IMPORTANT
Stockholders are cordially invited to attend the annual stockholders'
meeting. If you will be unable to attend the annual meeting in person, it is
important that you fill out, sign and return the enclosed proxy promptly in
order to insure a proper representation at the meeting.
BANGOR HYDRO-ELECTRIC COMPANY
NOTICE OF ANNUAL MEETING
MAY 17, 1995
To The Stockholders:
The Annual Meeting of the stockholders of Bangor Hydro-Electric Company
will be held on Wednesday, May 17, 1995 at 10:00 o'clock a.m. at the Rococo
Room of the Pilot's Grill restaurant, Hammond Street, Bangor, Maine for the
purpose of electing three directors to serve for three-year terms and to
transact such other business as may properly come before the meeting. The
Board of Directors expects that a stockholder will propose the adoption of a
policy relating to the tabulation of stockholder votes.
The Board of Directors has fixed the close of business on March 18, 1995
as the record date for the determination of stockholders of the Company
entitled to notice of and to vote at the Annual Meeting. Accordingly, only
stockholders of record at the close of business on March 18, 1995 will be
entitled to vote at said meeting.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE, SIGN
and RETURN the enclosed proxy. An addressed envelope, which requires no
postage if mailed in the United States, is provided for your use.
By Order of the Board of Directors
Frederick S. Samp
Clerk
Bangor, Maine
March 31, 1995
BANGOR HYDRO-ELECTRIC COMPANY
33 State Street
Bangor, Maine 04401
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 1995
The accompanying proxy to be mailed on or about March 31, 1995 is
solicited by the Board of Directors of Bangor Hydro-Electric Company and the
cost of such solicitation will be paid by the Company. The person giving the
proxy has the power to revoke it at any time before it is exercised (1) by
delivery to the Clerk of the Company of any written instrument which by its
terms revokes the proxy, (2) by duly executed proxy subsequent in time to the
original proxy, (3) by the presence of the stockholder at the Annual Meeting
and the giving of notice to the Clerk of the Company of such revocation, or
(4) by giving notice in open meeting at the Annual Meeting of such
revocation.
The Company will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others for forwarding
solicitation material to beneficial owners of shares of the Company's Common
Stock and Preferred Stock. In addition to the use of the mail, proxies may be
solicited by employees of the Company, by personal interview, by telephone or
by telegraph.
VOTING SECURITIES OUTSTANDING AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding 47,340 shares of Preferred Stock having
general voting rights of one vote per share, and, as of December 31, 1994,
7,185,143 shares of Common Stock having general voting rights of one-twelfth
of one vote per share. Stockholders of record at the close of business on
March 18, 1995 will be entitled to vote at the Annual Meeting.
The following table sets forth as of December 31, 1994 information with
respect to persons known to management to be the beneficial owners of more
than 5% of any class of voting securities of the Company:
Amount and
Name and Address Nature of
Title of of Beneficial Beneficial Percent
Class Owner Ownership of Class
---------------------------------------------------------------------
Preferred Stock First Colony Life 5,291 shares 11.2%
Insurance Company
700 Main Street
Lynchburg, Virginia 24504
First Colony Life Insurance Company is a holder of term notes due 2008
in the amount of $6,820,883 executed by Bangor-Pacific Hydro Associates
("BPHA"). BPHA is a partnership that was formed in 1986 for the purpose of
redeveloping and operating a hydroelectric project located within the
Company's service territory. Penobscot Hydro Co., Inc., a wholly owned
subsidiary of Bangor Hydro-Electric Company, is a 50% general partner of
BPHA. During 1994, BPHA paid $711,814 in interest and $35,000 in principal to
First Colony Life Insurance Company.
The following table sets forth as of December 31, 1994 information with
respect to the beneficial ownership of equity securities by directors,
nominees for the office of director and named executive officers:
Title of Class Name of Beneficial Owner Beneficially Owned*
---------------------------------------------------------------------
Common Robert S. Briggs 3,638
Preferred Robert S. Briggs 21
Common William C. Bullock, Jr. 2,008
Common Jane J. Bush 261
Common David M. Carlisle 850
Common Alton E. Cianchette 862
Common Helen S. Dudman 2,735
Common G. Clifton Eames 600
Common Robert H. Foster 1,862
Common Carroll R. Lee 1,262
Common Directors & Executive
Officers as a group (10) 14,357
Preferred Directors & Executive
Officers as a group (10) 21
* The directors and executive officers of the Company as a group own a
beneficial interest in less than 1% of the Company's Common and Preferred
Stock.
