UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of The Securities
Exchange Act of 1934 (Amendment No. )
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Definitive
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Definitive
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Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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FLORIDA PUBLIC UTILITIES
COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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FLORIDA PUBLIC UTILITIES COMPANY
401 SOUTH DIXIE HIGHWAY
WEST PALM BEACH, FLORIDA 33401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 2009
April 6, 2009
To
the Common Shareholders of
FLORIDA PUBLIC UTILITIES COMPANY:
Notice is hereby given that the Annual Meeting of Shareholders
of Florida Public Utilities Company will be held at our corporate headquarters,
401 South Dixie Highway, West Palm Beach, Florida 33401, on Tuesday, May 12,
2009, at 11:00 A.M., local time, for the following purposes:
1.
Election of two directors to serve for a term expiring in
2012;
2.
To approve an amendment to the Companys Dividend Reinvestment
Plan to increase the number of shares of common stock available under this plan
by 100,000 shares;
3.
To ratify the appointment of BDO Seidman, LLP as the Companys
independent registered public accounting firm for 2009;
4.
To consider a shareholder proposal that may be presented at the
meeting; and
5.
To transact such other business as may properly come before the
meeting and all adjournments thereof.
Further information regarding the business to be transacted at
the meeting is described in the accompanying Proxy Statement.
Only the holders of record of common stock at the close of
business on March 20, 2009 will be entitled to notice of and to vote at the
meeting or any adjournment or postponement thereof. Whether or not you plan to
attend the meeting, you are respectfully requested to read the accompanying
Proxy Statement and then date, sign and return the enclosed proxy. A
list of shareholders entitled to vote at the annual meeting will be available
for examination by any shareholder at our corporate headquarters for the ten
days prior to the annual meeting and at the meeting.
By
order of the Board of Directors,
George
Bachman
Secretary
FLORIDA PUBLIC UTILITIES COMPANY
401 SOUTH DIXIE HIGHWAY
WEST PALM BEACH, FLORIDA 33401
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 2009
---------------------
The accompanying proxy is solicited on behalf of the Board of
Directors of Florida Public Utilities Company (the "Company") for use at the
Annual Meeting of Shareholders of the Company (the "Annual Meeting") to be held
on Tuesday, May 12, 2009, and at any adjournment or postponement thereof.
A shareholder who gives a proxy retains the right to revoke it any time
before it is voted. A shareholder may revoke a proxy by sending in another
signed proxy with a later date, notifying our Secretary in writing of revocation
of the proxy or voting in person at the meeting. A proxy when given and
not so revoked will be voted. This proxy statement and the accompanying
proxy are being mailed to shareholders commencing on or about April 6, 2009.
The cost of soliciting proxies is to be borne by the Company.
The Company will, upon request, pay brokers and other persons holding
stock in their names or in the names of nominees, their expenses for sending
proxy material to principals and obtaining their proxies. In addition to the
solicitation of proxies by mail, proxies may be solicited by personal interview,
telephone or facsimile by certain of the Company's directors or employees
without additional compensation.
IMPORTANT INFORMATION ABOUT PROXY MATERIAL AVAILABILITY
A copy of our proxy materials, including this proxy statement
and our annual report to shareholders, can be found on our website at
www.FPUC.com
.
STOCK OUTSTANDING AND VOTING RIGHTS
As of March 20, 2009, the record date for the determination of
shareholders entitled to vote at the meeting, the Company had outstanding
6,116,505 shares of common stock, $1.50 par value per share, the only class of
stock of the Company outstanding and entitled to vote at the meeting. The
holders of common stock are entitled to one vote for each share registered in
their names on the record date with respect to all matters to be acted upon at
the meeting. Only shareholders of record at the close of business on March
20, 2009, the record date, will be entitled to vote at the Annual Meeting or any
adjournment or postponement thereof. Assuming a quorum is present, either
in person or by proxy, a plurality of the votes cast is required for election of
the director nominees and a majority of the shares present in person or by proxy
at the meeting is required for approval of the amendment of the Dividend
Reinvestment Plan to increase the number of shares available under the Plan,
approval of the shareholder proposal, and approval of the ratification of the
appointment of BDO Seidman, LLP as the Companys independent registered public
accounting firm for 2009. Any shares of common stock that are not voted at
the Annual Meeting, whether by abstention, broker non-vote or otherwise, will
have no effect on the election of the directors. Shares present at the
meeting but not voted by abstention, broker non-vote or otherwise with respect
to any of the other proposals will effectively be votes against such proposal.
A broker non-vote occurs when a broker returns a proxy card but does not
vote on one or more matters because the broker does not have authority to do
so.
BUSINESS OF THE MEETING
Proposal
1:
Election
of Directors
To
be elected for term ending in 2012
The Board of Directors currently consists of six members organized
into three classes, with each director elected to serve for a three-year term.
There are presently two directors in Class I (term expiring in 2009), two
directors in Class II (term expiring at the 2010 annual meeting) and two
directors in Class III (term expiring at the 2011 annual meeting).
Two Class I directors will be elected at our 2009 annual meeting
to serve for a three-year term expiring at our annual meeting in the year 2012.
The Nominating and Corporate Governance Committee has nominated Mrs. Ellen
Terry Benoit and Mr. John T. English for re-election at the meeting.
Mrs. Benoit and Mr. English are currently serving as Class I
directors, previously having been elected at the 2006 annual meeting. Mrs.
Benoit and Mr. English have consented to serve for a new term. If Mrs.
Benoit and Mr. English are elected as directors, they will continue in office
until their successors have been elected and qualified or their earlier
resignation or removal.
Shareholders may vote for not more than two director nominees.
The shares represented by proxies which are executed and returned will be
voted at the Annual Meeting for the election of Mrs. Benoit and Mr. English as
directors, unless authority to vote for one or both nominees is expressly
withheld. If you sign and return the proxy card without giving any
direction, the persons named in the proxy card will vote the proxy representing
your shares FOR the election of Mrs. Benoit and Mr. English.
Should a nominee become unavailable to serve for any reason (which
is not anticipated), the proxies (except for those marked to the contrary) will
be voted for such other person as may be selected by the Board of Directors of
the Company.
