UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
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))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under 14a-12
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Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, of the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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ROBERT H. YOUNG
EXECUTIVE CHAIR
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LAWRENCE J. REILLY
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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ROBERT H. YOUNG
Executive Chair
(effective March 1, 2011)
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LAWRENCE J. REILLY
President and Chief Executive Officer
(effective March 1, 2011)
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Back Page
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CENTRAL VERMONT PUBLIC SERVICE CORPORATION
77 Grove Street
Rutland, Vermont 05701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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DATE:
TIME:
PLACE:
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Tuesday, May 3, 2011
10:00 a.m., local time
CVPS/Leahy Community Health Education Center
160 Allen Street
Rutland, VT 05701
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ITEMS OF BUSINESS:
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1. To elect three directors for a term of three years and to elect one director for a term of one year;
2. To ratify the appointment of Deloitte & Touche LLP as independent registered public accountants to audit Central Vermont Public Service Corporation’s (“CVPS”, “Central Vermont” or the “Company”) financial statements for the fiscal year ending December 31, 2011;
3. To approve, by advisory vote, the compensation of Central Vermont’s Named Executive Officers executive compensation;
4. To recommend, by advisory vote, whether the frequency of the Named Executive Officers compensation vote should be held every (a) three years, (b) two years, or (c) one year; and
5. To act upon any matters incidental to or in furtherance of the foregoing and upon any matters which may properly come before the meeting or at any adjournments thereof.
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RECORD DATE:
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Holders of Central Vermont’s Common Stock of record at the close of business on February 24, 2011 are entitled to vote at the meeting and any adjournment thereof.
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ANNUAL REPORT:
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Central Vermont’s 2010 Annual Report, which is NOT a part of the proxy soliciting materials, accompanies the Proxy Statement.
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PROXY VOTING:
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It is important that your shares be represented and voted at the meeting. You may vote your shares by completing and returning the proxy card sent to you. Most owners may also vote their shares over the Internet or by telephone as described on the enclosed proxy card. You may revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying Proxy Statement.
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Rutland, Vermont
March 25, 2011
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By Order of the Board of Directors
![]() Dale A. Rocheleau
Senior Vice President, General Counsel and Corporate Secretary
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2011:
This Proxy Statement and our Annual Report are available on the
Investor Relations page of our Website at www.cvps.com.
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‘FOR’ each of the nominees to the Board;
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‘FOR’ the ratification of Deloitte & Touche, LLP as our independent registered public accounting firm for 2011;
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‘FOR’ the non-binding approval of the compensation of our executive officers; and
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‘FOR’ every three years as the frequency for future shareholder advisory votes on the approval of executive compensation.
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Nominee whose term will expire in year 2012:
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ROBERT B. JOHNSTON, 46, is Executive Vice President and Chief Strategy Officer of The InterTech Group, Inc., (private holding company). Mr. Johnston is a director of Circa Enterprises, Inc., Galvanic Applied Sciences, Pacific Northern Gas, and Span-America Medical Systems, Inc. Additionally, he is a member of the Institute of Corporate Directors. Mr. Johnston earned a Bachelor’s Degree in Political Science and a Master of Art’s Degree in Public Policy and Public Administration from Concordia University (Montreal, Quebec), and a Master’s Degree in Business Administration from the John Molson School of Business at Concordia University (Montreal, Quebec). Mr. Johnston has been a director since November 2010 and is a member of the Board’s Compensation Committee.
Mr. Johnston has a high level of business and financial experience as an executive officer of a recognized investment holding firm. Mr. Johnston also brings a distinct perspective to the Board as a representative of one of the Company’s largest shareholders.
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Nominees whose terms will expire in year 2014:
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LAWRENCE J. REILLY, 55, joined the Company March 1, 2011 as the President and CEO. Previously, since July 2008, Mr. Reilly has provided energy consulting services independently. He has assisted utilities and regulators in the nation of Jordan under a contract funded by the U.S. Agency for International Development, served as an advisor to GroundedPower, a startup smart grid company; and consulted for NuGen Capital Management LLC, which develops, installs and owns large-scale (1 to 10 megawatt) rooftop and ground mount solar systems. He also serves as Vice Chair of the Massachusetts Technology Collaborative, a quasi-public entity that fosters a more favorable environment for the formation, retention and expansion of technology-related enterprises in Massachusetts. Mr. Reilly served in various capacities in the utility industry at National Grid USA and its subsidiaries from 1982 to 2008. Mr. Reilly was employed with New England Electric System (“NEES”) and with its Rhode Island subsidiary, Narragansett Electric, from 1987 to 1990. Mr. Reilly served in the utility industry as vice president and director of rates at NEES from 1990 to 1996; president of the NEES electric distribution
companies in Massachusetts, Rhode Island and New Hampshire from 1996 to 2001; executive vice president and general counsel of National Grid USA from 2001 to 2007 following United Kingdom-based National Grid Plc’s acquisition of NEES; and executive vice president, legal and regulation, at National Grid in 2007 and 2008. He graduated from State University of New York at Albany with a BA in Geography, received his Masters of City and Regional Planning from Harvard University and received his Juris Doctor Degree from the Boston University School of Law. Mr. Reilly is a new nominee to the Board.
Mr. Reilly has extensive knowledge of electric utility and regulatory matters acquired through his over 25 years of service as an attorney and executive for a recognized investor-owned electric utility. His varied experiences allow him to think about electric utility matters on both a local and global scale.
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ELISABETH B. ROBERT, 55, has served as Chief Executive Officer of Terry Precision Bicycles for Women, Inc. (women’s bicycle manufacturing and direct marketing company) since April 2009. Prior to her current position she served as President, Chief Executive Officer, Chief Financial Officer and Treasurer of The Vermont Teddy Bear Company from October 1997 to September 2008. Ms. Robert currently serves on the Board of Trustees of Middlebury College and is a member of the Board of Advisors for the UVM School of Business Administration. Ms. Robert earned a Bachelor’s Degree in French from Middlebury College and a Master’s Degree in Business Administration from the University of Vermont. Ms. Robert has been a director since May 2010 and is a member of the Board’s Audit Committee.
Ms. Robert has over a decade of experience as an executive officer, including as a chief executive officer in her own firm, and chief executive officer and chief financial officer of a successful Vermont company that was traded on NASDAQ until the company went private. As a result of these positions, Ms. Robert brings to the Board significant knowledge of accounting and financial reporting matters. She also brings a unique knowledge of the challenges and opportunities facing small businesses in Vermont. Her status as a former CEO and CFO of a publicly traded company qualifies her as one of the Audit Committee’s designated financial experts.
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DOUGLAS J. WACEK, 59, retired as the President and Chief Executive Officer of Union Mutual of Vermont Companies (regional property and casualty insurance carrier) in May 2008. Mr. Wacek, who is a certified public accountant, joined the Union Mutual of Vermont Companies in 1994 as Chief Financial Officer and was elected President and CEO in 2001. Previously, he has served as the State of Vermont’s Commissioner of Finance and Management; as a Senior Vice President and CFO of a Vermont-based natural gas utility; and as a Senior Manager with KPMG, an international accounting firm. Mr. Wacek serves as a director of Vermont Electric Power Company, Inc., a Central Vermont affiliate and the Flynn Theatre for the Performing Arts. Mr. Wacek earned a Bachelor’s Degree in Accounting from St. Cloud State University. He has been a director since 2006, is Chair of the Board’s Corporate Governance Committee, and is a member the Audit Committee.
Mr. Wacek has a diversified executive background in insurance, government, and utility operations. With his insurance experience, Mr. Wacek brings a unique and relevant perspective to the Company’s Enterprise Risk Management process. He also brings an extensive financial services background and a high level of financial literacy and operating experience to the Board. His status as a Certified Public Accountant qualifies him as one of the Audit Committee’s designated financial experts.
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Directors whose terms will expire in year 2013:
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JOHN M. GOODRICH, 60, has served as Vice President of Power - Americas for Weidmann Electrical Technology Inc. (electrical insulation for transformer manufacturers and users) since 2007. Prior to his current position he served as Vice President of Operations and Site Manager for Weidmann from 2004 to 2007, and Vice President - Knowledge Manager for WICOR International from 2000 to 2004. He also worked abroad, starting a Mexican operation, worked on a team for a major process installation in China, and has additional experience in Brazil and Switzerland. Mr. Goodrich serves as a director of Associated Industries of Vermont, a state-wide association dedicated to manufacturers and their supporting businesses and organizations. Mr. Goodrich earned a Bachelor’s Degree in Civil Engineering from the University of New Hampshire and a Master’s Degree in Business Administration from the University of Colorado. Mr. Goodrich has been a director since November 2009. He is a member of the Board’s Audit Committee.
Mr. Goodrich brings executive and operational experience in the field of electrical component manufacturing having served in officer positions for over a decade. From his extensive work abroad, he also brings an established global perspective to his work on the Board.
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JANICE L. SCITES, 60, has served as Chief Executive Officer of MSO, Inc. (property and casualty insurance rating/service bureau) since December 2007. She has also served as President of Scites Associates, Inc. (a technology and business consulting firm) since January 2001. Ms. Scites has extensive customer care knowledge gained from her experience as Vice President of AT&T’s Customer Care and President of Connecticut Mutual’s Customer Care Operations. She also has knowledge of stock administration gained from her experience as President and Registered Principal of Phoenix Equity Planning Corporation Broker/Dealer, a subsidiary of Phoenix Mutual Life Insurance. Ms. Scites serves on the Board of Advisors for several privately held, technology-based companies, including Overseas Military Car Sales, a privately held Swiss company with revenues of $600 million. Ms. Scites earned Bachelor of General Studies Degree in Business Administration from Ohio University and a Juris Doctor Degree from the University of Connecticut School of Law. Ms. Scites has been a director since 1998. She is a member of the Board’s Compensation Committee.
Ms. Scites brings to the Board extensive senior management experience as well as a unique customer care knowledge through her work with AT&T. Her legal background and knowledge of insurance and technology industry issues provide the Board with valuable perspective regarding the Company’s operations.
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WILLIAM J. STENGER, 62, has served as President and Chief Executive Officer of Jay Peak, Inc. (ski and summer resort) since April 1985. He has been appointed by the Governor of the State of Vermont to serve on the Governor’s Council of Economic Advisors. Mr. Stenger earned an Associate of Science Degree from Corning Community College and a Bachelor of Science Degree from Syracuse University. He is the 2006 recipient of the Martha H. O’Connor Award for Private Citizen Contribution to Public Education. Mr. Stenger has been a director since 2006. He is a member of the Board’s Compensation Committee.
