NEXTERA ENERGY Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)As described in Item 5.07 of this Current Report on Form 8-K,NextEra Energy, Inc. (NEE) held its 2021 Annual Meeting of Shareholders onMay 20, 2021 (2021 Annual Meeting). At the 2021 Annual Meeting shareholders approved theNextEra Energy, Inc. 2021 Long Term Incentive Plan (2021 LTIP). The 2021 LTIP had been approved by NEE's Board of Directors (Board) onFebruary 12, 2021 , subject to receipt of shareholder approval, and became effective upon receipt of shareholder approval onMay 20, 2021 . The following description of certain terms of the 2021 LTIP is qualified in all respects by the terms of the 2021 LTIP, which is filed as Exhibit 10 to this Current Report on Form 8-K and incorporated herein by reference.
Term. The 2021 LTIP terminates automatically ten years after its effective date, unless it is earlier terminated by the Board.
Eligibility. Awards may be granted under the 2021 LTIP only to individuals who are officers or other employees of NEE, its subsidiaries and other affiliates.
Awards. The following type of awards may be made under the 2021 LTIP, subject to limitations set forth in the 2021 LTIP:
•stock options, which may be either incentive stock options or non-qualified stock options; •restricted stock; •deferred stock units, also referred to as "restricted stock units"; •performance shares or other performance-based awards; •dividend equivalent rights; •stock appreciation rights; and •other equity-based awards, including unrestricted stock. Shares Available for Issuance. Subject to adjustment as provided in the 2021 LTIP, the maximum number of shares of NEE's common stock that is available for issuance under the 2021 LTIP is 65 million shares, plus the number of shares subject to awards outstanding under NEE's 2011 Amended and Restated Long Term Incentive Plan as ofMay 20, 2021 (the effective date of the 2021 LTIP) which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares. A description of the material terms of the 2021 LTIP is set forth in Proposal 4, under the heading "Approval of theNextEra Energy, Inc. 2021 Long Term Incentive Plan," in NEE's definitive proxy statement on Schedule 14A for the 2021 Annual Meeting of Shareholders (Proxy Statement), filed with theSecurities and Exchange Commission onMarch 31, 2021 . --------------------------------------------------------------------------------
Item 5.07 Submission of Matters to a Vote of Security Holders
(a)At the 2021 Annual Meeting, NEE's shareholders approved four proposals and did not approve one shareholder proposal. The proposals are described in detail in NEE's Proxy Statement.
(b)The final voting results with respect to each proposal voted upon at the 2021 Annual Meeting are set forth below.
Proposal 1
NEE's shareholders elected each of the twelve nominees to the Board for a one-year term, as set forth below:
%
VOTES
CAST BROKER
FOR FOR AGAINST ABSTENTIONS NON-VOTES
Sherry S. Barrat 1,332,305,452 90.1 % 146,284,393 13,605,217 224,470,124
James L. Camaren 1,386,534,050 93.2 % 101,839,985 3,821,027 224,470,124
Kenneth B. Dunn 1,457,429,674 97.9 % 31,024,028 3,741,360 224,470,124
Naren K. Gursahaney 1,460,017,881 98.1 % 28,487,205 3,689,976 224,470,124
Kirk S. Hachigian 1,417,299,870 95.2 % 71,019,128 3,876,064 224,470,124
Amy B. Lane 1,462,791,341 98.3 % 25,996,334 3,407,387 224,470,124
David L. Porges 1,478,774,524 99.4 % 9,488,588 3,931,950 224,470,124
James L. Robo 1,300,707,367 88.1 % 174,953,061 16,534,634 224,470,124
Rudy E. Schupp 1,359,581,737 92.0 % 118,451,765 14,161,560 224,470,124
John L. Skolds 1,473,334,071 99.0 % 15,003,679 3,857,312 224,470,124
Lynn M. Utter 1,469,750,540 98.7 % 18,963,605 3,480,917 224,470,124
Darryl L. Wilson 1,472,613,619 98.9 % 15,851,012 3,730,431 224,470,124
Proposal 2
NEE's shareholders ratified the appointment of
%
VOTES
CAST BROKER
FOR FOR AGAINST ABSTENTIONS NON-VOTES
1,620,248,257 94.6% 92,591,446 3,825,483 -
Proposal 3
NEE's shareholders approved, by non-binding advisory vote, NEE's compensation of
its named executive officers as disclosed in the Proxy Statement, as set forth
below:
%
VOTES
CAST BROKER
FOR FOR AGAINST ABSTENTIONS NON-VOTES
1,367,783,195 92.3% 113,799,537 10,612,330 224,470,124
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Proposal 4
The Company's shareholders approved the
%
VOTES
CAST BROKER
FOR FOR AGAINST ABSTENTIONS NON-VOTES
1,392,460,825 93.8% 92,685,816 7,048,421 224,470,124
Proposal 5
NEE's shareholders did not approve a non-binding shareholder proposal that would
permit written consent by shareholders entitled to cast the minimum number of
votes necessary to authorize action at a meeting at which all shareholders
entitled to vote were present and voting, as set forth below:
%
VOTES
CAST BROKER
FOR FOR AGAINST ABSTENTIONS NON-VOTES
707,472,641 47.8% 773,676,396 11,046,025 224,470,124
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
10 NextEra Energy, Inc. 2021 Long Term Incentive Plan
101 Interactive data files for this Form 8-K formatted in Inline XBRL
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
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