ELECTION OF DIRECTORS
It is intended, unless otherwise instructed in the enclosed proxy, to
vote the proxies in favor of the election of the nominees named in the table
on the following page as directors to hold office until the expiration of
their respective terms and until their successors shall have been duly
elected and qualified. The nominees are now members of the Board of Directors
of the Company, each having served continuously since first elected.
If, for any reason, any of the nominees is unable to serve (which event
is not now anticipated) it is intended that such proxies will be voted for
the election of such other person or persons as may be designated by a
majority of the directors.
The following table sets forth the nominees and the directors whose
terms continue, their ages, other positions held by them with the Company,
the date when they first became a director and their business experience
during the past five years (including any other directorship held by them in
any company with a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934 or subject to the requirements of Section
15(d) of that Act, or in any company registered as an investment company
under the Investment Company Act of 1940 (referred to in the table as
"Reporting Companies")):
BUSINESS EXPERIENCE DURING
BECAME LAST 5 YEARS AND DIRECTORSHIPS
NAME AND POSITION (AGE) DIRECTOR IN OTHER REPORTING COMPANIES
-------------------------------------------------------------------------
CLASS III (NOMINEES, FOR TERMS EXPIRING IN 1998)
Carroll R. Lee (45) 1991 Vice President - Operations of
Vice President - the Company; Director of Maine
Operations and Director Yankee Atomic Power Company;
Director of Maine Electric Power
Company, Inc.
David M. Carlisle (56) 1989 President, Prentiss & Carlisle
Director Company, a timber land management
company; Director of Fleet Bank of
Maine; Director of Eastern Maine
Healthcare
Jane J. Bush (49) 1990 Vice President, Coastal Ventures,
Director a retailing company
CLASS I (DIRECTORS WHOSE TERMS EXPIRE IN 1996)
Alton E. Cianchette (64) 1991 Chairman of the Board of Cianbro
Director Corporation, a construction company;
Director of Key Bank of Maine;
Member of the Maine State Senate
Helen S. Dudman (70) 1986 Chairman of Dudman Communications
Director Corporation, Licensee of WWMJ, WEZQ
and WDEA Radio; Director of Maine
Employers' Mutual Insurance Company;
Director, Finance Authority of
Maine; Trustee of Maine Public
Broadcasting
Robert H. Foster (60) 1985 Chairman of R.H. Foster, Inc., a
Director distributor of petroleum products;
Director and Treasurer of Maine Wild
Blueberry, a blueberry processor
CLASS II (DIRECTORS WHOSE TERMS EXPIRE IN 1997)
Robert S. Briggs (51) 1985 Chairman of the Board; President
Chairman of the Board, & Chief Executive Officer of the
President and Chief Company; Director of Maine Yankee
Executive Officer Atomic Power Company; Trustee of
Eastern Maine Medical Center
William C. Bullock, Jr. (58) 1982 Chairman of the Board and
Director Director of Merrill Merchants Bank;
From June 1988 until October 1992
acted as Financial Consultant and
Private Investor; Trustee, Maine
State Retirement System; Director of
Eastern Maine Healthcare
G. Clifton Eames (67) 1984 Chairman of the Board of Trustees
Director of Bangor Savings Bank; Chairman of
the Board of Directors of N.H. Bragg
& Sons, a distributor of automotive
and industrial supplies; Until May
of 1992, served as President of N.H.
Bragg & Sons; Director of Eastern
Maine Healthcare
In 1994, the Board of Directors met on eleven occasions. The Board of
Directors has four standing committees: an Executive Committee, an Audit
Committee, an Investment Committee and a Compensation Committee. The
Executive Committee consists of Mr. Bullock (Chair), Mr. Eames, Mrs. Bush and
Mrs. Dudman. The Executive Committee performs those functions delegated from
time to time by the Board of Directors but has not been delegated standing
authority to act on behalf of the full Board. The Executive Committee did not
meet in 1994. The Audit Committee, consisting of Mr. Foster (Chair), Mrs.
