<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section240.14a-11(c) or
Section240.14a-12
</TABLE>
<TABLE>
<S> <C>
FPL GROUP, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
FPL
GROUP
FPL GROUP, INC.
P.O. BOX 14000
700 UNIVERSE BOULEVARD
JUNO BEACH, FLORIDA 33408-0420
- -----------------------------------------------------------------
- -----------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 2000
The Annual Meeting of Shareholders of FPL Group, Inc. will be held in Palm Beach
Gardens, Florida, at the PGA National Resort, 400 Avenue of the Champions, at
10:00 a.m. on Monday, May 15, 2000, to consider and act upon:
-Election of directors.
-Ratification of the appointment of Deloitte & Touche LLP as auditors.
-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 6, 2000.
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 31, 2000
<PAGE>
FPL GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 2000
PROXY STATEMENT
ANNUAL MEETING
The Annual Meeting of Shareholders of FPL Group, Inc. ("FPL Group" or the
"Corporation") will be held at 10:00 a.m. on Monday, May 15, 2000. 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 your 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.
-In accordance with the best judgment of the persons acting under the proxy
concerning other matters that are properly brought before the meeting and
at any adjournment or postponement thereof.
Shareholders of record at the close of business on March 6, 2000, are entitled
to notice of, and to vote at, the meeting. Each share of Common Stock, $.01 par
value, of the Corporation is entitled to one vote. At the close of business on
March 6, 2000, the Corporation had 178,166,335 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 31, 2000.
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 expressly requires or permits the Board of
Directors to require a greater vote, or FPL Group's Articles of Incorporation or
Bylaws 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 thirteen 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>
H. JESSE ARNELLE Mr. Arnelle, 66, became of counsel to
[LOGO] Womble, Carlyle, Sandridge & Rice, a North Carolina-based
law firm, in November 1997, after retiring in 1996 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 Company, Gannett Corporation,
Textron, Inc., Union Pacific Resources Group, Inc., 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.
SHERRY S. BARRAT Mrs. Barrat, 50, is president and chief
[LOGO] executive officer of Northern Trust Bank of California, N.A.
Prior to being elected to that office in January 1999, she
was president of Northern Trust Bank for Palm Beach and
Martin Counties, Florida. While in Florida, she was also a
member of the board of directors of the Raymond F. 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.
ROBERT M. BEALL, II Mr. Beall, 56, is chairman and chief
[LOGO] 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>
JAMES L. BROADHEAD Mr. Broadhead, 64, is chairman and chief
[LOGO] 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., New York Life Insurance Company, and The Pittston
Company, and a trustee of Cornell University. Mr. Broadhead
has been a director of FPL Group since 1989.
J. HYATT BROWN Mr. Brown, 62, is chairman, president and
[LOGO] chief executive officer of Brown & Brown, Inc., an insurance
broker based in Daytona Beach and Tampa, Florida. 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.
ARMANDO M. CODINA Mr. Codina, 53, is the chairman and chief
[LOGO] 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 AMR
Corporation, BellSouth Corporation, CSR America, Inc., The
Quaker Oats Company, and Winn-Dixie Stores, Inc. Mr. Codina
has been a director of FPL Group since 1994.
MARSHALL M. CRISER Mr. Criser, 71, became of counsel to
[LOGO] 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 Systems, 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>
3
<PAGE>
<TABLE>
<S> <C>
WILLARD D. DOVER Mr. Dover, 69, has been a member of the
[LOGO] Fort Lauderdale law firm of Niles, Dobbins, Meeks, Raleigh &
Dover since 1998. For 40 years prior thereto he was a member
of the law firm of Fleming, O'Bryan & Fleming, P.A. He is a
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.
ALEXANDER W. DREYFOOS, JR. Mr. Dreyfoos, 68, is the owner
[LOGO] 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. 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.
PAUL J. EVANSON Mr. Evanson, 58, became the president of
[LOGO] Florida Power & Light Company and a director of FPL Group in
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 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 and Lynch Interactive
Corporation.
