<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.
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(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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
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<PAGE>
FPL
GROUP
FPL GROUP, INC.
P.O. BOX 14000
700 UNIVERSE BOULEVARD
JUNO BEACH, FLORIDA 33408-0420
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 18, 1998
The Annual Meeting of Shareholders of FPL Group, Inc., will be held in Palm
Beach Gardens, Florida, at the Palm Beach Gardens Marriott, 4000 RCA Boulevard,
at 10:00 a.m. on Monday, May 18, 1998, to consider and act upon:
-Election of directors.
-Ratification of the appointment of Deloitte & Touche LLP as auditors.
-A shareholder proposal regarding cumulative voting.
-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 9, 1998.
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 legal proxy,
a recent brokerage statement 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 ATTEND, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
By order of the Board of Directors.
DENNIS P. COYLE
Secretary
March 30, 1998
<PAGE>
FPL GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 1998
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 18, 1998. 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 proposal regarding cumulative voting.
-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 9, 1998, 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 9, 1998, the Corporation had 181,512,385 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
30, 1998.
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 (the "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
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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 or her present position continuously
for five years or more and his or her 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, 64, became of counsel to Womble, Carlyle,
Sandridge & Rice, a North Carolina-based law firm in November 1997, after
retiring as a senior partner from the law firm of Arnelle, Hastie, McGee, Willis
& Greene, a law firm whose predecessor he co-founded in 1985. He is a director
of Armstrong World Industries, Inc., Eastman Chemical, Textron, Inc., Union
Pacific Resources Group, Inc., Wells Fargo & Co., Wells Fargo Bank, N.A., and
Waste Management, Inc. He served as vice-chairman and then chairman of the
Pennsylvania State University Board of Trustees from 1993 to 1998. Mr. Arnelle
has been a director of FPL Group since 1990.
[PHOTO] SHERRY S. BARRAT Mrs. Barrat, 48, is president of Northern Trust Bank of
Florida for Palm Beach and Martin Counties, and a director of Northern Trust
Bank of Florida. She is also a member of the board of directors of the Kravis
Center for the Performing Arts and the Economic Council of Palm Beach County.
Mrs. Barrat became a director of FPL Group in February 1998.
[PHOTO] ROBERT M. BEALL, II Mr. Beall, 54, 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 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 has been a
director of FPL Group since 1989.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
[PHOTO] JAMES L. BROADHEAD Mr. Broadhead, 62, 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 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.
[PHOTO] J. HYATT BROWN Mr. Brown, 60, 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, First
Floridian Auto & Home Insurance Company, 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.
[PHOTO] ARMANDO M. CODINA Mr. Codina, 51, is the chairman and chief executive officer
of Codina Group, Inc., a Coral Gables, Florida-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., AMR, Inc., BellSouth Corporation, CSR America, Inc., and Winn-Dixie
Stores, Inc. Mr. Codina has been a director of FPL Group since 1994.
[PHOTO] MARSHALL M. CRISER Mr. Criser, 69, became of counsel to McGuire, Woods, Battle
& Boothe, L.L.P., in 1997. For eight years before, he was chairman of the
Jacksonville law firm of Mahoney Adams & Criser, P.A. He was also formerly
president of the University of Florida. Mr. Criser is a director of CSR America,
Inc., Flagler System, Inc., and Perini Corporation, and is chairman of The
Emerald Funds. 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>
<TABLE>
<S> <C>
[PHOTO] B. F. DOLAN Mr. Dolan, 70, 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, Inc. in
1960. He is a director of First Union Corporation and Polaris Industries, Inc.
Mr. Dolan has been a director of FPL Group since 1992.
[PHOTO] WILLARD D. DOVER Mr. Dover, 67, 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 Southeastern University Law Center and Florida Atlantic University
Foundation, Inc., and as chairman of the Florida Atlantic Research and
Development Authority. Mr. Dover has been a director of FPL Group since 1989.
