UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
GREEN MOUNTAIN POWER CORPORATION
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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)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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[LOGO OF GREEN MOUNTAIN POWER]
GREEN MOUNTAIN POWER CORPORATION
163 Acorn Lane
Colchester, Vermont 05446
March 28, 2003
To Our Shareholders:
You are cordially invited to attend the 2003 Annual Meeting of
Shareholders. The meeting will be held on Thursday, May 15, 2003, at the
Elley-Long Music Center at St. Michael's College, 223 Ethan Allen Drive,
Colchester, Vermont 05446. As the meeting will begin promptly at 10:00 a.m.,
please plan to arrive earlier.
Directions to the Elley-Long Music Center at St. Michael's College: From
I-89 Northbound, take Exit 15, turn right at the end of the ramp onto Route 15.
Go past St. Michael's College and Vermont National Guard Base. At next light,
turn left into Fort Ethan Allen. Take 2nd right onto Ethan Allen Avenue. The
Center is on your left. There is no Exit 15 Southbound off I-89, so you should
take Exit 14 East, follow ramp onto Williston Road, then take the ramp to rejoin
I-89 North, take Exit 15 and proceed as above.
The proxy, which follows this letter, gives you the opportunity to cast
your vote for the election of two Class II members to the Board: Merrill O.
Burns and Christopher L. Dutton.
Directors and Officers are expected to be available before and after the
meeting to speak with you. During the meeting, we will answer your questions
regarding our business affairs and will consider the matters explained in the
notice and proxy statement that follows.
Please fill in your vote, sign and return the enclosed proxy as soon as
possible, whether or not you plan to attend the meeting. Your vote is important.
Thank you for your continued interest in and support of Green Mountain
Power Corporation.
Sincerely,
/s/ Nordahl L. Brue /s/ Christopher L. Dutton
Nordahl L. Brue Christopher L. Dutton
Chair, President and
Board of Directors Chief Executive Officer
March 28, 2003
Notice of Annual Meeting of Shareholders
To the Shareholders of
Green Mountain Power Corporation:
We will hold the Annual Meeting of Shareholders of Green Mountain Power
Corporation, a Vermont corporation, at the Elley-Long Music Center at St.
Michael's College, 223 Ethan Allen Drive, Colchester, Vermont, on Thursday, May
15, 2003, at 10:00 a.m., Eastern Daylight Savings Time. The meeting's purposes
are to:
1. Elect two Directors; and
2. Consider any other matters which may properly come before the
meeting and any adjournments thereof.
Only shareholders of record of common stock at the close of business on
March 20, 2003, are entitled to receive notice of and to vote at the meeting. A
list of the shareholders entitled to vote will be available at the meeting for
examination by any shareholder for any purpose germane to the meeting. The list
will also be available on the same basis beginning April 1, 2003, at our
principal office, 163 Acorn Lane, Colchester, Vermont 05446.
To assure your representation at the meeting, please fill in your vote,
sign and mail the enclosed proxy as soon as possible. We have enclosed a return
envelope, which requires no postage if mailed in the United States. Your proxy
is being solicited by the Board of Directors.
/s/ Donald J. Rendall, Jr.
-------------------------------
Donald J. Rendall, Jr.
Secretary
PLEASE VOTE - YOUR VOTE IS IMPORTANT
1
PROXY STATEMENT
GREEN MOUNTAIN POWER CORPORATION
163 Acorn Lane
Colchester, Vermont 05446
-----------------------------
ANNUAL MEETING OF SHAREHOLDERS
May 15, 2003
-----------------------------
March 28, 2003
PROXY AND SOLICITATION
The accompanying proxy is solicited on behalf of the Board of Directors of
Green Mountain Power Corporation (the "Company" or "GMP") for use at the Annual
Meeting of Shareholders of the Company to be held on Thursday, May 15, 2003, and
at any and all adjournments thereof. This proxy statement and the accompanying
form of proxy are being sent to the shareholders on or about March 28, 2003.
The cost of soliciting proxies by the Board of Directors will be borne by
the Company, including the charges and expenses of brokers and others for
sending proxy materials to beneficial owners of Common Stock. In addition to the
use of the mails, proxies may be solicited by personal interview, by telephone,
by facsimile, by telegraph, or by certain of the Company's employees, without
compensation therefor. The Company has retained Mellon Investor Services LLC to
assist in the solicitation of proxies at an estimated cost of $5,500, plus
reimbursement of reasonable out-of-pocket expenses.
Shareholders who execute proxies retain the right to revoke them by
notifying the Corporate Secretary by mail at the above address or in person at
the Annual Meeting before they are voted. A proxy in the accompanying form, when
it is returned properly executed, will be voted at the Annual Meeting in
accordance with the instructions given, and if no instructions are given, the
proxy will be voted in accordance with the recommendation of the Board of
Directors.
STOCK OUTSTANDING AND VOTING RIGHTS
On March 20, 2003, the record date for the Annual Meeting, the Company had
4,961,957 outstanding shares of Common Stock, which is the only class of stock
entitled to vote at the Annual Meeting. Each holder of record of Common Stock on
the record date is entitled to one vote for each share of Common Stock so held.
The affirmative vote of a plurality of the shares represented at the
Annual Meeting is required for the election of Class II Directors. Abstentions
and broker non-votes will not be counted as votes For or Against.
The shares of Common Stock represented by each properly executed proxy
will be voted at the Annual Meeting in accordance with the instructions given.
If no instructions are given and the proxy is executed, the shares will be voted
FOR the election of all of the nominees as directors. The Board of Directors
knows of no other matters for consideration at the meeting. If any other matters
are properly presented, the persons appointed in the enclosed proxy have
discretionary authority to vote in accordance with their best judgment.
2
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table lists, as of December 31, 2002, information relating
to the ownership of the Company's Common Stock by Certain Beneficial Owners.