DREW LEWIS Mr. Lewis, 68, was chairman and chief executive
[LOGO] 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.,
Millennium Bank, 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.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
FREDERIC V. MALEK Mr. Malek, 63, has been chairman of
[LOGO] 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 Aegis Communications Group, Inc., American
Management Systems, Inc., Automatic Data Processing
Corporation, Inc., CB Richard Ellis, Global Vacation Group,
Inc., HCR-Manor Care, Inc., Northwest Airlines, Inc., Saga
Systems, Inc., and various PaineWebber mutual funds. Mr.
Malek has been a director of FPL Group since 1987.
PAUL R. TREGURTHA Mr. Tregurtha, 64, is chairman and chief
[LOGO] executive officer of Mormac Marine Group, Inc., a maritime
shipping company, and 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 Boston Financial Corporation,
Alliance Resource Management GP, LLC, 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.
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, 2000, and
to perform such other services as may be required of them.
Representatives of Deloitte & Touche LLP will be present at the 2000 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.
5
<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
500 Index (S&P 500) and the Dow Jones Electric Utilities Index (Dow Jones
Electrics). The comparison covers the five years ended December 31, 1999 and is
based on an assumed $100 investment on December 31, 1994, in each of the S&P
500, 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.
TOTAL RETURN FOR THE
FIVE YEARS ENDED DECEMBER 31, 1999
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
VALUE OF $100 ON DECEMBE 31,
<S> <C> <C> <C> <C> <C> <C>
1994 1995 1996 1997 1998 1999
FPL Group $100 138 143 191 206 149
Dow Jones Electrics $100 132 133 168 192 162
S & P 500 $100 138 169 226 290 351
</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 essentially all its
non-energy-related businesses. The graph below shows the cumulative total
return, including reinvestment of dividends, of FPL Group Common Stock since
these fundamental changes were made. It covers the nine years ended
December 31, 1999, and assumes the investment of $100 on December 31, 1990.
TOTAL RETURN FOR THE
NINE YEARS ENDED DECEMBER 31, 1999
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
VALUE OF $100 ON DECEMBE 31,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
FPL Group $100 137 144 166 158 219 226 302 325 235
Dow Jones Electrics $100 130 138 155 136 178 180 228 260 219
S & P 500 $100 130 140 155 157 215 265 353 454 550
</TABLE>
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............................................ 9,550(b)(c)(e)
Sherry S. Barrat............................................ 3,490(b)(e)
Robert M. Beall, II......................................... 7,583(c)(e)
James L. Broadhead.......................................... 271,744(b)(d)(e)
J. Hyatt Brown.............................................. 15,545(c)(e)(g)
Armando M. Codina........................................... 10,795(b)(c)(e)
Dennis P. Coyle............................................. 69,612(d)(e)(f)
Marshall M. Criser.......................................... 11,286(b)(c)(e)(g)
B. F. Dolan................................................. 17,677(c)(e)
Willard D. Dover............................................ 7,734(c)(e)
Alexander W. Dreyfoos, Jr................................... 8,517(b)(e)
Paul J. Evanson............................................. 107,339(b)(d)(e)(f)
Drew Lewis.................................................. 11,976(c)(e)
Frederic V. Malek........................................... 6,526(c)(e)
Thomas F. Plunkett.......................................... 59,654(b)(d)(e)(f)
Paul R. Tregurtha........................................... 8,782(b)(c)(e)
Michael W. Yackira.......................................... 98,359(d)(e)(f)
All directors and executive officers as a group............. 894,633(b)(c)(d)(e)(f)(h)
Fidelity Management Trust Company........................... 16,982,700(i)
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ------------
(a) Information is as of March 1, 2000, except for holdings under retirement
plans, which are as of December 31, 1999.
