<PAGE>
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:
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
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), 14a-6(i)(1), 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>
[LOGO]
FPL GROUP, INC.
700 UNIVERSE BOULEVARD
P.O. BOX 14000
JUNO BEACH, FLORIDA 33408-0420
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- ------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 13, 1996
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 13, 1996, 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 any adjournment or postponement thereof is March 4, 1996.
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. Shareholders whose shares are held in street name (the name
of a broker, trust, bank or other nominee) should bring with them a proxy or
letter from the street name holder confirming their beneficial ownership of
shares.
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 25, 1996
<PAGE>
FPL GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 1996
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 13, 1996. 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 4, 1996, 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 4, 1996, the Corporation had 184,512,535 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
25, 1996.
In determining the presence of a quorum at the Annual Meeting, abstentions are
counted and broker non-votes are not counted. 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.
1
<PAGE>
ELECTION OF DIRECTORS
Listed below are the fourteen 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.
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>
[PHOTO] H. JESSE ARNELLE Mr. Arnelle, 62, has been a senior partner in the San
Francisco law firm of Arnelle, Hastie, McGee, Willis & Greene and its
predecessor since 1985. He is a director of Armstrong World Industries, Eastman
Chemical Company, Textron Corporation, Union Pacific Resources Group, Inc.,
Wells Fargo Bank & Company, Wells Fargo Bank, N.A., and WMX Technologies, Inc.
Mr. Arnelle is chairman of the Pennsylvania State University Board of Trustees,
and has also served on the boards of Bay Area UNICEF, San Francisco Foreign
Affairs Council, and the San Francisco Opera. Mr. Arnelle has been a director of
FPL Group since 1990.
[PHOTO] ROBERT M. BEALL, II Mr. Beall, 52, 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 Florida,
and the National Retail Federation. He is also past 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.
</TABLE>
<TABLE>
<S> <C>
[PHOTO] DAVID BLUMBERG Mr. Blumberg, 71, is chairman of American Ventures, Inc., a real
estate development, acquisition, and management firm. Prior to his position with
American Ventures, Inc., he was chairman of Planned Development Company, Ltd., a
real estate development firm. He is a past chairman of the executive committee
of the Board of Trustees of the University of Miami and a member of the Florida
Council of 100. Mr. Blumberg has been a director of FPL Group since 1973.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
[PHOTO] JAMES L. BROADHEAD Mr. Broadhead, 60, 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
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.
</TABLE>
<TABLE>
<S> <C>
[PHOTO] J. HYATT BROWN Mr. Brown, 58, 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
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.
</TABLE>
<TABLE>
<S> <C>
[PHOTO] LYNNE V. CHENEY Mrs. Cheney, 54, is a Distinguished Fellow with the American
Enterprise Institute, a Washington, DC-based organization sponsoring research on
economics, foreign and defense policy, and social and political issues. She
joined the Institute in 1993 after seven years as chairman of the National
Endowment for the Humanities. Mrs. Cheney has held a variety of positions in
journalism and higher education and is an author, lecturer, and television
commentator. She also serves on the boards of Lockheed Martin Corporation, IDS
Mutual Fund Group, Union Pacific Resources Group, Inc., and Reader's Digest
Association. Mrs. Cheney became a director of FPL Group in September 1995.
</TABLE>
<TABLE>
<S> <C>
[PHOTO] ARMANDO M. CODINA Mr. Codina, 49, is the chairman and chief executive officer
of Codina Group, Inc., a real estate development company, based in Coral Gables,
Florida. 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., AMR, Inc., BellSouth Corporation, and Winn-Dixie Stores, Inc. Mr. Codina
has been a director of FPL Group since 1994.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
[PHOTO] MARSHALL M. CRISER Mr. Criser, 67, 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. 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>
<TABLE>
<S> <C>
[PHOTO] B.F. DOLAN Mr. Dolan, 68, retired in 1992 as chairman, and in 1991 as chief
executive officer, of Textron, Inc., a diversified company with interests in
aerospace, technology and financial services. Mr. Dolan was co-founder and
president of E-Z-Go Car Corporation until it was 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.
