Meeting and will have an opportunity to make a statement and to respond to
appropriate questions raised at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION.
SHAREHOLDER PROPOSAL FOR CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS
John J. Gilbert, 29 East 64th Street, New York, New York 10021, as the owner of
50 shares of Common Stock, and Margaret R. and John J. Gilbert, as co-trustees
under the will of Minnie D. Gilbert for 120 shares of Common Stock and under the
will of Samuel Rosenthal for 200 shares of Common Stock, have notified FPL Group
that they will cause to be introduced from the floor at the Annual Meeting of
Shareholders the following proposal:
"RESOLVED: That the stockholders of FPL Group, Inc., assembled in annual
meeting in person and by proxy, hereby request that the Board of Directors
take the steps necessary to provide for cumulative voting in the election
of directors, which means each stockholder shall be entitled to as many
votes as shall equal the number of shares he or she owns multiplied by the
number of directors to be elected, and he or she may cast all of such votes
for a single candidate, or any two or more of them as he or she may see
fit."
The shareholder proponents have submitted the following statement in support of
their proposal:
"Continued strong support along the lines we suggest were shown at the last
annual meeting when 26%, an increase over the previous year, 7,367 owners
of 34,558,739 shares, were cast in favor of this proposal. The vote against
included no unmarked proxies.
A law enacted in California provides that all state pension holdings and
state college funds invested in shares must be voted in favor of cumulative
voting proposals, showing increasing recognition of the importance of this
democratic means of electing directors.
The National Bank Act provides for cumulative voting. Unfortunately, in
many cases companies get around it by forming holding companies without
cumulative voting. Banking authorities have the right to question the
capability of directors to be on banking boards. Unfortunately, in many
cases authorities come in after and say the director or directors were not
qualified. We were delighted to see that the SEC has finally taken action
to prevent bad directors from being on the boards of public companies.
We think cumulative voting is the answer to find new directors for various
committees. Additionally, some recommendations have been made to carry out
the Valdez 10 points. The 11th should be having cumulative voting and
ending stagger systems of electing directors, in our opinion.
The outrageous way the dividend was cut at the last stockholders meeting
and no investigation of the evident advance news leak, should be enough
proof of the need for cumulative voting, as well as the past Colonial Penn
Insurance losses.
Many successful corporations have cumulative voting. For example, Pennzoil
having cumulative voting defeated Texaco in that famous case. Another
example is Ingersoll-Rand which has cumulative voting and won two awards.
In FORTUNE magazine it was ranked second in its industry as "America's Most
Admired Corporations" and the WALL STREET TRANSCRIPT noted "on almost any
criteria used to evaluate management, Ingersoll-Rand excels." Also, in 1994
they raised their dividend. We believe FPL should follow these examples.
If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain."
14
<PAGE> 17
THE BOARD OF DIRECTORS OPPOSES CUMULATIVE VOTING FOR THE FOLLOWING REASONS:
The Board of Directors believes that directors should be chosen for their
capacity and willingness to represent all shareholders, and that the present
system of voting for directors provides the best assurance that the decisions of
the directors will be made in the best interests of all the shareholders, rather
than for the benefit of special interest groups.
Cumulative voting tends to produce special interest directors beholden to the
narrow interests of those who elect them, even though such interests may be
adverse to the overall welfare of the Corporation and the shareholders as a
whole. A board encumbered by such conflicting factions could impede the ability
of the Corporation to arrive at decisions that represent the long-term interests
of all shareholders and to react timely and decisively in critical situations.
The factionalism caused by cumulative voting could also deter independent
persons of standing and reputation from serving on the Board and reduce the
sense of cooperation and confidence which the Board presently maintains.
Neither Florida, the state in which FPL Group is incorporated, Delaware, the
state in which most major publicly-owned corporations are incorporated, nor the
Model Business Corporation Act, which reflects a consensus of the academic and
practicing legal community, requires cumulative voting. This is in accord with
the Board's belief that the principle of majority rule is the appropriate one
for the election of directors.
Mr. Gilbert submitted cumulative voting proposals at the Corporation's 1979,
1980, 1981, 1993, and 1994 Annual Meetings of Shareholders. In each instance the
proposal was overwhelmingly defeated.
The affirmative vote of a majority of the total number of shares of Common Stock
represented at the meeting and entitled to vote is required to approve the
proposed shareholder resolution.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.
SHAREHOLDER PROPOSAL REGARDING ENDORSEMENT OF THE CERES PRINCIPLES.