[PHOTO] ALEXANDER W. DREYFOOS JR. Mr. Dreyfoos, 66, is the owner and chief executive
officer of the Dreyfoos Group of companies. These include Photo Electronics
Corporation, a developer of electronic equipment for the photographic industry,
which he founded in 1963. He is a director of First Union National Bank of
Florida and Kuhlman Corporation. He serves as chairman of the Raymond F. Kravis
Center for the Performing Arts, and a trustee of M.I.T. Corporation. He is a
member of the Florida Council of 100 and a founding member and former chairman
of the Economic Council of Palm Beach County. Mr. Dreyfoos has been a director
of FPL Group since February 1997.
[PHOTO] PAUL J. EVANSON Mr. Evanson, 56, 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 & 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, 66, was chairman and chief executive officer of Union
Pacific Corporation, a transportation and natural resources company, from 1986
to 1997. He is a director of American Express Company, Gannett Co., Inc.,
Gulfstream Aerospace Corp., Lucent Technologies, Inc., and Union Pacific
Resources Group, Inc. Mr. Lewis served as U.S. Secretary of Transportation from
1981 to 1983, 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.
[PHOTO] FREDERIC V. MALEK Mr. Malek, 61, has been chairman of Thayer Capital Partners,
a merchant bank, since March 1993. 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., CB Commercial Group, Choice Hotels, Inc., Manor Care, Inc.,
Northwest Airlines, Inc., and various PaineWebber mutual funds. Mr. Malek has
been a director of FPL Group since 1987.
[PHOTO] PAUL R. TREGURTHA Mr. Tregurtha, 62, 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 and
co-owner 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>
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, 1998, and to
perform such other services as may be required of them.
Representatives of Deloitte & Touche LLP will be present at the 1998 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/or John J. Gilbert, trustees
under the will of Samuel Rosenthal for 200 shares of Common Stock and/ or Kay
Griffin, Isle of Yew, 6264 Tall Cypress Circle, Lake Worth, Florida, 33463, as
the owner of 250 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 very strong support along the lines we suggest were shown at the
last annual meeting when 30%, an increase over the previous year, 6,830
owners of 38,503,045 shares, were cast in favor of this proposal. The vote
against included 4,727 unmarked proxies.
California law still requires that unless stockholders have voted not to
have cumulative voting they will have it. Ohio also has the same provision.
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.
Many successful corporations have cumulative voting. Example, Pennzoil
defeated Texaco in that famous case. Texaco's recent problems might have
also been prevented with cumulative voting getting directors on the board to
prevent such things. Ingersoll-Rand, also having cumulative voting, won two
awards. FORTUNE magazine ranked it second [sic] 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.
6
<PAGE>
Lockheed-Martin, as well as VWR Corporation now have a provision that if
anyone has 40% or more of the shares cumulative voting applies: it does
apply 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. Also, Hewlett Packard, a very successful company, has cumulative
voting.
If you agree, please mark your proxy for this resolution; otherwise, it is
automatically cast against it unless you have marked to abstain."
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 its shareholders. 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.
Cumulative voting was originally developed to protect minority shareholders of
corporations dominated by a few large shareholders. For most modern
publicly-held corporations, like FPL Group, cumulative voting is inappropriate.
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 each of the Corporation's
last four 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.