Mr. Stenger brings over 25 years executive experience to the Board from his role as President and Chief Executive Officer of Jay Peak. He brings a unique perspective about Vermont based businesses from his work at the resort and his work on the Governor’s Council of Economic Advisors. Due to the present expansion plans of Jay Peak, Mr. Stenger brings a current perspective on Vermont development and financing opportunities.
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Directors whose terms will expire in year 2012:
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ROBERT L. BARNETT, 70, retired as Executive Vice President of Motorola, Inc. in 2005. He previously served as President and Chief Executive Officer, Commercial, Governmental and Industrial Solutions Sector, and President, Land Mobile Products Sector, of Motorola, Inc. from 1995 to 2002. Mr. Barnett is a director of Johnson Controls, Inc., and USG Corporation, and a director and treasurer of the Lincoln Foundation for Performance Excellence. Mr. Barnett earned Bachelor’s Degrees in Physics and Electrical Engineering from Oberlin College and Case Institute of Technology, respectively, a Master’s Degree in Electrical Engineering from the University of Illinois and a Master’s Degree in Business Administration from Xavier University. He is a former Senior Baldridge Examiner and a licensed professional engineer. Mr. Barnett has been a director since 1996. He is Chair of the Board’s Compensation Committee and is a member of the Corporate Governance Committee.
Having held top executive roles at Motorola for decades, Mr. Barnett brings tested executive experience to the Board. Mr. Barnett holds several directorships and brings this knowledge and experience to his work with the Board. His background in electrical engineering also gives him a practical perspective to the electric utility industry.
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ROBERT G. CLARKE, 60, retired as Chancellor of the Vermont State Colleges in June 2009, a position he held since June 2000. He previously served as the Interim Chancellor from November 1999 to June 2000 and prior to that served as President of Vermont Technical College. Mr. Clarke is Chair of the Board of Vermont Electric Power Company, Inc. and Vermont Electric Transmission Company, Central Vermont affiliates. He also serves as a director of the Richard E. & Deborah L. Tarrant Foundation (a charitable giving foundation). Mr. Clarke earned a Bachelor’s Degree in Occupational Education from Southern Illinois University, a Master’s Degree in Occupational Education from Central Washington State College, and a Doctorate in Administration and Supervision from Lehigh University. Mr. Clarke has been a director since 1997. He is Chair of the Board’s Audit Committee and is a member of both the Executive and Corporate Governance Committees.
Mr. Clarke brings a unique perspective to the board from his years in higher education. His directorial work for electric industry entities such as Vermont Electric Power Company affords him first hand knowledge of and an appreciation for the complex regulatory environment in which the Company operates. Mr. Clarke brings his previous experience as a director of TD Bank and its affiliates as well as his oversight of the Vermont State College’s budget to his work as one of the designated financial experts of the Audit Committee.
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WILLIAM R. SAYRE, 60, has served as President of Duncan Hermanson Corporation (real estate investment company) since January 1989. Mr. Sayre serves as a director of Vermont Electric Power Company, Inc., a Central Vermont affiliate. He has served as a member of the Vermont Governor’s Council of Economic Advisors, the Governor’s Climate Change Oversight Commission, and the Governor’s Blue Ribbon Commission on Tax Reform. Mr. Sayre earned a Bachelor’s Degree in Economics from Northwestern University and a Master’s Degree in Business Administration from the University of Chicago. Mr. Sayre has been a director since 2006 and was appointed Lead Director and Chair of the Board’s Executive Committee in February 2010. He is also a member of both the Board’s Compensation and Corporate Governance Committees.
Mr. Sayre brings extensive Vermont governmental and regulatory experience having served on numerous state governmental committees and commissions. Mr. Sayre’s educational background along with his career experiences grappling with state economic development issues allow him to bring a broad business and economic development view to the Board.
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each director;
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each nominee for director;
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each of the named executive officers in the Summary Compensation Table; and
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all the directors, nominees for director, and executive officers as a group as of March 1, 2011.
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Name
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Total
Number of
Shares
Beneficially
Owned (1)
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Number of
Shares
Owned (2)
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Stock
Options
Granted
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Percent
of Class
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Robert L. Barnett
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18,394
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18,394
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0
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(1)
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Robert G. Clarke
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12,805
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12,805
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(3)
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0
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(1)
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William J. Deehan
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40,304
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18,127
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22,177
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(1)
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John M. Goodrich
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1,408
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1,408
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0
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(1)
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Robert B. Johnston (4)
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0
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0
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0
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---
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Pamela J. Keefe
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1,753
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1,753
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0
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(1)
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Joseph M. Kraus
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72,222
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35,158
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37,064
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(1)
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Lawrence J. Reilly
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4,699
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4,699
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0
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(1)
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Elisabeth B. Robert
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680
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680
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0
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(1)
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Dale A. Rocheleau
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25,505
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6,401
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19,104
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(1)
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William R. Sayre
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4,554
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4,554
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0
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(1)
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Janice L. Scites
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12,094
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12,094
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0
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(1)
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William J. Stenger
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601
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601
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0
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(1)
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Douglas J. Wacek
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3,461
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3,461
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(5)
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0
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(1)
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Robert H. Young
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317,203
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123,678
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(6)
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193,525
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2.4%
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All current directors, nominees, and
executive officers (17 persons)
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535,870
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250,873
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284,997
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(7)
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4.0%
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No director, nominee for director, or executive officer owns any shares of the various classes of the Company’s outstanding non-voting Preferred Stock.
No director, nominee for director, or executive officer has pledged Company stock as security.
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(1)
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No director, nominee for director, or executive officer owns beneficially in excess of 1% of the outstanding Common Stock, except for Robert H. Young. Except as otherwise indicated in the footnotes to the table, each of the named individuals possesses sole voting and investment power over the shares listed. Percentages are based on 13,365,728 total shares outstanding on March 1, 2011.
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(2)
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Includes shares awarded as part of the director’s annual retainer under the Restricted Stock Plan for Non-employee Directors and Key Employees (“Restricted Plan”) and under the Omnibus Stock Plan (“OSP”), for Mr. Barnett, 8,994 shares; Mr. Clarke, 7,487 shares; Mr. Goodrich, 1,294; Ms. Robert, 673 shares; Mr. Sayre, 4,554 shares; Ms. Scites, 9,826 shares; Mr. Stenger, 601 shares; and Mr. Wacek, 1,453 shares. Shares vested on award date. Also includes 4,699 shares for Mr. Reilly awarded March 1, 2011 with three-year cliff vest from date of award under the OSP and shares that the named executive officers hold indirectly under the Company’s Employee Savings and Investment (401(k)) Plan for Mr. Rocheleau, 581 shares.
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(3)
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Includes 12,805 shares held jointly with Mr. Clarke’s spouse over which he shares voting and investment power.
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(4)
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Mr. Johnston represents one of our largest shareholders, Anita Zucker, who owns 852,000 shares and is subject to the restrictions outlined in the agreement between the Company, The Article 6 Marital Trust, Anita G. Zucker, Trustee, and Robert B. Johnston entered into November 7, 2010 in which Mr. Johnston agreed not to take certain actions that could affect control of the Company.
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(5)
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Includes 1,820 shares held jointly with Mr. Wacek’s spouse over which he shares voting and investment power.
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(6)
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Includes one share held by Mr. Young’s son over which Mr. Young disclaims beneficial ownership and 1,117 shares held by his spouse over which she has sole voting and investment power.
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(7)
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All executive officers as a group have rights to acquire 284,997 shares.
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Name and Address
of Beneficial Holder
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Total Number of
Shares Beneficially Owned
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Percent of
Shares
Outstanding (a)
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BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
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1,143,769
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(b)
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8.6%
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Anita G. Zucker, Trustee of
The Jerry Zucker Revocable Trust
c/o The InterTech Group, Inc.
Post Office Box 5205
North Charleston, SC 29405
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852,000
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(c)
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6.4%
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(a)
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Based on 13,341,144 total shares outstanding on December 31, 2010.
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(b)
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Based solely on information contained in an SEC Schedule 13G dated December 31, 2010 and filed
February 2, 2011 by BlackRock, Inc. According to the report, BlackRock holds 1,143,769 shares and has sole voting and dispositive power over said shares.
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(c)
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Based solely on information contained in an SEC Schedule 13D dated November 7, 2010 and filed
November 10, 2010 by Anita G. Zucker. According to the report, Mrs. Zucker holds 852,000 shares and has sole voting and dispositive power over 850,000 shares and shared voting and dispositive power over 2,000 shares.
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By-laws
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Board of Directors Committee Membership
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Audit Committee Charter
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Compensation Committee Charter
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Corporate Governance Committee Charter
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Executive Committee Role and Authority
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Corporate Governance Guidelines
Addendum A - Director Communication Policy and Process
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Corporate Governance Director Selection Search Protocol
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Director Orientation and Continuing Education
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Corporate Ethics and Conflicts of Interest Policy 1-11
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Reporting Internal Accounting Complaints
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the Board reviewed and adopted a CEO Succession Planning Policy in 2009 and further refined the policy and process in 2010;
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the CEO Succession Plan concluded with the appointment of Mr. Reilly as President and CEO effective March 1, 2011, as successor to Mr. Young, who was named as Executive Chair until his planned retirement on May 3, 2011;
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the Board reviewed the Corporate Governance Policy: Lead Director;
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the Board reviewed Enterprise Risk Management (“ERM”) updates on financial and operating risks at least quarterly;
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the Board approved a statement of risk appetite for incorporation into the Company’s Five-Year Strategic Plan;
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the Audit, Compensation, and Corporate Governance Committees have each reviewed their respective Charters;
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the Board and each of the Committees have met in regularly scheduled non-management executive sessions;
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the Audit Committee has met in private sessions with our internal and external auditors in regularly scheduled meetings;
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the Compensation Committee has met in private sessions with its compensation consultant in regularly scheduled meetings;
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the Board’s Corporate Governance Guidelines and Director Selection Search Protocol have been reviewed and updated;
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the Audit Committee reviewed its Corporate Ethics and Conflict of Interest Policy which includes an Anonymous Complaint Reporting System;
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the Board reviewed its Director Communication Policy and Process;
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each Director and Officer has completed a D&O Questionnaire and Conflict of Interest Certification which requires disclosure of any transactions with the Company in which a director or officer, or any member of his or her immediate family, has a direct or indirect material interest;
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the Board has reviewed its director independence criteria and determined that all of its members, and the Director nominees for election in 2011, with the sole exceptions of Lawrence J. Reilly, who is President and CEO and Robert H. Young, Executive Chair of the Company, meet the “director independence” requirements of Section 10A of the Securities Exchange Act of 1934, the New York Stock Exchange Listing Standards, and any other applicable regulatory authority;
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the Board members have taken part in annual board and committee assessments;
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the Company has a corporate Website which discloses all of the documents noted above.