INFORMATION ABOUT NOMINEES AND CONTINUING DIRECTORS
The following sets out certain information about the nominees for
election and the continuing directors of the Company:
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Age
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First
Became a
Director
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CLASS I DIRECTOR NOMINEES
TO
CONTINUE IN OFFICE UNTIL 2012
Ellen Terry Benoit
(3)
Investor
Palm Beach, Florida
John
T. English
Chairman of the Board since 2006
President and Chief Executive Officer of the
Company since 1998;
President
since 1997
CLASS
II DIRECTORS
TO
CONTINUE IN OFFICE UNTIL 2010
Richard C. Hitchins
(1)(2)
President of R.C. Hitchins & Co.,
P.A., a CPA firm, since 1983
President of R.C. Hitchins Financial Services,
Inc. a full service
Financial planning and investment firm, since
1996
West Palm Beach,, Florida
Troy
W. Maschmeyer
(2)(3)
President and Chief Executive Officer of
Maschmeyer Concrete Co.
A concrete and steel provider, since 1985
Lake
Park, Florida
CLASS III DIRECTORS
TO
CONTINUE IN OFFICE UNTIL 2011
Paul
L. Maddock, Jr.
(1)(2)
President
of The
Maddock Companies, a real estate holding &
investment
firm, since 1986
Palm
Beach, Florida
Also
serves on board of Lydian Bank & Trust, Palm Beach, Florida
Dennis
S. Hudson III
(1)
Chairman,
since 2005 and Chief Executive Officer, since 1998 of
Seacoast
Banking Corp. of Florida,
a
publicly traded bank holding company formed in 1983
Stuart,
Florida
(1)
Member
of Audit Committee
(2)
Member
of Compensation Committee
(3)
Member
of Nominating and Corporate Governance Committee
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57
65
63
53
59
53
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2001
1994
1995
2005
1998
2005
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The Board of Directors recommends a vote FOR
the election of Mrs. Benoit and Mr. English as
directors.
BOARD OF DIRECTORS AND COMMITTEES
Board of Directors
The Companys Board of Directors currently consists of six
directors. The Board of Directors has affirmatively determined that, in
its judgment, each director, other than Mr. English, meets all applicable
independence standards established by the NYSE Amex. Specifically, the
Board considered Mrs. Benoits beneficial ownership of our common stock and
concluded that, consistent with
NYSE Amex rules and commentary, stock ownership should not be
a bar to a determination of her independence.
There are no special arrangements or understandings between any
director and any other person pursuant to which any director was elected or is
serving. There are no family relationships between or among any of our
directors and executive officers.
During 2008 the Board of Directors met fourteen times. The
Board has a standing Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee. All of the directors attended at least 97%
of the meetings of the Board of Directors and the committees on which they
served during 2008. Board members are encouraged, but not required, to
attend the annual shareholders meeting. Two members of the Board attended
the 2008 annual shareholders meeting.
Corporate Governance and Communications with
Shareholders
Our Board of Directors has adopted and maintains corporate
governance guidelines. The Board also has adopted a code of ethics that
applies to all of our employees and our directors. The code of ethics is
posted on our website at
www.FPUC.com
.
The Company intends to disclose future amendments to the code of ethics,
as well as any waivers thereof, on the Companys website to the extent
permissible by the rules of the Securities and Exchange Commission and the NYSE
Amex. Copies of the corporate governance guidelines and the code of ethics
are available in print at no charge to any shareholder who requests them by
writing to the Corporate Secretary, 401 South Dixie Highway, West Palm Beach,
Florida 33401.
Consistent with our corporate governance guidelines, interested
parties, including shareholders, wishing to make their concerns known to the
Board of Directors may communicate directly with the non-management members of
the Board of Directors by sending written correspondence by mail to Board of
Directors, Florida Public Utilities Company, 401 South Dixie Highway, West Palm
Beach, Florida 33401. Any written correspondence intended only for the
non-management directors should be clearly marked as such.
Audit Committee
The Audit Committee operates under a written charter adopted by
the Board of Directors. The functions of the Audit Committee are:
(1) to be responsible for the selection, retention and termination of the
Company's independent registered public accounting firm; (2) to approve in
advance the types of professional services for which the Company would retain
the independent registered public accounting firm and consider whether any such
service would impair their independence; (3) to review the overall scope of the
annual audit and the quarterly reviews, the financial statements and audit
results and the independent registered public accounting firms constructive
service comments to management; (4) to meet as needed with the
internal audit firm and review the audit work performed and their
recommendations; and (5) to provide any additional function it deems necessary
in connection with the internal accounting and financial reporting practices of
the Company. Our Audit Committee is also responsible for approving any
related party transactions. Richard C. Hitchins, Chairman of the Audit
Committee, is the Audit Committees financial expert, as that term is defined
in applicable SEC rules. Other members of the Committee in 2008 were
Paul L. Maddock, Jr. and Dennis S. Hudson III. During 2008, the Audit
Committee met four times.
Compensation Committee
The functions of the Compensation Committee are: (1) to develop an
executive compensation policy and make recommendations with regard to Board of
Director compensation; (2) to review and recommend to the Board of Directors
adjustments to the salaries of executive officers and the annual adjustment to
the compensation of all employees; and (3) to perform such related duties as may
be requested by the Board. The Committee operates under a written
charter. During 2008, the Compensation Committee met three times.
The Committee was chaired by Paul L. Maddock, Jr. Other members of
the Committee were Richard C. Hitchins and Troy W. Maschmeyer, Jr.
Nominating and Corporate Governance Committee
The Company has a Nominating and Corporate Governance Committee
which has a written charter. The functions of the Nominating and Corporate
Governance Committee are to ensure an effective process for overseeing corporate
governance matters and to recommend nominees for the Board of Directors.
The Committee determines the particular characteristics needed in a Board
nominee based on the needs of the Board at a particular point in time. As
needed, the Committee will seek to identify and recruit the best available
candidates. The following characteristics are minimum qualifications for
service on the Board of Directors: demonstrated ability to exercise sound
business judgment, strong personal and professional reputation and relevant
business or professional experience.
In addition to considering nominees recommended by current Board
members and management, the Nominating and Corporate Governance Committee will
consider director nominees suggested by shareholders. If a shareholder
would like to suggest a person for consideration by the Committee, the
shareholder must submit the following information to the Companys Secretary,
401 South Dixie Highway, West Palm Beach, FL 33401: shareholders name,
number of shares owned, length of period held and proof of ownership; name, age
and address of nominee; nominees detailed resume; description of any
arrangements or understandings between the shareholder and the nominee; and a
signed statement from the candidate confirming his or her willingness to serve
on the Board of Directors. Shareholders may submit potential director
nominees at any time pursuant to these procedures. The Committee will
consider such candidates in connection with annual elections of directors,
filling director vacancies, if any, and at other times deemed appropriate by the
Committee. If a shareholder seeks to nominate a candidate for director for
election at the 2010 annual meeting of shareholders, the shareholder must follow
the procedures described under Shareholder Proposals for 2010 Annual Meeting,
below. The Nominating and Corporate Governance Committee was chaired
by Ellen Terry Benoit in 2008. Troy W. Maschmeyer, Jr. also served on the
Committee in 2008. During 2008, the Nominating and Corporate Governance
Committee met once.
