Progress Energy 2010 Annual Report Download - page 216
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PROXY STATEMENT
78
PROPOSAL 3—ADVISORY (NONBINDING) VOTE ON THE FREQUENCY
OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION
In addition to the advisory vote on executive compensation, the Dodd-Frank Act and the SEC rules require
companies to seek a nonbinding shareholder vote to advise whether the say-on-pay vote should occur every one, two
or three years. Shareholders also have the option to abstain from voting on the matter.
The Board of Directors has determined that an annual advisory vote on executive compensation is the best
approach for the Company. In making its determination, the Board was influenced by the fact that the compensation
of our named executive officers (“NEOs”) is evaluated, adjusted and approved on an annual basis. The Board
believes that our shareholders’ sentiment should be a factor that the Compensation Committee and the Board
should consider as part of the annual compensation review and determination process. An annual advisory vote on
executive compensation will enable our shareholders to provide us with direct input regarding our compensation
philosophy, policies and practices as disclosed in the proxy statement every year.
You may cast your vote by choosing the option of one year, two years, three years, or abstain from voting in
response to the resolution set forth below:
“RESOLVED, that the option of once every year, two years, or three years that receives the highest number
of votes cast will be determined to be the preferred frequency with which the Company is to hold an advisory
vote by shareholders to approve the compensation of our NEOs, as disclosed in the Compensation Discussion
and Analysis section, the compensation tables and any related discussion contained in our annual meeting proxy
statement.”
The option of one year, two years or three years that receives the highest number of votes cast will be the
frequency of the vote on the compensation of our NEOs that has been approved by our shareholders on an advisory
basis. Although the vote is nonbinding, our Board of Directors will take the outcome of the vote into account when
making future decisions about the Company’s executive compensation policies and procedures.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE, ON AN ADVISORY BASIS,
FOR THE OPTION OF “1 YEAR” AS THE FREQUENCY WITH WHICH SHAREHOLDERS ARE
PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.