Pulling the plug on NV Energy's schocking greed - retirees propose shareholder resolutions for greater accountability
NV Energy made $227 million last year - a near 25% increase from the year before - while charging Nevadans the highest residential electricity rates of any Mountain State. And CEO Michael Yackira just got a raise, now making $5.3 million a year - a 42% increase from 2008.
To stop this shocking greed, company retirees are standing up to NV Energy by proposing two shareholder resolutions aiming to increase accountability at the utility. The shareholder meeting will take place in Las Vegas on May 3.
Read more about the NV Energy retiree shareholder resolutions below.
RETIREE SHAREHOLDER SUPPORTING STATEMENT ON PROPOSAL 9
"Currently, NV Energy stockholders do not have the power to call special meetings of stockholders. NV Energy’s bylaws provide that only a majority of the board, the board chairman or NV Energy’s president can call a special meeting. In our opinion, prohibiting stockholder-called special meetings gives management too much control over the timing of stockholder action.
"Stockholders should have the ability, within reasonable limits, to call a special meeting when they think a matter is sufficiently important to merit expeditious consideration. Stockholder control over timing is especially important, we think, in the context of a major acquisition or restructuring, when events unfold quickly and issues may become moot before the next annual meeting.
"For those reasons, this proposal asks NV Energy’s board to amend the bylaws to establish a process by which holders of 15% of NV Energy’s outstanding common shares may demand that a special meeting be called. The corporate laws of many states (though not Nevada, where NV Energy is incorporated) provide that holders of only 10% of shares may call a special meeting, absent a contrary provision in the charter or bylaws. Accordingly, we view a 15% threshold as striking a reasonable balance between enhancing shareholder rights and avoiding excessive distraction and cost to the company.
"Prominent institutional investors and organizations advocate allowing stockholders to call a special meeting. Fidelity, Vanguard, American Century and Massachusetts Financial Services are among the mutual fund companies supporting stockholders’ right to call a special meeting. The proxy voting guidelines of many public employee pension funds, including the Connecticut Retirement Plans and Trust Funds, the New York City Employees Retirement System and the Los Angeles County Employees Retirement Association, also favor giving stockholders this right.
"In the 2010 proxy season, 13 proposals asking that stockholders be given the right to call a special meeting obtained support from holders of a majority of shares voted, according to proxy solicitor Georgeson. (Georgeson 2010 Annual Corporate Governance Review, at 37-38)
"We urge stockholders to vote for this proposal."
RESOLVED, that stockholders of NV Energy, Inc. (“NV Energy”) urge the board of directors to amend the bylaws to allow holders of 15% of the outstanding shares of common stock to call a special meeting of stockholders.
RETIREE SHAREHOLDER SUPPORTING STATEMENT ON PROPOSAL 10
"Equity-based compensation is an important component of senior executive compensation at NV Energy. According to NV Energy’s 2010 proxy statement, “NVE seeks to link the interests of the [named executive officers] with those of our stockholders by the grant of equity-based, long-term incentive awards under our Long-Term Incentive Plan, or LTIP.”
"As of December 31, 2009, CEO Michael Yackira held 199,729 vested and exercisable stock options as well as 141,152 shares of earned shares or units that had not yet vested. He received performance share and performance-based restricted stock awards in 2007 through 2009 (not all of which has been earned and/or vested) with an aggregate value on the grant date of $3,584,640. He owned only 97,450 shares outright, though, as of February 2, 2010.
"Requiring senior executives to hold a significant portion of shares obtained through compensation plans after the termination of employment would focus them on NV Energy’s long-term success and would better align their interests with those of NV Energy’s stockholders. In the context of the current financial crisis, we believe it is imperative that companies reshape their compensation policies and practices to discourage excessive risk-taking and promote long-term, sustainable value creation. A 2009 report by the Conference Board Task Force on Executive Compensation stated that hold-to-retirement requirements give executives “an evergrowing incentive to focus on long-term stock price performance.” (http://www.conference-board.org/pdf_free/ExecCompensation2009.pdf)
"NV Energy has a minimum stock ownership guideline requiring the CEO to own NV Energy shares worth two times the CEO’s annual base salary; other executive officers must own shares worth one and a half times their salaries. The executives covered by the policy have five years from the start of their employment to comply. We believe this policy does not go far enough to ensure that equity compensation builds executive ownership, especially given the extended time period for compliance. We also view a retention requirement approach as superior to a stock ownership guideline because a guideline loses effectiveness once it has been satisfied and executives are free to sell all shares obtained thereafter.
"We urge stockholders to vote for this proposal."
RESOLVED, that stockholders of NV Energy, Inc. (“NV Energy”) urge the Compensation Committee of the Board of Directors (the “Committee”) to adopt a policy requiring that senior executives retain a significant percentage of shares acquired through equity compensation programs until two years following the termination of their employment (through retirement or otherwise), and to report to shareholders regarding the policy before NV Energy’s 2012 annual meeting of shareholders. The stockholders recommend that the Committee not adopt a percentage lower than 75% of net after-tax shares. The policy should address the permissibility of transactions such as hedging transactions which are not sales but reduce the risk of loss to the senior executive.
SHAME ON NV ENERGY
America’s leading consumer research firm once gave NV Energy the highest ranking for customer service in the West. But after years the eliminating service line crews and the closure of all but one customer service office in the state - NV Energy ranks dead last. Executives have pushed these cuts while reporting over $225 million in profit and paying CEO Michael Yackira nearly $5.3 million. And now, NV Energy is breaking its promise to retirees by slashing their health care when they need it most.