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preside at all non-management Executive Sessions of the Board;
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meet separately with the Chair/CEO to discuss those matters requested by the Board;
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assist the Chair/CEO in setting Board meeting agendas and providing appropriate information flow to the Board; and
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facilitate communications among and between the Board and the Chair/CEO.
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demonstrated successful senior management leadership, operating and financial experience, and accomplishments;
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substantial experience outside the business community;
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a view that represents the best interests of the Company’s stakeholders;
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the highest personal character and integrity; and
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substantial and significant experience that is of particular importance to the Company.
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Routine correspondence is handled by the Corporate Secretary’s Office or forwarded to the appropriate department for response. Communications regarding our financial statements, accounting practices, internal controls, or auditing matters will be processed in accordance with the Code of Ethics described below. The Company’s “whistleblower” policy prohibits Central Vermont or any of our employees from retaliating or taking any adverse action against anyone for raising a concern (See Code of Ethics below).
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concerns relating to the Company’s accounting, internal controls, or auditing matters can be submitted anonymously and confidentially by calling 1-888-883-1499;
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concerns relating to the Company’s accounting, internal accounting controls, or auditing matters will be referred to members of the Audit Committee;
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other concerns will be referred to the Chair of the CVPS Board of Directors or other Board Committees, as appropriate;
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all complaints will be processed by the Risk Oversight and Compliance Committee; and
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written acknowledgement will be sent from the Risk Oversight and Compliance Committee upon receipt of a complaint or concern.
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a)
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a director who is an employee, or whose immediate family member (defined as a spouse, parent, child, sibling, father- or mother-in-law, son- or daughter-in-law, brother- or sister-in-law and anyone, other than a domestic employee, sharing the director’s home) is an executive officer of Central Vermont, would not be independent for a period of three years after termination of such relationship;
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b)
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a director who receives, or whose immediate family member receives as an executive officer of the Company, more than $120,000 per year in direct compensation from the Company, except for certain permitted payments, would not be independent for a period of three years after ceasing to receive such amount;
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c)
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a director is not independent if (1) the director is a current partner of, or has an immediate family member who is a current partner of the Company’s internal or external auditor, (2) the director is a current employee of the Company’s internal or external auditor, (3) the director has an immediate family member who is a current employee of the Company’s internal or external auditor and such family member participates in the firm’s audit, assurance or tax compliance practice or, (4) the director or an immediate family member was within the preceding three years a partner or employee of the Company’s internal or external auditor and personally worked on the Company’s audit within that time;
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d)
|
a director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s present executives serve on the other company’s compensation committee would not be independent for a period of three years after the end of such relationship; and,
|
e)
|
a director who is an executive officer or employee, or whose immediate family member is an executive officer of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, would not be independent until a period of three years after falling below such threshold.
|
Robert L. Barnett
Robert G. Clarke
John M. Goodrich
Robert B. Johnston
Elisabeth B. Robert
|
William R. Sayre
Janice L. Scites
William J. Stenger
Douglas J. Wacek
|
Audit
Committee
|
Compensation
Committee
|
Corporate
Governance
Committee
|
Executive
Committee
|
|
Outside Directors
Independent
|
||||
Robert L. Barnett
|
Chair
|
X
|
||
Robert G. Clarke
|
Chair *
|
X
|
X
|
|
John M. Goodrich
|
X
|
|||
Robert B. Johnston
|
X
|
|||
Elisabeth B. Robert
|
X*
|
|||
William R. Sayre, Lead Director
|
X
|
X
|
Chair
|
|
Janice L. Scites
|
X
|
|||
William J. Stenger
|
X
|
|||
Douglas J. Wacek
|
X *
|
Chair
|
||
Inside Director
|
||||
Robert H. Young, Chair 1
|
X **
|
(1)
|
If requested by the Audit, Compensation or Corporate Governance Committees, Mr. Young may also attend any of the committee meetings.
|
Ø
|
review and report to the Board after each Audit Committee meeting on the findings and recommendations of the Company’s independent registered public accountants;
|
Ø
|
review and report on the Company’s internal audit procedures;
|
Ø
|
review and report on examinations by regulatory authorities;
|
Ø
|
review and report on matters having a material effect on Central Vermont’s financial operations; and
|
Ø
|
review updates on emerging accounting and auditing issues provided by the independent registered public accountants and management to assess their potential impact on the Company.
|
Ø
|
review the executive compensation levels and recommend base salary, annual incentive and long-term incentive opportunity levels for executive officers to the Board for their approval;
|
Ø
|
provide guidance to management on whether compensation arrangements for our executive officers incentivize unnecessary and excessive risk taking; and, perform, at least annually, a Compensation and Benefit Plan risk evaluation and report results to the full Board;
|
Ø
|
administer an annual CEO performance evaluation;
|
Ø
|
review the CEO evaluations of the other executive officers’ annual performance;
|
Ø
|
propose the level of payout for individual performance in the annual incentive plan to the Board for their approval;
|
Ø
|
conduct an annual performance evaluation of the Compensation Committee’s activities and periodic assessment of the adequacy of its Charter;
|
Ø
|
review and propose the design of the benefit programs which pertain to executive officers of the Company and recommend to the Board for their approval;
|
Ø
|
propose changes to or adoption of qualified benefit plans to the Board for their approval;
|
Ø
|
determine executive officer employment agreements, severance arrangements, and change-in-control provisions/agreements, in each case as, when, and if appropriate, and any special supplemental benefits;
|
Ø
|
review director compensation guidelines and levels and recommend to the Board for their approval; and
|
Ø
|
monitor stock ownership status and guidelines for officers and directors.
|
Ø
|
determine the appropriate objectives and goals of our executive and director compensation programs;
|
Ø
|
design compensation programs that fulfill those objectives and goals;
|
Ø
|
establish external and internal equity of our executive officers’ total compensation and the primary components of that compensation;
|
Ø
|
evaluate the effectiveness of our compensation programs;
|
Ø
|
identify appropriate pay positioning strategies and pay levels in our executive compensation program; and
|
Ø
|
identify comparable companies and compensation surveys for the Compensation Committee to use to benchmark the appropriateness and competitiveness of our executive compensation program.
|
Ø
|
oversee selection and development of the succession planning process for directors;
|
Ø
|
oversee selection and development of the succession planning process for the CEO;
|
Ø
|
provide the Board with quarterly reports relating to business risk in accordance with the ERM process;
|
Ø
|
develop qualifications and criteria for selecting and evaluating director-nominees;
|
Ø
|
consider and propose director-nominees for election at the Annual Meeting of Shareholders;
|
Ø
|
select candidates to fill Board vacancies as they may occur;
|
Ø
|
make recommendations to the Board for Committee membership;
|
Ø
|
review and monitor corporate governance guidelines and procedures;
|
Ø
|
consider independence of each director and nominee for director;
|
Ø
|
advise the Board regarding the adoption of Central Vermont’s policies and programs related to Corporate Governance issues; and
|
Ø
|
administer the Board and the Corporate Governance Committee’s self-assessment and share the results with the full Board for discussion.
|
AUDIT COMMITTEE MEMBERS:
Robert G. Clarke, Chair
John M. Goodrich
Elisabeth B. Robert
Douglas J. Wacek
|
Ø
|
The Audit Committee approves the annual Audit services engagement and, if necessary, any changes in terms, conditions, and fees resulting from changes in audit scope, company structure, or other matters. The Audit Committee may also pre-approve other audit services, which are those services that only the independent registered public accountant reasonably can provide. Since 2004, audit services have included internal controls attestation work under Section 404 of the Sarbanes-Oxley Act.
|
Ø
|
Audit-related services are assurance and related services that are reasonably related to the performance of the audit, and that are traditionally performed by the independent registered public accountant. The Audit Committee believes that the provision of these services does not impair the independence of the independent registered public accountant.
|
Ø
|
Tax services. The Audit Committee believes that, in appropriate cases, the independent registered public accountant can provide tax compliance services, tax planning, and tax advice without impairing the auditor’s independence.
|
Ø
|
The Audit Committee may approve Other services to be provided by the independent registered public accountant if (i) the services are permissible under SEC and Public Company Accounting Oversight Board rules, (ii) the Audit Committee believes the provision of the services would not impair the independence of the independent registered public accountant, and (iii) management believes that the auditor is the best choice to provide the service.
|
Fiscal Year Ended
|
||||||||
2010
|
2009
|
|||||||
Audit Fees (1)
|
$ | 943,500 | $ | 986,300 | ||||
Audit Related Fees (2)
|
77,300 | 76,000 | ||||||
Tax Fees (3)
|
183,000 | 0 | ||||||
All Other Fees (4)
|
47,300 | 16,700 | ||||||
Total Fees
|
$ | 1,251,100 | $ | 1,079,000 | ||||
(1) Includes annual audit of financial statements including Sarbanes-Oxley 404 attestation, review of quarterly financial statements, and other services normally provided by the
independent registered public accountant in connection with statutory and regulatory filings.
(2) Includes fees for attestation service including comfort letters and consents associated with external filings.
(3) Includes fees for tax planning and tax consulting.