Bush, Mr. Carlisle and Mr. Cianchette, reviews with the internal auditor and
the independent public accountants the scope and results of their audit and
other services to the Company, reviews the adequacy of the Company's internal
accounting controls and reports to the Board as necessary. The Audit
Committee met three times in 1994. The Compensation Committee, consisting of
Mr. Eames (Chair), Mr. Foster and Mrs. Dudman, reviews the Company's
executive compensation and compensation policies in general, and makes
recommendations to the full Board of Directors. The Compensation Committee
met twice in 1994. The Investment Committee, consisting of Mr. Bullock
(Chair) and Mr. Carlisle oversees the investments of the Company's pension
programs. The Investment Committee met once in 1994. Mr. Briggs, as Chairman
of the Board of Directors, serves ex officio on all standing committees
except the Audit Committee and the Compensation Committee. The Board does not
have a nominating or similar committee. Committee appointments will be
reviewed after the Annual Meeting. The Executive Committee is elected by a
majority of the full Board of Directors. Directors who are not employees of
the Company appoint from their own number the members of the Audit Committee
and the Compensation Committee. Other committee assignments are made by the
Chairman of the Board.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows, for the fiscal years ending December 31, 1992,
1993 and 1994, the cash compensation paid by the Company to the Chief
Executive Officer and to the only other executive officer whose total salary
and bonus during 1994 exceeded $100,000:
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
--------------------------------------------------------------
Robert S. Briggs 1994 $176,120 $1,588
Chairman of the Board, President 1993 175,711 1,137
and Chief Executive Officer 1992 154,465 9,181
Carroll R. Lee 1994 $125,095 $1,134
Vice President Operations 1993 124,748 893
1992 117,399 5,707
Neither of the above named executive officers received "Other Annual
Compensation" that meets the threshold reporting requirements nor did they
receive any "Long-Term Compensation" or "Other Compensation".
The executive officers participate in a defined benefit pension plan
that is also applicable to all non-union employees. The following table sets
forth estimated annual benefit amounts payable upon retirement to persons in
specified compensation and benefit service classifications assuming their
retirement at the normal retirement age (65) in 1995.
YEARS OF BENEFIT SERVICE
------------------------------------------------------------------------
AVERAGE
ANNUAL
COMPENSATION 5 10 15 20 25 30
------------------------------------------------------------------------
$ 50,000 $4,482 $8,963 $13,445 $17,926 $22,408 $26,890
75,000 6,982 13,963 20,945 27,926 34,908 41,890
100,000 9,482 18,963 28,445 37,926 47,408 56,890
150,000 14,482 28,963 43,445 57,926 72,408 86,890
200,000 14,482 28,963 43,445 57,926 72,408 86,890
Compensation covered by the plan is total basic compensation exclusive
of overtime, bonuses, and other extra, contingent or supplemental
compensation, and is cash compensation plus compensation deferred pursuant to
the Company's Section 401(k) Plan. The annual retirement benefit is the
greater of the following:
a. The benefit accrued as of December 31, 1988 under a prior plan formula.
b. 2.0% "average annual compensation" minus 0.4% of "covered compensation",
times years of "benefit service".
The benefit may not be larger than limits set forth in IRC Section 415.
"Average annual compensation" is computed using the 36 consecutive
months yielding the highest average, and "benefit service" generally means
years of employment after age 21 and one year of service, up to a maximum of
30 years. "Covered compensation" is the average (without indexing) of the
Social Security Taxable Wage Bases for the 35 calendar years ending with the
year an individual attains Social Security Normal Retirement Age. It is
assumed that the taxable wage base in effect at the beginning of the plan
calculation year will remain the same for all future years. The benefit
amount is payable in a life annuity form in full upon retirement at age 62
and in propotionately reduced amounts upon termination down to age 55. The
benefit service of the persons named in the Summary Compensation Table on the
previous page (rounded to the nearest year) is: Mr. Briggs 15 years and Mr.
Lee 21 years.
In 1994, the Company amended its pension plans to provide an incentive
for early retirement. For those employees who were members of a pension plan
on February 1, 1994, six years were added to that member's age and benefit
service. For each full month of employment following February 28, 1994, the
additional age and benefit service will be reduced by one month. If Mr.
