Progress Energy 2010 Annual Report Download - page 151

Progress Energy Proxy Statement
13
Officer
Long-Term
Compensation
Program MICP PSSP PSSP Deferred MDCP RSUs
William D. Johnson — 1,812 122,314 — 1,121 66,714
Jeffrey J. Lyash — — 28,446 — 3,726 16,192
John R. McArthur — — 30,665 — — 16,632
Mark F. Mulhern — 1,808 25,611 911 — 14,558
Lloyd M. Yates — 2,829 28,129 6,749 168 16,087
CHANGES IN CONTROL
On January 8, 2011, Duke Energy Corporation (“Duke Energy”) and Progress Energy entered into a Merger
Agreement, pursuant to which Progress Energy will be acquired by Duke Energy in a stock-for-stock transaction
and continue as a wholly owned subsidiary of Duke Energy (the “Proposed Merger”). Both companies’ boards of
directors have unanimously approved the Merger Agreement. However, consummation of the Proposed Merger
is subject to customary conditions, including, among other things, approval of the shareholders of each company,
expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, and receipt of approval, to the
extent required, from the Federal Energy Regulatory Commission, the Federal Communications Commission,
the Nuclear Regulatory Commission, the North Carolina Utilities Commission, the Kentucky Public Service
Commission, the South Carolina Public Service Commission, the Florida Public Service Commission, the Indiana
Utility Regulatory Commission, and the Ohio Public Utilities Commission.
TRANSACTIONS WITH RELATED PERSONS
There were no transactions in 2010, and there are no currently proposed transactions involving more than
$120,000, in which the Company or any of its subsidiaries was or is to be a participant and in which any of the
Company’s directors, executive officers, nominees for director or any of their immediate family members had a
direct or indirect material interest.
Our Board of Directors has adopted policies and procedures for the review, approval or ratification
of Related Person Transactions under Item 404(a) of Regulation S-K (the “Policy”), which is attached to this
Proxy Statement as Exhibit A. The Board has determined that the Governance Committee is best suited to review
and approve Related Person Transactions because the Governance Committee oversees the Board of Directors’
assessment of our directors’ independence. The Governance Committee will review and may recommend to the
Board amendments to this Policy from time to time.
For the purposes of the Policy, a “Related Person Transaction” is a transaction, arrangement or relationship,
including any indebtedness or guarantee of indebtedness (or any series of similar transactions, arrangements or
relationships), in which we (including any of our subsidiaries) were, are or will be a participant and the amount
involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material
interest. The term “Related Person” is defined under the Policy to include our directors, executive officers, nominees
to become directors and any of their immediate family members.
Our general policy is to avoid Related Person Transactions. Nevertheless, we recognize that there are
situations where Related Person Transactions might be in, or might not be inconsistent with, our best interests
and those of our shareholders. These situations could include (but are not limited to) situations where we might
obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from
alternative sources or when we provide products or services to Related Persons on an arm’s length basis on terms
comparable to those provided to unrelated third parties or on terms comparable to those provided to employees
generally. In determining whether to approve or disapprove each Related Person Transaction, the Governance
Committee considers various factors, including (i) the identity of the Related Person; (ii) the nature of the Related
Person’s interest in the particular transaction; (iii) the approximate dollar amount involved in the transaction; (iv) the
approximate dollar value of the Related Person’s interest in the transaction; (v) whether the Related Person’s interest
in the transaction conflicts with his obligations to the Company and its shareholders; (vi) whether the transaction