The Audit Committee, Compensation Committee and the Nominating and
Corporate Governance Committee charters are available on our website,
www.FPUC.com
under the caption Investor
Information. A copy of any of these charters is also available in print
at no charge to any shareholder who requests the charter by writing to the
Corporate Secretary, 401 South Dixie Highway, West Palm Beach, Florida 33401.
2008
Director Compensation
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Name
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Fees Earned or Paid in Cash
($)
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Stock Awards
($)
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Total
($)
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Richard
C Hitchins
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28,000
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8,996*(1)
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36,996
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Paul
L Maddock, Jr.
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26,500
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8,996*(2)
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35,496
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Ellen
T Benoit
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19,000
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8,996*(3)
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27,996
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Troy
W Maschmeyer, Jr.
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20,000
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8,996*(4)
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28,996
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Dennis
S Hudson III
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21,000
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8,996*(5)
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29,996
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*
Represents the full value of 833 shares of common stock, based on the market
price of $10.80 per share on the grant date of May 13, 2008.
(1)
At December 31, 2008, Richard C. Hitchins held an aggregate 4,954 shares
of common stock awards.
(2)
At December 31, 2008, Paul L. Maddock, Jr. held an aggregate 4,654 shares
of common stock awards.
(3)
At December 31, 2008, Ellen T. Benoit held an aggregate 3,833 shares of
common stock awards.
(4)
At December 31, 2008, Troy W. Maschmeyer, Jr. held an aggregate 2,061
shares of common stock awards.
(5)
At December 31, 2008, Dennis S. Hudson III held an aggregate 2,061 shares
of common stock awards.
In 2008, each director who was not also an employee of the Company
received an annual retainer of $17,000. In addition, the director who served as
the Chairman of the Nominating and Corporate Governance Committee was paid an
annual retainer of $1,000, the Chairman of the Compensation Committee was paid
an annual retainer of $1,500 and the Chairman of the Audit Committee was paid an
annual retainer of $3,000. Directors were also paid $1,000 for attendance
at each meeting of the Board of Directors of the Company or Flo-Gas Corporation,
our wholly owned subsidiary ($1,000 total for both meetings if held on the same
day) and per meeting fees of $1,000 for participation in each committee meeting
plus reasonable expenses. The director who is an employee of the Company
received no additional compensation for attending board meetings.
In 2009, each director who is not also an employee of the Company
will receive an annual retainer of $18,000. The Chairmen of the Audit,
Compensation, and Nominating and Corporate Governance Committees will be paid
additional annual retainers of $3,000, $1,500 and $1,000, respectively, all of
which remain unchanged. Directors will also be paid $1,000 for attendance
at each meeting of the Board of Directors of the Company or Flo-Gas Corporation,
our wholly owned subsidiary ($1,000 total for both meetings if held on the same
day) and per meeting fees of $1,000 for participation in each committee meeting
plus reasonable expenses. The director who is an employee of the Company
will receive no additional compensation for attending board meetings.
Pursuant to the Companys Non-Employee Director Compensation Plan,
the Company pays to each non-employee director a portion of the annual retainer
fee in shares of the Companys common stock at the discretion of the Board of
Directors. There are currently five non-employee directors eligible to
participate in the Plan. The maximum number of shares of common stock
authorized for issuance under the Plan is 25,000. In 2008, an aggregate
4,165 shares of common stock were issued to directors under the Plan. As
of December 31, 2008, there were 13,399 shares remaining in the Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires each of the Company's directors and executive officers, and any
beneficial owner of more than 10% of the Company's common stock, to file with
the Securities and Exchange Commission initial reports of beneficial
ownership of the Company's common stock and reports of changes in such
beneficial ownership. Such persons are also required by SEC regulations to
furnish the Company with copies of such reports. To the Company's
knowledge, based solely on its review of the copies of such reports furnished to
the Company during the fiscal year ending December 31, 2008, no director,
executive officer or 10% beneficial owner failed to file on a timely basis the
reports required by Section 16(a), except each of the non-employee directors
reported one transaction (option grant) late in 2008 and one executive officer
filed a late report in 2008 concerning one transaction.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Compensation Committee establishes and administers the
Company's executive compensation program to support the long-term success of the
Company. The objectives of the program are to attract and retain high
caliber executives, to motivate and reward executives for their performance, and
to align the interests of executives with those of the Company's shareholders.
The Committee has set a goal of total pay around the median level of the
salaries of comparable utility companies. To ensure that Board of
Directors objectives are being met, total compensation is organized between
base salary and incentive compensation. The Committee established that
eighty percent of total compensation be paid as base salary. Twenty
percent of total compensation is paid to management only upon achieving
performance goals established by the Compensation Committee and approved by the
Board of Directors. The result is a total compensation opportunity
significantly dependent upon the Companys performance. The Committee believes
this combination adequately balances all of the objectives for management and is
in the best interest of shareholders.
Each element of the cash compensation is determined by the
following structure:
Base Salary
Base salary is reviewed and established annually. The
Committees objective is to align the base salary ranges to reflect competitive
job market conditions for similarly situated utilities in terms of sales,
employees and related factors. The Committee collects and reviews publicly
available information about the salaries paid by similarly situated public
utilities using the analysis of an outside consultant, a retired executive of
the Company. Adjustments to base salaries are made based on job
performance and in relationship to the salaries of the comparable companies.
The Committees philosophy generally is to provide a base salary that is
at the mid-point of the applicable salary range, particularly in light of the
Companys decision to operate with a minimal number of executive officers by
assigning each executive officer multiple functions.
Annual Incentive Compensation
The performance objectives tied to the 20% portion of total
possible compensation are based on Company performance, usually in the areas of
earnings, financial return calculations, customer growth, customer satisfaction
levels, and safety performance. An executive may earn all or part of their
incentive compensation depending on completion of the performance objectives as
determined by the Committee, typically after the end of the fiscal year.