(b) Includes 35,869; 36,697; 8,842; 2,330; 5,208; 1,432; 2,817; 187; and 1,190
share units for Messrs. Broadhead, Evanson, Plunkett, Arnelle, Codina,
Criser, Dreyfoos, Tregurtha, and Mrs. Barrat, respectively, and a total of
130,798 share units for all directors and officers as a group, under
deferred compensation plans. Such units have no voting rights.
(c) Includes 4,947; 2,963; 4,095; 2,487; 6,154; 6,188; 5,734; 5,244; 4,427; and
4,495 share units for Messrs. Arnelle, Beall, Brown, Codina, Criser, Dolan,
Dover, Lewis, Malek, and Tregurtha, respectively, and a total of 46,734
share units for all directors and officers as a group, 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) Includes 15,625; 3,876; 4,335; 549; and 2,556 share units for
Messrs. Broadhead, Coyle, Evanson, Plunkett, and Yackira, respectively, and
a total of 28,967 share units for all directors and officers as a group,
credited to a Supplemental Matching Contribution Account under the
Supplemental Executive Retirement Plan.
(e) Includes 146,800; 15,000; 18,750; 18,750; and 18,750 shares of restricted
stock held by Messrs. Broadhead, Coyle, Evanson, Plunkett, and Yackira,
respectively, 1,100 shares of restricted stock held by each of
Messrs. Arnelle, Beall, Brown, Codina, Criser, Dolan, Dover, Lewis, Malek,
and Tregurtha and 1,300 shares of restricted stock held by each of
Mrs. Barrat and Mr. Dreyfoos, and a total of 314,150 shares of restricted
stock for all directors and officers as a group, as to which each person has
voting power but not investment power.
(f) Includes options held by Messrs. Coyle, Evanson, Plunkett, and Yackira to
purchase 25,000; 37,500; 25,000; and 37,500 shares, respectively, and
options to purchase a total of 162,500 shares for all directors and officers
as a group.
7
<PAGE>
(g) Includes 350 and 2,300 shares as to which Messrs. Brown and Criser,
respectively, disclaim beneficial ownership.
(h) Less than 1% of the Common Stock outstanding.
(i) 9.5% 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.
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 1999.
DIRECTOR MEETINGS AND COMMITTEES
The Board of Directors met eight times in 1999. Each director attended at least
75% of the Board meetings and all directors attended at least 75% of the
meetings of the committees on which he or she served except for Mr. Codina, who
attended 71% of the meetings of the committees on which he served.
FPL Group's Audit Committee, comprised of Mrs. Barrat and Messrs. Arnelle,
Criser (Chairman), Dolan, Dover, and Dreyfoos met five times in 1999. 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, comprised of Messrs. Arnelle, Beall, Brown
(Chairman), Codina, Dolan, Lewis, and Tregurtha, met five times in 1999. 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 1999. 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 $32,000 plus 500 shares of restricted Common Stock.
Non-employee committee chairpersons receive an additional annual retainer of
$4,000. A fee of $1,300 is paid to non-employee directors for each Board or
committee meeting attended. Newly-elected non-employee directors are awarded 200
shares of restricted Common Stock when they join the Board.
Effective November 1, 1996, FPL Group's Non-Employee Director Retirement Plan
was terminated. 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. Total premiums attributable to such directors amounted to $3,150
for 1999.
8
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee submits the following report for 1999:
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.
The Board of Directors adopted, and in 1994 and 1999 shareholders approved, an
Annual Incentive Plan that is intended to prevent the loss of the federal income
tax deductions available to the Corporation for the amount of any compensation
in excess of $1,000,000 paid to the chief executive officer and the four other
most highly-compensated officers. In accordance with the Annual Incentive Plan,
the Committee structured the 1999 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 2000 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 independent compensation
consultants. The Corporation's "comparator group" consists of nine electric
utilities (all of which are included in the Dow Jones Electric Utilities Index),
seven telecommunications companies, and eight general industrial companies
located in the Southeast. 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 1999, the three components were structured so that base salary
represented 25% 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 20% to 55% 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 1999 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 1999, the net income goal was met, and the average level of
achievement of the other performance
9
<PAGE>
measures exceeded the targets. However, the amounts paid out for 1999 were less
than the amounts that could have been paid based on the attainment of the net
income goal.