--------------------------------------------------------------------------------
Amount and Percent
Nature of of
Beneficial Common
Certain Beneficial Owners of Common Stock Ownership Stock
--------------------------------------------------------------------------------
Dimensional Fund Advisors Inc. 299,329 (1) 6.08%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Robert W. Baird & Co. Incorporated 252,860 (2) 5.14%
777 East Wisconsin Avenue
Milwaukee, WI 53202
--------------------------------------------------------------------------------
(1) According to Schedule 13G, dated February 10, 2003, filed with the
Securities and Exchange Commission by Dimensional Fund Advisors Inc. Such
Schedule 13G indicates these shares are owned by advisory clients of
Dimensional Fund Advisors Inc., no one of which, to the knowledge of
Dimensional Fund Advisors Inc., owns more than 5% of the class.
Dimensional Fund Advisors Inc. disclaims any beneficial ownership of these
shares.
(2) According to Schedule 13G, dated February 11, 2003, filed with the
Securities and Exchange Commission by Robert W. Baird & Co. Incorporated.
Such Schedule 13G indicates these shares are owned by advisory clients of
Robert W. Baird & Co. Incorporated, no one of which, to the knowledge of
Robert W. Baird & Co. Incorporated, owns more than 5% of the class. Robert
W. Baird & Co. Incorporated disclaims any beneficial ownership of these
shares.
The following table lists, as of March 6, 2003, information relating to
the ownership of the Company's Common Stock by each Director and each Executive
Officer and by all Directors and Executive Officers as a group. Each individual
exercises sole voting and investment power over all of the shares of Common
Stock beneficially owned, except as noted below.
Amount and Percent
Ownership of Common Stock by Directors and Officers of the Company Nature of of
----------------------------------------------------------------------------------------------- Beneficial Common
Name Position Held Ownership (1) Stock (6)
---------------------------------------------------------------------------------------------------------------------------------
Elizabeth A. Bankowski Director 250
Nordahl L. Brue Chair of the Board 15,933 (2)
William H. Bruett Director 6,900
Merrill O. Burns Director 5,466
Lorraine E. Chickering Director 3,148
John V. Cleary Director 6,556
David R. Coates Director 10,000
Christopher L. Dutton President, Chief Executive Officer and Director 41,011 (3)
Robert J. Griffin Controller, Treasurer 16,377 (4)
Euclid A. Irving Director 3,955
Walter S. Oakes Vice President, Field Operations 10,479
Mary G. Powell Senior Vice President and Chief Operating Officer 18,013
Donald J. Rendall, Jr. Vice President, General Counsel and Corporate Secretary 3,509
Stephen C. Terry Senior Vice President, Corporate and Legal Affairs 18,030 (5)
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All Directors and Executive Officers as a Group 159,627 3.22%
=======
1) Includes shares that may be acquired within 60 days under the Company's
2000 Stock Incentive Plan as follows: Directors Brue, Cleary, Coates, and
Irving 3,000 shares each; Director Chickering 2,000 shares; Directors
Bruett and Burns 1,000 shares each; Mr. Dutton 35,000 shares; Mr. Griffin
5,000 shares; Mr. Oakes 8,000 shares; Ms. Powell 15,800 shares; Mr.
Rendall 2,500 shares; and Mr. Terry 14,000 shares. Total: 96,300 shares.
2) Mr. Brue owns 12,827 of these shares directly. Of the remaining shares,
105 are owned by Mr. Brue's son; Mr. Brue disclaims any beneficial
interest in the 105 shares owned by his son.
3) Mr. Dutton owns 5,900 of these shares directly or in his 401(k) plan. Of
the remaining shares, 111 are owned by Mr. Dutton's children for whom Mr.
Dutton's wife serves as custodian; Mr. Dutton disclaims any beneficial
interest in the 111 shares owned by his children.
4) Mr. Griffin owns 10,864 of these shares directly or in his 401(k) plan. Of
the remaining shares, 513 are owned by Mr. Griffin's children; Mr. Griffin
disclaims any beneficial interest in the 513 shares owned by his children.
5) Mr. Terry owns 4,020 of these shares directly or in his 401(k) plan. His
wife owns 10 of these shares; Mr. Terry disclaims any beneficial interest
in the 10 shares owned by his wife.
6) Except as indicated, each person owns less than 1% of Green Mountain Power
Corporation Common Stock.
3
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's Directors and Executive Officers are required under Section
16(a) of the Securities Exchange Act of 1934 to file reports of ownership (Form
5) and changes in ownership (Form 4) of the Company's Common Stock with the
Securities and Exchange Commission and the New York Stock Exchange. Based solely
on a review of those reports and written representations from the Directors and
Executive Officers, the Company believes that during 2002, all such reporting
requirements have been complied with.
ITEM I. ELECTION OF DIRECTORS
The Board currently consists of nine members divided into three classes.
Directors in each class serve for three-year terms and at each annual meeting
the term of one class expires. The Board has determined that there shall be nine
members for the ensuing year. The persons being nominated to serve as Class II
Directors are Merrill O. Burns (incumbent director) and Christopher L. Dutton
(incumbent director).
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. If elected, all nominees are expected to serve until the 2006 Annual
Meeting and until their successors are duly elected and qualified.
The following table lists each nominee and each continuing Director, his
or her principal occupation for the last five years, age and length of service
as a Director.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
CLASS II
(Term Expires at the 2006 Annual Meeting)
Director Since
--------------
Merrill O. Burns President and Chief Executive Officer of The Simpata Group, an 1988
application service provider of human resources and benefits
administration services, since 2002. Self-employed business consultant in
the areas of financial services and technology, 2001 to 2002; Group
Executive, MarchFirst (internet professional services) and predecessor
companies USWEB/CKS and Mitchell Madison Group, 1996 to 2001;
Senior Vice President and Executive Corporate Development Officer,
BankAmerica Corporation from 1991 to 1996. (Age 56)
Christopher L. Dutton President, Chief Executive Officer and Chair of the Executive Committee 1997
of the Company since August 1997; Vice President, Finance and
Administration, Chief Financial Officer and Treasurer from 1995 to 1997;
Vice President and General Counsel from 1993 to 1995; Vice President,
General Counsel and Corporate Secretary from 1989 to 1993; Director of
Vermont Yankee Nuclear Power Corporation and of Vermont Electric
Power Company, Inc.; Director of Vermont Business Roundtable. (Age 54)
The Board recommends that you vote FOR the nominees listed above.