Briggs or Mr. Lee were to retire before the additional age and benefit
service provided by the early retirement program is fully reduced, they would
receive enhanced benefits from the program.
In addition to the foregoing, Mr. Briggs and Mr. Lee are parties to
Supplemental Retirement Agreements with the Company under which additional
retirement benefits are to be paid. The amount of the additional benefits
payable upon retirement at age 62 is 20% of the officer's final annual salary
per year for a period of fifteen years. These supplemental benefits are not
funded, although the Company maintains insurance policies on the lives of Mr.
Briggs and Mr. Lee that would reimburse the Company for the cost of the
benefits upon the death of the covered officer.
Mr. Briggs and Mr. Lee are parties to agreements under which in the
event 1) of a change of control of the Company as defined in the agreements
and 2) the covered party leaves the employment of the Company within one year
after the change of control, he would be entitled to receive a payment equal
to two years' salary based upon his average salary over the past five years.
He would also be entitled to receive the Company's standard health, life
insurance and disability benefits for a period of two years after leaving his
employment as long as he remains unemployed.
The executive officers also participate in a long-term disability income
plan which is also applicable to all non-union employees. Under the plan,
after 90 days of disability, employees are entitled to receive 66 2/3% of
their basic monthly earnings up to a maximum monthly benefit of $5,000.
Directors who are not employees of the Company are paid a fee of $500
per meeting for attendance at regular or special meetings of the Board, and
$500 per meeting for attendance at committee meetings (unless the committee
meeting is held the same day as another meeting for which a full meeting fee
is paid, in which case the fee is $250). The directors are also paid an
annual retainer of $6,000. Directors who are employees of the Company receive
no fee for their services as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, the Compensation Committee of the Company's Board of
Directors consisted of Mr. Eames, Mr. Foster and Mrs. Dudman.
The Company purchases automotive and industrial supplies from time to
time from N. H. Bragg & Sons, of which Mr. Eames is Chairman and a beneficial
equity owner. In 1994, the Company's purchases from N. H. Bragg & Sons
totalled approximately $76,729. The Company purchases petroleum products from
R. H. Foster, Inc., of which Mr. Foster is President and a beneficial equity
owner. In 1994, the Company's purchases from R. H. Foster, Inc. totalled
approximately $125,117. Because the Company is a regulated electric utility,
under Maine law these transactions have been specifically reviewed and
approved by the full Board of Directors and found not to be inconsistent with
the interests of the Company's ratepayers.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company manages its compensation programs in a manner intended to
attract, retain and motivate its people. Historically, salaries, including
executive salaries, have been intended to be established at competitive
levels, with progress within competitive ranges dependent upon
qualifications, experience and individual performance.
The Company has been shifting its compensation management to a system
that relies on base salaries that are competitive, but that, especially at
executive and senior management levels, depend more on incentive rewards for
the achievement of predetermined performance criteria in order to earn
compensation at higher levels within the competitive range.
Through 1993, the base salary of each executive officer was determined
primarily from a survey of electric utilities performed by professional
benefits consultants for the Edison Electric Institute, a trade organization
of the electric utility industry. The Compensation Committee has attempted
for each executive officer, and specifically for Mr. Briggs, the Chief
Executive Officer, to establish a base salary that is competitive with those
base salaries paid to executive officers with comparable responsibilities at
electric utilities of comparable size. In 1994, however, in recognition of
increasing pressures on the Company's earnings and consistent with the
policies applied to all Company employees at higher salary levels, the base
salaries of all executive officers were frozen at 1993 levels. In addition,
the Compensation Committee reviews the performance of the CEO, and the CEO's
review of the performance of the other executive officers, and factors those
reviews into the establishment of the base salaries. The CEO and the other
executive officers also participate in peer review processes which, in the
case of the CEO, is administered from time to time by the Compensation
Committee.
For each of the years reported in the Summary Compensation Table, the
performance criteria against which incentive compensation is measured have
varied somewhat.