Long-term incentive compensation is based on the average level of achievement
under the annual incentive plans over a four-year period for performance share
awards, and on the average annual total shareholder return of FPL Group, as
compared to that of the Dow Jones Electric Utilities Index companies, over a
three-year period for shareholder value awards. Targeted awards, in the form of
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, four-year performance share award payouts (except for cash
for the payment of incomes taxes) are made in shares of Common Stock which the
recipient is expected, absent special circumstances, to hold for the duration of
his or her employment. No payout was made with respect to shareholder value
awards for the three-year period ended December 31, 1999.
For 1999, Mr. Broadhead, FPL Group's chief executive officer, was paid
$1,000,000 in base salary, $950,000 in annual incentive compensation, and
$1,148,751 (consisting of 28,104 shares of Common Stock) 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 1999 was based on the
achievement of the Corporation's net income goals and the following performance
measures for Florida Power & Light Company ("FPL") (weighted 75%) and the
non-utility and/or new businesses (weighted 25%) 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 and service unavailability; system performance as measured by
availability factors for the fossil power plants and an industry index for the
nuclear power plants; employee safety; number of significant environmental
violations; customer satisfaction survey results; load management installed
capability; and conservation programs' annual installed capacity. For the
non-utility and/or new businesses, the performance measures were total combined
return on equity; non-utility net income and return on equity; corporate and
other net income; employee safety; number of significant environmental
violations; and the development of a plan to meet five-year growth objectives.
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, 1999. As in 1999, the
performance measures for 1996, 1997, and 1998 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>
10
<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, Florida Power & Light
Company ("FPL"), or FPL Energy, LLC at December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------- ----------------------------------
OTHER RESTRICTED SECURITIES
NAME AND PRINCIPAL ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARD(S)(A) OPTIONS (#) PAYOUTS(B) COMPENSATION(C)
- ------------------ ---- ---------- ---------- ------------- ----------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James L. Broadhead.... 1999 $1,000,000 $ 950,000 $19,946 $2,557,800 250,000 $1,148,751 $13,423
Chairman and CEO of 1998 950,000 1,050,000 10,990 2,004,180 13,456
FPL Group and FPL 1997 900,000 877,500 10,439 1,491,638 12,006
Paul J. Evanson....... 1999 628,500 616,900 8,656 1,278,900 150,000 458,985 13,539
President of FPL 1998 592,500 546,900 2,785 704,304 13,746
1997 564,300 423,200 2,646 306,741 15,233
Michael W. Yackira.... 1999 408,500 316,200 8,953 1,278,900 150,000 210,792 10,563
President of FPL 1998 380,000 326,000 3,482 572,500 344,693 9,964
Energy, LLC 1997 320,000 208,000 3,830 236,354 10,761
Dennis P. Coyle....... 1999 424,000 275,600 8,445 1,023,120 100,000 251,095 10,879
General Counsel and 1998 400,000 288,000 667 412,413 10,910
Secretary of FPL 1997 376,200 211,600 3,830 329,810 11,333
Group and FPL
Thomas F. Plunkett.... 1999 340,000 219,100 10,088 255,780 100,000 179,564 10,146
President, Nuclear 1998 302,500 177,900 3,482 103,481 10,344
Division of FPL 1997 275,000 123,200 3,482 82,128 11,899
</TABLE>
- ------------
(a) At December 31, 1999, Mr. Broadhead held 146,800 shares of restricted Common
Stock with a value of $6,284,875. Of these, 96,800 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. The remaining
50,000 shares will vest in 2001. At December 31, 1999, Mr. Evanson held
25,000 shares of restricted Common Stock with a value of $1,070,313 that
vest as to 6,250 shares in each of years 2000, 2001, 2002, and 2003;
Mr. Yackira held 35,000 shares of restricted Common Stock with a value of
$1,498,438, 25,000 shares of which vest as to 6,250 shares in each of years
2000, 2001, 2002, and 2003; Mr. Coyle held 20,000 shares of restricted
Common Stock with a value of $856,250 that vest as to 5,000 shares in each
of years 2000, 2001, 2002, and 2003; Mr. Plunkett held 20,000 shares of
restricted Common Stock with a value of $856,250, 5,000 shares of which vest
as to 1,250 shares in each of years 2000, 2001, 2002, and 2003. Dividends at
normal rates are paid on restricted Common Stock.
