form8k052011.htm




NextEra Energy, Inc. Logo
 




UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




FORM 8-K




CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934



Date of earliest event reported:  May 20, 2011



Commission
File
Number
 
Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number
 
IRS Employer
Identification
Number
         
1-8841
 
NextEra Energy, Inc.
 
59-2449419
   
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
   


State or other jurisdiction of incorporation or organization:  Florida


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)
As described in Item 5.07 of this Current Report on Form 8-K, on May 20, 2011, at the NextEra Energy, Inc. 2011 Annual Meeting of Shareholders, the shareholders of NextEra Energy, Inc. (NextEra Energy or the Company) approved the NextEra Energy, Inc. 2011 Long Term Incentive Plan (the 2011 LTIP).  The 2011 LTIP had been approved by NextEra Energy’s Board of Directors (the Board) on December 10, 2010, subject to receipt of shareholder approval, and became effective upon receipt of shareholder approval on May 20, 2011.

The following description of certain terms of the 2011 LTIP is qualified in all respects by the terms of the 2011 LTIP, which is filed as Exhibit 10(a) to this Current Report on Form 8-K, and incorporated herein by reference.

Term.  The 2011 LTIP terminates automatically ten years after its effective date, unless it is earlier terminated by the Board.

Eligibility.  Awards may be granted under the 2011 LTIP only to individuals who are officers or other employees of NextEra Energy, its subsidiaries and other affiliates.

Awards.  The following type of awards may be made under the 2011 LTIP, subject to limitations set forth in the 2011 LTIP:

·
    stock options, which may be either incentive stock options or non-qualified stock options;
   
·
    restricted stock;
   
·
    deferred stock units, also referred to as “restricted stock units”;
   
·
    performance shares or other performance-based awards;
   
·
    dividend equivalent rights;
   
·
    stock appreciation rights; and
   
·
    other equity-based awards, including unrestricted stock.

Shares Available for Issuance.  Subject to adjustment as provided in the 2011 LTIP, the maximum number of shares of the Company’s common stock that are available for issuance under the 2011 LTIP is 14 million shares, plus the number of shares subject to awards outstanding under the Company’s Amended and Restated Long Term Incentive Plan as of May 20, 2011 (the effective date of the 2011 LTIP) which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares.

A description of the material terms of the 2011 LTIP is set forth in Proposal 3, under the heading “Approval of the NextEra Energy, Inc. 2011 Long Term Incentive Plan,” in the Company’s definitive proxy statement on Schedule 14A for the 2011 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 5, 2011.
 
 
 
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Item 5.07  Submission of Matters to a Vote of Security Holders

(a)
The Company held its 2011 Annual Meeting of Shareholders (the 2011 Annual Meeting) on May 20, 2011 in Juno Beach, Florida.  At the 2011 Annual Meeting, the Company’s shareholders approved four proposals and chose “1 Year” as the frequency with which NextEra Energy should hold a non-binding shareholder advisory vote to approve its compensation of its named executive officers.  The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2011 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 5, 2011.

(b)
The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.

Proposal 1

The Company’s shareholders elected each of the 13 nominees to the Board of Directors for a one-year term by a majority of the votes cast, as set forth below:

   
FOR
 
WITHHELD
 
BROKER NON-VOTES
               
Sherry S. Barrat
 
269,932,823
 
11,621,962
 
73,079,497
 
Robert M. Beall, II
 
270,247,701
 
11,307,084
 
73,079,497
 
J. Hyatt Brown
 
273,853,277
 
7,701,508
 
73,079,497
 
James L. Camaren
 
272,427,806
 
9,126,979
 
73,079,497
 
Kenneth B. Dunn
 
279,103,822
 
2,450,963
 
73,079,497
 
J. Brian Ferguson
 
271,691,377
 
9,863,408
 
73,079,497
 
Lewis Hay, III
 
269,040,082
 
12,514,703
 
73,079,497
 
Toni Jennings
 
272,187,178
 
9,367,607
 
73,079,497
 
Oliver D. Kingsley, Jr.
 
278,603,097
 
2,951,688
 
73,079,497
 
Rudy E. Schupp
 
271,535,252
 
10,019,533
 
73,079,497
 
William H. Swanson
 
278,801,247
 
2,753,538
 
73,079,497
 
Michael H. Thaman
 
277,460,489
 
4,094,296
 
73,079,497
 
Hansel E. Tookes, II
 
248,653,683
 
32,901,102
 
73,079,497
 

There were no abstentions in the election of directors.

Proposal 2

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2011, as set forth below:

FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
             
349,140,195
 
4,393,757
 
1,100,330
 
-

Proposal 3

The Company’s shareholders approved a proposal to approve the NextEra Energy, Inc. 2011 Long Term Incentive Plan, as set forth below:

FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
             
224,449,486
 
54,846,190
 
2,259,109
 
73,079,497

Proposal 4

The Company’s shareholders approved, by non-binding advisory vote, NextEra Energy's compensation of its named executive officers as disclosed in the proxy statement for the 2011 Annual Meeting, as set forth below:

FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
             
263,246,706
 
14,636,366
 
3,671,713
 
73,079,497
 
 
 
 
3

 
 
Proposal 5

By non-binding advisory vote, the Company’s shareholders chose “1 Year” as the frequency with which NextEra Energy should hold a non-binding shareholder advisory vote to approve its compensation of its named executive officers, as set forth below:

1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTENTIONS
 
BROKER NON-VOTES
                 
239,329,575
 
2,827,150
 
36,071,670
 
3,326,390
 
73,079,497

(d)
In light of the shareholder vote on Proposal 5 referenced above, NextEra Energy’s Board of Directors has determined that the Company will hold a non-binding shareholder advisory vote to approve NextEra Energy’s compensation of its named executive officers as disclosed in its annual meeting proxy statement (a “say-on-pay vote”) every year until it next holds a non-binding shareholder advisory vote on the frequency with which the Company should hold future say-on-pay votes.



SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d)
Exhibits

Exhibit
Number
 
 
Description
     
10(a)
 
NextEra Energy, Inc. 2011 Long Term Incentive Plan













SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NextEra Energy, Inc.
(Registrant)

Date:  May 25, 2011

 
CHARLES E. SIEVING
 
 
Charles E. Sieving
Executive Vice President & General Counsel
 


 
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