(4) Includes fees related to training presented by Deloitte & Touche LLP and fees associated with the ARRA grant requirements.
|
Ø
|
a cash retainer;
|
Ø
|
equity-based grants; and
|
Ø
|
Independent Board Lead Director and Committee Chair cash retainers.
|
Annual cash retainer as Independent Chair of the Board of Directors
|
$ | 35,000 | ||
Annual cash retainer as a director
|
$ | 15,000 | ||
Annual Common Stock retainer as a director
|
$ | 27,500 | ||
Annual cash retainer as Lead Director
|
$ | 7,000 | ||
Annual cash retainer as member of Executive Committee
|
$ | 500 | ||
Annual cash retainer as Chair of Audit Committee
|
$ | 7,000 | ||
Annual cash retainer as Chair of Compensation Committee
|
$ | 5,000 | ||
Annual cash retainer as Chair of Corporate Governance Committee
|
$ | 5,000 | ||
Annual cash retainer as Chair of any other standing Committees
|
$ | 3,000 | ||
Fee for each meeting of the Board of Directors and of each Committee attended
|
$ | 1,000 | ||
Fee for each telephone meeting attended
|
$ | 500 | ||
Reasonable expenses
|
--- |
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|||
Name
|
Fees earned
or paid in
cash ($) (1)
|
Stock
Awards
($) (2)
|
Options
Awards
($)
|
Non-Stock
Incentive
Plan
Compen-
sation ($)
|
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings ($)
|
All Other
Compen-
sation ($)
|
Total ($)
|
|||
Robert L. Barnett
|
$45,531
|
$27,469
|
$0
|
$0
|
$0
|
$0
|
$ 73,000
|
|||
Robert G. Clarke (4)
|
56,500
|
27,500
|
(3)
|
0
|
0
|
0
|
0
|
84,000
|
||
John M. Goodrich
|
32,031
|
(3)
|
27,469
|
0
|
0
|
0
|
0
|
59,500
|
||
Robert B. Johnston
|
4,500
|
0
|
0
|
0
|
0
|
0
|
4,500
|
|||
Elisabeth B. Robert
|
21,514
|
(5)
|
13,736
|
0
|
0
|
0
|
0
|
35,250
|
||
William R. Sayre (4)
|
54,531
|
27,469
|
0
|
0
|
0
|
0
|
82,000
|
|||
Janice L. Scites
|
31,531
|
27,469
|
0
|
0
|
0
|
0
|
59,000
|
|||
William J. Stenger
|
30,000
|
27,500
|
(3)
|
0
|
0
|
0
|
0
|
57,500
|
||
Douglas J. Wacek (4)
|
52,000
|
(3)
|
27,500
|
(3)
|
0
|
0
|
0
|
0
|
79,500
|
Note: Mr. Young is an employee-director. His compensation is reflected in the Summary Compensation Table.
|
(1)
|
Includes meeting fees, cash portion of Annual Retainer(s), and Chair retainers.
|
|
(2)
|
On April 30 and October 29, 2010 all eligible directors were granted their annual stock retainers at a total value of $27,469. The total number of shares issued to non-employee Board members in 2010 was 5,849 shares. Certain directors elected to defer their stock retainers pursuant to the Deferred Compensation Plan and as such the value shown may differ slightly.
|
|
(3)
|
Includes deferred compensation values in 2010 as follows: for Mr. Clarke $27,500, for Mr. Goodrich $12,000, for Mr. Stenger $27,500, and for Mr. Wacek $47,500.
|
|
(4)
|
The following amounts are not included in the Directors’ Compensation Table above and are paid by our affiliate, Vermont Electric Power Company (“VELCO”) to the four directors (Messrs. Clarke, Sayre, Wacek, and Young) representing Central Vermont on their Board. Mr. Young is an employee-director and his VELCO compensation is reflected in his base salary in the Summary Compensation Table. Directors of VELCO are paid an $8,000 annual retainer plus $1,000 for each meeting attended in person and $500 for meetings attended via phone; for additional meetings held the same day, directors are paid $500 if attended in person and $250 if attended via phone. Mr. Wacek as Chair of the VELCO Pension Trust Committee is paid an annual retainer of $2,000. The Chair of the VELCO Board of Directors, Mr. Clarke, also receives an annual retainer of $38,500.
|
|
(5)
|
Does not include fees totaling $7,500 for meetings attended while an advisory director or a retainer amount totaling $6,250 paid pursuant to a Consulting Agreement entered into in consideration of Ms. Robert’s service on the Board as an advisory director until May 2010 when the shareholders elected her as a director. As an advisory director she had no vote with respect to matters acted on by the Board nor was her presence counted for purposes of determining a quorum.
|
Ø
|
overview of the Compensation Committee;
|
Ø
|
our compensation philosophy, policies and objectives;
|
Ø
|
setting executive compensation;
|
Ø
|
the elements of our executive compensation program;
|
Ø
|
the compensation and benefit risk evaluation;
|
Ø
|
our compensation decisions and reasoning for 2010 and for the first quarter of 2011; and
|
Ø
|
our benefits, stock ownership guidelines, and tax matters.
|
Ø
|
We Focus on Outcomes Related to Our Strategic Plan - Performance measures are tied to achievement of outcomes targeted by our strategic plan, including our 2010 “vital few” objectives to:
|
1.
|
Cost-effectively exceed Service Reliability Standards and meet customers’ changing expectations;
|
§
|
improve our understanding of customer expectations through market research and planning
|
2.
|
Improve financial strength;
|
§
|
enhance shareholder value by improving allowed and earned ROE
|
§
|
maintain investment grade status
|
§
|
amend and extend alternative regulation plan
|
3.
|
Achieve SmartPower and other technology plan milestones while managing risks;
|
§
|
within scope, schedule and budget
|
§
|
while engaging customers and other stakeholders
|
4.
|
Ensure future energy supply consistent with Vermont’s preferences; and
|
§
|
develop portfolio alternatives, including renewables, for regulatory review
|
5.
|
Seize opportunities to improve Central Vermont’s culture.
|
§
|
Ensure Central Vermont employees are fully engaged, work safely and demonstrate Central Vermont values
|
Ø
|
Compensation Should be Competitive but also Reasonable and Responsible - It is essential that the Company’s overall compensation levels reflect the value of the job in the marketplace and be sufficiently competitive to attract talented leaders and motivate those leaders to achieve superior results without taking undue risk. At the same time, however, we believe that compensation should be set at a responsible level. Our executive compensation programs are intended to be consistent with the Company’s constant focus on balancing cost, performance and risk.
|
Ø
|
We Believe in a Pay-for-Performance Culture - At the core of our compensation philosophy is our guiding belief that pay should be directly linked to performance. This philosophy has guided many compensation-related decisions:
|
·
|
a substantial portion of executive officer compensation is contingent on, and variable with, achievement of short- and long-term corporate objectives and/or individual performance objectives;
|
·
|
the Compensation Committee annually reviews the specific measures, weights, and level of stretch for each of our performance measures compared to our historic performance and other utilities’ performance where appropriate;
|
·
|
the incentive measures for executives and employees are based on the Company’s strategic plan and balanced scorecard, and are monitored through results reviews and the Company’s Enterprise Risk Management Program to assure the compensation plan does not incent inappropriate risks;
|
·
|
100% of our long-term compensation is performance based and pays out in the form of performance shares of Central Vermont Common Stock only when pre-defined and objective measurable performance criteria are achieved;
|
·
|
we do not have any special employment or severance agreements with any of our executive officers. (However, executive officers do have Change-In-Control (“CIC”) Agreements (see “Change-In-Control” section on page 43 for further explanation) and are covered under the Company’s Layoff Policy which covers all employees);
|
·
|
we regularly monitor the relationship between executive pay levels and corporate performance at Central Vermont compared to other electric utilities; and
|
·
|
the Committee at its discretion has maintained officer compensation closer to the 25th percentile rather than median of our peer company comparisons.
|
Ø
|
Compensation and Performance-Based Pay Reflect Position and Responsibility - Total compensation and accountability generally increase with higher position and greater responsibility because those individuals are more able to affect the Company’s results. Consistent with this philosophy:
|
·
|
total compensation is higher for individuals with greater responsibility and greater ability to influence the Company’s achievement of targeted results and strategic initiatives;
|
·
|
as position and responsibility increases, a greater portion of the executive officer’s total compensation is performance-based pay, contingent on the achievement of performance objectives; and
|
·
|
equity-based compensation is higher for persons with higher levels of responsibility, making a significant portion of their total compensation dependent on achieving key long-term objectives and Total Shareholder Return.
|
% Fixed
|
% Variable (at target)
based on performance
|
Target
Compensation
|
||
Base Salary
|
Annual Plan
|
Long-Term Plan
|
Total
|
|
Chief Executive Officer
|
46%
|
23%
|
31%
|
100%
|
Senior Vice President
|
59%
|
18%
|
23%
|
100%
|
Vice President
|
65%
|
16%
|
19%
|
100%
|
Ø
|
Compensation Disclosures are Clear and Complete - We believe that all aspects of executive compensation should be clearly, comprehensibly and promptly disclosed in plain English. We believe that compensation disclosures should provide all of the information necessary to permit shareholders to understand our compensation philosophy, our compensation-setting process and how much our executives are paid.
|
Ø
|
industry classification (utilities and related industry Standard Industry Classification (“SIC”) codes 4911-4991);
|
Ø
|
applicable sub-industry (electric or combined electric/gas utilities);
|
Ø
|
net Revenues (relative to guideline range of approximately 1/3 to 3 times CVPS’s revenues); and
|
Ø
|
applicable business model (operations focused on electric transmission and distribution).
|
Ø
|
a base salary based on benchmarking to energy companies of our size and an individual’s qualifications, experience, and proven performance;
|
Ø
|
an annual Management Incentive Plan with awards based on performance for the year;
|
Ø
|
a Long-Term Incentive Program with awards based on the value we deliver to our shareholders and customers over time; and
|
Ø
|
a competitive benefit program.
|
Ø
|
help improve customer service, financial, process improvement, and employee-related performance of the Company;
|
Ø
|
attract and retain highly qualified executives;
|
Ø
|
enhance the mutual interest of customers, shareholders, other constituents, and eligible officers of the Company; and
|
Ø
|
appropriately balance performance and risks through the use of a balanced scorecard and capping maximum performance at twice target.
|
Ø
|
customer (progress toward meeting and exceeding our customer service and reliability standards as set by the Vermont Public Service Board; our customers’ level of satisfaction relative to all other electric utilities in the East Region as measured annually by J.D. Power & Associates; and Vermont leaders’ opinions of the Company on key issues as measured in even numbered years by David Schaefer & Associates or by large commercial and industrial customers’ satisfaction as measured by Metrix Matrix in odd numbered years);
|
Ø
|
financial (earnings and reducing gap between earned return on equity (ROE) and allowed ROE);
|
Ø
|
process improvement (a measure of key process improvement initiatives appropriate for the year); and
|
Ø
|
employee measures (key questions from our employee survey and safety measures).
|
% of Salary Payout
|
|||
Position
|
Threshold
|
Target
|
Maximum
|
Chief Executive Officer
|
0%
|
50%
|
100%
|
Senior Vice President
|
0%
|
30%
|
60%
|
Vice President
|
0%
|
25%
|
50%
|
Ø
|
50% of the value is in the form of performance shares dependent upon reaching certain relative Total Shareholder Return (“TSR”) percentile targets over a three-year cycle versus a national group of all publicly traded electric and combination utilities.
|
Ø
|
50% of the value is in the form of performance shares that are based on the achievement of key operational measures over a three-year time period. Annually the Compensation Committee chooses measures for the next three year rolling cycle which are a subset of performance measures in our five-year strategic plan, chosen to emphasize critical performance targets in a balanced way considering performance, risks, and the relationship to the annual incentive plan. Where possible, the Committee has chosen measures of Central Vermont’s performance versus other electric utilities.