(b) Payouts were made either entirely in shares of Common Stock, valued at the
closing price on the last business day preceding payout, or in a combination
of cash (for payment of income taxes) and shares of Common Stock.
Messrs. Evanson and Plunkett deferred their payouts under FPL Group's
Deferred Compensation Plan.
(c) For 1999, represents employer matching contributions of $7,600 to employee
thrift plans for each individual and employer contributions for life
insurance as follows: Mr. Broadhead $5,823, Mr. Evanson $5,939, Mr. Yackira
$2,963, Mr. Coyle $3,279, and Mr. Plunkett $2,546.
11
<PAGE>
LONG TERM INCENTIVE PLAN AWARDS
In 1999, performance awards, shareholder value awards, and stock option 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.
PERFORMANCE SHARE AWARDS
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
NUMBER PERFORMANCE PERIOD -------------------------------
NAME OF SHARES UNTIL PAYOUT TARGET (#) MAXIMUM (#)
- ---- --------- ------------------ ----------- --------------
<S> <C> <C> <C> <C>
James L. Broadhead............................... 19,687 1/1/99 - 12/31/02 19,687 31,499
Paul J. Evanson.................................. 7,874 1/1/99 - 12/31/02 7,874 12,598
Michael W. Yackira............................... 4,387 1/1/99 - 12/31/02 4,387 7,019
Dennis P. Coyle.................................. 4,553 1/1/99 - 12/31/02 4,553 7,285
Thomas F. Plunkett............................... 3,651 1/1/99 - 12/31/02 3,651 5,842
</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 1999 Annual Incentive Plan
performance indicators is included in the Compensation Committee Report herein.
SHAREHOLDER VALUE AWARDS
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
NUMBER PERFORMANCE PERIOD ------------------------------
NAME OF SHARES UNTIL PAYOUT TARGET (#) MAXIMUM (#)
- ---- --------- ------------------ ---------- -------------
<S> <C> <C> <C> <C>
James L. Broadhead............................... 13,423 1/1/99 - 12/31/01 13,423 21,477
Paul J. Evanson.................................. 6,749 1/1/99 - 12/31/01 6,749 10,798
Michael W. Yackira............................... 3,655 1/1/99 - 12/31/01 3,655 5,848
Dennis P. Coyle.................................. 3,415 1/1/99 - 12/31/01 3,415 5,464
Thomas F. Plunkett............................... 2,738 1/1/99 - 12/31/01 2,738 4,381
</TABLE>
The shareholder value 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 derived by
comparing the average annual total shareholder return of FPL Group (price
appreciation of FPL Group Common Stock plus dividends) 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.
12
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED TO EXERCISE OR GRANT DATE
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#) (A) FISCAL YEAR ($/SHARE) DATE ($) (B)
- ---- ------------------ ------------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
James L. Broadhead....................... 250,000 19.2% 51.156 2/15/06 2,247,027
Paul J. Evanson.......................... 150,000 11.5% 51.156 2/15/09 1,515,497
Michael W. Yackira....................... 150,000 11.5% 51.156 2/15/09 1,515,497
Dennis P. Coyle.......................... 100,000 7.7% 51.156 2/15/09 1,010,331
Thomas F. Plunkett....................... 100,000 7.7% 51.156 2/15/09 1,010,331
</TABLE>
- ------------
(a) Options granted are non-qualified stock options. Mr. Broadhead's options
will be exercisable on November 28, 2001. All other stock options will
become exercisable 25% per year and be fully exercisable after four years.