</TABLE>
<TABLE>
<S> <C>
[PHOTO] WILLARD D. DOVER Mr. Dover, 65, 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 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.
</TABLE>
<TABLE>
<S> <C>
[PHOTO] PAUL J. EVANSON Mr. Evanson, 54, became 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 & 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.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
[PHOTO] DREW LEWIS Mr. Lewis, 64, 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, Ford Motor
Company, Gannett Co., Inc., and Union Pacific Resources Group, Inc. 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>
<TABLE>
<S> <C>
[PHOTO] FREDERIC V. MALEK Mr. Malek, 59, 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 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 Kaiser, Inc., Intrav, 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.
</TABLE>
<TABLE>
<S> <C>
[PHOTO] PAUL R. TREGURTHA Mr. Tregurtha, 60, 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 of
Interlake Steamship Company. Mr. Tregurtha 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, Fleet
Financial Group, 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>
DIRECTOR MEETINGS AND COMMITTEES
The Board of Directors met eight times in 1995. Each director attended at least
75% of the Board meetings and meetings of the committees on which he or she
served that were held during the time he or she was a director.
FPL Group's Audit Committee, currently comprised of Ms. Cheney and Messrs.
Arnelle, Codina, Criser (Chairman), Dolan, and Dover, met four times in 1995.
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), Dolan, Lewis, and Tregurtha, met four times in 1995.
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 seven times in 1995. 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 $27,000, and committee chairpersons receive an additional
annual retainer of $3,000. A fee of $1,300 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 $17,407 for 1995.
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. Upon consummation of the sale, Codina Klein Realty was paid a
commission of $307,500.
Fleming, O'Bryan & Fleming, P.A., in which Willard D. Dover is a principal,
performed legal services for Florida Power & Light Company during 1995 and will
do so in 1996. The fees paid in 1995 were not material to FPL or the law firm.
6
<PAGE>
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....................................................................................... 2,435(b)
Robert M. Beall, II.................................................................................... 2,500
David Blumberg......................................................................................... 3,000
James L. Broadhead..................................................................................... 151,910(c)
J. Hyatt Brown......................................................................................... 10,200(d)
Lynne V. Cheney........................................................................................ 425
Armando M. Codina...................................................................................... 3,422(b)
Dennis P. Coyle........................................................................................ 10,683
Marshall M. Criser..................................................................................... 2,600(e)
B.F. Dolan............................................................................................. 8,906
Willard D. Dover....................................................................................... 1,000
Paul J. Evanson........................................................................................ 6,162
Jerome H. Goldberg..................................................................................... 10,332
Drew Lewis............................................................................................. 3,000
Frederic V. Malek...................................................................................... 1,000
Paul R. Tregurtha...................................................................................... 3,174(b)
C.O. Woody............................................................................................. 21,289
All directors and executive officers as a group........................................................ 303,111(f)
Fidelity Management Trust Company...................................................................... 20,037,068(g)
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
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(a) Information is as of March 1, 1996, except for executive officers' holdings
under Employee Thrift Plans which are as of December 31, 1995. Unless
otherwise indicated, each person has sole voting and investment power.
(b) Includes 1,015, 1,423, and 174 share units for Messrs. Arnelle, Codina, and
Tregurtha, respectively, under deferred compensation plans.
(c) Includes 96,800 shares of restricted stock as to which Mr. Broadhead has
voting but not investment power.
(d) Includes 200 shares as to which Mr. Brown disclaims beneficial ownership.
(e) Includes 2,300 shares as to which Mr. Criser disclaims beneficial ownership.
(f) Less than 1% of the Common Stock outstanding.
(g) 10.9% 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.
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 1995 except that Dennis P. Coyle, as
attorney-in-fact for J. Hyatt Brown, made a late filing of one statement of
changes in beneficial ownership relating to two transactions; Michael W.
