Progress Energy 2008 Annual Report Download - page 139

Progress Energy Proxy Statement
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If your shares are held in “street name” and you do not give instructions as to how you want your
shares voted (a “nonvote”), the brokerage firm, bank or other nominee who holds Progress Energy shares
on your behalf may, in certain circumstances, vote the shares at its discretion. However, such brokerage
firm, bank or other nominee is not required to vote the shares of Common Stock, and therefore these
unvoted shares would be counted as “broker nonvotes.”
With respect to “routine” matters, such as the election of directors and ratification of the selection
of the independent registered public accounting firm, a brokerage firm, bank or other nominee has
authority (but is not required) under the rules governing self-regulatory organizations (the “SRO rules”),
including the New York Stock Exchange (“NYSE”), to vote its clients’ shares if the clients do not provide
instructions. When a brokerage firm, bank or other nominee votes its clients’ Common Stock shares on
routine matters without receiving voting instructions, these shares are counted both for establishing a
quorum to conduct business at the meeting and in determining the number of shares voted “FOR” or
“AGAINST” such routine matters.
With respect to “nonroutine” matters, a brokerage firm, bank or other nominee is not permitted
under the SRO rules to vote its clients’ shares if the clients do not provide instructions. The brokerage firm
or other nominee will so note on the vote card, and this constitutes a “broker nonvote.” “Broker nonvotes”
will be counted for purposes of establishing a quorum to conduct business at the meeting but not for
determining the number of shares voted “FOR,” “AGAINST” or “ABSTAINING” from such nonroutine
matters. At the 2009 Annual Meeting of Shareholders, one nonroutine matter, a proposal to approve
the Progress Energy, Inc. 2009 Executive Incentive Plan to comply with Section 162(m) of the Internal
Revenue Code, will be presented for a vote.
Accordingly, if you do not vote your proxy, your brokerage firm, bank or other nominee may
either: (i) vote your shares on routine matters and cast a “broker nonvote” on nonroutine matters, or
(ii) leave your shares unvoted altogether. Therefore, we encourage you to provide instructions to your
brokerage firm, bank or other nominee by voting your proxy. This action ensures that your shares and
voting preferences will be fully represented at the meeting.
VOTING SECURITIES
Our directors have fixed March 6, 2009, as the record date for shareholders entitled to vote at the
Annual Meeting. Only holders of our Common Stock of record at the close of business on that date are
entitled to notice of and to vote at the Annual Meeting. Each share is entitled to one vote. As of March 6,
2009, there were outstanding 278,467,434 shares of Common Stock.
Consistent with state law and our By-Laws, the presence, in person or by proxy, of holders of at least
a majority of the total number of Common Stock shares entitled to vote is necessary to constitute a quorum
for the transaction of business at the Annual Meeting. Once a share of Common Stock is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any
adjournment thereof, unless a new record date is or must be set in connection with any adjournment. Common
Stock shares held of record by shareholders or their nominees who do not vote by proxy or attend the Annual
Meeting in person will not be considered present or represented at the Annual Meeting and will not be counted
in determining the presence of a quorum. Proxies that withhold authority or reflect abstentions or “broker
nonvotes” will be counted for purposes of determining whether a quorum is present.
Pursuant to the provisions of our Articles of Incorporation, as amended effective May 10, 2006, a
candidate for director will be elected upon receipt of at least a majority of the votes cast by the holders of
Common Stock entitled to vote. Accordingly, assuming a quorum is present, each director shall be elected
by a vote of the majority of the votes cast with respect to that director. A majority of the votes cast means
that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that
director. Shares voting “ABSTAIN” and shares held in “street name” that are not voted in the election of
directors will not be included in determining the number of votes cast.