All options were granted at an exercise price per share of 100% of the fair
market value of FPL Group Common Stock on the date of grant.
(b) The values shown reflect standard application of the Black-Scholes pricing
model. Volatility is equal to 18.08% and yield is equal to 3.81%. The
interest rate is equal to the U.S. Treasury Strip Rate on the date of grant
with a term equal to that of the option (5.19% for the 7-year options
expiring 2/15/06 and 5.40% for the 10-year options expiring 2/15/09). The
values do not take into account risk factors such as non-transferability or
risk of forfeiture.
The preceding table sets forth information concerning individual grants of
common stock options during fiscal year 1999 to the executive officers named in
the Summary Compensation Table. Such awards are also listed in the Summary
Compensation Table of this Proxy Statement in the column entitled "Securities
Underlying Options."
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
ACQUIRED ON YEAR-END (#) FISCAL YEAR-END ($)
EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L Broadhead....................... 0 0 0 250,000 0 0
Paul J. Evanson......................... 0 0 0 150,000 0 0
Michael W. Yackira...................... 0 0 0 150,000 0 0
Dennis P. Coyle......................... 0 0 0 100,000 0 0
Thomas F. Plunkett...................... 0 0 0 100,000 0 0
</TABLE>
The preceding table sets forth information, with respect to the named officers,
concerning the exercise of stock options during the fiscal year and unexercised
options held at the end of the fiscal year. The named officers did not exercise
any stock options during 1999 and held no exercisable options at the end of the
year. All of the unexercisable options shown in the preceding table were granted
in 1999. At December 31, 1999, the fair market value of the underlying
securities (based on the closing share price of FPL Group Common Stock reported
on the NYSE of $42.8125 per share) did not exceed the exercise or base price of
the options, therefore the options were not in-the-money at fiscal year-end.
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 1999 at age 65 after the indicated years of service.
13
<PAGE>
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 $ 58,809 $ 117,606 $ 146,414 $ 154,909 $ 157,297
400,000 78,809 157,606 196,414 207,409 209,797
500,000 98,809 197,606 246,414 259,909 262,297
600,000 118,809 237,606 296,414 312,409 314,797
700,000 138,809 277,606 346,414 364,909 367,297
800,000 158,809 317,606 396,414 417,409 419,797
900,000 178,809 357,606 446,414 469,909 472,297
1,000,000 198,809 397,606 496,414 522,409 524,797
1,100,000 218,809 437,606 546,414 574,909 577,297
1,200,000 238,809 477,606 596,414 627,409 629,797
1,300,000 258,809 517,606 646,414 679,909 682,297
1,400,000 278,809 557,606 696,414 732,409 734,797
1,500,000 298,809 597,606 746,414 784,909 787,297
1,600,000 318,809 637,606 796,414 837,409 839,797
1,700,000 338,809 677,606 846,414 889,909 892,297
1,800,000 358,809 717,606 896,414 942,409 944,797
1,900,000 378,809 757,606 946,414 994,909 997,297
2,000,000 398,809 797,606 996,414 1,047,409 1,049,797
2,100,000 418,809 837,606 1,046,414 1,099,909 1,102,297
2,200,000 438,809 877,606 1,096,414 1,152,409 1,154,797
2,300,000 458,809 917,606 1,146,414 1,204,909 1,207,297
2,400,000 478,809 957,605 1,196,414 1,257,409 1,259,797
</TABLE>
The compensation covered by the plans includes annual salaries and bonuses of
certain officers of FPL Group and FPL Energy, 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, 11 years;
Mr. Evanson, 7 years; Mr. Yackira, 10 years; Mr. Coyle, 10 years; and
Mr. Plunkett, 9 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 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 (2000) 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. A supplemental retirement plan for
Mr. Plunkett provides for benefits, upon retirement at age 62 or more, based on
two times his credited years of service up to age 65 and one times his credited
years of service thereafter.