The compensation recommendations of the Committee for the
executives are reviewed and approved by the full Board of Directors, except that
the Chief Executive Officer does not participate in the review or vote on the
approval of executive officer compensation.
The Company's executive compensation program does not contain
non-cash incentive components such as stock options, excess pension awards or
long-term incentive plans. All executives are covered by the Company's
non-contributory defined benefit pension plan and are eligible to participate in
the Company's employee stock purchase plan according to terms and conditions
applicable to all employees. To date, the Company has not provided a match
for the 401(k) plan for executives.
For 2008, the Compensation Committee followed past practice
by reviewing publicly available salary information from other public utilities
with the assistance of an outside accounting consultant. Using a peer
group of small electric, gas and combination regulated utility sector companies
including Chesapeake Utilities, Delta Natural Gas, Maine & Maritimes
Corporation, RGC Resources and Unitil, the Committee worked with an outside
accountant to generate a report on the salary levels for comparable officers at
those companies. Based on this data, the Committee found that the
mid-point of the salary ranges for the comparable officer positions was somewhat
higher than current compensation levels for the Company's executives and,
therefore, increased 2008 salaries for the Companys executive officers.
The 2008 total possible salary (including the possible 20%
incentive portion) for each of the CEO, COO and CFO was $316,969,
$232,875 and $213,469, respectively. In 2008, 64.5% of the performance
objectives were achieved for the incentive portion of compensation.
Accordingly, the executives were each paid 64.5% of their available incentive
compensation. The CEOs total possible compensation was $316,969, of which
$294,432 was actually earned. The Committee believes that the total
compensation paid in 2008 to Messrs. English, Bachman and Stein was appropriate
in light of the results achieved by the Company under their leadership.
The Committee will continue to take appropriate steps in future
years to reasonably raise salaries to the peer mid-point. The Committee
adjusted salaries for the executives in late 2008 for 2009. The
Committee has established Company performance goals which must be attained in
2009 in order for the executives to earn the incentive portion of their
compensation for 2009. These goals are based upon share performance,
financial return calculations, customer growth, customer satisfaction levels and
safety performance.
Compensation Committee Report
The Committee reviewed and discussed the foregoing Compensation
Discussion and Analysis with Company management. Based upon this review
and discussion, the Committee recommended to the full Board of Directors that
the Compensation Discussion and Analysis be included in this proxy statement for
filing with the Securities and Exchange Commission.
Date:
March 9, 2009
Paul
L. Maddock, Jr., Chairman
Richard
C. Hitchins
Troy
W. Maschmeyer, Jr.
Summary
Compensation Table
The following table summarizes the annual compensation paid to the
Companys chief executive officer and each other executive officer (the named
executive officers):
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Name and
Principal Position
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Year
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Salary
($)
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Non-Equity Incentive Plan Compensation
($)
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Change in Pension Value and Nonqualified Deferred
Compensation Earnings (1)
($)
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Total
($)
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John
T. English
Chairman
of the Board, President and Chief Executive Officer
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2008
2007
2006
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253,575
245,000
230,000
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40,857
39,292
38,640
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60,962
42,458
53,853
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355,394
326,750
322,493
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George
M. Bachman
Chief
Financial Officer, Secretary and Treasurer
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2008
2007
2006
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170,775
165,000
155,000
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27,516
26,462
26,040
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110,615
51,492
59,770
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308,906
242,954
240,810
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Charles
L. Stein
Senior
Vice President and Chief Operating Officer
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2008
2007
2006
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186,300
180,000
170,000
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30,018
28,868
28,560
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219,580
148,623
121,653
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435,898
357,491
320,213
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The Company did not have a stock option or long-term incentive
plan for 2007 or 2008.
(1) The aggregate change in the actuarial present value of each
officers accumulated benefit under all defined benefit and actuarial pension
plans. No portion is due to preferential earnings on compensation that is
deferred on a basis that is not tax-qualified.
Employment Agreements
On August 21, 2008, the Company entered into new employment
agreements with each of the named executive officers. Previous employment
agreements were in effect March 31, 2006 and set to expire March 30, 2009.
The term of the new employment agreements end on August 21, 2011.
The new agreements, approved by the Compensation Committee at its
August 20, 2008 meeting, provide for an annual base salary for the named
executive officer which salary may be adjusted upward from time to time as the
Compensation Committee may determine, but may not be decreased without the
executives consent. The initial annual base salary for each of these
officers was $253,575 for Mr. English; $186,300 for Mr. Stein; and $170,775 for
Mr. Bachman. The agreements provide for the remainder of the executives
compensation under the Companys incentive compensation plan, which provides for
a payment of up to 20% of the executives total eligible compensation if certain
performance criteria are achieved. The agreement may be terminated by the
named executive officer on 30 days notice for any reason. If the
agreement is terminated by the Company without good cause or upon a change of
control, or by the executive for good reason, then the Company must make a lump
sum severance payment to the executive of three times the executives then
current compensation along with a lump sum payment for outstanding vacation
time, plus the actuarial equivalent of 36 months of defined benefits, plus any
value of using an unreduced retirement factor for calculating the defined
benefit. The agreement also provides for continuation of all other
benefits, such as medical insurance, for three years after termination.
The agreements include gross-up payment provisions to protect the
executive from payment of certain excise taxes imposed under the Internal
Revenue Code upon a lump sum payment as contemplated by the
agreements.
A change of control is defined to include a merger; a change in
the composition of the Board of Directors such that less than a majority are
current directors or directors recommended by at least a majority of the current
board; a sale of all or substantially all of the assets of the Company; a
shareholder-approved plan of liquidation or dissolution; and acquisition by any
person or group of 20 percent or more of the voting securities of the Company.
Good reason will exist if the executives authority or responsibilities
are materially reduced without his consent (and in the case of Mr. English, the
failure of the stockholders to re-elect him as a director or his removal as a
director) or, in the event of a change of control, a change in location of the
Companys executive offices of more than 100 miles from West Palm Beach.
The agreements include indemnification provisions requiring the Company to
indemnify the executive to the fullest extent permitted by the Companys
governing documents.