Christian Brothers Investment Services, Inc., 675 Third Avenue, New York, New
York 10017-5704, as owner of 122,500 shares of Common Stock, and the American
Baptist Churches of Rhode Island, 734 Hope Street, Providence, Rhode Island
02906-3549, as owner of 200 shares of Common Stock, have notified FPL Group that
they will cause to be introduced from the floor at the Annual Meeting of
Shareholders the following proposal:
"WHEREAS WE BELIEVE:
The responsible implementation of a sound, credible environmental policy
increases long-term shareholder value by raising efficiency, decreasing
clean-up costs, reducing litigation, and enhancing public image and product
attractiveness;
Adherence to public standards for environmental performance gives a company
greater public credibility than following standards created by industry
alone. For maximum credibility and usefulness, such standards should
reflect what investors and other stakeholders want to know about the
environmental records of their companies;
Companies are increasingly being expected by investors to do meaningful,
regular, comprehensive and impartial environmental reports. These help
investors and the public to understand environmental progress and problems;
Uniform standards for environmental reports permits comparisons of
performance over time. It also allows companies to attract new capital from
investors seeking investments which are environmentally responsible and
responsive and which minimize risk of environmental liability.
WHEREAS:
The Coalition for Environmentally Responsible Economies (CERES) -- which
comprises large institutional investors (including shareholders of this
Company) with $160 billion in stockholdings, public interest
representatives, and environmental experts -- consulted with corporations
and produced comprehensive public standards for both environmental
performance and reporting. Over 80 companies, including Sun[Oil], General
Motors, H.B. Fuller, Polaroid, and Arizona Public Service Company, have
endorsed the CERES Principles to demonstrate their commitment to public
environmental accountability. Fortune-500 endorsers speak enthusiastically
about the
15
<PAGE> 18
benefits that flow from working with CERES: increasing public credibility;
adding 'value' to the company's environmental initiatives; and advancing
the company's own environmental plans and agenda.
In endorsing the CERES Principles, a company commits to work toward:
<TABLE>
<S> <C>
1. Protection of the biosphere 6. Safe products and services
2. Sustainable use of natural resources 7. Environmental restoration
3. Waste reduction and disposal 8. Informing the public
4. Energy conservation 9. Management commitment
5. Risk reduction 10. Audits and reports
</TABLE>
[Full text of the CERES Principles and the accompanying CERES Report Form
obtainable from CERES, 711 Atlantic Ave., Boston MA 02110, 617-451-0927.]
RESOLVED: Shareholders request the Company to endorse the CERES Principles
as a part of its commitment to be publicly accountable for its
environmental impact."
The Shareholder proponents have submitted the following statement in support of
their proposal:
"Concerned investors are asking the Company to be publicly accountable for
its environmental impact, including collaborating with this
corporate-environmental-investor-community coalition to develop: standards
for environmental performance and disclosure; methods for measuring
progress toward these goals; and a format for public reporting of progress.
We believe this is comparable to the European Community regulation for
voluntary participation in verified and publicly-reported eco-management
and auditing.
We invite our company to endorse the CERES Principles by (1) stating its
endorsement in a letter signed by a senior officer; (2) committing to
implement the Principles; and (3) annually publishing an environmental
report in the format of the CERES Report. This will complement -- not
supplant -- internal corporate environmental policies and procedures.
Without such public scrutiny, corporate environmental policies and reports
lack the critical component of adherence to standards upheld by management
and stakeholders alike. Shareholders are asked to vote FOR this resolution
to encourage our company to demonstrate environmental leadership and
accountability."
THE BOARD OF DIRECTORS OPPOSES ENDORSEMENT OF THE CERES PRINCIPLES ON THE
FOLLOWING GROUNDS:
The principal subsidiary of FPL Group to which the CERES Principles would be
applicable is Florida Power & Light Company. As an electric utility company, FPL
is already subject to stringent and extensive environmental regulation by
federal, state, and local governmental authorities and files voluminous,
detailed environmental reports with them.
More than two decades ago, FPL was one of the first utilities in the nation to
establish an environmental affairs department. In 1992, FPL adopted its own
statement of environmental principles, incorporating strong environmental values
in all aspects of its activities. In addition, FPL has developed and implemented
a comprehensive audit and compliance program designed to assure fulfillment of
all its environmental responsibilities. The success of FPL's environmental
program is evidenced by over 25 awards received during the past decade,
including the Environmental Achievement Award from the National Environmental
Award Council, the Award for Outstanding Achievement in Environmental Protection
from the National Environmental Development Association, and the Corporate Award
for Conservation given by the Florida Audubon Society. To impose still another
layer of standards and reports will only increase costs without improving what
FPL considers an already very high level of environmental accountability.
The Board of Directors believes that endorsement of the CERES Principles would
add nothing to FPL Group's commitment to protection of the environment and could
subject it to potential increased liabilities and costs. Furthermore, the Board
is not persuaded that CERES' effort to create a standardized environmental
report is useful or even meaningful. Each industry and each company is
different, with its own environmental concerns. Therefore, it is difficult to
reduce relevant environmental disclosure or evaluation to a "standardized"
format.
Endorsement of the CERES Principles was submitted to a vote at the 1993 and 1994
Annual Meetings and was overwhelmingly rejected each time.