Yackira, Vice President, Finance, reported on an annual statement of changes in
beneficial ownership one transaction that should have been reported the previous
month; and Stephen E. Frank, after he ceased being an officer and director of
the Corporation, made a late filing of one report relating to one transaction.
7
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee submits the following report for 1995:
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 that Annual Incentive Plan, the
Committee structured the 1995 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 1996 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 Utilities 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 between the second and third quartiles 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 indices. 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 initial base salary under his current employment agreement was his
base salary in effect when the agreement was signed in 1993; it is 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 1995 consisted of the financial and operating indicators 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 1995, 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 1995 were less than the maximum amounts that could have
been paid based on the attainment of the net income goals.
8
<PAGE>
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, the payout (except for cash for the
payment of income taxes) 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 1995, Mr. Broadhead, FPL Group's chief executive officer, was paid $823,700
in base salary, $700,000 in annual incentive compensation, and $1,041,085
(consisting of 14,156 shares of Common Stock and $416,452 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 1995 was based on the
achievement of the Corporation's net income goals and the following performance
measures for FPL (weighted 90%) and the non-utility businesses (weighted 10%)
and upon certain qualitative factors. For FPL, the incentive performance
measures were financial indicators (weighted 50%) and operating 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 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, SALP
ratings for 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
and the achievement of the operating plans of each of the businesses. The
qualitative factors included continuing to implement a new financial policy and
other measures to position the Corporation for greater competition 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, 1995 (although the long-
term payout was limited to 100% of target). Like 1995, the performance measures
for 1992, 1993, and 1994 were based on predefined financial, operational, and
strategic objectives.
Respectfully submitted,
J. Hyatt Brown, Chairman B. F. Dolan
H. Jesse Arnelle Drew Lewis
Robert M. Beall, II Paul R. Tregurtha
David Blumberg
9
<PAGE>
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, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------
ANNUAL COMPENSATION PAYOUTS
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------
<CAPTION>
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)................... 1995 $ 823,700 $ 700,000 $ 33,343 $1,041,085 $ 17,474
Chairman & CEO 1994 795,800 650,000 6,503 897,335 16,242
of FPL Group & FPL 1993 765,900 581,318 5,735 700,763 24,808
Paul J. Evanson......................... 1995 500,000 307,400 3,691 155,513 12,906
President of FPL 1994 300,000 150,000 3,740 80,025 11,740
1993 280,000 129,360 18,878 - 10,662
Jerome H. Goldberg...................... 1995 478,700 212,900 18,228 352,401 9,249
President, Nuclear 1994 462,500 212,461 8,059 190,059 14,817
Division, 1993 445,100 204,468 9,702 148,432 16,532
of FPL
Dennis P. Coyle......................... 1995 333,900 152,700 4,127 245,851 13,156
General Counsel & 1994 322,600 144,073 - 190,059 12,395
Secretary 1993 310,500 134,078 - 148,432 16,668
of FPL Group & FPL
C. O. Woody............................. 1995 283,300 133,400 3,234 207,350 15,539
Sr. Vice President, 1994 273,700 123,216 1,458 165,288 14,391
Power Generation, 1993 261,900 126,039 721 129,078 18,643
of FPL
</TABLE>
- ------------------------
(a) Payouts were made in cash (for payment of income taxes) and shares of Common
Stock, valued at the closing price on the last business day preceding
payout.
(b) Represents employer matching contributions of $6,808 to employee thrift
plans for each individual and employer contributions for life insurance as
follows: Mr. Broadhead $10,666, Mr. Evanson $6,098, Mr. Goldberg $2,441, Mr.
Coyle $6,348, and Mr. Woody $8,731.
(c) At December 31, 1995, Mr. Broadhead held 96,800 shares of restricted Common
Stock with a value of $4,489,100. 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.
STOCK OPTIONS
The following table sets forth information with respect to the only executive
officer named in the Summary Compensation Table who held or exercised any stock
options or stock appreciation rights during 1995.