In 1998, the vesting schedule attached to 10,000 shares of restricted Common
Stock held by C.O. Woody, then President of the Power Generation Division of
FPL, was amended to coincide with Mr. Woody's planned retirement in June 1999.
As a consequence of the amended vesting schedule, Mr. Woody was indebted to FPL
for a period of less than two weeks in June 1999 for $147,133 in taxes owed upon
vesting of the shares.
14
<PAGE>
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 life insurance coverage.
EMPLOYMENT AGREEMENTS
The Corporation has an employment agreement with Mr. Broadhead that provides for
automatic one-year extensions after 2000 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 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 of control
occurs. The agreements also provide that the maximum amount payable under all
long-term incentive compensation grants outstanding on the date a change of
control occurs is payable in cash; all stock options are vested and exercisable;
and all restrictions on restricted stock lapse.
In the event that the officer's employment is terminated (except for death,
disability, or cause) or if the officer terminates his 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 highest bonus for the three 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 2001
Annual Meeting of Shareholders must be received at FPL Group's principal
executive offices on or before December 1, 2000. After February 14, 2001, notice
to FPL Group of a shareholder proposal submitted for consideration at the 2001
Annual Meeting of Shareholders, which is not submitted for inclusion in FPL
Group's proxy statement and form of proxy, will be considered untimely and the
persons named in the proxies solicited by FPL Group's Board of Directors for the
2001 Annual Meeting of Shareholders may exercise discretionary voting power with
respect to any such proposal.
15
<PAGE>
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 $5,000 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 31, 2000
16
<PAGE>
0732-PS-00
<PAGE>
FPL GROUP, INC. PRESORTED
Human Resources Corporate/JB STANDARD
P.O. Box 14000 Juno Beach, FL 33408 RATE
U.S. POSTAGE
PAID PROXY
TABULATOR
CONFIDENTIAL:
IMPORTANT PROXY
MATERIALS ENCLOSED
FOR FASTER, MORE CONVENIENT VOTING INSTRUCTIONS
USE THE INTERNET OR TELEPHONE
VOTING INSTRUCTIONS BY PHONE: Call toll-free 1-888-221-0697
INTERNET VOTING INSTRUCTIONS: www.401kproxy.com
Please fold and detach card at perforation before mailing
PLEASE SEE REVERSE SIDE FOR IMPORTANT INFORMATION
FPL GROUP, INC.
FIDELITY MANAGEMENT TRUST COMPANY
TRUSTEE FOR THE FPL GROUP THRIFT PLANS
This card, when properly executed and returned, will instruct Fidelity
Management Trust Company, the Trustee of the FPL Group Thrift Plans, to vote the
number of shares representing your proportionate interests in the FPL Group
Stock Fund and the Leveraged ESOP Stock Fund in the FPL Group Thrift Plans
("your shares") in the manner you indicated on the reverse side at the Annual
Meeting of Shareholders of FPL Group, Inc. which will be held on May 15, 2000,
and any adjournment or postponement thereof. Your instructions will determine
the vote on a proportionate number of unallocated shares. If you sign and return
this card, but do not indicate your vote, if you do not sign the card, or if
your card is not received by May 9, 2000, the Trustee will not vote your shares.
However, the Trustee will vote your proportionate number of unallocated shares
in the same manner as it votes Leveraged ESOP shares for which instructions were
received.
Date _________, 2000
Please date and sign your name
as it appears on this card.
______________________________
______________________________
(Signature)
(See Reverse Side) 913
<PAGE>
March 31, 2000
FPL GROUP, INC.
P.O. Box 14000
Juno Beach, FL 33408
To Thrift Plan Participant:
The 2000 FPL Group, Inc. Annual Meeting of Shareholders will be held on Monday,
May 15, 2000 in Palm Beach Gardens, Florida, at the PGA National Resort, 400
Avenue of the Champions, at 10:00 A.M. The FPL Group, Inc. Proxy Statement and
the 1999 Annual Report are enclosed for your review.