|
·
|
Metrics in the employee and executive annual and long-term incentive plans utilize the “Balanced Scorecard” approach which consciously balances financial, customer, process improvement, and employee measures.
|
·
|
Individual performance has a weight of 20% in the executive plan, fully at the discretion of the Board, the employee annual plan incorporates annual individual performance ratings.
|
·
|
Short-term price growth is not rewarded at the expense of strong organizational performance and long-term shareholder wealth creation.
|
·
|
Company target compensation for base salary, annual incentive, and long-term incentive is aligned with peers.
|
·
|
Annual incentives make up less than 25% of total pay for named executive officers, limiting motivation to sacrifice long-term growth for short-term gains.
|
·
|
Long-term incentives are based solely on performance shares with balanced measures.
|
·
|
Only annual incentives are included in retirement and change-in-control severance benefit calculations.
|
·
|
Company’s incentive plans have market competitive caps to limit excessive risk-taking for windfall profits (e.g., max = 2x target for the annual plan and 1.5x target for the long-term plan).
|
·
|
Payout curves are not steep and goal setting generally uses:
|
§
|
90% probability of achieving threshold (or a 10% probability of 0% payout)
|
§
|
50% probability of achieving target
|
§
|
10% probability of achieving maximum
|
·
|
The Committee regularly assesses the payout versus probabilities to check that the plan works as designed.
|
·
|
A substantial portion of executive officer target compensation is contingent on, and variable with, achievement of short- and long-term corporate objectives and/or individual performance objectives (35-54% of total direct compensation).
|
·
|
The Compensation Committee annually reviews the specific measures, weights, and level of stretch for each of our performance measures compared to historic performance and other utilities. The goal is to provide increasing levels of stretch and continued improvement as appropriate while maintaining a balance between types of measures, e.g., financial and customer.
|
·
|
We regularly monitor the relationship between executive pay levels and corporate performance at Central Vermont compared to other electric utilities.
|
·
|
Annual incentive plans and three-year long-term incentive plan balance short-term and long-term performance perspectives.
|
·
|
The stock ownership guideline for the CEO was at the low end of the competitive practice and the Committee raised it for 2011. The requirement for the balance of named executive officers was competitive, but was also raised for 2011.
|
·
|
Although long-term stock holding requirements are not in place, given the appropriateness of our stock ownership guidelines and pay mix, these are not needed.
|
·
|
The Compensation Committee has discretion to adjust incentive plan awards based on assessment of quality of performance results.
|
·
|
The incentive measures for executives and employees are based on the Company’s strategic plan and balanced scorecard, and are monitored through results reviews and the Company’s Enterprise Risk Management Program to assure the compensation plan does not incent inappropriate risks.
|
·
|
Claw back policies beyond Sarbanes-Oxley are in the process of being developed. There has not been a restatement of earnings in the last 10 years.
|
Ø
|
for the last several years, the Compensation Committee has consciously limited executive compensation to levels closer to 25% of median, rather than median;
|
Ø
|
for 2010, executive base salaries were frozen based on recognition of economic and financial considerations as recommended by management and determined by the Committee;
|
Ø
|
for 2011, executive salaries increased by 3.1% on average based on an analysis done by Mercer and other Committee considerations and discretion;
|
Ø
|
the annual incentive targets as a percentage of salary were kept at the same level they have been since 2000; and
|
Ø
|
annually, the Committee extensively considers potential measures, targets, and potential rewards to appropriately incent the right performance, without encouraging undue risks or other unintended consequences.
|
Ø
|
a multiple (2.99 times for grandfathered named executive officers Messrs. Young, Deehan, and Kraus and 2.00 for non-grandfathered named executive officers Ms. Keefe and Mr. Rocheleau) of their base salary and target annual incentive;
|
Ø
|
benefit continuation provided in exchange for consulting services in alignment with severance multiplier;
|
Ø
|
certain legal fees and expenses incurred as a result of termination of employment are paid by the Company;
|
Ø
|
conditional gross-up for excise tax will be paid to the extent that value of the CIC benefits exceeds 3.3 times the executive’s compensation preceding the CIC event;
|
Ø
|
limited outplacement benefit up to $15,000;
|
Ø
|
confidentiality, non-disparagement, and non-solicitation requirements;
|
Ø
|
requirement for a legal release and waiver to receive payments; and
|
Ø
|
modification of “good reason” for termination by executive of executive’s employment to include:
|
·
|
reduction in an executive’s annual base salary or value of benefits to any amount less than 90% of salary or benefits in effect prior to the CIC; and
|
·
|
increase in relocation of principal executive offices to more than 75 miles from location in effect prior to the CIC (rather than previous 25 miles).
|
Ø
|
a prorated portion of MIP assuming target performance;
|
Ø
|
a prorated portion at target of the performance shares under the Performance Share Incentive Plan (LTIP); and
|
Ø
|
vesting of any non-vested restricted stock.
|
Chief Executive Officer
|
45,000 shares
|
||
Senior Vice President
|
17,000 shares
|
||
Vice President
|
15,000 shares
|
COMPENSATION COMMITTEE MEMBERS:
Robert L. Barnett, Chair
Robert B. Johnston
William R. Sayre
Janice L. Scites
William J. Stenger
|
SUMMARY COMPENSATION TABLE
|
|||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Name and
Principal Position
|
Year
|
Salary
($) (1)
|
Bonus
($) (2)
|
Stock
Awards
($) (3)
|
Option
Awards
($) (4)
|
Non-Equity
Incentive
Plan
Compensation ($) (5)
|
Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($) (6)
|
All Other
Compensation
($) (7)
|
Total ($)
|
Robert H. Young
President and CEO
|
2010
2009
2008
|
$410,000
402,000
393,769
|
$ 0
0
0
|
$244,724
200,550
236,520
|
$0
0
0
|
$200,000
246,000
221,700
|
$280,263
213,136
103,294
|
$16,191
18,137
17,645
|
$1,151,178
1,079,823
972,928
|
Pamela J. Keefe
Senior Vice President, CFO,
and Treasurer
|
2010
2009
2008
|
225,000
222,577
213,846
|
0
0
0
|
88,430
82,130
56,940
|
0
0
0
|
68,100
81,700
64,500
|
40,098
28,566
18,776
|
5,499
5,546
5,040
|
$427,127
420,519
359,102
|
William J. Deehan
Vice President - Power
Planning & Regulatory
Affairs
|
2010
2009
2008
|
200,000
200,000
197,615
|
25,000
0
0
|
59,639
47,750
56,940
|
0
0
0
|
52,300
64,600
58,100
|
254,270
131,735
143,037
|
12,013
10,740
9,881
|
$603,222
454,825
465,573
|
Joseph M. Kraus
Senior Vice President
Operations, Engineering,
and Customer Service
|
2010
2009
2008
|
228,000
228,000
226,173
|
0
0
0
|
88,430
72,580
84,680
|
0
0
0
|
69,800
89,100
82,400
|
545,318
179,062
144,648
|
16,370
11,036
14,004
|
$947,918
579,778
551,905
|
Dale A. Rocheleau
Senior Vice President,
General Counsel and
Corporate Secretary
|
2010
2009
2008
|
228,000
228,000
226,135
|
0
0
0
|
88,430
72,580
84,680
|
0
0
0
|
69,000
87,700
81,100
|
73,133
64,842
42,412
|
13,047
12,163
11,415
|
$471,610
465,285
445,742
|
(1)
|
Includes for Mr. Young, a base salary comprised of $375,000 of which $25,753 is reimbursed by Vermont Yankee Nuclear Power Corporation. Included in the $410,000 reported above are director’s retainers and fees in the amount of $35,000 paid by Vermont Electric Power Company, Inc.
These amounts include deferrals into our 401(k) Plan and/or Officers and Directors Deferred Compensation Plan.
|
||
(2)
|
Includes for Mr. Deehan a bonus in connection with his successful efforts negotiating a long-term power contract with Hydro-Quebec.
|
||
(3)
|
The performance-based grant values are based on the grant date estimate of compensation cost recognized over the service period, excluding the effect of forfeitures in accordance with ASC Topic 718. For information regarding the calculations pursuant to ASC Topic 718, refer to Note 10 - Share-Based Compensation to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
|
The actual payouts for the 2008-2010 performance cycle using the FMV on the award date at the end of the three-year cycle for TSR is zero and for Operational Measures is as follows: Mr. Young, $99,683; Ms. Keefe, $24,007; Mr. Deehan, $24,007; Mr. Kraus, $35,692; and, Mr. Rocheleau, $35,692.
The maximum potential value of the 2010 conditional grants is based upon 1.5 times the target grant and are listed as follows: Mr. Young, $367,085; Ms. Keefe, $132,644; Mr. Deehan, $89,458; Mr. Kraus, $132,644; and Mr. Rocheleau, $132,644.
|
|||
(4)
|
Each currently named executive officer has the following number of stock options outstanding: Mr. Young, 193,525 shares; Mr. Deehan, 22,177; Mr. Kraus, 37,064 shares; and, Mr. Rocheleau, 19,104 shares. Ms. Keefe does not hold options. The total outstanding stock options for the executive officers as a group including those not named in this proxy is 284,997. See also Outstanding Equity Awards at Fiscal Year Ended 2010 table, page 50.
Refer to Note 10 - Share-Based Compensation to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed on or by March 15, 2011 for the relevant assumptions used to determine the valuation of stock option awards granted in 2005 and 2004. As described in the CD&A, we no longer grant stock options.
|
||
(5)
|
Represents payment for the earned 2010 performance paid on March 4, 2011 under the Management Incentive Plan. The amounts in column (g) reflect Company performance for 2010 at 99% of target which represents 80% of the overall weighting for the MIP. The other 20% was based on each individual officer’s performance as evaluated by the Compensation Committee for the CEO and on the advice and recommendation of the CEO for the named executive officers reporting to the CEO. See MIP section under CD&A.
|
||
(6)
|
The amounts in column (h) reflect the actuarial change in the present value of each named executive officer’s benefits under all pension plans established by the Company determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements (except that we used a retirement age equal to the earliest unreduced retirement age (60 years, when after age 55, age and years of service equals 85)). This column includes amounts which the named executive officer may not currently be entitled to receive.
|
||
(7)
|
The table below shows the components of this column as described by the footnotes below.