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF SHARES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS/SARS
SHARES OPTIONS/SARS AT 12/31/95 AT 12/31/95
ACQUIRED ON VALUE ---------------------------------- -----------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
- ------------------------------------------------ ------------- --------- --------------- ----------------- -----------
<S> <C> <C> <C> <C> <C>
C. O. Woody..................................... 1,787 $ 20,327 -0- -0- -$0-
<CAPTION>
NAME UNEXERCISABLE
- ------------------------------------------------ -------------
<S> <C>
C. O. Woody..................................... -$0-
</TABLE>
10
<PAGE>
LONG TERM INCENTIVE PLAN AWARDS
In 1995, 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 OF PERFORMANCE PERIOD --------------------------
NAME SHARES UNTIL PAYOUT THRESHOLD TARGET
- -------------------------------------------------------------- ----------- ------------------- --------------- ---------
<S> <C> <C> <C> <C>
James L. Broadhead............................................ 24,909 1/1/95 - 12/31/98 - 24,909
Paul J. Evanson............................................... 9,622 1/1/95 - 12/31/98 - 9,622
Jerome H. Goldberg............................................ 7,896 1/1/95 - 12/31/98 - 7,896
Dennis P. Coyle............................................... 5,508 1/1/95 - 12/31/98 - 5,508
C. O. Woody................................................... 4,673 1/1/95 - 12/31/98 - 4,673
<CAPTION>
NAME MAXIMUM
- -------------------------------------------------------------- -----------
<S> <C>
James L. Broadhead............................................ 39,854
Paul J. Evanson............................................... 15,395
Jerome H. Goldberg............................................ 12,634
Dennis P. Coyle............................................... 8,813
C. O. Woody................................................... 7,477
</TABLE>
The performance share awards shown above are payable at the end of the four-year
performance period. 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 1995 Annual Incentive Plan performance indicators
is included in the Compensation Committee Report herein.
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 1995 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 50
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 500,000 $ 99,101 $ 198,190 $ 247,291 $ 260,931 $ 263,319
600,000 119,101 238,190 297,291 313,431 315,819
700,000 139,101 278,190 347,291 365,931 368,319
800,000 159,101 318,190 397,291 418,431 420,819
900,000 179,101 358,190 447,291 470,931 473,319
1,000,000 199,101 398,190 497,291 523,431 525,819
1,100,000 219,101 438,190 547,291 575,931 578,319
1,200,000 239,101 478,190 597,291 628,431 630,819
1,300,000 259,101 518,190 647,291 680,931 683,319
1,400,000 279,101 558,190 697,291 733,431 735,819
1,500,000 299,101 598,190 747,291 785,931 788,319
1,600,000 319,101 638,190 797,291 838,431 840,819
1,700,000 339,101 678,190 847,291 890,931 893,319
1,800,000 359,101 718,190 897,291 943,431 945,819
</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 that table. The
estimated credited years of service for the executive officers named in the
Summary Compensation Table are: Mr. Broadhead, 7 years; Mr. Evanson, 3 years;
Mr. Goldberg, 6 years; Mr. Coyle, 6 years; and Mr. Woody, 39 years. Amounts
shown in the table reflect deductions to partially cover employer contributions
to Social Security.
11
<PAGE>
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 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.
FPL's employment agreement with Mr. Goldberg, who retired March 1, 1996,
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 minimum base salary of $765,900 per year, subject to increases based upon
corporate and individual performance and increases in cost-of-living indices,
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.
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>
PERFORMANCE GRAPH
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 Utilities Index (Dow Jones
Electrics). The comparison covers the five years ended December 31, 1995, and is
based on an assumed $100 investment on December 31, 1990, in each of the S&P 500
Index, the Dow Jones Electrics, and FPL Group Common Stock. The Dow Jones
Electrics is based on the performance of 45 electric and electric/gas
combination utilities. It includes FPL Group as well as other utility holding
companies with diversified operations.
[GRAPH]
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, 1996, and to
perform such other services as may be required of them.