In 1991, the Board of Directors established an Incentive Bonus Plan
applicable essentially to all full-time employees of the Company who were
employed as of December 31, 1991 and who had completed at least six months of
continuous service. Bonuses under the plan were payable based upon the actual
spending in 1991 on operation and maintenance as compared to a predetermined
target. The Board approved a total bonus payment for 1991 of $291,000 which
was paid to employees in 1992. Under the plan, $50 was distributed to each
eligible employee, and the remainder of the funds was paid to eligible
employees as a percentage of their base earnings. Pursuant to the Plan, the
named executive officers were awarded the following: Mr. Briggs, $2,181 and
Mr. Lee, $1,707.
The 1991 compensation packages established by the Board of Directors for
Mr. Briggs and Mr. Lee included contingent compensation payable if the
Company's 1991 operation and maintenance expense was below the target budget
referred to above. Base salaries for 1991 were established at a level
somewhat below those generally paid at comparably sized electric utilities in
recognition of the severe downturn in the Northern New England economy and
the need to control operation and maintenance expenses. In consideration of
those facts, if the goal were met, Mr. Briggs was to be paid an additional
$7,000 and Mr. Lee an additional $4,000. Since the goal was met, those
executive officers were paid those designated amounts during 1992.
For 1992, the Board of Directors established a new Incentive Bonus Plan
based upon the attainment of pre-determined goals for service outages,
customer satisfaction, earnings per share and expenses. During 1992, the
Company met its performance objectives for service outages and partially
succeeded in meeting the target for 1992 expenses. The other performance
objectives for earnings per share and customer satisfaction were not met. In
early 1993, the named executive officers were awarded the following under the
1992 Plan: Mr. Briggs, $1,137 and Mr. Lee, $893.
In 1993, the Board established a separate Executive Bonus Plan
applicable only to named executive officers. Performance targets for customer
satisfaction, cost control an employee satisfaction were established, the
achievement of which carried a maximum bonus of 1% of base earnings for each
target. Additionally, targets were established for earnings and total
stockholder return. For Mr. Briggs, achievement of those targets carried a
potential maximum bonus of 3.5% of base earnings each and for Mr. Lee, the
potential maximum bonus was 2.5%. No bonuses were paid pursuant to the cost
control, earnings or total stockholder return targets. Partial awards were
made under the customer satisfaction and employee satisfaction targets. In
early 1994, the named executive officers were awarded the following under the
1993 Plan: Mr. Briggs, $1,588 and Mr. Lee, $1,134.
The Incentive Bonus Plan established for 1994 included targets similar
to those established for 1993. However, under the terms of the 1994 Plan, no
awards could be made unless the Company achieved a threshold return on common
equity of 9.5%. Since the Company did not earn the threshold return on
equity, no payments were made pursuant to the 1994 Plan.
COMPENSATION COMMITTEE
G. Clifton Eames (Chair)
Robert H. Foster
Helen S. Dudman
PERFORMANCE GRAPH
As shown in the line graph on the page eleven, for the period beginning
December 31, 1989 through December 31, 1994, a comparison is made of the
cumulative total returns for the Company, the Russell 2000 Index (a
comparative broad market index) and the Edison Electric Institute ("EEI")
Index of 100 investor-owned electric utilities (a comparative peer group
index). The Russell 2000 index is an index composed of the smallest 2000
companies in a universe of the 3000 largest domestic publicly traded
companies in terms of market capitalization.
Bangor Hydro-Electric Company
Comparison of Five-Year Cumulative Total Return
The Company, the Russell 2000 Index and the EEI Index
-------------------------------------------------------------------
| NOTE: Included on the proxy sent to shareholders was a line |
| graph that depicted a Comparison of Five-Year Cumulative Total |
| Return for Bangor Hydro-Electric Company, the Russell 2000 Index |
| and the EEI Index, based upon the information in the following |
| table. This graph is not shown herein due to limitations of the |
| EDGAR system. |
-------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
Bangor Hydro $100.00 $108.28 $128.87 $154.96 $149.48 $ 88.19
8.28% 19.01% 20.24% -3.53% -41.01%
EEI Index $100.00 $101.37 $130.64 $140.59 $156.22 $138.14
1.37% 28.87% 7.62% 11.12% -11.57%
Russell 2000 $100.00 $80.49 $117.56 $139.21 $165.52 $162.51
-19.51% 46.05% 18.41% 18.91% -1.82%
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts
02109, were the independent public accountants for the Company for the 1994
fiscal year and have been selected for the 1995 fiscal year. The Company
expects that representatives of Coopers & Lybrand will be present at the
Annual Meeting, will have the opportunity to make a statement, and will be
available to respond to appropriate questions.
