Progress Energy 2008 Annual Report Download - page 141

Progress Energy Proxy Statement
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successors are elected and qualified: James E. Bostic, Jr., Harris E. DeLoach, Jr., James B. Hyler, Jr.,
William D. Johnson, Robert W. Jones, W. Steven Jones, E. Marie McKee, John H. Mullin, III,
Charles W. Pryor, Jr., Carlos A. Saladrigas, Theresa M. Stone, and Alfred C. Tollison, Jr.
There are no family relationships among any of the nominees for director or among any nominee
and any director or officer of the Company or its subsidiaries, and there is no arrangement or understanding
between any nominee and any other person pursuant to which the nominee was selected.
The election of directors will be determined by a majority of the votes cast at the Annual Meeting
at which a quorum is present. This means that the number of votes cast “FOR” a director must exceed the
number of votes cast “AGAINST” that director in order for the director to be elected. Abstentions and broker
nonvotes, if any, are not treated as votes cast and, therefore, will have no effect on the proposal to elect
directors. Shareholders do not have cumulative voting rights in connection with the election of directors.
Valid proxies received pursuant to this solicitation will be voted in the manner specified. Where
specifications are not made, the shares represented by the accompanying proxy will be voted “FOR”
the election of each of the 12 nominees. Votes (other than abstentions) will be cast pursuant to the
accompanying proxy for the election of the nominees listed above unless, by reason of death or other
unexpected occurrence, one or more of such nominees shall not be available for election, in which event it
is intended that such votes will be cast for such substitute nominee or nominees as may be determined by
the persons named in such proxy. The Board of Directors has no reason to believe that any of the nominees
listed above will not be available for election as a director.
The names of the 12 nominees for election to the Board of Directors, along with their ages,
principal occupations or employment for the past five years, and current directorships of public companies,
are set forth below. No information is included regarding David L. Burner, who will retire from the
Board at the Annual Meeting of Shareholders on May 13, 2009. No decision has been made regarding
which nominees will replace Mr. Burner on the various Board committees on which he currently serves.
James B. Hyler, Jr., who was elected by the Board on September 18, 2008, is a director standing for
election to the Board by our shareholders for the first time. Mr. Hyler was recommended to the Governance
Committee by William D. Johnson, who is our Chairman of the Board, President and Chief Executive
Officer. (Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc. (“PEC”) and Florida
Power Corporation d/b/a Progress Energy Florida, Inc. (“PEF”), which are noted below, are wholly
owned subsidiaries of the Company.) Information concerning the number of shares of our Common Stock
beneficially owned, directly or indirectly, by all current directors appears on page 7 of this Proxy Statement.
The Board of Directors recommends a vote “FOR” each nominee for director.
Nominees for Election
JAMES E. BOSTIC, JR., age 61, is Managing Director of HEP & Associates, a business
consulting firm, and a partner of Coleman Lew & Associates, Inc., an executive search consulting firm. He
was formerly Executive Vice President of Georgia-Pacific Corporation, a manufacturer and distributor of
tissue, paper, packaging, building products, pulp and related chemicals. He has served as a director of the
Company since 2002. Mr. Bostic is a member of the Board’s Audit and Corporate Performance Committee,
the Nuclear Project Oversight Committee and the Operations and Nuclear Oversight Committee.
HARRIS E. DELOACH, JR., age 64, is Chairman, President and Chief Executive Officer of
Sonoco Products Company, a manufacturer of paperboard and paper and plastic packaging products. He
previously served as President and CEO of Sonoco Products Company from July 2000 to April 2005.
Mr. DeLoach has served as a director of the Company since 2006. He also serves as a director of Sonoco
Products Company and Goodrich Corporation. Mr. DeLoach is Chair of the Board’s Operations and
Nuclear Oversight Committee and a member of the Executive Committee, the Governance Committee, the
Nuclear Project Oversight Committee and the Organization and Compensation Committee.