The following Class III and Class I Directors will continue to serve as
Directors of the Company until the expiration of their respective terms.
4
CLASS III
(Term Expires at the 2004 Annual Meeting)
Director Since
--------------
Nordahl L. Brue Chair of Franklin Foods Inc., a food processing company, since 1989; 1992
Chair of PKC Corporation, a health care software developer, since 1997;
Principal, Howard Opera House Associates and other real estate entities
since 1991; Chair and Chief Executive Officer of Bruegger's Corp.
(restaurants) from 1997 to 2002; Principal, Champlain Management
Services, Inc. (real estate development and management services) since
1985; Director of Vermont Electric Power Company, Inc. and Vermont
Broadband Council; Vice Chair and Trustee of Grinnell College. (Age 58)
Lorraine E. Chickering President of Public Communications of Bell Atlantic Corporation from August 1994
1997 to December 1999; President of Public and Operator Services of Bell
Atlantic Corporation from 1993 to 1997; Vice President, Quality, 1993 and
Vice President, Operations and Engineering of Chesapeake and Potomac
Telephone Company, a subsidiary of Bell Atlantic Corporation, from 1991 to
1993. (Age 52)
John V. Cleary Retired President and Chief Executive Officer of the Company; Chief 1980
Executive Officer, President and Chair of the Executive Committee of the
Company from 1983 to 1993. (Age 74)
Euclid A. Irving Partner, Paul, Hastings, Janofsky & Walker, LLP, Attorneys, New York, New 1993
York, since 1990; Member of the Board of Trustees of the University of
Virginia Law School Foundation. (Age 50)
CLASS I
(Term Expires at the 2005 Annual Meeting)
Director Since
--------------
William H. Bruett Retired Senior Vice President, Group Product Manager of UBS PaineWebber, 1986
Inc., a financial services company, from 1990 to 2001; Director of
PaineWebber Trust Co. and Chair of PaineWebber International Bank Ltd.,
London, subsidiaries of UBS AG, from 1990 to 2001; President of Chittenden
Corp. from 1983 to 1990; Director of Shelburne Farms, Inc.; Trustee of The
Windham Foundation. (Age 59)
David R. Coates Executive Vice President of New England Culinary Institute, a culinary 1999
education institution, since 2002; Retired Partner, KPMG Peat Marwick;
Partner KPMG Peat Marwick from 1987 to 1993; Business Consultant and
Advisor; Chair of the Key Bank District Advisory Board since 1995; Director
of National Life of Vermont and of Union Mutual Fire Insurance Company;
Member of the Governor's Council of Economic Advisors, the State of Vermont
Debt Affordability Advisory Committee and Vermont Municipal Bond Bank;
Trustee of the Shelburne Museum (Age 65)
5
Elizabeth A. Bankowski Self-employed business consultant in the area of corporate social 2002
responsibility; Senior Director of Ben and Jerry's Homemade, Inc. from
January 1991 to June 2001; Member of President Clinton's Transition Team
(in Economics Cluster) in 1992; Chief of Staff for Governor Madeleine M.
Kunin from 1984 to 1990; Trustee of The Windham Foundation, Director of The
Trust Company of Vermont, Trustee of the Ben and Jerry's Foundation. (Age
55)
BOARD COMPENSATION, MEETINGS, and COMMITTEES
Compensation
Non-employee Directors receive an annual fee of $12,500. In addition to
the annual fee, the Chair of the Board receives an annual fee of $30,000. In
addition to the annual fee, the Chairs of the Governance and Compensation
Committees each receive an annual fee of $3,000 and the Chair of the Audit
Committee receives an annual fee of $5,000. Directors also receive $1,000 for
each Board, committee or other meeting attended in person, $850 for a committee
meeting held on the same day as a Board meeting, or one-half the regular fee
paid for each meeting attended by telephone. We reimburse directors for
reasonable expenses related to their Board service. Directors may defer all or
part of their annual fee and meeting fees under the Directors Deferred
Compensation Plan. Deferred amounts earn interest and the Director may determine
at the time of the deferral, or in limited instances thereafter, when the funds
are to be paid.
In August 2000, non-employee Directors were each awarded options to
purchase 2,000 shares of the Company's Common Stock at an exercise price of
$7.90 per share, vesting over a two-year period beginning August 22, 2000.
Non-employee Directors were not awarded any options during 2001. In February
2002, non-employee Directors were each awarded options to purchase 2,000 shares
of the Company's Common Stock at an exercise price of $18.33 per share, vesting
over a two-year period beginning February 1, 2003, with the exception of
Elizabeth A. Bankowski, who was elected to the Board in May 2002. Ms. Bankowski
was awarded options to purchase 2,000 shares of the Company's Common Stock at an
exercise price of $18.95 per share, vesting over a two-year period beginning May
16, 2003.
Board Meetings
In 2002, the Board held eight regular and three special meetings. Each
Director attended not less than 75 percent of his or her Board and committee
meetings.
Board Committees
The current standing committees of the Board are:
The Executive Committee exercises all the powers of the Board in the
management of the current and ordinary business of the Company, except as
otherwise provided by law. The Executive Committee held one meeting during 2002.
Members: Christopher L. Dutton, Chair, Nordahl L. Brue, William H. Bruett and
David R. Coates.