All Other Compensation Components
|
Name
|
Perquisites
and Other
Personal
Benefits (i)
|
Company
Contribution to Defined
Contribution Plans (ii)
|
Insurance
Premiums (iii)
|
Defined
Contribution
Plan Core
Contribution (iv)
|
Total
|
Robert H. Young
|
$2,025
|
$10,413
|
$3,465
|
$288
|
$16,191
|
Pamela J. Keefe
|
0
|
3,552
|
1,125
|
822
|
5,499
|
William J. Deehan
|
0
|
10,412
|
870
|
731
|
12,013
|
Joseph M. Kraus
|
4,385
|
10,413
|
739
|
833
|
16,370
|
Dale A. Rocheleau
|
0
|
10,464
|
1,750
|
833
|
13,047
|
(i)
|
Mr. Young has use of a Company vehicle and valuation is consistent with IRS Publication 15b - Employer’s Tax Guide to Fringe Benefits. Mr. Kraus received pay in lieu of vacation.
|
|
(ii)
|
Company matching contributions to the Employee Savings and Investment Plan (401(k)).
|
|
(iii)
|
The Company provides life insurance for Mr. Young at four times his salary and at three times salary for Mr. Deehan, Ms. Keefe, Mr. Kraus, and Mr. Rocheleau. Mr. Young’s insurance is provided through a split-dollar policy, Mr. Kraus through a combination of split-dollar and
|
Company group-term life insurance, and the remaining officers through Company group-term life insurance. All officers are taxed for the premiums paid by the Company for insurance above $50,000.
Under the split-dollar policies, the Company’s Rabbi Trust would receive the excess above the life insurance payment to the beneficiary. Amounts entered in this column represent the Company’s taxable amount of benefit.
|
||
(iv)
|
Defined Contribution Plan enhancement effective April 1, 2010, providing a core contribution for all employees of 0.5% subject to the IRS Cost of Living Adjustment Limits for the 2010 plan year.
|
Name
|
Title
|
2011 Base Salary
|
Robert H. Young
|
Executive Chair
|
$388,000 *
|
Lawrence J. Reilly
|
President and CEO
|
$300,000
|
Pamela J. Keefe
|
Senior Vice President, Chief Financial Officer, and Treasurer
|
232,500
|
William J. Deehan
|
Vice President - Power Planning and Regulatory Affairs
|
206,000
|
Joseph M. Kraus
|
Senior Vice President - Operations, Engineering, and Customer Service
|
235,000
|
Dale A. Rocheleau
|
Senior Vice President, General Counsel and Corporate Secretary
|
234,000
|
* Excludes director’s retainers and fees paid by Vermont Electric Power Company, a CVPS affiliate.
|
Threshold
|
Target
|
Maximum
|
|
Chief Executive Officer
|
$0
|
$250,000
|
$375,000
|
Senior Vice President
|
0
|
90,000
|
135,000
|
Vice President
|
0
|
60,000
|
90,000
|
GRANTS OF PLAN-BASED AWARDS DURING 2010
|
|||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Name
|
Grant
Date
|
Estimated future payouts under
non-equity incentive plan awards (1)
|
Estimated future payouts under
equity incentive plan awards (2)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||
Robert H. Young
|
1/11/10
---
|
$0
|
$187,500
|
$375,000
|
0
|
13,548
|
20,322
|
Pamela J. Keefe
|
1/11/10
---
|
0
|
67,500
|
135,000
|
0
|
4,896
|
7,343
|
William J. Deehan
|
1/11/10
---
|
0
|
50,000
|
100,000
|
0
|
3,302
|
4,953
|
Joseph M. Kraus
|
1/11/10
---
|
0
|
68,400
|
136,800
|
0
|
4,896
|
7,343
|
Dale A. Rocheleau
|
1/11/10
---
|
0
|
68,400
|
136,800
|
0
|
4,896
|
7,343
|
(1)
|
These columns show the threshold, target, and maximum potential payout for 2010 performance under the MIP as described in the section entitled “Management Incentive Plan” in the CD&A. The actual MIP payout for 2010 performance is reflected in the Summary Compensation Table column (g).
|
|
(2)
|
These columns show the threshold, target, and maximum potential number of shares that could be awarded for the 2010-2012 cycle of the LTIP, including dividends accrued over the three-year period.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2010
|
|||||||||
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
|
Closing
Price on
Date of
Grant ($)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date (2)
|
Number of
Shares or Units
of Stock that
Have Not
Vested (#)
|
Market Value
Of Shares or
Units of Stock
That Have Not
Vested ($)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#) (3)
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($) (4)
|
|
Robert H. Young
Stock Options
LTIP
2008-2010
2009-2011
2010-2012
|
26,200
32,300
51,470
59,520
24,035
|
$16.1500
19.2700
17.4900
20.1100
21.5200
|
$16.1050
19.0750
17.4900
20.1500
21.4450
|
5/1/2011
5/7/2012
5/6/2013
5/4/2014
5/3/2015
|
0
0
0
0
0
|
---
---
---
---
---
|
4,530
6,010
8,129
|
$ 99,026
131,379
177,700
|
|
Pamela J. Keefe
Stock Options
LTIP
2008-2010
2009-2011
2010-2012
|
0
|
---
|
---
|
---
|
0
|
---
|
1,091
2,452
2,937
|
23,849
53,601
64,203
|
|
William J. Deehan
Stock Options
LTIP
2008-2010
2009-2011
2010-2012
|
3,900
5,150
9,350
3,777
|
16.1500
17.4900
20.1100
21.5200
|
16.1050
17.4900
20.1500
21.4450
|
5/1/2011
5/6/2013
5/4/2014
5/3/2015
|
0
0
0
0
|
---
---
---
---
|
1,091
1,431
1,981
|
23,849
31,282
43,305
|
|
Joseph M. Kraus
Stock Options
LTIP
2008-2010
2009-2011
2010-2012
|
6,200
11,760
13,610
5,494
|
19.2700
17.4900
20.1100
21.5200
|
19.0750
17.4900
20.1500
21.4450
|
5/7/2012
5/6/2013
5/4/2014
5/3/2015
|
0
0
0
0
|
---
---
---
---
|
1,622
2,175
2,937
|
35,457
47,546
64,203
|
|
Dale A. Rocheleau
Stock Options
LTIP
2008-2010
2009-2011
2010-2012
|
13,610
5,494
|
20.1100
21.5200
|
20.1500
21.4450
|
5/4/2014
5/3/2015
|
0
0
|
---
---
|
1,622
2,175
2,937
|
35,457
47,546
64,203
|
(1)
|
Options vest and become exercisable immediately upon grant.
|
(2)
|
The expiration date of each option occurs ten years after the date of each option grant.
|
(3)
|
As of December 31, 2010, the table below shows the restricted performance units cycles, the actual payouts for the cycle ending 2010, and a point in time estimate of potential payout for the two open cycles.
These contingent shares are awarded based on the Total Shareholder Return and Operational Measures criteria as described in the Long-Term Incentive Program section of the CD&A.
|
The contingent grant of the units listed in this table are given annually at the beginning of each three-year cycle. Based upon satisfying pre-established performance targets, the actual number of shares at the end of the cycle may range from zero to 1.5 times the number of units granted, plus
|
dividend reinvestment. Performance at or below threshold warrants no payout. The estimates of number of units “earned” for the 2009-2011 and 2010-2012 cycles are point in time estimates reflecting performance to date. Since the actual earned award will be based on the total three-year performance, these “earned” units may not be reflective of actual earnings over the time period. For example, the Company’s TSR performance vs. other utilities in a one-year time frame may not be reflective of the Company’s ultimate TSR performance over the three-year measurement cycle.
|
As of December 31, 2010
|
||||||
Name
|
Cycle
|
Restricted
Units (#)
TSR/Op. Meas.
|
Units (#)
Earned (i)
|
Units (#)
Accrued (ii)
|
Total
Units (#) (iii)
|
Restricted
Unit
Value ($)
|
Robert H. Young
|
2008-2010 *
2009-2011
2010-2012
|
4,050/4,050
5,250/5,250
5,950/5,950
|
0/3,969
0/5,250
2,618/4,522
|
0/561
0/760
363/626
|
4,530
6,010
8,129
|
$ 99,026
131,379
177,700
|
Pamela J. Keefe
|
2008-2010 *
2009-2011 **
2010-2012
|
975/975
2,150/2,150
2,150/2,150
|
0/956
0/2,150
946/1,634
|
0/135
0/302
131/226
|
1,091
2,452
2,937
|
$ 23,849
53,601
64,203
|
William J. Deehan
|
2008-2010 *
2009-2011
2010-2012
|
975/975
1,250/1,250
1,450/1,450
|
0/956
0/1,250
638/1,102
|
0/135
0/181
88/153
|
1,091
1,431
1,981
|
$ 23,849
31,282
43,305
|
Joseph M. Kraus
|
2008-2010 *
2009-2011
2010-2012
|
1,450/1,450
1,900/1,900
2,150/2,150
|
0/1,421
0/1,900
946/1,634
|
0/201
0/275
131/226
|
1,622
2,175
2,937
|
$ 35,457
47,546
64,203
|
Dale A. Rocheleau
|
2008-2010 *
2009-2011
2010-2012
|
1,450/1,450
1,900/1,900
2,150/2,150
|
0/1,421
0/1,900
946/1,634
|
0/201
0/275
131/226
|
1,622
2,175
2,937
|
$ 35,457
47,546
64,203
|
* There were no TSR awards made for the 2008-2010 cycle. Total Units represents actual Operational Measure units paid out for the 2008-2010 Cycle February 14, 2011
with the Restricted Unit Value calculation provided in footnote 4 below.
|
|||
** Ms. Keefe was granted additional contingent shares upon her promotion to Senior Vice Presidentin May 2009.
|
|||
(i) |
Units actually earned for the 2008-2010 cycle. The first number represents the award based on TSR, and the second number represents the award based on Operational Measures. For the other two open cycles, this is a point-in-time estimate based on performance to date, and may not be reflective of performance over the entire three-year cycle.
|
||
(ii) |
Units accrued as a result of dividends earned and reinvested through the close of the cycle for the number of units earned. The 2010 annual dividend rate was $0.92.
|
||
(iii) |
Represents units earned plus units accrued.