Representatives of Deloitte & Touche LLP will be present at the 1996 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.
13
<PAGE>
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, and both representing
an additional family interest of 500 shares, and/or Kay Griffin, as the owner of
250 shares, 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 17%, 7,074 owners of 32,470,245 shares, were cast in
favor of this proposal. The vote against included 7,416 unmarked proxies.
A California law 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. 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. In many cases authorities come in after
and say the director or directors were not qualified. We were delighted to
see the SEC has finally taken action to prevent bad directors from being on
boards of public companies. The SEC should have hearings to prevent such
persons becoming directors before they harm investors.
We think cumulative voting is the answer to find new directors for various
committees. Some recommendations have been made to carry out the CERES 10
points. The 11th should be, in our opinion, having cumulative voting and
ending staggered boards.
Many successful corporations have cumulative voting. For example, Pennzoil
defeated Texaco in that famous case. Ingersoll-Rand also having cumulative
voting won two awards. FORTUNE magazine ranked it 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."
In 1994 and 1995 they raised their dividend.
Lockheed-Martin, as well as VWR Corporation now have a provision that if
anyone has 40% of the shares cumulative voting applies, it applies at the
latter company.
In 1995 American Premier adopted cumulative voting. Allegheny Power System
tried to take away cumulative voting, as well as put in a stagger system,
and stockholders defeated it, showing stockholders are interested in their
rights.
The outrageous way the dividend was cut in the past with no investigation of
the evident advance news leak, as well as the past Colonial Penn Insurance
losses, should be enough proof of the need for cumulative voting.
If you agree, please mark your proxy FOR; if disagreeing mark AGAINST. NOTE:
PROXIES NOT MARKED WILL BE VOTED FOR THIS RESOLUTION."
Note: Mr. Gilbert incorrectly states that proxies not marked will be voted for
the resolution. As explained on the first page of this proxy statement, proxies
not marked will be voted against this proposal.
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.
14
<PAGE>
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 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
mutual 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, adopts 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, 1994 and 1995 Annual Meetings of Shareholders. In each
instance the proposal was overwhelmingly defeated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.
SHAREHOLDER PROPOSAL TO AMEND THE LONG TERM INCENTIVE PLAN
Roger C. and Virginia L. Zwieg, Trustees of the Roger C. Zwieg and Virginia L.
Zwieg Trust, 9080 S.W. 213th Terrace, Dunnellon, Florida 34431, as owners of
2853 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:
"The shareholders request that the Long Term Incentive Plan be modified so
that under future executive compensation arrangements the value of stock and
or cash paid under this plan shall not exceed $200,000 to any one executive
in any calendar or fiscal year."
The shareholder proponents have submitted the following statement in support of
their proposal:
"Current executive compensation levels have grown at a rate greatly
exceeding the growth rate of corporate profits, earnings per share, and
total return to shareholders.
Top executives are handsomely compensated with ample salaries, generous
bonuses, and other compensation. In addition they receive liberal corporate
perquisites and lavish retirement benefits.
Long Term Incentive payments of up to $200,000 per year should adequately
motivate senior executives to perform the services expected of them.
We recommend a vote "FOR" this Modification of the Long Term Incentive
Plan."
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.
15
<PAGE>
THE BOARD OF DIRECTORS OPPOSES AMENDING THE LONG TERM INCENTIVE PLAN FOR THE
FOLLOWING REASONS:
A generally accepted principle of contemporary executive compensation practice
is that a substantial portion of an executive officer's compensation should be
dependent upon performance. The Zwiegs' proposal to limit payments under FPL
Group's Long Term Incentive Plan to an arbitrary amount is completely at odds
with this principle and therefore should be rejected.
Qualified and capable executive officers are essential to the success of FPL
Group and to building value for its shareholders. In order to attract and retain
such people, the Corporation must provide a competitive level of total
compensation. To align the interests of executive officers with the interests of
shareholders, the ability of executive officers to earn the targeted level of
total compensation should be dependent upon the achievement of the Corporation's
strategies and goals and meaningfully related to the total return to the
shareholders.