The Audit Committee advises the Board on internal and external audit
matters affecting the Company, including accounting policies and financial
reporting matters and recommendations of the appointment of independent auditors
of the Company. The Audit Committee reviews with such auditors the scope and
results of their examination of the Company's financial statements. It also
reviews the scope of internal audits and receives, reviews and takes action
deemed appropriate with respect to audit reports submitted and other audit
matters. In addition, the Audit Committee reviews the presentation of the
Company's financial results. It also reviews the Company's systems of internal
controls designed to improve the reliability of financial reporting and
compliance with applicable laws and regulations. The Audit Committee held nine
meetings in 2002. All members are independent directors, as defined in the rules
of the New York Stock Exchange, the exchange on
6
which shares of the Company's Common Stock are listed. Members: Euclid A.
Irving, Chair, William H. Bruett, Merrill O. Burns, John V. Cleary and David R.
Coates.
The Governance Committee recommends to the Board persons selected by the
Committee for nomination to the Board. It also reviews organizational plans and
activities to assure the development and continuity of management leadership and
oversees the proper governance of the Company. The Governance Committee held
five meetings in 2002. All members are non-employee Directors. Members: William
H. Bruett, Chair, Elizabeth A. Bankowski, Nordahl L. Brue, Lorraine E.
Chickering and John V. Cleary.
The Compensation Committee is charged with the responsibility of reviewing
and making recommendations to the Board regarding the annual salaries of
officers and incentive awards pursuant to the 2000 Stock Incentive Plan. It also
recommends to the Board any appropriate revisions to the compensation of
officers and assists the Board in discharging its responsibilities in connection
with the compensation of officers. The Compensation Committee held five meetings
in 2002. All members are non-employee Directors. Members: Merrill O. Burns,
Chair, Elizabeth A. Bankowski, Lorraine E. Chickering and Euclid A. Irving.
The Strategic Issues Committee (i) evaluates the advantages and
disadvantages of possible strategic transactions and business combinations
involving the Company, and presents its findings and recommendations to the
Board for its consideration and (ii) reviews such other matters as the Board may
request from time to time. The Strategic Issues Committee held no meetings in
2002. All members are non-employee Directors. Members: Nordahl L. Brue, Chair,
Lorraine E. Chickering, David R. Coates and Euclid A. Irving.
7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table summarizes the compensation the Company paid the
President and Chief Executive Officer and each of the four other most highly
compensated executive officers as of the end of 2002, 2001, and 2000.
----------------------------
Long-Term Compensation
----------------------------------------------------------------------------------------------------------------------
Annual Compensation(1) Awards
---------------------------------------------------------------------------------
Other(2) Restricted Stock All Other
Annual Stock Awards Option Compensation
Name and Principal Position Year Salary Bonus Compensation (3) No. of shares (4)
-----------------------------------------------------------------------------------------------------------------------------------
Christopher L. Dutton 2002 $299,229 $ 30,000 $ 677 0 -- $ 11,794
President and Chief Executive Officer 2001 $257,686 $ -- $ 799 0 -- $ 9,445
2000 $229,615 $ -- $ 120 0 90,000 $ 8,235
-----------------------------------------------------------------------------------------------------------------------------------
Mary G. Powell 2002 $199,300 $ 20,000 $ -- 0 -- $ 6,830
Senior Vice President and 2001 $163,463 $ -- $ -- 0 -- $ 6,412
Chief Operating Officer 2000 $153,361 $ -- $ -- 0 40,000 $ 6,486
-----------------------------------------------------------------------------------------------------------------------------------
Stephen C. Terry 2002 $179,782 $ 20,000 $ 375 0 -- $ 8,530
Senior Vice President, Corporate and 2001 $166,854 $ -- $ 600 0 -- $ 8,242
Legal Affairs 2000 $161,769 $ -- $ -- 0 40,000 $ 4,567
-----------------------------------------------------------------------------------------------------------------------------------
Walter S. Oakes 2002 $134,800 $ 10,000 $ 214 0 -- $ 5,843
Vice President, Field Operations 2001 $124,485 $ -- $ 331 0 -- $ 5,515
2000 $118,849 $ -- $ -- 0 40,000 $ 5,886
-----------------------------------------------------------------------------------------------------------------------------------
Donald J. Rendall, Jr. (5) 2002 $125,965 $ 10,000 $ -- 0 5,000 $ --
Vice President, General Counsel 2001 $ -- $ -- $ -- 0 -- $ --
and Corporate Secretary 2000 $ -- $ -- $ -- 0 -- $ --
-----------------------------------------------------------------------------------------------------------------------------------
(1) Amounts shown include base salary earned by the Officers, as well as
amounts earned but deferred at the election of the Officers.
(2) The amounts shown in this column represent dividends paid on restricted
shares awarded under the Compensation Program and interest on deferred
compensation for amounts above 120% of the applicable federal long-term
rate.
(3) No restricted share awards were made for 2000, 2001, or 2002. See
Compensation Committee Report on Executive Compensation. Quarterly
dividends are paid on the shares and reported as part of Other Annual
Compensation. At December 31, 2002, there were no outstanding restricted
shares.
(4) The total amounts shown in this column for the last fiscal year consist of
the following: (i) Premiums attributable to Company-owned life insurance
policies: Mr. Dutton $1,740, Ms. Powell $396, Mr. Terry $1,339 and Mr.
Oakes $451-. (ii) Company matching contributions to the Employee Savings
and Investment Plan: Mr. Dutton $10,054, Ms. Powell $6,434, Mr. Terry
$7,191 and Mr. Oakes $5,392.
(5) Mr. Rendall joined the Company March 1, 2002; therefore, the 2002 total
represents a partial year.
On April 1, 2002, the Company granted 5,000 options to Mr. Rendall that
vest over a two-year period beginning on April 1, 2003.
-----------------------------------------------------------------------------------------------------------------------
Number of Percent of Total Exercise
Name and Options Options Granted Price Expiration Options Value at
Principal Position Granted Employees During 2002 ($ per share) Date Grant Date
(1) (2)
-----------------------------------------------------------------------------------------------------------------------
Donald J. Rendall, Jr.