7
<PAGE>
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 Utilities Index (Dow Jones
Electrics). The comparison covers the five years ended December 31, 1997, and is
based on an assumed $100 investment on December 31, 1992, 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 44 electric and electric/gas
combination utilities. It includes FPL Group as well as other utility holding
companies with diversified operations.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TOTAL RETURN FOR THE
<S> <C> <C> <C>
Five Years Ended December 31, 1997
Value of $100 on December 31,
FPL Group Dow Jones Electrics S&P 500
1992 $100 $100 $100
1993 $115 $112 $110
1994 $110 $98 $112
1995 $152 $129 $153
1996 $157 $130 $189
1997 $210 $165 $252
</TABLE>
In 1990, FPL Group announced its intention to focus on its core utility and
other energy-related businesses and to exit businesses not related to its core
strengths. Since then, FPL Group has realigned its senior management team,
reorganized Florida Power & Light Company and divested several
non-energy-related businesses. The graph below shows the cumulative total return
of FPL Group Common Stock since these fundamental changes were made. It covers
the seven years ended December 31, 1997, and assumes the investment of $100 on
December 31, 1990.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TOTAL RETURN FOR THE
<S> <C> <C> <C>
Seven Years Ended December 31, 1997
Value of $100 on December 31,
FPL Group Dow Jones Electrics S&P 500
1990 $100 $100 $100
1991 137 130 130
1992 144 138 140
1993 166 155 155
1994 158 136 157
1995 219 178 215
1996 226 180 265
1997 302 228 353
</TABLE>
8
<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............................................................................................ 8,460(b)(c)
Sherry S. Barrat............................................................................................ 200(d)
Robert M. Beall, II......................................................................................... 5,602(c)
David L. Blumberg........................................................................................... 4,000(e)
James L. Broadhead.......................................................................................... 152,557(f)(g)
J. Hyatt Brown.............................................................................................. 14,586(c)(h)
Lynne V. Cheney............................................................................................. 425(i)
Armando M. Codina........................................................................................... 7,903(b)(c)
Dennis P. Coyle............................................................................................. 12,710(f)
Marshall M. Criser.......................................................................................... 9,635(b)(c)(j)
B. F. Dolan................................................................................................. 16,050(c)
Willard D. Dover............................................................................................ 6,830(c)
Alexander W. Dreyfoos Jr.................................................................................... 5,480(b)
Paul J. Evanson............................................................................................. 13,610(b)(f)
Drew Lewis.................................................................................................. 11,055(c)
Frederic V. Malek........................................................................................... 5,577(c)
Paul R. Tregurtha........................................................................................... 7,829(b)(c)
C. O. Woody................................................................................................. 21,277(b)(f)(g)
Michael W. Yackira.......................................................................................... 25,473(f)(g)
All directors and executive officers as a group............................................................. 389,756(k)
Fidelity Management Trust Company........................................................................... 17,393,887(l)
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ------------
(a) Information is as of March 1, 1998, except for holdings under retirement
plans, which are as of December 31, 1997.
(b) Includes 1,937; 3,434; 670; 980; and 180 share units for Messrs. Arnelle,
Codina, Criser, Dreyfoos, and Tregurtha, respectively, and 7,664 and 4,082
shares for Messrs. Evanson and Woody, respectively, under deferred
compensation plans. Such units have no voting rights.
(c) Includes 5,117; 3,082; 4,236; 2,572; 6,365; 6,400; 5,930; 5,424; 4,577 and
4,649 share units for Messrs. Arnelle, Beall, Brown, Codina, Criser, Dolan,
Dover, Lewis, Malek, and Tregurtha, respectively, granted in connection with
the termination of the FPL Group, Inc. Non-Employee Director Retirement
Plan. Such units have no voting rights and are subject to forfeiture upon
retirement from the Board before age 65.
(d) Mrs. Barrat became a member of the Board on February 16, 1998.
(e) Mr. Blumberg retired from the Board on May 12, 1997.
(f) Includes 11,456; 2,739; 2,437; 1,045 and 1,560 share units for Messrs.
Broadhead, Coyle, Evanson, Woody and Yackira, respectively, credited to a
Supplemental Matching Contribution Account under the Supplemental Executive
Retirement Plan.
(g) Includes 96,800; 10,000 and 10,000 shares of restricted stock as to which
Messrs. Broadhead, Woody and Yackira, respectively, have voting but not
investment power.
(h) Includes 350 shares as to which Mr. Brown disclaims beneficial ownership.
(i) Mrs. Cheney resigned from the Board on November 11, 1997. As of that date,
she forfeited 3,273 share units granted in connection with the termination
of the FPL Group, Inc. Non-Employee Director Retirement Plan.
(j) Includes 2,300 shares as to which Mr. Criser disclaims beneficial ownership.
(k) Less than 1% of the Common Stock outstanding.
(l) 9.6% 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.
9
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 1997 except that fourteen transactions, which should
have been reported on nine monthly reports, involving the acquisition of
approximately 814.32 share units by Alexander W. Dreyfoos Jr. under FPL Group's
Deferred Compensation Plan were inadvertently reported late for Mr. Dreyfoos.