Retirement Plan
Pension Benefits
|
|
|
|
|
Name
|
Plan Name
|
Number of Years Credited Service (#)
|
Present Value of Accumulated Benefit ($)
|
Payments During Last Fiscal Year ($)
|
John
T English
|
Employees Pension Plan of Florida Public Utilities
|
35
|
1,763,442
|
0
|
George
M Bachman
|
Employees Pension Plan of Florida Public Utilities
|
24
|
540,347
|
0
|
Charles
L Stein
|
Employees Pension Plan of Florida Public Utilities
|
29
|
1,323,973
|
0
|
The Company maintains a defined benefit pension plan for
substantially all employees hired prior to January 1, 2005, or a later date in
2005 or 2006, depending upon collective bargaining agreements. Plan
benefits are based on an employees years of credited service and average Plan
compensation during his highest 3 consecutive years in his last 10 years of
service. The following table shows estimated annual benefits payable upon
normal retirement to persons in specified remuneration and year-of-service
classifications.
|
|
|
|
Average
Final
|
|
|
|
Compensation during the
|
|
Member's Highest 3 of
|
|
|
the Last 10 Years
|
|
Estimated
Annual Retirement Benefit at Age 65 in 2009 of a
|
of Credited Service
|
|
Plan
Member for Representative Years of Service
|
|
|
|
|
|
|
|
|
|
|
15 Years
|
20 Years
|
25 Years
|
30 Years
|
35 Years
|
40 Years
|
$ 20,000
|
|
4,500
|
6,000
|
7,500
|
9,000
|
10,500
|
12,000
|
40,000
|
|
9,000
|
12,000
|
15,000
|
18,000
|
21,000
|
24,000
|
60,000
|
|
13,600
|
18,100
|
22,700
|
27,200
|
31,700
|
36,300
|
80,000
|
|
21,000
|
27,900
|
34,900
|
41,900
|
48,900
|
55,900
|
100,000
|
|
28,300
|
37,700
|
47,200
|
56,600
|
66,000
|
75,500
|
120,000
|
|
35,700
|
47,500
|
59,400
|
71,300
|
83,200
|
95,100
|
140,000
|
|
43,000
|
57,300
|
71,700
|
86,000
|
100,300
|
114,700
|
160,000
|
|
50,400
|
67,100
|
83,900
|
100,700
|
117,500
|
134,300
|
180,000
|
|
57,700
|
76,900
|
96,200
|
115,400
|
134,600
|
153,900
|
200,000
|
|
65,100
|
86,700
|
108,400
|
130,100
|
151,800
|
173,500
|
220,000
|
|
72,400
|
96,500
|
120,700
|
144,800
|
168,900
|
193,100
|
240,000
|
|
79,800
|
106,300
|
132,900
|
159,500
|
186,100
|
212,700
|
245,000
|
|
81,600
|
108,800
|
136,000
|
163,200
|
190,400
|
217,600
|
Compensation under the Plan is the regular salary paid to an
employee for service rendered to the Corporation, including commissions but
excluding any bonuses and pay for overtime or special pay. Mr. Bachman,
Mr. English, and Mr. Stein have completed 24, 35 and 29 years of credited
service, respectively, in the Plan.
The benefits shown in the above table are straight-life annuity
amounts for a plan member retiring at age 65 in 2009 with the indicated years of
service. They are not subject to any deduction for Social Security or
other offset amounts. The benefit formula is dependent in part on each
employees Social Security Covered Compensation, which varies by year of birth
and is an average of Social Security taxable wage bases.
The normal retirement date is the first day of the month that
falls on or follows the date on the employee reaches age 65, or the fifth
anniversary of participation in the Plan, if later than age 65. At that
time the annual benefit, payable monthly, is computed as follows:
1.50% of the Average Final Compensation multiplied by the years of
Credited Service, plus
0.95% of the Average Final Compensation that is in excess of the
amount of Covered Compensation multiplied by the years of Credited Service.
An employee may retire before the normal retirement date if they
have reached age 55 and completed 10 years of Credited Service. The benefit will
be actuarially reduced to reflect the longer period of time that the employee
will be receiving the benefits than if the payments had started at normal
retirement age. However, if the employee has 30 years of Credited Service,
there is only a reduction if the employee collects benefits before age 60.
Currently, Mr. English is eligible for normal retirement and Mr.
Stein is eligible for early retirement benefits under the Plan. Mr.
English would receive the entire amount of benefit without reduction, since he
has over 30 years of Credited Service. Mr. Stein would receive a
reduction of 30% from the calculated benefit since he has less than 30 years of
Credited Service; however, in 2009 upon reaching 30 years of service, Mr. Stein
would receive no reduction.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
The current members of the Board of Directors Compensation
Committee are Paul L. Maddock, Jr., Richard C. Hitchins and Troy W. Maschmeyer,
Jr. None of the members of the Compensation Committee is a current or
former officer or employee of the Company or its subsidiary, or has any
relationship requiring disclosure under Item 404 of Regulation S-K. In
addition, no executive officer or director of the Company serves on the board of
directors or compensation committee of another company where an executive
officer or director of the other company also serves on the Board of Directors
or Compensation Committee of the Company.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
OWNERS
The following chart sets forth those persons known to the Company
to be the beneficial owners of more than five percent of the Company's common
stock and of the Companys directors and named executive officers based on
6,116,505 shares issued and outstanding as of March 15, 2009. Except as
otherwise provided, stock ownership is as of March 15, 2009, the address of each
person listed is 401 South Dixie Highway, West Palm Beach, Florida 33401, and
each person has the sole power to vote and transfer his or her shares.
|
|
|
|
|
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|
|
|
|
|
Gabelli Funds Inc. et al
|
|
766,372 Direct (1)
|
|
12.53%
|
One Corporate Center
|
|
|
|
|
Rye, New York 10580-1434
Energy West, Inc.
1 First Avenue South
Great Falls, MT 59401
Ellen Terry Benoit
Paul L. Maddock, Jr.
Richard C. Hitchins
Troy W. Maschmeyer, Jr.
Dennis S. Hudson III
John T. English
Charles L. Stein
George M. Bachman
All directors and officers as a group
(8) persons
|
|
318,286 Direct (2)
220,411 Direct
41,561 Direct
7,788 Direct
2,463 Direct
2,061 Direct
31,014 Direct
23,912 Direct
15,353 Direct
344,563
|
|
5.20%
3.60%
Less than 1%
Less than 1%
Less than 1%
Less than 1%
Less than 1%
Less than 1%
Less than 1%
5.63%
|
(1)
As reported on Schedule 13D by GAMCO Investors, Inc. and its
affiliates as filed on March 10, 2009.
(2)
As reported on Schedule 13D by Energy West, Inc. as filed on
October 7, 2008.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of BDO Seidman, LLP, served as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2008
and has been appointed to serve for the fiscal year ending December 31, 2009.