Vice President, General Counsel 5,000 6.3% $ 18.33 4/1/2012 $ 11,665
and Corporate Secretary
-----------------------------------------------------------------------------------------------------------------------
(1) The options granted to Mr. Rendall during 2002 vest ratably over a
two-year period beginning April 1, 2003.
(2) The Company has used the Black Scholes option pricing methodology to
determine the value of stock issued at the grant date. The variables
utilized to derive the option values include a risk free interest rate of
4.5 percent, an option expected life of seven years and a volatility
factor of approximately 17 percent on an annual basis.
8
The following table presents stock options exercised and unexercised by
the Company's Executive Officers. All options, other than those granted to Mr.
Rendall, were granted during 2000 and vest over a four-year period beginning
August 22, 2000, the date of grant. The percentage of options vesting for the
first through the fourth years is 30 percent, 20 percent, 20 percent and 30
percent, respectively.
-------------------------------------------------------------------------------------------------------------------------------
Stock Options Exercised and Unexercised in Last Fiscal Year
(1) (2) (2) (2)
Number of shares underlying Value of in-the-money
Shares unexercised options unexercised options
Acquired on Value at December 31, 2002 at December 31, 2002
Name and Exercise Realized ----------------------------- ----------------------------
Principal Position (#) ($) Exerciseable Unexerciseable Exerciseable Unexerciseable
-------------------------------------------------------------------------------------------------------------------------------
Christopher L. Dutton 10,000 117,500 35,000 45,000 $457,450 $588,150
President and
Chief Executive Officer
Mary Powell 1,200 15,320 15,800 20,000 $206,506 $261,400
Senior Vice President and
Chief Operating Officer
Stephen C. Terry 0 0 14,000 20,000 $182,980 $261,400
Senior Vice President,
Corporate and Legal Affairs
Walter S. Oakes 12,000 152,280 8,000 20,000 $104,560 $261,400
Vice President, Field Operations
Donald J. Rendall, Jr 0 0 0 5,000 $ 0 $ 14,200
Vice President, General Counsel
and Corporate Secretary
-------------------------------------------------------------------------------------------------------------------------------
(1) Represents the number of options exercised during 2002 by the respective
officer.
(2) The unexercised option values are calculated by determining the difference
between the end of year share price and the exercise price of the options
multiplied by the number of unexercised options. The exercised option
values are calculated by determining the difference between the date of
exercise share price and the exercise price multiplied by the number of
exercised options. The exercise price of $18.33 (Mr. Rendall) and $7.90
(all others) per share for all the unexercised options is below the
current market price of the Company's Common Stock.
The following table presents the total number of shares of Company Common
Stock that would be issued upon the exercise of all options outstanding at
December 31, 2002, the exercise price of those shares and the number of options
authorized for future issuance.
EQUITY COMPENSATION PLAN INFORMATION
-----------------------------------------------------------------------------------------------------------------------
(a)
Number of Number of
securities to be Weighted-average securities remaining available
issued upon exercise price of for future issuance under equity
exercise of outstanding outstanding compensation plans (excluding
options, warrants options, warrants securities reflected in column
and rights and rights (a))
-----------------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by 365,800 $ 11.23 63,550
security holders
-----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by N/A N/A N/A
security holders
-----------------------------------------------------------------------------------------------------------------------
Total 365,800 $ 11.23 63,550
-----------------------------------------------------------------------------------------------------------------------
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board is comprised
only of non-employee Directors. The Committee is responsible for:
9
* recommending executive compensation plans to the Board;
* administering executive compensation plans as authorized by the Board;
* recommending compensation levels for the Officers of the Company,
including the Chief Executive Officer;
* administering the 2000 Stock Incentive Plan for all employees as
authorized by the Board; and
* considering all executive compensation issues and recommending such issues
to the Board for approval.
This is the report of the Committee describing the Compensation Program
and the basis upon which the 2002 compensation determinations were made. During
2000, the 2000 Stock Incentive Plan was approved by shareholders and Green
Mountain Power Corporation stock options were granted. We believe that the 2000
Stock Incentive Plan is consistent with creating value for customers and
shareholders, successfully attracting and retaining employees, and rewarding
appropriate employees for creating such value.
Compensation Philosophy
It is our philosophy that executive compensation should be competitive in
the marketplace, promote the strategic objectives of the Company and be aligned
with corporate performance. Total cash compensation for executives should
compare favorably with organizations competing for similar talent. The
compensation arrangement for Officers is designed to meet these objectives.
Base Salary
Base salaries are intended to provide a competitive rate of fixed
compensation. Base salary levels are assessed annually by Watson Wyatt by
compiling and analyzing salary information from various survey sources,
including the Watson Wyatt 2002/2003 Top Management Industry Survey Report, the
Towers Perrin 2001 Executive Compensation Energy Services Survey, and the
William Mercer 2002 Executive Compensation Survey. We select companies from the
surveys which are of similar size or have other operating characteristics
similar to the Company. We believe these companies are representative of the
Company's main competition for executive talent. In addition to the published
survey sources, Watson Wyatt gathers data from a designated peer group to
provide a closer review of Vermont companies and utilities of similar size and
scope. Consequently, the compensation survey groups include companies that are
different from the companies in the Edison Electric Institute 100 and the S&P
500 Composite Index used for the Performance Graph.
In December 2002, the Compensation Committee recommended and the Board
approved base salary adjustments for the Chief Executive Officer and five other
officers of the Company, effective January 2003. Salary adjustments for the
Chief Executive Officer and five other officers were based upon market levels of
base salary compensation and other performance criteria, including the first
mortgage bond credit rating upgrades received by the Company, attainment of the
Company's allowed rate of return on equity on regulated operations, improvement
in a number of customer service related performance measurements, and the
performance of the Company's Common Stock during 2002. Also in December 2002,
the Compensation Committee, in light of the excellent financial and operating
performance of the Company, elected to award cash bonuses to the Executive
Officers of the Company, as indicated in the executive compensation table above.
