NextEra Energy, Inc. (NEE) Earnings Call Transcript & Summary

Welcome to the 2021 Annual Meeting of Shareholders of NextEra Energy. I'm Scott Seeley, Vice President of Compliance and Corporate Secretary, and I hereby call this meeting to order. For those of you listening, thank you for joining us. For those of you attending in person, welcome and please practice safe social distancing while you're here. First, let me confirm that we have a quorum present so that we can conduct the meeting. I have been informed by our proxy tabulator that approximately 88% of our outstanding shares are present, so we have a quorum for the meeting. With that, I would like to turn the meeting over to our Chairman and CEO, Jim Robo.

Thank you, Scott, and good morning, everyone. I'd like to begin by introducing several individuals who are joining this meeting via phone. First, joining me today is Charlie Sieving, Executive Vice President and General Counsel. Also with us today are other senior officers of NextEra Energy, Florida Power & Light Company and NextEra Energy Resources. Next, I'll introduce the directors who are joining me today as nominees for election. Please let us know you have joined us when I call your name. The nominees are Sherry Barrat, the retired Vice Chairman of Northern Trust Corporation, a financial holding company headquartered in Chicago. Sherry has been a director since 1998.

Present.

Jim Camaren, a private investor and former Chairman and CEO of Utilities, Inc., which was one of the largest investor-owned water utilities in the United States. Jim has been a director since 2002.

Present.

Ken Dunn, Emeritus Professor of Financial Economics and former Dean of the David A. Tepper School of Business at Carnegie Mellon University. Ken has been a director since 2010.

Present.

Naren Gursahaney, the Non-Executive Chairman of the Board of Terminix Global Holdings, a provider of pest control services. Naren has been a director since 2014.

Present.

Kirk Hachigian, former Chairman and CEO of JELD-WEN Holding, Inc. and former Chairman and CEO of Cooper Industries. Kirk has been a director since 2013.

Present.

Amy Lane, the retired Managing Director and Group Leader of the global Retailing Investment Banking Group of Merrill Lynch & Co. Amy has been a director since 2015.

Present.

David Porges, former Chairman of Equitrans Midstream Corporation and former Chairman and CEO of EQT Corporation. David has been a director since 2020.

Present.

Rudy Schupp, retired President of Valley National Bancorp and Chief Banking Officer of Valley National Bank. Rudy has been a director since 2005.

Present.

Jack Skolds, retired Executive Vice President of Exelon Corporation and President of Exelon Energy Delivery. Jack has been a director since 2012.

Present.

Lynn Utter, former Chief Talent Officer of Atlas Holdings LLC and former CEO of First Source LLC. Lynn has been a director since February 2021.

Present.

And Darryl Wilson, retired Vice President of GE Power. Darryl has been a director since 2018.

Present.

I would also like to confirm the attendance of our independent auditors, Deloitte & Touche. Representing the firm this morning are John Slyh and Allison Taylor.

We're here.

Now let's get to the business of the meeting, which will include a description of the items of business that require approval of shareholders, a discussion of those items only and a vote on those items. When we finish the business of the meeting, I will ask Scott to adjourn the meeting. We have 5 items of business today, including 1 shareholder proposal if that shareholder or representative presents it at this meeting. Item #1 is the election as directors of the nominees specified in the proxy statement. Item #2 is the ratification of the appointment of Deloitte & Touche LLP as NextEra Energy's independent registered public accounting firm for 2021. Item #3 is the approval by nonbinding advisory vote of NextEra Energy's compensation of its named executive officers as disclosed in the proxy statement. Item #4 is the approval of the NextEra Energy, Inc. 2021 long-term incentive plan. Item #5 is proposed by John Chevedden on behalf of Myra Young. Is the proponent or a representative of the proponent here today?

The representative of the proponent is here today. [ Cross ], please present your proposal.

Proposal 5, right to act by written consent. Shareholders of NextEra Energy, Inc. requests that our Board of Directors take such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon are present and voting. This includes shareholders' ability to initiate any appropriate topic for written consent. This proposal topic won 95% support at a Dover Corporation shareholder meeting and 88% support at an AT&T shareholder meeting. And that was before the shareholder ability to call a special in-person shareholder meeting was essentially eliminated by the 2020 pandemic. This proposal topic won 45.2% support at our 2020 Annual Meeting. The 2020 proposal did not point out that our management ignored the fact that the written consent can be structured so that the shareholders get notice of a proposed action. Plus in 2020, NEE management also ignored the fact that winning written consent would require 60% approval of the shares voted at a typical NEE Annual Meeting since many shareholders do not vote. With the near universal use of online annual shareholder meetings, which can last only 10 minutes, the shareholder right to call a special meeting has been severely reduced in value. Shareholders can be restricted in making their views known at online shareholder meetings because constructive questions and comments can be easily screened out by the incumbent management and Board. For example, the 2020 Goodyear shareholder meeting was spoiled for shareholders by a trigger-happy management mute button. Goodyear's virtual meeting creates issues with its shareholders at https://www.crainscleveland.com/manufacturing/goodyears-virtual-meeting-creates-issues-shareholder. AT&T would allow -- would not allow shareholders to speak. AT&T investors denied a dial-in as annual meeting goes online at https://whbl.com/2020/04/17/att-investors-denied-a-dial-in-as-annual-meeting-goes-online. The Bank of New York Mellon Corporation, BK, said it adopted written consent in 2019 after a 45% support for a written consent shareholder proposal. This compares to the 45.2% NEE shareholder vote in 2020. BK's action was taken a year before the pandemic put an end to the vast majority of in-person shareholder meetings, perhaps forever. Now more than ever, shareholders need to have the option to take action outside of the shareholder meeting and send a wake-up call to management, if need be, since tightly controlled online shareholder meetings have the potential to dramatically reduce shareholders' engagement and management transparency. Please vote yes.

Thank you. I declare that item #5 is properly presented. We will now have a discussion on these 5 items of business only. Scott, are there any comments or questions on these items of business?

Thank you, Mr. Chairman. If you're a shareholder and have a comment or question on these items of business, please come to the microphone, state your name, the number of shares you own and introduce yourself. It appears that there are no comments or question on the remaining items of business.

Thank you, Scott. We'll now conduct the vote. [Voting]

Mr. Chairman, those who want to cast a ballot or submit a proxy, raise your hand. If you've already sent in your proxy, you do not need to fill out a ballot. Mr. Chairman, it appears that all shareholders wishing to vote by ballot have done so.

Thank you, Scott. I hereby declare the polls closed. I believe that the inspector of elections has provided the preliminary results of the vote to the General Counsel. Charlie, would you please announce the preliminary results?

Sure. Mr. Chairman, the preliminary results are as follows. On item 1, the election of directors, all nominees received at least 88% of the votes cast and therefore, all of them have been elected. On item #2, approximately 95% of votes cast have approved Deloitte & Touche as our independent registered public accounting firm for 2021, so the appointment has been ratified. On item #3, approximately 92% of the votes cast have approved by nonbinding advisory vote, the compensation of our named executive officers, so the compensation has been approved. On item #4, approximately 94% of the votes cast have approved the NextEra Energy, Inc. long-term incentive plan, so the plan has been approved. And on Item #5, approximately 52% of votes cast are against the shareholder proposal related to a right to act by written consent, so that proposal has not been approved.

Thank you, Charlie. As we have completed our business, I now ask Scott to adjourn the meeting.

Thank you, Mr. Chairman. I hereby declare that the NextEra Energy Annual Meeting of Shareholders is adjourned. Please be safe and enjoy the rest of your day.