DIRECTOR MEETINGS AND COMMITTEES
The Board of Directors met ten times in 1997. 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 Mrs. Barrat and Messrs.
Arnelle, Criser (Chairman), Dolan, Dover, and Dreyfoos met four times in 1997.
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, Brown
(Chairman), Codina, Dolan, Lewis, and Tregurtha, met six times in 1997. 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), Brown,
Criser, Dolan, Malek, and Tregurtha, met four times in 1997. 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, P.O. Box 14000, 700 Universe Boulevard, 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. Since 1997, newly-elected directors
have been awarded 200 shares of Common Stock under FPL Group's Non-Employee
Directors Stock Plan.
Effective November 1, 1996, FPL Group's Non-Employee Director Retirement Plan
was terminated. Non-employee directors who retired at or prior to the 1997
annual shareholders' meeting 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. Retirement benefits of non-employee directors in
office in 1996 and not retiring at or prior to the 1997 annual shareholders'
meeting were converted to share units of FPL Group Common Stock. Such directors
will be entitled to payment of the then current value of these share units upon
ending service as a Board member at or after age 65.
Non-employee directors are covered by travel and accident insurance while on FPL
Group business and, until May 12, 1997, were eligible for supplemental medical
coverage. Total premiums attributable to such directors amounted to $24,192 for
1997.
10
<PAGE>
Fleming, O'Bryan & Fleming, P.A., in which Willard D. Dover is a principal,
performed legal services for Florida Power & Light Company during 1997 and will
do so in 1998. The fees paid in 1997 were not material to FPL or the law firm.
COMPENSATION COMMITTEE REPORT
The Compensation Committee submits the following report for 1997:
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 1997 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 1998 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
telecommunications 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 1997, the three components were structured so that base salary
represented 30% to 60% of an executive officer's total targeted compensation,
annual incentive compensation represented 15% to 25% of such compensation, and
long-term incentive compensation represented 25% to 50% 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 employment agreement provides that his base salary shall not be less
than his base salary in effect when the agreement was signed in 1993; otherwise
his base salary 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 1997 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 1997, 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 1997 were less than the maximum amounts that could have
been paid based on the attainment of the net income goals.
11
<PAGE>
Long-term incentive compensation is based on the average level of achievement
under the annual incentive plans over a four-year period for four year
performance shares, and on the average annual total shareholder return of FPL
Group, as compared to that of the Dow Jones Electric Utilities Index companies,
for three-year performance shares. 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. 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 four-year award payout (except for cash for the payment
of incomes taxes) is made in shares of Common Stock which the recipient is
expected, absent special circumstances, to hold for the duration of his or her
employment.
For 1997, Mr. Broadhead, FPL Group's chief executive officer, was paid $900,000
in base salary, $877,500 in annual incentive compensation, and $1,491,638
(consisting of 12,641 shares of Common Stock and $745,819 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 1997 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 and/or new businesses
(weighted 15%) 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, net income, regulatory return on
equity, and operating cash flow. The operating indicators were 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, SALP ratings for nuclear power plants, unplanned trips of
nuclear power plants, employee safety, number of significant environmental
violations, customer satisfaction survey results, load management installed
capability, conservation program's annual installed capacity, and full-time
equivalent workforce. For the non-utility and/or new businesses, the performance
measures were total combined net income and the achievement of the net income
targets for ESI Energy, Inc. and Turner Foods Corporation; the development of
wholesale energy marketing capabilities and retail marketing strategies; and the
evaluation of international and domestic acquisitions. The qualitative factors
included 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, 1997 (although the
long-term payout was limited to 100% of target). Like 1997, the performance
measures for 1994, 1995, and 1996 were based on predefined financial,
operational, and strategic objectives.