STOCKHOLDER PROPOSAL RELATING TO THE TABULATION OF
STOCKHOLDER VOTES (PROXY ITEM NO. 2)
John Jennings Crapo, P.O. Box 151, Cambridge, Massachusetts 02140-0002,
beneficial owner of 177 shares of Common Stock of the Company, has asked that
the following proposal, which Mr. Crapo intends to present at the annual
meeting, along with the supporting statement, be set forth in this Proxy
Statement. His proposal, verbatim, is as follows:
STOCKHOLDER PROPOSAL:
"Stockholders of Bangor Hydro-Electric Company command the Board of Directors
of Bangor Hydro-Electric Company (the "Corporation") to adopt and implement a
policy requiring all proxies, ballots, and voting tabulations that identify
how stockholders voted be kept secret except when disclosure is mandated by
law, such disclosure is expressly requested in writing by a stockholder or
during a contested election for the Board of Directors of the Corporation,
and that the tabulators and the inspectors be indepenent and not the
employees of the Corporation.
"Employees for the purposes of this Proposal shall mean employees or any
employee, officers or any officer of the Corporation and any
employee/employees and officer/officers of the Corporation who are in the
employ of another entity which has in it's governing body or it's management
one or more Directors, Officers, or Employees of the Corporation."
STOCKHOLDER'S SUPPORTING STATEMENT
"Polling in which balloting is compulsorily maintained which assures the
secrecy of the identity of the balloter and how s/he individually balloted is
fundamental to the political system of the United States of America on a
National Basis and of the States, on a state-wide basis. Reasons for the
secrecy is to ensure balloters are not subjected to actual or perceived
duressive pressure or intimidation. Therefore, we stockholders voting in
person and by proxy ballot in a meeting of assembled stockholders as a
stockholder meeting decree that this fundamental principle of secret
balloting be applied to this public corporation.
"It is the proponent's belief that all stockholders need protections of
secret balloting no less than voters in political elections. Proponent does
not make any imputation that the Corporation Management has acted in a
coercive manner in presenting this Proposal. The existence of the
possibility it could even though it's unlikely it would be, in the opinion of
this Proponent, is sufficient reason for the Proponent to justify secret
balloting.
"This Proposal will permit stockholders to Voluntarily disclose their votes
to managment by expressly authorizing such revelations on their proxy
ballots. Stockholders may disclose their ballot selections to anyother
person/s they may choose. This Proposal merely restricts the ability of the
Corporation to have access to ballots of stockholders, once completed by
stockholders, without the wriiten request of stockholders in question.
"Managment has various means available to it to determine actual ownership of
shares held in street names. Why should stockholders have to transfer shares
to nominees in order to attempt to maintain or assure secrecy. In proponent's
opinion as a non-lawyer & not one represented by a lawyer, this Proposal's
approbation is the way to ensure a truly secret ballot and to eliminate the
appearance or possibility of retaliation against (a) stockholder(s) for
voting her/his (their) concience(s)."
COMPANY'S RESPONSE
Although the adoption of such a policy will increase the cost of tabulating
stockholder votes by some amount (as an example, an estimated $5,000 for the
1995 meeting), the Board of Directors is not opposed to the proposal.
Accordingly, at its regularly scheduled meeting on February 15, 1995, the
Board of Directors of the Company adopted the following resolution:
RESOLVED that whenever an action shall require the vote of stockholders,
the tabulations that identify the particular vote of a stockholder
on all proxies, consents, authorizations and ballots shall be kept
confidential, except as disclosure may be required (i) by
applicable law, (ii) in pursuit or defense of legal proceedings,
(iii) to resolve a bona fide dispute as to the authenticity of one
or more proxies, consents, authorizations or ballots or as to the
accuracy of any tabulation of such proxies, consents,
authorizations or ballots, (iv) if an individual stockholder
requests that his or her vote and identity be forwarded to the
Company, or (v) in the event of a proxy or consent solicitation in
opposition to the solicitation of the Board of Directors of the
Company; and the receipt and tabulation of such votes will be by an
independent third party not affiliated with the Company. Comments
written on proxies, consents, authorizations and ballots will be
transcribed and provided to the Secretary of the ompany without
reference to the vote of the stockholder, except where such
stockholder has requested that the nature of their vote be
forwarded to the Company.