|
||
(4)
|
Market value of performance units calculated by multiplying the closing market price on December 31, 2010 of $21.86 as shown in footnote 3 above. This is not representative of what may actually be awarded based on performance for the 2009-2011 and 2010-2012 cycles.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
Option Awards
|
Stock Awards
|
||||
Name
|
Number of
Shares Acquired
on Exercise (#)
|
Value Realized Upon
Exercise ($)
|
Number of
Shares Acquired
on Vesting (#)
|
Value Realized
on Vesting ($)
|
|
Robert H. Young
|
Options
Stock
|
30,300
0
|
$284,669
0
|
0
0
|
0
0
|
Pamela J. Keefe
|
Options
Stock
|
0
0
|
0
0
|
0
0
|
0
0
|
William J. Deehan
|
Options
Stock
|
4,800
0
|
45,792
0
|
0
0
|
0
0
|
Joseph M. Kraus
|
Options
Stock
|
5,900
0
|
24,426
0
|
0
0
|
0
0
|
Dale A. Rocheleau
|
Options
Stock
|
0
0
|
0
0
|
0
0
|
0
0
|
|
||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
Name
|
Plan Name
|
Number of
Years Credited
Service (#)
|
Present Value
Accumulated
Benefit ($)
|
Payments
During Last
Fiscal Year ($)
|
Robert H. Young (1, 2)
|
Qualified
SERP
|
23.50
23.50
|
$1,088,261
1,939,790
|
$0
0
|
Pamela J. Keefe
|
Qualified
SERP
|
4.58
4.58
|
100,435
14,310
|
0
0
|
William J. Deehan (1, 2)
|
Qualified
SERP
|
25.17
25.17
|
1,205,474
380,422
|
0
0
|
Joseph M. Kraus (1, 2)
|
Qualified
SERP
|
29.42
29.42
|
1,567,490
450,970
|
0
0
|
Dale A. Rocheleau
|
Qualified
SERP
|
7.17
7.17
|
237,430
62,834
|
0
0
|
(1)
|
The SERP provides a grandfathered benefit for certain executive officers who participated in the plan as of January 1, 1998. Messrs. Young, Deehan, and Kraus are eligible for the grandfathered benefit upon retirement from the Company after attainment of age 55 with 10 or more years of service. These individuals receive the greater, on an actuarial present value basis, of the grandfathered benefit and the benefit provided under the basic SERP provisions. The grandfathered benefit includes both a pension and death benefit as described below.
|
|
(i)
|
Grandfathered Pension Benefit - An annual payment equal to a specified percentage of the individual’s final year’s base salary (excluding MIP compensation and other forms of remuneration) payable upon attainment of age 65 for a period of 15 years. The applicable percentages are 44% for Mr. Young and 33% for Messrs. Deehan and Kraus. The grandfathered SERP benefit is calculated based on base salary only; it does not include any benefit attributable to MIP compensation. The benefit is further reduced by 5% per year for payment upon early retirement before age 65.
|
|
(ii)
|
Grandfathered Death Benefit - $167,667 payable to the designated beneficiary upon the death of the executive officer following retirement.
|
|
(2)
|
Messrs. Young, Deehan, and Kraus are currently eligible for early retirement under the Pension Plan and the SERP because they have attained age 55 and have completed more than 10 years of service.
|
(a)
|
(d)
|
(f)
|
Name (1)
|
Aggregate
Earnings in
Last FY ($)
|
Aggregate
balance at
Last FYE ($)
|
Robert H. Young
|
$ 0
|
$ 0
|
Pamela J. Keefe
|
7,717
|
212,461
|
William J. Deehan
|
0
|
0
|
Joseph M. Kraus
|
0
|
0
|
Dale A. Rocheleau
|
3,844
|
106,312
|
(1) |
Of the named officers, Ms. Keefe and Mr. Rocheleau participated in the Plan during 2010. Over a three-year period from 2007 to 2010, Ms. Keefe deferred $129,300 in compensation. Over a one-year period from 2009 to 2010, Mr. Rocheleau deferred $94,708 in compensation.
|
Ø
|
accrued salary and vacation pay;
|
Ø
|
benefits under the Company’s Layoff Policy, if applicable;
|
Ø
|
target annual incentive payment prorated for portion of year worked in year of retirement;
|
Ø
|
regular benefits under the qualified Pension Plan if vested, see “Pension Benefits” table on page 53;
|
Ø
|
distributions of plan balances under the Employee Savings and Investment Plan (401(k)); and
|
Ø
|
health and welfare benefits provided to all retirees including retiree medical, dental and life insurance.
|
Name
|
Equity Awards Payable Upon
|
|
Retirement
|
Death or Disability
|
|
Mr. Young
|
$258,502
|
$258,502
|
Ms. Keefe
|
N/A*
|
101,314
|
Mr. Deehan
|
62,058
|
62,058
|
Mr. Kraus
|
93,503
|
93,503
|
Mr. Rocheleau
|
N/A*
|
93,503
|
*Has not satisfied the requirements for retirement as of December 31, 2010 (age 55 or older with 10 or more years of service).
|
(1)
|
an acquisition of 20% or more of the Company’s outstanding voting securities;
|
(2)
|
a change of more than two-thirds of Board over the term of the agreement except where the new Board members were approved by a vote of at least two-thirds of the incumbent members of the Board;
|
(3)
|
a consummation of a reorganization, merger, or consolidation or sale or other disposition of more than 50% of the assets of the Company; or
|
(4)
|
approval by the shareholders of Company of a complete liquidation or dissolution of the Company.
|
Name and
Principal Position
|
Cash
Severance
Payment (1)
|
Acceleration
of Equity
Awards (2)
|
SERP,
Outplacement
and Welfare
Benefit
Value (3)
|
Excise
Tax and
Related
Gross
Ups (4)
|
Reduction
to IRC
280(G)
Limit (5)
|
Total
Payments
Under
a CIC
|
Robert H. Young
President and CEO
|
$1,681,875
|
$ 0
|
$529,722
|
$0
|
$ 0
|
$2,211,597
|
Pamela J. Keefe
Senior Vice President, CFO,
and Treasurer
|
585,000
|
101,314
|
188,212
|
0
|
0
|
874,526
|
William J. Deehan
Vice President, Power Planning
and Regulatory Affairs
|
747,500
|
0
|
144,688
|
0
|
0
|
892,188
|
Joseph M. Kraus
Senior Vice President -
Operations, Engineering,
and Customer Service
|
886,236
|
0
|
193,200
|
0
|
0
|
1,079,436
|
Dale A. Rocheleau
Senior Vice President,
General Counsel and
Corporate Secretary
|
592,800
|
93,503
|
176,699
|
0
|
0
|
863,002
|
(1)
|
Equals annual base salary plus target annual incentive compensation times severance multiplier of 2.99 for Messrs. Young, Deehan, and Kraus and 2.00 for Ms. Keefe and Mr. Rocheleau.
|
|||
(2)
|
Performance shares (including reinvested dividends) valued at the closing stock price of $21.86 on December 31, 2010 were assumed to be paid at target based for the pro-rata portion of the cycle through which executives have already worked at the time of the CIC.
|
|||
(3)
|
These incremental benefits are described above and are intended to be reasonable compensation for the executive officer’s commitment to provide consulting services as required by the Company for one year post-termination and refraining from working in competition with, or for a competitor of the Company, for one year post-termination. To the extent that these benefits exceed reasonable compensation for the post-termination consulting services and non-compete agreement, the benefits may be reduced or additional tax gross-ups may apply in accordance with the conditional tax gross-up provision described in note (5) below.
|
Discount rate
|
5.75%
|
Mortality (post-retirement only)
|
IRS generational mortality table
|
Benefit commencement
and payment form
|
If eligible for early retirement, lump sum payable upon termination (Messrs. Young, Deehan, and Kraus), otherwise single life annuity payable at the earliest unreduced retirement age (65 for Ms. Keefe and Mr. Rocheleau)
|
The Health and Welfare benefit values reflecting three years (Messrs. Young, Deehan, and Kraus) and two years (Ms. Keefe and Mr. Rocheleau) of continued participation were estimated at three times and two times the current cost of coverage, respectively.
A one-time $15,000 outplacement benefit has been included in this item.
A tax gross-up applies to health care benefits (medical and dental) and the outplacement benefit and is reflected in this item.
|
|
(4)
|
Upon a CIC, employees may be subject to certain excise taxes under Section 280(G) of the Internal Revenue Code. The Company has agreed to reimburse the affected employees for those excise taxes as well as any income and excise taxes payable by the executive as a result of any reimbursements for the 280(G) excise taxes. The amounts in the table are based on a 280(G) excise tax rate of 20%, 35% federal marginal income tax rate and Vermont State tax rate of 8.95%.
|
(5)
|
There is a conditional gross-up for excise tax on the termination payments under Section 4999 of the Internal Revenue Code only in circumstances where the CIC benefits are over the IRC Section 280(G) limits by more than 10%. If CIC benefits are between 100% and 110% of the IRC Section 280(G) limits, the total CIC benefit is reduced to 100% of the IRC Section 280(G) limit.
|
By Order of the Board of Directors
Robert H. Young
Executive Chair
and
Lawrence J. Reilly
President and Chief Executive Officer
|
It is important that proxies be voted promptly. Shareholders who do not expect to attend in person are urged to vote either (a) by casting your vote electronically at the Website listed on your proxy card, (b) by telephone, or (c) by signing, dating and returning the accompanying proxy card in the enclosed envelope which requires no postage if mailed in the United States.
|
(Located on Rutland Regional Medical Center Campus)
From Route 7 (North):
Travel south on US 7, pass through intersection of US 4 East and US 7, and travel 1 mile. At traffic light, turn left onto Allen Street (McDonalds on corner) and travel .6 mile. At The Loop Road (employee entrance) turn right and follow signs posted to parking and entrance.
From Route 7 (South):
Travel north on US 7, pass through intersection of US 4 West and US 7, and travel 1.2 miles. At traffic light, turn right onto Allen Street (McDonalds on corner) and travel .6 mile. At The Loop Road (employee entrance) turn right and follow signs posted to parking and entrance.
From the New York City Area Via New York State Thruway:
New York State Thruway north past exit 24 - Albany, NY. I-87 (Northway) north to exit 20, turn left off exit ramp and travel through town of Queensbury, NY. Turn right onto Route 149 east to Fort Ann, NY. Turn left at intersection of Routes 149 and 4. Travel on Route 4 into Vermont to end of Interstate - intersection of Route 7, turn left onto Route 7 north and follow directions from Route 7 (South) above.
From the Boston Area:
Interstate 93 to just north of Concord, NH. Exit onto Interstate 89 north and follow to exit 1 (US 4/Rutland) in Vermont. Follow US 4 to intersection of Route 7 turn left onto Route 7 south traveling one block to West Street and follow directions From Route 7 (North) above.