Respectfully submitted,
THE COMPENSATION COMMITTEE
<TABLE>
<S> <C>
J. Hyatt Brown, Chairman B. F. Dolan
H. Jesse Arnelle Drew Lewis
Robert M. Beall, II Paul R. Tregurtha
Armando M. Codina
</TABLE>
12
<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, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- ------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S)(C) PAYOUTS(A) COMPENSATION(B)
- ------------------------------------ ---- -------- -------- ------------ ----------- ---------- ---------------
James L. Broadhead (c).............. 1997 900,000 877,500 10,439 1,491,638 12,006
Chairman, President & CEO of FPL 1996 860,000 681,100 11,399 990,206 13,685
Group and Chairman & CEO of FPL 1995 823,700 700,000 33,343 1,041,085 17,474
Paul J. Evanson..................... 1997 564,300 423,200 2,646 306,741 15,233
President of FPL 1996 540,000 340,200 2,925 197,471 15,868
1995 500,000 307,400 3,691 155,513 12,906
Dennis P. Coyle..................... 1997 376,200 211,600 3,830 329,810 11,333
General Counsel & 1996 360,000 170,100 - 218,965 11,550
Secretary of FPL Group & FPL 1995 333,900 152,700 4,127 245,851 13,156
Michael W. Yackira.................. 1997 320,000 208,000 3,830 572,500 236,354 10,761
Chief Financial Officer 1996 300,000 141,800 4,178 156,927 10,654
of FPL Group & FPL 1995 275,000 126,900 5,202 176,200 10,450
C. O. Woody......................... 1997 308,000 135,800 5,663 572,500 279,837 12,959
Sr. Vice President, 1996 295,000 142,500 3,882 184,711 13,448
Power Generation, of FPL 1995 283,300 133,400 3,234 207,350 15,539
</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. Messrs. Evanson and Woody deferred their payouts under FPL Group's
Deferred Compensation Plan.
(b) Represents employer matching contributions of $7,600 to employee thrift
plans for each individual and employer contributions for life insurance as
follows: Mr. Broadhead $4,406, Mr. Evanson $7,633, Mr. Coyle $3,733, Mr.
Yackira $3,161, and Mr. Woody $5,359.
(c) At December 31, 1997, Mr. Broadhead held 96,800 shares of restricted Common
Stock with a value of $5,729,350. 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. In 1997, 10,000 restricted shares
were awarded to Messrs. Yackira and Woody, which will vest on August 14,
2007, and June 18, 2000, respectively. Dividends at normal rates are paid on
restricted Common Stock.
13
<PAGE>
LONG TERM INCENTIVE PLAN AWARDS
In 1997, performance awards 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 tables.
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.............................................. 22,310 1/1/97 - 12/31/00 - 22,310
Paul J. Evanson................................................. 8,902 1/1/97 - 12/31/00 - 8,902
Dennis P. Coyle................................................. 5,087 1/1/97 - 12/31/00 - 5,087
Michael W. Yackira.............................................. 4,327 1/1/97 - 12/31/00 - 4,327
C. O. Woody..................................................... 4,165 1/1/97 - 12/31/00 - 4,165
<CAPTION>
NAME MAXIMUM
- ---------------------------------------------------------------- -----------
<S> <C>
James L. Broadhead.............................................. 35,696
Paul J. Evanson................................................. 14,243
Dennis P. Coyle................................................. 8,139
Michael W. Yackira.............................................. 6,923
C. O. Woody..................................................... 6,664
</TABLE>
The performance share awards in the preceding table 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 1997 Annual Incentive Plan
performance indicators is included in the Compensation Committee Report herein.
<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.............................................. 15,211 1/1/97 - 12/31/99 - 15,211
Paul J. Evanson................................................. 7,630 1/1/97 - 12/31/99 - 7,630
Dennis P. Coyle................................................. 3,815 1/1/97 - 12/31/99 - 3,815
Michael W. Yackira.............................................. 3,606 1/1/97 - 12/31/99 - 3,606
C. O. Woody..................................................... 3,123 1/1/97 - 12/31/99 - 3,123
<CAPTION>
NAME MAXIMUM
- ---------------------------------------------------------------- -----------
<S> <C>
James L. Broadhead.............................................. 24,338
Paul J. Evanson................................................. 12,208
Dennis P. Coyle................................................. 6,104
Michael W. Yackira.............................................. 5,770
C. O. Woody..................................................... 4,997
</TABLE>
The shareholder value share awards in the preceding table are payable at the end
of the three-year performance period. The amount of the payout is determined by
multiplying the participant's target number of shares by a factor based on the
average annual total shareholder return of FPL Group (price appreciation of FPL
Group Common Stock plus dividends) as compared to the total shareholder return
of the Dow Jones Electric Utilities Index companies over the three-year
performance period. The payout may not exceed 160% of targeted awards.