The procedures outlined in the Resolution will be followed with respect
to matters to be voted upon by stockholders, including the matters taken up
at the Annual Meeting on May 17, 1995.
The Board of Directors believed that by adopting the Resolution, it had
implemented the policies suggested by Mr. Crapo in full and obviated the need
for further consideration of Mr. Crapo's proposal. In subsequent
communications, however, Mr. Crapo expressed his unwillingness to withdraw
his proposal. Consequently, the proposal must be included in this proxy
statement and stockholders must be provided an opportunity to vote on it by
proxy.
The Board of Directors is not opposed to the proposal, but otherwise has
no recommendation.
VOTING PROCEDURES
Under the Company's Certificate of Organization, as amended, the Board
of Directors shall consist of not less than nine nor more than fifteen
persons, the exact number to be fixed from time to time by the Board of
Directors. The Certificate of Organization also requires that the directors
be divided into three classes with staggered three-year terms and that the
classes be nearly as equal in number as may be. At a meeting on March 23,
1994, the Board of Directors fixed the number of Directors at nine and
divided them into three classes with three Directors in each class. The
terms of the three Directors in Class III will expire at the time of the
Annual Meeting. Under Maine law, those three candidates who receive the
greatest number of votes cast at the meeting, even if they do not receive a
majority of the votes cast, shall be deemed elected. Consequently, as long as
votes are cast for at least three candidates, abstentions and broker
non-votes will have no effect on the outcome of the election of Directors.
With respect to the anticipated stockholder proposal (Proxy Item No. 2),
an affirmative vote of a majority of the votes cast is required in order to
adopt this proposal (assuming a quorum is represented at the meeting).
Abstentions and broker non-votes are not counted for purposes of determining
the result.
OTHER MATTERS
The management has no knowledge of any other matter to come before or to
be acted upon at the meeting. If, however, any other matter properly comes
before the meeting, it is the intention of the persons named in the proxy to
vote thereon in accordance with their judgment.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Any proposals of stockholders of the Company intended to be presented at
the 1996 Annual Meeting must be received by the Company on or before December
2, 1995 for inclusion in the proxy statement and form of proxy relating to
that meeting.
By Order of the Board of Directors,
Frederick S. Samp
Clerk
Bangor, Maine
March 31, 1995
BANGOR HYDRO-ELECTRIC COMPANY
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert S. Briggs and Frederick S. Samp each
or either of them, with full power of substitution, proxies to vote all of
the stock of Bangor Hydro-Electric Company which the undersigned is entitled
to vote at the annual meeting of the stockholders May 17, 1995, or at any
adjournment thereof, upon the matters set forth on the reverse side and
described in the accompanying Proxy Statement and upon such other business as
may properly be presented.
(Continued)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR SPECIFIC DIRECTIONS BELOW IF
THE PROXY IS SIGNED AND RETURNED WITHOUT SUCH DIRECTIONS, IT WILL BE VOTED
FOR ITEM 1 AND AS AN ABSTENTION WITH RESPECT TO ITEM 2.
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--- Please Mark Your Votes
| | As This
| X |
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------------- -------------- ---------------- -------------
COMMON 4% PREFERRED 4 1/4% PREFERRED 7% PREFERRED
1. Election of directors:
FOR all nominees WITHHOLD AUTHORITY
(except as noted below) to vote for all
nominees
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| | | |
| | | |
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Carroll R. Lee David M. Carlisle Jane J. Bush
(INSTRUCTION: To vote for some but not all of the nominees, mark the FOR box
and strike a line through the names of the nominees for whom you wish to
withhold authority to vote.)
2. Proposal of a stockholder instructing the Board
of Directors to adopt policy on tabulation of
stockholder votes.
FOR AGAINST ABSTAIN
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| | | | | |
| | | | | |
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Date:---------------------1995
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Please sign exactly as name appears on back.
Executors, Administrators, Trustees, etc.
should so indicate when signing. Joint owners
should each sign.