Via Interstate 95:
I-95 (Connecticut Turnpike) north to Interstate 91. Travel on I-91 just north of Bellows Falls, VT to exit 6 (Rutland). Follow Route 103 to Route 7 north and follow directions From Route 7 (South) above.
|
ANNUAL MEETING OF SHAREHOLDERS OF
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
May 3, 2011
|
PROXY VOTING INSTRUCTIONS
|
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Annual Report, Notice of meeting, and proxy statement are available at
http://www.cvps.com/InvestorRelations/Default.aspx
|
INTERNET - Access "www.voteproxy.com" and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.
|
||
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or
1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company Number and Account Number shown on your proxy card.
Vote online/phone until 11:59 PM EST the day before the meeting.
|
COMPANY NUMBER
|
|
ACCOUNT NUMBER
|
||
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual Meeting.
|
||
Electronic Distribution
|
||
If you would like to receive the Company's future proxy statements and annual reports electronically, please visit www.amstock.com.
Click on Shareholder Account Access to enroll. Please enter your account number and tax identification number to log in, then select
Receive Company Mailings via E-mail and provide your e-mail address. If your e-mail address has changed, please re-enroll.
¯ Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. ¯
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED NOMINEES, "FOR" PROPOSALS 2 AND 3, AND "3 YEARS" ON PROPOSAL 4.
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ý
|
|||
1. Election of Directors:
|
3. NON-BINDING, ADVISORY VOTE
To approve the compensation of Central Vermont Public Service Corporation’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, set forth in “Compensation Discussion and Analysis” and in the compensation tables and the accompanying narrative disclosure under “Executive Compensation” in Central Vermont Public Service Corporation’s proxy statement relating to its 2011 Annual Meeting.
* FOR * AGAINST * ABSTAIN
4. NON-BINDING, ADVISORY VOTE
To recommend that a non-binding, advisory vote to approve the compensation of the
Central Vermont Public Service Corporation’s named executive officers be put to
shareholders for their consideration every: one; two; or three years.
* 1 Years * 2 Years * 3 Years * ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other business as
may properly come before the meeting. If any such other business is presented for
action at the meeting, it is the intention of the Proxies to vote all such matters
in accordance with their best judgment.
This proxy when properly executed will be voted in the manner indicated herein by
the undersigned stockholders. If no direction is made, this proxy will be voted "FOR"
the election of all nominees listed, "FOR" proposals 2 and 3, and "3 Years" on
proposal 4.
|
||
* FOR ALL NOMINEES
* WITHHOLD AUTHORITY
FOR ALL NOMINEES
* FOR ALL EXCEPT
(See instructions below)
|
NOMINEES:
|
||
™ Robert B. Johnston
™ Lawrence J. Reilly
™ Elisabeth B. Robert
™ Douglas J. Wacek
|
|||
2. Ratification of the appointment of Deloitte & Touche LLP as
independent registered public accountants for fiscal year ending
December 31, 2011.
* FOR * AGAINST * ABSTAIN
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: ˜
|
|||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes in the registered name(s) on the account may not be submitted via this method.
|
*
|
Signature of Stockholder: Date: Signature of Stockholder: Date:
Note: Please sign exactly as your name(s) appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.
|
|
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOHN M. GOODRICH, JANICE L. SCITES, and WILLIAM J. STENGER as proxies, each with the power to act alone and with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side, all shares of Common Stock of Central Vermont Public Service Corporation held of record by the undersigned on February 24, 2011 at the Annual Meeting of Stockholders to be held May 3, 2011 and at any and all adjournments thereof. The proxies are authorized to vote in their discretion upon such other business as may properly come before the Meeting and any and all adjournments thereof.
As an alternative to completing this form, you may enter your vote instruction by telephone at 1-800-PROXIES, or via the Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the Company Number and Account Number shown on your proxy card.
|
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
|
COMMENTS:
|
U`'UUX._:Y\)^+?C!H]O=R0V>@I*/LUU90&8) M*""5D*Y(;@`84#DCT->P1_&/P-9>)UL->T>>V35HI6T^^8%#<$9+Q21L`RDC MYAG[PW<#;7F7P8^&_P`*O'&HS^._!]KI-S%=2BY?>G`8XY(5ER<<'(/ITXK2 M^,=Q\+_@;X)U/QGINE63ZQ8Z;=W\Y:+=)L2/.2Q)8#Y-@&>YQS0!\S?MX_$_ MP]XW\>V'AOPO,KV^@V\R73(NT?:I)F>0>Y51&F?]C':OG?4+K?E,$\\$56O/ MBEI7BS4;G6I]=C>ZNYWFG\S*%G=BQX;'/K[X4?%'1/B-I6_S-+OXYI(XWVF6,'#IGMN4L MOXT`?HMX<_X)^>/_``#KEN]U\1M6T32-2!6TU721(8#*?NI)M90A/0;L9/`S M7L_AC]F9?&/[/_Q(M(!->Q:9X.U.SN-0F4M]MO#92(JAFR202'ZG;\G7=FO7 M/#/[1.D?`GX#77Q8UV.;Q'X2N=!34M"-K"'FO6F5?(M0HSEY6DC1?=^:\C_8 M2_;Q\1>/V?X&>(_!JWGAGQ@]W)I.L:3I:P)HU[ L7>AW2E9;.ZD@D##!#(Q M4@_B*SBX!(!H`U$\9ZHCC[65F4'G*X/YBMUG6>..>.,LDB!D/L:X:]DVQD@\ MD@5WGA*-=0\-6D^W.%93^#$4`>4V%PT3!2.#T/I6O;W"2+C/(ZBL.W<%?+D& M5[,.HJ9+AK69)P^Y2=K$=QVS0!M,Y#!UD(/;'>I(V)3YL%NN15&65G0/$1N' M*^]3Q7"S1K+&>",T`?JU^PW^T*_B3_@E9JMK?2QWE[X*NY=+CCN%#-;.9(Y; M6=?[I42((SV-L_KD>4?LB_'N7]FGX[?VQXL076A:MJO]G^)HI5R/L "_L*?&N[\)^'/B7\&)[G%GXN\*B\@0OTN]/D^T*1_V[FZ M'OQ71ZO?&]U#=+,9-P_>9.<"@#Q_]K/0%\)?M0_$;PO$N([+QSJL4.#P8Q=R M["/8K@_C7F\TH7`4UWW[4.J2ZI\:]6U::7?+>6UA<3R$\O))8P.[?4LS$UYQ M-*-^!Z4`-O9 2Q3/RL )[WPIK\&N6$A5XPRL,_>C=2CJ?9D9E_&O X8_TJBTA)]>:`%FF#2@D\XK2 @T=F-LW/&\_R%8CRKYQ9F`QQ5NPU>*VC,;C/.1VH`_]D_ ` end
ZT)C[KU.(\.:]>E_LL?';4/V;?VC/!7QRT_>W_",^(+:\N8T.#-;!PLZ9_VHFD0_P"]7EMS MN5EE#$;3R/ZU82X69"A&<\?7_P#73B[`?MA_P6B_:S;_`(5[IG@7P_H4EYX> MO?#0UJ74S*(T,DSK!!\IY(02%B>@+\Y*$5G_`+4OPH\"WO\`P1M\9W_@W3S< M1W6EPWJ7@5B2EO=V\B9)ZXC`.>^":^&_VC_VB=8^//["GPW\6ZD[R7.A:'+X M,U^4O\WDV4UL3*WJS)=6\F3_`'7]*][_`&.?C3JWC']B7X]?LD^/_%$NKQ^$ MO#FHZEH=[))N>>PO;25`O7DP7GV<%O[MT>@4`/7D`_)JZT.#4)F)^5A*-W'W MEZFH=3O0FKBV)`.W^E:=VC1:BT0;&>3@_3_&N8\0W/_%9B`.>+= `Z=XHE\*>++#Q':RE)+#5[2X4@\X0NQ'YS=ZYA/$>CQ>&[0MJEMD6D0?; I^E+;S""0H,%>BGUK-'B'P_DC^VK0GD_\`'PO' M3WJ&+Q1H+S-$=:M!\V1_I*]?SH`](^'_`,0O$.DZ/KO@/[%_:&E7^G3WK:?M MRRRJBB26,=VV(C$=UB/<`CZ(_P"">.KR?"_XT^$/#E[=QW_A'XBZ3>>&[J<\ M^2-1M985@D/\2><\3*?X2H![&OCRV^(VG>%-5L?%NG:O:F73[@2&-+E .O#_`(#^&&G_`!,^&?CFSDL?[16YNM)6\426,JL&$T0W90Y` M+)T[C'2M(OW6@/*-65H]<9&&"<\8Z /M5DOM#T*=9=ZFU;#$]?ECYKS32] M>L+:YENCJ41 $-#1=5MV:*.9&'GKD890._M1=E3MH #?__9 ` end
0#W`8D#\*`(]+MH+/4 M-12&)(@SI)PH7@J!^7RG\!GC&,=J`.3^+E]#!)X3U:+S1]AUV#>QB95$;AE?DC'I0! MZ30!G7W[G6-/E'`E\R`XZDE=X_#Y#^E`"ZDICO\`3[@#@2F-CV`93_[,%'XT M`&NMY=G',.L4\1'XN`?T)H`T*`,SQ1>6FG^'[ZYO[B*VACA8^9*P55...3WS MC'O0!P,FO^)?B2[VGA!9-#\-M\LNM3QE9K@="($/0?[7Z@\$`[+P?X3T;P5H MXL-(A$4>=TLTA!DF;^\[=S^@[4`:?]J6KY%N[7)''[A2XSZ9'`_$T`5;,:DK MS+%;Q06[R%T,S9=<\M\J\= W,;7#,72%_+6.0?*V, M<\%?4]/0T`6+:UAN-"(MX(H'N(,-L7'S8_7F@"[8W"WEE%.JX$J`[3V]10!! MHX^SVTEJQXM9&1?9/O+^2D#\*`*EW>Q_VS;M8XO)EC>.2.&124!VD%LG@<=: M`+OEZA,G[R>*USVB7>P^C-Q_X[0!Y[KMNNG_`!U\(%7E N00W-QID,\:R(UT /\`5+_A0!#_`&;)'Q;:A=PIV7*N!^+*3^M`!_9, Q%`%NUMH+2(16L20Q@D[4&!D]:`):`"@`H`*`$-`!0`4`%``*`%H` M*`"@`H`K:G`;C3KF%5#-)$RJ#ZXX_6@"O9V\MS9PR-J%RRR(K?*%7.1GL,_K M0!5&E6G]M,DZOJ6@6PG29X+B-F\F0%EPPR,CH<9H`G72;83) M,YGE>-MR^9.[*#Z[<[?TH`K^+;NTLO#=_)?7=O9Q-`Z>;/($0$@@#)H`XN]^ M)]YK:_9OAOH%UKDYX-Y.AALXCW! 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