14
<PAGE>
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 1997 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>
$ 300,000 $ 58,974 $ 117,936 $ 146,910 $ 155,487 $ 157,875
400,000 78,974 157,936 196,910 207,987 210,375
500,000 98,974 197,936 246,910 260,487 262,875
600,000 118,974 237,936 296,910 312,987 315,375
700,000 138,974 277,936 346,910 365,487 367,875
800,000 158,974 317,936 396,910 417,987 420,375
900,000 178,974 357,936 446,910 470,487 472,875
1,000,000 198,974 397,936 496,910 522,987 525,375
1,100,000 218,974 437,936 546,910 575,487 577,875
1,200,000 238,974 477,936 596,910 627,987 630,375
1,300,000 258,974 517,936 646,910 680,487 682,875
1,400,000 278,974 557,936 696,910 732,987 735,375
1,500,000 298,974 597,936 746,910 785,487 787,875
1,600,000 318,974 637,936 796,910 837,987 840,375
1,700,000 338,974 677,936 846,910 890,487 892,875
1,800,000 358,974 717,936 896,910 942,987 945,375
1,900,000 378,974 757,936 946,910 995,487 997,875
2,000,000 398,974 797,936 996,910 1,047,987 1,050,375
</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, 9 years; Mr. Evanson, 5 years;
Mr. Coyle, 8 years; Mr. Yackira, 8 years; and Mr. Woody, 41 years. Amounts shown
in the table reflect deductions to partially cover employer contributions to
Social Security.
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 or his surviving beneficiary equal to
61% to 70% of his average annual compensation for the three years prior to his
retirement between age 62 (1998) and age 65 (2001), 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 1999 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.
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.
A supplemental retirement plan for Mr. Evanson provides for benefits based on
two times his credited years of service up to age 65 and one times his credited
years of service thereafter.
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.
15
<PAGE>
EMPLOYMENT AGREEMENTS
The Corporation has an employment agreement with Mr. Broadhead that provides for
automatic one-year extensions after 1997 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, 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.
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 1999
Annual Meeting of Shareholders must be received at FPL Group's principal
executive offices on or before November 30, 1998. Such shareholder proposals may
be mailed to Dennis P. Coyle, Secretary, FPL Group, Inc., Post Office Box 14000,
700 Universe Boulevard, 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 $5,500 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.
16
<PAGE>
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 30, 1998
17
<PAGE>
0732-PS-98
<PAGE>
DETACH HERE
PROXY
FPL GROUP, INC.
P.O. Box 9372
Boston, MA 02205
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Dennis P. Coyle, Lawrence J. Kelleher, and
Mary Lou Kromer, 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 18, 1998, and any adjournment or postponement thereof, upon
the matters referred to on this proxy and, in their discretion, upon any
other business that may properly 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 proposal 3.
1. Election of Directors: H. Jesse Arnelle, Sherry S. Barrat, Robert M.
Beall, II, James L. Broadhead, J. Hyatt Brown, Armando M. Codina, Marshall M.
Criser, B.F. Dolan, Willard D. Dover, Alexander W. Dreyfoos Jr., Paul J.
Evanson, Drew Lewis, Frederic V. Malek and Paul R. Tregurtha.
-----------
SEE REVERSE
(Sign on other side.) SIDE
-----------
<PAGE>
DETACH HERE
/x/ Please mark
votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSALS 1 AND 2 A VOTE "AGAINST" PROPOSAL 3
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of / / / / 2. Ratification of / / / / / / 3. A shareholder proposal / / / / / /
Directors. Auditors. relating to cumulative
(see reverse). voting for the election
of directors.
</TABLE>
- ---------------------------------------
For all nominees except as noted above 4. Such other business as
may properly come before
the meeting.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
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: _____