The 2000 Stock Incentive Plan
In September 2002, the Compensation Committee approved awards for the
entire employee population of the Company, excluding Officers and Directors, and
any newly hired employees who had previously received awards during 2002. As of
December 31, 2002, the Company had 365,800 incentive stock options outstanding
out of the original 500,000 authorized for the 2000 Stock Incentive Plan.
The purpose of the 2000 Stock Incentive Plan is to promote the interests
of the Company and its shareholders by aiding the Company in attracting and
retaining employees, officers, consultants, independent contractors and
non-employee Directors capable of contributing to the future success of the
Company, to offer such persons incentives to put forth maximum efforts for the
success of the Company and to afford such persons an additional opportunity to
acquire a proprietary interest in the Company.
10
Conclusion
We believe the Company's executive compensation program appropriately
aligns executive compensation with individual and corporate performance and
increases in shareholder value, is competitive with the market and is sensitive
to the concerns of customers, shareholders and other constituencies.
Compensation Committee
Merrill O. Burns, Chair Elizabeth A. Bankowski
Lorraine E. Chickering Euclid A. Irving
PERFORMANCE GRAPH
The following performance graph presents the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock, as
compared to the cumulative total returns of the Standard and Poor's 500 Stock
Index and that of the members of Edison Electric Institute's Index.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG GREEN MOUNTAIN POWER CORPORATION, THE S & P 500 INDEX
AND THE EEI INVESTOR-OWNED ELECTRICS INDEX
[PERFORMANCE CHART OMITTED]
12/97 12/98 12/99 12/00 12/01 12/02
--------------------------------------------------------------
GMP $100.00 $ 61.30 $ 45.92 $ 82.07 $126.73 $147.13
EEI INDEX 100.00 113.89 92.71 137.18 125.12 106.65
S&P 500 100.00 128.58 155.64 141.46 124.65 97.10
*Assumes $ 100.00 invested on December 31, 1997and dividends reinvested
quarterly. Historical performance does not necessarily predict future results.
11
PENSION PLAN INFORMATION AND OTHER BENEFITS
Pension Plan Information
All employees are covered by the Employees' Retirement Plan of Green
Mountain Power Corporation the ("Retirement Plan") if they have been employed
for more than one year. The Retirement Plan is a defined benefit plan providing
for normal retirement at age 65. Provided that a participant has at least ten
years of continuous service, early retirement may be taken beginning the first
day of any month following the attainment of age 55. If retirement occurs prior
to age 59, benefits are reduced as shown in the table below:
Age at Retirement Reduction of Benefits
----------------- ---------------------
58 7.5%
57 15.0
56 22.5
55 30.0
For employees with at least five but less than ten years of continuous
service who commence benefits before age 65, benefits are actuarially reduced.
If retirement occurs after age 59 and completion of at least 10 years of
continuous service, the full accrued benefit is payable.
Retirement benefits are based on final average base compensation and
length of service. Final average base compensation is the average of the
compensation (limited to base salary for Officers, as shown in the Salary column
of the Summary Compensation Table for the Officers named in this proxy
statement, and straight-time payroll wages for other employees) for the highest
36 consecutive fiscal months out of the final ten years of employment. The
normal retirement benefit is equal to 1.1% of the final average compensation up
to the covered compensation amount plus 1.6% of final average base compensation
over covered compensation multiplied by each year of credited service up to 35
years. Retirement benefits are not subject to any deductions for Social Security
or other offset amounts.
The following table shows the estimated annual pension benefit payable
pursuant to the Retirement Plan to all covered employees, including the Officers
named in this proxy statement, for the average compensation and years of service
indicated. It assumes retirement at age 65 and an election of a retirement
allowance payable as a life annuity. The retirement benefits in connection with
the separate life insurance plan referred to below are in addition to those
described in the table.
---------------------------------------------------------------------------------------------------------------------------
PENSION PLAN TABLE
Annual Average Base Estimated Annual Retirement Benefits
Compensation highest At Normal Retirement Age of 65 Years
36 Consecutive Fiscal Credited Years of Service
Months of the Last 10
Years Preceeding --------------------------------------------------------------------------------------------
Retirement** 15 20 25 30 35 & over
---------------------------------------------------------------------------------------------------------------------------
$ 80,000 $ 16,410 $ 21,880 $ 27,350 $ 32,820 $ 38,290
100,000 21,210 28,280 35,350 42,420 49,490
120,000 26,010 34,680 43,350 52,020 60,690
140,000 30,810 41,080 51,350 61,620 71,890
160,000 35,610 47,480 59,350 71,220 83,090
170,000 38,010 50,860 63,350 76,020 88,690
200,000 45,010 60,280 75,350 89,820 105,090
---------------------------------------------------------------------------------------------------------------------------
Credited years of service (including service credited with other
companies), as of December 31, 2002, for each of the Officers named in this
proxy statement were as follows: C. L. Dutton 16.8 years; M.G. Powell 2.8 years;
S.C. Terry 15.8 years; W. S. Oakes 35 years; and D. J. Rendall, Jr. 0 years.
** Compensation cap was $170,000 for 2000 and 2001, and $200,000 for 2002.
12
Supplemental Retirement Plan
In addition to the Retirement Plan described above, all the Officers,
including the Officers named in this proxy statement, participate in a
Supplemental Retirement Plan. The plan provides retirement and survivor's
benefits for a period of fifteen years following retirement. The benefits are a
percentage of the Officer's final salary:
44% for the most senior Officer;
33% for the next most senior Officers; and
22% for the third most senior Officers.