The Compensation Committee of FPL Group's Board of Directors is comprised of
seven independent directors. As more fully described in its report included in
this proxy statement, the Compensation Committee determines a targeted level of
total compensation for each executive officer based on a "comparator group" of
companies, other industry data, and advice from independent consultants. It then
allocates that targeted level of compensation among base salary (30% to 60%),
annual incentive compensation (20% to 35%), and long-term incentive compensation
(30% to 40%). The amount of annual incentive compensation and long-term
incentive compensation an officer receives depends upon the achievement of
corporate and individual goals. The more senior the officer, the greater the
portion of compensation that is performance-based.
Given the necessity of providing competitive levels of total compensation for
executive officers, arbitrarily limiting the amount of long-term incentive
compensation as the Zwiegs propose would not result in a decrease in total
compensation, but merely a decrease in the portion linked to long-term
performance. It is difficult to see how this would be advantageous to the
Corporation's shareholders.
One of the objectives of the Long Term Incentive Plan is to align the interests
of executive officers with the interests of shareholders. This is accomplished
not only by making payouts under the plan dependent upon long-term performance,
but by making payouts (other than cash payments for income taxes) in the form of
shares of FPL Group Common Stock which the officer is expected to retain
throughout his or her employment by the Corporation. The Zwiegs' proposal would
frustrate this objective by decreasing the amount of an officer's compensation
and net worth that is dependent upon the long-term performance of the
Corporation and the value of its Common Stock. Again, it is difficult to see how
this would be advantageous to the Corporation's shareholders.
To summarize, the Zwiegs' proposal is contrary to sound executive compensation
principles and practices and opposed to the best interests of shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.
16
<PAGE>
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 1997
Annual Meeting of Shareholders must be received at FPL Group's principal
executive offices on or before November 27, 1996. 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 $7,500 plus
out-of-pocket expenses. FPL Group will reimburse custodians, nominees or other
persons for their out-of-pocket expenses in sending proxy materials to
beneficial owners.
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.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AT THE ANNUAL MEETING. ACCORDINGLY, YOU ARE RESPECTFULLY REQUESTED
TO MARK, SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE.
BY ORDER OF THE BOARD OF DIRECTORS.
DENNIS P. COYLE
SECRETARY
MARCH 25, 1996
17
<PAGE>
[LOGO]
March 25, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at 10:00 a.m. on Monday, May 13, 1996, 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,
/s/ JAMES L. BROADHEAD
James L. Broadhead
Chairman of the Board and
Chief Executive Officer
DETACH HERE FPL 8
/X/ Please mark votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSALS 1 AND 2
FOR WITHHOLD
1. Election of Directors (see reverse). / / / /
______________________________________
For all nominees except as noted above
ABSTAIN
2. Ratification of Auditors. / / / / / /
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "AGAINST" PROPOSALS 3 AND 4
FOR AGAINST ABSTAIN
3. A shareholder proposal relating to / / / / / /
cumulative voting for the election
of directors.
4. A shareholder proposal to amend / / / / / /
the Long Term Incentive Plan.
5. Such other business as may properly come
before the meeting.
Mark Here For Address Change / / Mark Here If You Plan / /
And Note At Left To Attend 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:___
<PAGE>
DETACH HERE FPL 8
P FPL GROUP, INC.
R P.O. BOX 472
O BOSTON, MA 02104
X
Y
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 13, 1996, and any adjournment or postponement
thereof, upon the matters referred to on this proxy and, in their discretion,
upon any other business that may come before the meeting.
This Proxy when properly executed will be voted in the manner 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, Lynne V. Cheney, Armando
M. Codina, Marshall M. Criser, B. F. Dolan, Willard D. Dover, Paul J.
Evanson, Drew Lewis, Frederic V. Malek and Paul R. Tregurtha
SEE REVERSE
(Sign on other side.) SIDE