As a participant in the FPL Group Employee Thrift Plans, you are a shareholder
of FPL Group, Inc. You may direct Fidelity Management Trust Company, the Thrift
Plans Trustee, on how you wish to vote your proportionate interest in the shares
of FPL Group, Inc. common stock held in the Thrift Plans Trust.
You may send your instructions to the Trustee over the telephone, on the
internet, or by mail. To send your voting instructions by telephone, simply dial
1-888-221-0697 from a touch tone phone. To send instructions over the internet,
visit the website at www.401kproxy.com. If you do not wish to instruct the
Trustee on the voting of your shares by phone or by internet, you should
detatch, complete, and return the instruction card at the bottom of this letter
to the Trustee in the enclosed envelope.
The FPL Group, Inc. common stock held in the Thrift Plans Trust has been divided
into two funds - the FPL Group Stock Fund and the FPL Group Leveraged ESOP Fund.
Your voting instructions will tell the Trustee how to vote the number of shares
reflecting your proportionate interest in each of these two funds. Your voting
instructions will also determine the vote on a proportionate number of the
Leveraged ESOP shares which are held in the Thrift Plan, but not yet allocated
to participants. (For more information about the Leveraged ESOP feature of the
Thrift Plan refer to your Employee Handbook.)
If you do not give the Trustee your voting instructions, your shares will not be
voted. However, your proportionate share of the unallocated Leveraged ESOP
shares will be voted by the Trustee in the same manner as it votes Leveraged
ESOP shares for which instructions are received.
You must provide Instructions to the Trustee by May 9, 2000. You may issue
instructions by telehone or internet until 12:00 Midnight on that day. If you
are sending instructions by mail, the Trustee must receive your executed
instruction card by May 9, 2000.
The FPL Group Board of Directors recommends a vote "FOR" items 1 and 2. Please
review the information provided carefully and take the time to instruct the
Trustee as to the voting of your shares. Remember, your vote is very important.
(SEE REVERSE SIDE FOR TELEPHONE OR INTERNET VOTING INSTRUCTIONS.)
Please fold and detach card at perforation before mailing
VOTING INSTRUCTION CARD
Please vote by filling in the boxes below.
1. Election of Directors: 01) H. Jesse Arnelle, FOR WITHHELD
02) Sherry S. Barrat, / / / /
03) Robert M. Beall, II,
04) James L. Broadhead,
05) J. Hyatt Brown,
06) Armando M. Codina,
07) Marshall M. Criser,
08) Willard D. Dover,
09)Alexander W. Dreyfoos Jr.,
10) Paul J.Evanson,
11) Drew Lewis,
12) Frederic V. Malek, and
13) Paul R. Tregurtha.
______________________________________
For all nominees except as noted above
2. Ratification of Auditors FOR AGAINST ABSTAIN
/ / / / / /
3. Such other business as may properly come before the meeting
(SIGN ON REVERSE SIDE) 913
<PAGE>
DETACH HERE
PROXY
FPL GROUP, INC.
P.O. Box 9381
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 15, 2000, 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.
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,
Willard D. Dover, Alexander W. Dreyfoos, Jr., Paul J. Evanson, Drew Lewis,
Frederic V. Malek and Paul R. Tregurtha.
________________ ________________
SEE REVERSE SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
________________ ________________
<PAGE>
FPL Group, Inc.
P.O. BOX 14000
JUNO BEACH, FL 33408
March 31, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at 10:00 a.m. on Monday May 15, 2000, at the PGA National Resort, 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 plan to attend the meeting, please
mark the appropriate box on the proxy.
Sincerely,
----------------------------
James L. Broadhead
Chairman of the Board and
Chief Executive Officer
FPL36A DETACH HERE
/X/ Please mark
votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1. Election of FOR WITHHELD 2. Ratification of FOR AGAINST ABSTAIN
Directors / / / / Auditors / / / / / /
(see reverse)
3. Such other business as may properly come before the
meeting For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
MARK HERE IF YOU PLAN 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:__________________ \
</TABLE>