The retirement benefits are partially covered by the life insurance
coverage that we have obtained (see below). The cost of this plan cannot be
properly allocated or determined for any one plan participant because of the
overall retirement plan assumptions. We are recording the estimated cost of the
supplemental retirement plan benefits on a current basis and the income from the
life insurance coverage as it is earned.
Life Insurance Plan
The Officers participate in a related life insurance plan. Under this
plan, we have purchased insurance on the lives of the Officers to provide
pre-retirement life insurance benefits to them in an amount equal to four times
salary for the most senior Officer, three times salary for the next most senior
Officers, and two times salary for the third most senior Officers. The life
insurance benefits are designed so that the Company does not expect to incur any
significant net expense in providing the pre-retirement insurance plan. The life
insurance policies also are intended to cover in part the supplemental
retirement benefits described above.
Deferred Compensation Plan
Officers may participate in a Deferred Compensation Plan under which they
may elect to defer a portion of their salaries. Amounts deferred are credited to
a separate account for each participant. The balance in a participant's account,
plus accrued interest, will be paid to him or her, or to his or her beneficiary
according to their election form.
2000 Stock Incentive Plan
The 2000 Stock Incentive Plan provides for the grant of stock options and
other stock-based compensation to employees, Officers and Directors. The
Compensation Committee administers the 2000 Stock Incentive Plan and determines
when and to whom awards will be granted and the type, amount, terms of payment
and other terms and conditions of each award, consistent with the provisions of
the 2000 Stock Incentive Plan. As of December 31, 2002, there were approximately
200 employees, Officers and Directors who were eligible to be selected by the
Compensation Committee to receive an award under the 2000 Stock Incentive Plan.
Change of Control Agreements
Change of Control agreements have been executed with six members of
management, including the Officers named in this proxy statement. If within
three years following a change of control of the Company, the Officer's
employment is involuntarily terminated without cause or is voluntarily
terminated by the Officer with good reason, the agreements provide affected
individuals with:
* Payments of 2.99 times the base salary of the individual;
* Continuation for 36 months of health, medical and other insurance
programs;
* Payment of an amount equal to the actuarial value of up to 36 months of
additional credited service under the Retirement Plan;
* Full vesting and payment in a lump sum of any Supplemental Retirement
benefits that the individual is otherwise entitled to upon termination;
and
* All Options and Stock Appreciation Rights outstanding shall become fully
vested and exercisable.
13
As defined in the agreements, "change of control of the Company" will have
occurred when:
* A person secures ownership of 20% or more of the voting power of the
outstanding stock of the Company;
* A change occurs in the majority of the Board for two consecutive years,
which has not been approved by the Directors in office at the beginning of
the period; or
* Shareholders approve a merger or consolidation of the Company with another
company where the outstanding voting stock of the Company does not
continue to represent at least 80% of the combined voting power of the
Company or the surviving company.
Individuals may terminate employment following a change in control "with
good reason" if:
* The individual is assigned duties inconsistent with the duties before the
change in control;
* The headquarters are relocated more than 50 miles from the present
location;
* The individual is required to relocate more than 50 miles from the present
location;
* Compensation or benefits are reduced or adversely affected other than as
part of an overall adjustment of executive compensation or benefits;
* The Company fails to obtain an agreement from its successor to perform
under the change of control agreements;
* The Company fails to offer the individual any compensation plan provided
to other executives of similar responsibility;
* The Company eliminates or materially reduces or jeopardizes the ability of
the Company to fulfill its obligations under certain executive benefit
plans; or
* The executive resigns within the 30 days immediately after the first 12
months following a change of control, or if the change of control occurs
pursuant to shareholder approval of a merger or consolidation as described
above, then the resignation must occur within the 30 days immediately
after the first 12 months following the closing of such merger or
consolidation.
The Board has limited discretion to determine whether a change of control
of the Company has taken place.
AUDIT COMMITTEE REPORT
The Audit Committee is composed of five independent directors and operates
under a written charter adopted by the Board. The Audit Committee recommends to
the Board the selection of the Company's independent accountants. Management is
responsible for the Company's disclosure controls, internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and for
issuing a report thereon. The Audit Committee's responsibility is to monitor and
oversee these processes and to report thereon to the Board. In this context, the
Audit Committee has met and held discussions with management and Deloitte &
Touche LLP, the Company's independent accountants.
Management represented to the Audit Committee that the Company's
consolidated financial statements were prepared in accordance with generally
accepting accounting principles and the Audit Committee has reviewed and
discussed the consolidated financial statements with management and Deloitte &
Touche.
The Audit Committee has discussed with Deloitte & Touche the matters
required to be discussed by Statement on Auditing Standards No. 61 (Codification
of Statements on Accounting Standards), including the scope of the auditor's
responsibilities.
The Audit Committee also has received the written disclosures and the
letter from Deloitte & Touche relating to the independence of that firm and has
discussed with Deloitte & Touche that firm's independence from the Company.
14
Based upon the Audit Committee's discussions with management and Deloitte
& Touche and the Audit Committee's review of the representation of management
and the report of Deloitte & Touche to the Audit Committee, the Audit Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Company's annual report on Form 10-K for the year
ended December 31, 2002, to be filed with the Securities and Exchange
Commission.
The Audit Committee reviews with management and the independent
accountants the results of the independent accountant's review of the unaudited
financial statements that are included in the Company's quarterly reports on
Form 10-Q. Effective February 7, 2003, a written policy was adopted whereby the
Audit Committee preapproves the performance of any significant non-audit
services by the Company's independent accountants in addition to reviewing the
fees charged by the Company's independent accountants. During the fiscal year
ended December 31, 2002, Deloitte & Touche billed the Company the fees set forth
below in connection with services rendered by that firm to the Company.
The Audit Committee meets regularly with both the independent external
auditors and the accounting firm and individuals responsible for the internal
audit function, all of whom have unrestricted access to the Audit Committee.