Representatives of BDO Seidman, LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they so
desire and are expected to respond to appropriate questions from
shareholders.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table presents fees for professional services
rendered by BDO Seidman, LLP (BDO Seidman) for the fiscal years ended December
31, 2008 and 2007:
|
|
|
|
|
|
|
|
2008
|
2007
|
|
|
|
|
Audit Fees
|
|
$250,000
|
|
$240,000
|
|
Audit Related Fees
|
|
0
|
|
0
|
|
Tax Fees
|
|
0
|
|
0
|
|
All Other Fees 401(k) & Pension Audits
|
|
|
|
32,500
|
|
All Other Fees Prior Years 401(k) Audit
|
|
16,937
|
|
|
|
|
Total
|
$266,937
|
|
$272,500
|
|
The Audit Committee has adopted a policy regarding the
pre-approval of audit and permitted non-audit services to be performed by the
Companys independent auditors. On an annual basis, the Committee will
consider and, if appropriate, approve the provision of audit and non-audit
services. Thereafter during the year, the Audit Committee will consider as
necessary the provision of any additional audit and non-audit services, which
are not encompassed by the annual pre-approval. The Committee has
delegated to the Chair of the Audit Committee the authority to pre-approve, on a
case-by-case basis, non-audit services to be performed by BDO Seidman which are
not encompassed by the Audit Committees pre-approval, provided that the Chair
shall report any decisions to pre-approve such services to the full Committee at
its next regular meeting. There were no non-audit services provided by BDO
Seidman during the 2008 fiscal year which required consideration of the
compatibility of the provision of such services with BDO Seidmans
independence.
AUDIT COMMITTEE REPORT
In discharging its oversight responsibility as to the audit
process, the Committee obtained from the Companys independent registered public
accounting firm, BDO Seidman, LLP, the written disclosures and the letter
required by applicable requirements of the Public Company Accounting Oversight
Board regarding BDO Seidmans communications with the Audit Committee concerning
independence, and has discussed with BDO Seidman its independence. The
Committee also discussed with management and BDO Seidman the quality and
adequacy of the Companys internal control over financial reporting. The
Committee reviewed with BDO Seidman their audit plans, audit scope, and
identification of audit risks.
The Committee discussed and reviewed with BDO Seidman all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 114 (which replaced
Statement on Auditing Standards No. 61, as amended) and with and without
management present, discussed and reviewed the results of BDO Seidmans
examination of the financial statements.
The Committee reviewed the audited financial statements of the
Company as of and for the fiscal year ended December 31, 2008, with management
and with BDO Seidman.
Based on these reviews and discussions, the Committee recommended
to the Board of Directors that the Companys 2008 audited financial statements
be included in its Annual Report on Form 10-K for the fiscal year ended December
31, 2008, for filing with the Securities and Exchange Commission.
Date:
March 11, 2009
Richard
C. Hitchins, Chairman
Paul
L. Maddock, Jr.
Dennis
S. Hudson III
Proposal
2:
Amendment
of Dividend Reinvestment Plan to Increase the Number of Available Shares
Shareholders of the Company are being asked to approve an
amendment of the Companys Dividend Reinvestment Plan (DRP or the Plan)
increasing the number of shares available under the Plan by 100,000 shares. The
DRP was initially adopted August 31, 1982 and amended by the Board of Directors
on June 15, 2001. Subject to the approval of the shareholders, the DRP may
be amended to increase the number of shares available under the Plan.
The number of shares remaining available under the Plan as of
January 2, 2009 was 17,391. Accordingly, on March 11, 2009, the Board of
Directors of the Company approved an amendment to the DRP to increase the number
of shares available in the Plan by 100,000 shares, subject to shareholder
approval of the amendment. In the event that shareholder approval is not
obtained, the DRP will be terminated when currently available shares are
inadequate to continue the Plan.
The purpose of the Plan is to provide the shareholders of the
Company with a simple and convenient method of investing cash dividends and
voluntary cash contributions in additional shares of the common stock of the
Company without payment of any brokerage commissions, service charges or other
costs. The Plan is intended to benefit long-term investors who wish to
increase their investment in the common stock. To the extent that shares
are purchased from the Company rather than in the open market, the Plan will
assist the Company in raising funds for general corporate purposes.
The following is a summary of the principal features of the DRP.
Shareholders who wish to receive a copy of the DRP can obtain one by
writing to Secretary, Florida Public Utilities Company, 401 South Dixie Highway,
West Palm Beach, Florida 33401.
Administration
. The DRP is administered by the American
Stock Transfer and Trust Company (the Plan agent).
Securities Subject to the DRP
. The number of shares of
common stock currently reserved for issuance under the DRP is 100,000. The
Board has approved an amendment increasing the number of authorized shares to
200,000, subject to shareholder approval at the Annual Meeting.
Eligibility and Participation
. All holders of record of the
Companys common stock are eligible to participate in the Plan. A
beneficial owner of common stock whose shares are registered in a name other
than his own must become a shareholder of record by having all or a part of such
shares transferred into his own name, or arrange for the holder of record of
such shares to enroll in the Plan, in order to participate in the Plan.
Contributions to the Plan.
On a dividend date, the
Company will pay to the Plan agent all dividends on each participants shares
enrolled in the plan. Each participant may make voluntary cash
contributions to the Plan of not less than $25.00 nor more than $2,000 during
any single dividend period. The Plan agent will use the dividends and any
cash contributions to purchase shares of the Companys common stock on behalf of
the participant.
Source of Common Stock Purchased Under the Plan
. The source
of shares of Company common stock to be purchased under the Plan may be
authorized but unissued shares, treasury shares or shares purchased in the open
market, as determined by the Companys Board of Directors. The Plan agent
will not exercise any direct or indirect control over the prices or timing of
purchases it makes.
Price of Shares Purchased Under the Plan
. The price per
share of shares of common stock purchases directly from the Company will be the
closing price as reported on the NYSE Amex for a share of common stock on the
day preceding the relevant investment date. If no shares were traded on
that day, the previous days reported closing price will be used. The
price of shares purchased on the open market will be the weighted average cost
per share (excluding brokerage commissions) to the Plan agent of such purchases
for the applicable dividend date.
Number of Shares Purchased for Each Participant
. The
number of shares to be purchased for each participant by the Plan agent will
depend on the amount of the dividend received and any voluntary cash payment
made, and the price of the shares. The participants account will be
credited with the number of whole and fractional shares equal to the amount to
be invested divided by the applicable purchase price. Fractional shares
shall be calculated to three (3) decimal places.
