Proposal 5: Shareholder
In accordance with Securities and Exchange
Commission (“SEC”) regulations, the text of this shareholder
proposal and supporting statement appear exactly as received by the
Company. The shareholder proposal may contain assertions about the
Company or other matters that the Company believes are incorrect,
but the Company has not attempted to refute all of those
assertions. All statements contained in the shareholder proposal
and supporting statement are the sole responsibility of the
proponent. The Company disclaims responsibility for the content of
the proposal and the supporting statement.
The Company will provide the name, address and
share ownership information of the proponent of Proposal 5 promptly
upon receipt by the Corporate Secretary of an oral or written
request for that information.
Proposal 5—Right to Act by Written
Resolved, NextEra Energy (“NEE” or
“Company”) shareholders request our board of directors undertake
steps as necessary to 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. This written consent is to be consistent with
giving shareholders the fullest power to act by written consent
consistent with applicable law, including the ability to initiate
any topic for written consent consistent with applicable law.
Shareholder rights to act by written consent and
special meetings are often complimentary ways to bring urgent
matters to the attention of management and shareholders outside the
annual meeting cycle.
Many boards and investors assume a false
equivalency between rights of written consent and special meetings.
However, any shareholder, regardless how many (or few) shares she
owns, can seek to solicit written consents on a proposal.
By contrast, calling a special meeting may require
a two-step process. A
shareholder who does not own the minimum shares required must first
obtain the support of other shareholders. Once that meeting is
called, the shareholder must distribute proxies asking shareholders
to vote on the proposal to be presented at the special meeting.
This two-step process can
take more time and expense than the one-step process of soliciting written
consents, especially at our Company, which allows only investors
with 20% of outstanding shares to call a special meeting, instead
of 10%, as allowed by many companies.
Blackrock’s proxy voting guidelines for 2019
include the following:
In exceptional circumstances and with sufficiently
broad support, shareholders should have the opportunity to raise
issues of substantial importance without having to wait for
management to schedule a meeting. We therefore believe that
shareholders should have the right to solicit votes by written
consent provided that: 1) there are reasonable requirements to
initiate the consent solicitation process (in order to avoid the
waste of corporate resources in addressing narrowly supported
interests); and 2) shareholders receive a minimum of 50% of
outstanding shares to effectuate the action by written consent.
The topic won majority votes recently at Kansas
City Southern, Flowserve, JetBlue, United Rentals, Capital One
Financial, Cigna, Applied Materials, Nuance Communications,
Netflix, Newell Brands, Gillead Sciences, L3 Technologies, Eastern
Chemical Company, and HP.
Our Company should join the hundreds of major
companies that enable shareholders to act by written consent.
Increase Shareholder Value
Vote for Right to Act by Written Consent—Proposal