These meetings include an executive session without management present. The
Audit Committee believes that it has taken the actions it deems necessary or
appropriate to fulfill its oversight responsibilities under the Audit
Committee's written charter. Audit Committee members are independent based on
the applicable definitions promulgated in the Securities and Exchange Commission
rules, and have not accepted any consulting or advisory fees from the Company.
Change in Certifying Accountant
On June 27, 2002, based upon the recommendation of the Audit Committee and
approved by the Board, the Company terminated the engagement of Arthur Andersen
LLP and retained Deloitte & Touche as its independent public accountants with
respect to the audit of the Company's consolidated financial statements for its
fiscal year ending December 31, 2002.
Arthur Andersen's report on the Company's consolidated financial
statements for the year ended December 31, 2001, did not contain an adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.
During each of the years ended December 31, 2001 and 2000, and during the
subsequent interim period preceding the replacement of Arthur Andersen, there
were no disagreements between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter of the disagreement in connection with its report on the Company's
consolidated financial statements for such periods.
The Company provided Arthur Andersen with a copy of the above disclosures,
which were set forth in the Company's current report on Form 8-K filed with the
SEC on June 28, 2002. Arthur Andersen's letter, dated June 28, 2002, stating its
agreement with the above statements was filed as an exhibit to the Form 8-K.
During the Company's fiscal years ended December 31, 2000 and 2001, and
during the subsequent interim period preceding the replacement of Arthur
Andersen on June 27, 2002, the Company did not consult with Deloitte & Touche
regarding the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements.
15
Audit Fees
Aggregate fees billed by Arthur Andersen LLP and Deloitte & Touche for the
Company's annual audit and for the reviews of the Company's quarterly financial
statements totaled $60,662 and $70,000, respectively, for the year ended
December 31, 2002.
Financial Information Systems Design and Implementation Fees
For the fiscal year ended December 31, 2002, there were no fees paid to
Deloitte & Touche or Arthur Andersen LLP for professional services rendered in
connection with financial information systems design and implementation.
All Other Fees
Aggregate fees billed by Deloitte & Touche and Arthur Andersen LLP for
other services rendered, other than the services described above under "Audit
Fees," totaled $ 46,361 and $6,050, respectively, for the year ended December
31, 2002, all of which related to tax services.
The Audit Committee has considered whether the provision of the services
discussed above, other than the services described above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees," by the Company's
principal external auditor is compatible with maintaining auditor independence.
Audit Committee Members
William H. Bruett David R. Coates
Merrill O. Burns John V. Cleary
Euclid A. Irving, Chair
DESIGNATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Year 2003 Audit Services
On February 10, 2003, the Board of Directors appointed theofDeloitte &
Touche to serve as firm independent certified public accountants for the
calendar year 2003. The appointmentwas made upon the recommendation of the Audit
Committee. We expect a representative ofDeloitte & Toucheto attend the Annual
Meeting of Shareholders, respond to appropriate questions and be given an
opportunity to speak if he or she desires.
16
SUBMISSION OF SHAREHOLDER PROPOSALS
From time to time, shareholders seek to nominate directors or present
proposals for inclusion in the proxy statement and form of proxy for
consideration at the annual meeting. To be included in the proxy statement or
considered at an annual or any special meeting, you must submit nominations of
directors or proposals, at the appropriate time, in addition to meeting other
legal requirements. We must receive proposals for inclusion in the proxy
statement for the 2004 annual meeting, which is expected to take place on
Thursday, May 14, 2004, no later than November 28, 2003. In addition, if we
receive notice of a shareholder proposal after February 14, 2004, the persons
named as proxies in the proxy statement for the 2004 Annual Meeting will have
discretionary voting authority to vote on such proposal at the 2004 Annual
Meeting. Direct any proposals to the undersigned.
OTHER BUSINESS
The Board of Directors knows of no other matters for consideration at the
meeting. If any other business should properly arise, the persons appointed in
the enclosed proxy have discretionary authority to vote in accordance with their
best judgment.
The 2002 Annual Report to Stockholders and the Company's Securities and
Exchange Commission filing on Form 10-K are hereby incorporated by reference.
By Order of the Board of Directors
/s/ Donald J. Rendall, Jr.
Donald J. Rendall, Jr.
Secretary
PLEASE VOTE - YOUR VOTE IS IMPORTANT
This proxy, when properly executed, will be voted in the Please
manner directed herein by the undersigned shareholder or Mark Here
absent instruction will be voted FOR Item 1. Unless for Address |_|
authority to vote for any matter or director is withheld, Change or
authority to vote for such nominee or matter will be deemed Comments
granted. SEE REVERSE SIDE
FOR WITHHELD
FOR ALL
Item 1. Election of the following nominees as |_| |_|
Directors: Class II:
01 Merrill O. Burns
02 Christopher L. Dutton
To serve until the 2006 annual meeting of shareholders and until their
successors shall have been elected and qualified.
Withheld for the following nominees(s) only, print name(s):
________________________________________________________________________________
Item 2. To vote on such other matters as may properly come before the Annual
Meeting and any and all adjournments thereof. Management knows of no
other matters to be brought before the Annual Meeting; however, the
persons named as proxy holders and their substitutes will vote in
accordance with their best judgment if any other matters are properly
brought before the Annual Meeting.
Signature_______________________Signature_______________________Date____________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
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^ FOLD AND DETACH HERE ^
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
GREEN MOUNTAIN POWER CORPORATION
163 Acorn Lane
Colchester, Vermont 05446
The undersigned hereby appoints Christopher L. Dutton and Donald J.
Rendall, Jr. as Proxies, each with the power to appoint a substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side, all
the shares of Common Stock of Green Mountain Power Corporation held of record by
the undersigned on March 20, 2003, at the Annual Meeting of Shareholders to be
held on May 15, 2003, or any adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
________________________________________________________________________________
Address Change/Comments (Mark the corresponding box on the reverse side)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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^ FOLD AND DETACH HERE ^