The affirmative vote of a majority of the total number of shares of Common Stock
represented at the meeting and entitled to vote is required to approve the
proposed shareholder resolution.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.
16
<PAGE> 19
SHAREHOLDER PROPOSALS
Proposals on matters appropriate for shareholder consideration consistent with
the regulations of the Securities and Exchange Commission submitted by
shareholders for inclusion in the proxy statement and form of proxy for the 1996
Annual Meeting of Shareholders must be received at FPL Group's principal
executive offices on or before November 27, 1995. Such shareholder proposals may
be mailed to Dennis P. Coyle, Secretary, FPL Group, Inc., 700 Universe
Boulevard, Post Office Box 14000, Juno Beach, Florida 33408-0420.
GENERAL
The expense of soliciting proxies will be borne by FPL Group. Proxies will be
solicited principally by mail, but directors, officers, and regular employees of
FPL Group or its subsidiaries may solicit proxies personally or by telephone.
FPL Group has retained Corporate Investor Communications, Inc., to assist in the
solicitation of proxies, for which services it will be paid a fee of $8,500 plus
out-of-pocket expenses. FPL Group will reimburse custodians, nominees or other
persons for their out-of-pocket expenses in sending proxy material to beneficial
owners.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, IT IS IMPORTANT THAT THEY BE
REPRESENTED AT THE ANNUAL MEETING. YOU ARE RESPECTFULLY REQUESTED TO MARK, SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST CONVENIENCE.
OTHER BUSINESS
The Board of Directors does not know of any other business to be presented at
the meeting and does not intend to bring before the meeting any matter other
than the proposals described herein. However, if any other business should come
before the meeting, or any adjournments thereof, the persons named in the
accompanying proxy card will have discretionary authority to vote all proxies.
By order of the Board of Directors.
DENNIS P. COYLE
Secretary
March 27, 1995
17
<PAGE> 20
APPENDIX A
--------------------------------------------------------------------------------
FPL GROUP, INC.
P.O. Box 1459
Boston, MA 02104
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dennis P. Coyle, Lawrence J.
Kelleher, and Jack G. Milne, and each of them, with power of substitution,
proxies of the undersigned, to vote all shares of Common Stock of FPL Group,
Inc. that the undersigned would be entitled to vote at the Annual Meeting of
Shareholders to be held May 15, 1995, and all adjournments thereof, upon the P
matters referred to on this proxy and, in their discretion, upon any other R
business that may come before the meeting. O
X
This Proxy when properly executed will be voted in the manner Y
directed by the undersigned shareholder. If no direction is made, this
Proxy will be voted FOR proposals 1 and 2 and AGAINST proposals 3 and 4.
1. Election of Directors Nominees: H. Jesse Arnelle, Robert M. Beall, II,
David Blumberg, James L. Broadhead, J. Hyatt Brown, Armando M. Codina,
Marshall M. Criser, B.F. Dolan, Willard D. Dover, Paul J. Evanson, Drew
Lewis, Frederic V. Malek and Paul R. Tregurtha.
----------------------
(Sign on other side.) SEE REVERSE
SIDE
----------------------
<PAGE> 21
[FPL GROUP LOGO]
March 27, 1995
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at 10:00 a.m. on Monday, May 15, 1995, at the PGA National Resort in Palm
Beach Gardens, Florida. Detailed information as to the business to be
transacted at the meeting is contained in the accompanying Notice of Annual
Meeting and Proxy Statement.
Regardless of whether you plan to attend the meeting, it is important that your
shares be voted. Accordingly, we ask that you sign and return your proxy as
soon as possible in the envelope provided. If you do plan to attend the
meeting, please mark the appropriate box on the proxy.
Sincerely,
James L. Broadhead
-----------------------------
James L. Broadhead
Chairman of the Board and
Chief Executive Officer
--------------------------------------------------------------------------------
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
<TABLE>
<CAPTION>
THE BOARD OF DIRECTORS RECOMMENDS THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSALS 1 AND 2 A VOTE "AGAINST" PROPOSALS 3 AND 4
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Election of [ ] [ ] 2. Ratification of [ ] [ ] [ ] 3. A shareholder pro- [ ] [ ] [ ]
Directors Auditors posal relating to
(See reverse) cumulative voting
for the election of
directors.
4. A shareholder pro- [ ] [ ] [ ]
posal relating to the
adoption of the
CERES Principles.
5. Such other business as may properly come
before the meeting.
-----------------------------------------
For all nominees except as noted above Mark here [ ] Mark here [ ]
for address if you plan
change and to attend
note at left the meeting
When signing as attorney, executor, trustee, guardian, or corporate
officer, please give title. For joint account, each joint owner
should sign.
Signature Date
------------------------------------- --------------
Signature Date
------------------------------------- --------------
</TABLE>