When Shares will be Purchased
.
Shares of
common stock may be purchased at any time but generally not later than five (5)
days after the investment date. Temporary suspension of purchases may
occur at any time when, in the judgment of the Plan agent, the purchase of
shares would violate any governmental, judicial, securities exchange or National
Association of Securities Dealers, Inc. order. Dividend and voting rights
will commence upon settlement of the purchase. For the purposes of making
purchases, the Plan agent will commingle all participants funds.
Withdrawals.
A participant may withdraw any number of
whole shares held in his or her account by requesting certificates for those
shares. Certificates for the number of whole Plan shares specified will be
issued to participants within fifteen (15) days of the signed written request.
Withdrawing some of a participants shares will not terminate
participation in the Plan.
Termination of Participation
. Participants may terminate
participation in the Plan at any time by giving written notice of termination to
the Plan agent. Any notice received less than fifteen (15) days prior to a
record date shall not be effective until dividends and other accumulated funds,
if any, have been invested and credited to the participants account.
Within a reasonable time after termination, the Plan agent will deliver a
certificate for all whole shares held under the Plan and a check representing
any uninvested dividends and voluntary cash contributions to the participant.
Federal Tax Consequences
. The following summarizes the
principal federal income tax consequences, under current law, of participation
in the Plan. It does not address all potentially relevant federal income
tax matters, including consequences peculiar to persons subject o special
provisions of federal income tax law (such as tax-exempt organizations,
insurance companies, and foreign persons). The discussion following is
based on various rulings of the Internal Revenue Service regarding several types
of dividend reinvestment plans. No ruling, however, has been issued or
requested regarding the Plan. The following is for general information
only.
Reinvested Dividends.
Dividends that are reinvested
to acquire shares of common stock will be taxable to a participant (including
any fractional share), as if the participant received the dividends. For
federal income tax purposes, a participant will have to report the receipt of
dividend income equal to the fair market value of the common stock purchased
with reinvested dividends. .
Optional Cash Payments.
The purchase of shares of
common stock under the Plan with a participants optional cash payments will not
be considered a taxable dividend. The initial tax basis in shares of
common stock acquired with an optional cash payment will be the purchase price.
The holding period for shares acquired with optional cash payments under
the Plan will begin the day after the purchase date. A share consisting of
fractions shares purchase on different dates will have a split holding period,
with the holding period for each fractional component beginning the day after
its purchase date.
Receipt of Share Certificates and Cash.
Participants
will not realize any income when they receive certificates for whole shares
credited to their account under the Plan. Any cash received for a
fractional share held in a participants account will be treated as an amount
realized on the sale of the fractional share. Participants, therefore,
will recognize gain or loss equal to any difference between the amount of cash
received for fractional share and the participants tax basis in the fractional
share.
The Board of Directors unanimously recommends a vote
FOR
approval of the amendment to the Dividend Reinvestment
Plan.
Proposal
3:
Ratification
of Appointment of Independent Registered Public Accounting Firm
The Audit Committee has appointed the independent registered
public accounting firm of BDO Seidman, LLP to audit the accounts of the Company
for the fiscal year ending December 31, 2009. Although this appointment is
not required to be submitted to a vote of our shareholders, the Board of
Directors believes it is appropriate to request that shareholders ratify this
appointment. If the shareholders do not ratify the appointment of BDO
Seidman, the Audit Committee will investigate the reasons for shareholder
rejection and the appointment will be reconsidered by the Audit Committee.
The Board of Directors unanimously recommends a vote
FOR
ratification of the appointment of BDO Seidman, LLP.
Proposal
4:
Shareholder
Proposal
A shareholder proposal has been received by the Company requesting
that the Company change director terms from classified terms to annual terms.
Gerald R. Armstrong, 820 Sixteenth Street, No. 705, Denver, Colorado
80202-3227, telephone 303-355-1199, a stockholder who owns 205.598 shares of the
Companys common stock, has requested that the Company include the following
proposal and supporting statement in its Proxy Statement for the 2009 Annual
Meeting of Shareholders. The proposal is set forth verbatim below, for
which the Board of Directors and the Company accept no responsibility. The
Board of Directors Statement in Opposition of this proposal is also set forth
following the proposal.
If properly presented, this proposal will be voted on at the
Annual Meeting. Voting on this matter would serve only as an advisory vote
for the Board to reconsider the classified Board structure.
Resolution
That the shareholders of FLORIDA PUBLIC UTILITIES COMPANY
request its Board of Directors to take the steps necessary to eliminate
classification of terms of the Board of Directors to require that all
Directors stand for election annually. The Board declassification shall be
completed in a manner that does not affect the unexpired terms of the
previouslyelected Directors.
Statement
The proponent believes the election of directors is the strongest
way that shareholders influence the directors of any corporation. Currently, our
board of directors is divided into three classes with each class serving
three-year terms. Because of this structure, shareholders may only vote for
one-third of the directors each year. This is not in the best interest of
shareholders because it reduces accountability.
Xcel Energy, Inc., Devon Energy Corporation, ConocoPhillips,
ONEOK, Inc., CenterPoint Energy, Inc., Hess Corporation have adopted this
practice and it has been approved by shareholders at C H Energy Group, Inc.,
Central Vermont Public Service Corporation, Black Hills Corporation, Spectra
Energy Corp., and several others, upon presentation of a similar resolution by
the proponent during 2008. The proponent is a professional investor who has
studied this issue carefully.
The performance of our management and our Board of Directors is
now being more strongly tested due to economic conditions and the accountability
for performance must be given to the shareholders whose capital has been
entrusted in the form of share investments.
A study by researchers at Harvard Business School and the
University of Pennsylvanias Wharton School titled Corporate Governance and
Equity Prices (Quarterly Journal of Economics, February, 2003), looked at the
relationship between corporate governance practices (including classified
boards) and firm performance. The study found a significant positive link
between governance practices favoring shareholders (such as annual directors
election) and firm value.
While management may argue that directors need and deserve
continuity, management should become aware that continuity and tenure may be
best assured when their performance as directors is exemplary and is deemed
beneficial to the best interests of the corporation and its shareholders.
The proponent regards as unfounded the concern expressed by some
that annual election of all directors could leave companies without experienced
directors in the event that all incumbents are voted out by shareholders. In the
unlikely event that shareholders do vote to replace all directors, such a
decision would express dissatisfaction with the incumbent directors and reflect
a need for change.
If you agree that shareholders may benefit from greater
accountability afforded by annual election of
all
directors, please vote
FOR this proposal.
Board
of Directors Statement in Opposition
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST
THE FOREGOING SHAREHOLDER PROPOSAL
Our Board of Directors recommends voting AGAINST this proposal
because of the following concerns:
|
|
|
|
|
Attracting and retaining capable
directors
|
|
|
|
|
|
Protecting against inadequate takeover
bids
|
Our Board of Directors and our Nominating and Corporate Governance
and Compensation Committees have each given this proposal careful
consideration. Both our Board and the Committees unanimously concluded
that the proposal should not be implemented. The Board and the Committees
concluded that the elimination of a classified board was not in the best
interests of our Company or our shareholders. Our Nominating and Corporate
Governance and Compensation Committees are made up entirely of independent
directors. With only one exception, our Board is made up of independent
members.
We operate in a capital intensive industry in which our Company is
required to develop long-term plans that involve significant investments in
capital assets and long-term plans for the maintenance and upgrading of those
long-term capital assets. Continuity in our Board and stability in
planning are essential for us. A classified board ensures that a majority
of our Board will continue from year to year.
Our future success depends in significant part on our ability to
attract and retain capable and experienced directors. An experienced and
qualified board will enable us to make fundamental decisions for our Company,
execute long-term strategic plans, and augment our Companys long-term growth
opportunities. Our Board believes that our classified board, with its
three year terms, facilitates these goals. Operating within our classified
board structure, we have been able to attract and retain qualified individuals
whose skills and knowledge complement those of the incumbent directors.
Three year terms for our directors have helped ensure that our directors obtain
a solid historical perspective of our company, its operations and our
competitive environment.
A classified board also affords our Company and our shareholders
an additional measure of protection against hostile and unsolicited takeover
attempts that do not offer the greatest value to all our shareholders. The
existence of a classified board encourages a potential acquirer to negotiate
with the board, giving the board additional time and bargaining power to
negotiate a transaction that is in the best interests of the shareholders and
other constituencies.
Our Board disagrees with the suggestion of the proponent that
three year terms for our directors unreasonably reduce accountability for our
Boards actions and decisions. As fiduciaries, our Board is subject to
duties to act in the best interests of our Company and our shareholders.
Our Boards actions are required by law to meet the fiduciary duty of loyalty
and the fiduciary duty of care. A failure on the part of our Board to meet
these fiduciary duties generates consequences for members of the Board that may
include personal civil liabilities. In addition, at the end of their three
year terms, our directors must stand for re-election, giving shareholders an
opportunity at that time to replace any directors whose services have been
unsatisfactory.
The Board is not persuaded by the proponents argument that we
should abandon our long standing policy of a classified board simply
because ten other companies that he names in his Statement have done so.
Many companies continue to operate with classified boards. In 2008, half of
the Standard & Poors 1,500 companies operated with classified boards.
Our Boards view is that each company must make the decision of three or
one year board terms in light of the particular companys circumstances.
For the reasons described above, the Board and the Nominating and Corporate
Governance and Compensation Committees each unanimously agree that three year
terms make sense for our Company.
Approval of this shareholder proposal would not automatically
result in the declassification of the Board. Rather, it would serve only
as an advisory vote for the Board to reconsider the classified board
structure. Elimination of our classified board structure would
require an amendment to our Certificate of Reincorporation and, if not approved
by two-thirds of the Board of Directors, such amendment would need to be
submitted to the shareholders for approval by holders of at least 70% of the
Companys outstanding shares of common stock at a special meeting called by the
holders of a majority of the Companys outstanding common stock.
The Board of Directors unanimously recommends a vote
AGAINST the Shareholder Proposal
SHAREHOLDER PROPOSALS FOR 2010 ANNUAL MEETING
Shareholder proposals intended to be presented at our 2010 Annual
Meeting of Shareholders must be received by us by December 4, 2009 for inclusion
in our proxy statement and form of proxy card for that meeting.
For any nominations of a candidate for election as a director or
other business to be properly brought by a stockholder before the annual
meeting, the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. Pursuant to our By-Laws, notice must be
given not less than ninety (90) days nor more than one hundred and twenty (120)
days prior to anniversary of the last annual meeting of stockholders. For
director nominations, the notice must include the information required to be
disclosed in solicitations of proxies for election of directors pursuant to
Regulation 14A of the Securities Exchange Act of 1934 and such other matters as
are specified in our By-Laws. For other business, the notice must include
a description of the proposed business, the reasons therefore, and other matters
specified in our By-Laws. These time limits also apply in determining
whether notice is timely for purposes of rules adopted by the Securities and
Exchange Commission relating to the exercise of discretionary voting
authority.
These requirements are separate from and in addition to the
requirements a stockholder must meet to have a proposal included in our proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
COMMUNICATING WITH THE COMPANYS BOARD OF DIRECTORS
Shareholders can communicate with the members of the Companys
Board of Directors by writing to: Board of Directors, Florida Public
Utilities Company, 401 South Dixie Highway, West Palm Beach, Florida 33401.
If a shareholder wishes to communicate with an individual director, the
addressee should be the name of such director. At each Audit Committee
meeting, the Secretary delivers to the Chairman of the Audit Committee all
communications addressed to the Board of Directors received since the last
meeting.
HOUSEHOLDING OF PROXIES
In accordance with SEC rules, the Company and some brokers may
satisfy delivery requirements for annual reports and proxy statements with
respect to two or more stockholders sharing the same address by delivering a
single annual report and/or proxy statement addressed to those stockholders.
This process, which is commonly referred to as householding, potentially
provides extra convenience for stockholders and cost savings for companies.
Once you have received notice from the Company or your broker that
materials will be householded to your address, householding will continue until
you are notified otherwise or until you revoke your consent. If, at any
time, you no longer wish to participate in householding and would prefer to
receive a separate annual report and/or proxy statement in the future, please
notify your broker if your shares are held in a brokerage account or the Company
if you hold registered shares. You can notify the Company, or at any time
request a separate copy of our annual report or proxy statement, by sending a
written request to Secretary, Florida Public Utilities Company, 401 South Dixie
Highway, West Palm Beach, Florida 33401.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented
for consideration at the 2009 Annual Meeting. If any other matter shall
properly come before the meeting, the persons named in the accompanying proxy
card intend to vote on such matter in accordance with their judgment.
Florida Public (AMEX:FPU)
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