-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M7VtrfAwSSE+V0Dt9p5Qn5CS3HX9YMAdvxn5TiXUKIub4GTKLz4LxwE3zEPoT6bh i8MwyAGDtEegZn6fhoWEeg== 0000065984-97-000022.txt : 19970329 0000065984-97-000022.hdr.sgml : 19970329 ACCESSION NUMBER: 0000065984-97-000022 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970328 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135550175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11299 FILM NUMBER: 97566791 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045295262 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 DEF 14A 1 Notice of Annual Meeting of Stockholders New Orleans, Louisiana March 28, 1997 To the Stockholders of ENTERGY CORPORATION: Notice is hereby given that the Annual Meeting of Stockholders of Entergy Corporation will be held in the auditorium of the Pennington Biomedical Research Center, 6400 Perkins Road, Baton Rouge, Louisiana 70808, on Friday, May 9, 1997, at 10 a.m., Central Daylight Time, for the following purposes: (1) To elect a Board of Directors for the ensuing year; (2) To ratify the appointment by the Board of Directors of the firm of Coopers & Lybrand L.L.P. as independent accountants of the Corporation for the year 1997; (3) To transact such other business as may properly come before the meeting and any adjournment or adjournments thereof. Only stockholders of record as of the close of business on March 17, 1997, are entitled to notice of and to vote at the meeting. A badge for admission may be obtained at the registration desk at the meeting. Stockholders whose shares are held in "street name", i.e., in a brokerage account, must present a letter from their broker indicating ownership of Entergy Corporation's Common Stock as of March 17, 1997. Stockholders who will not attend the meeting in person and wish their stock voted are urged to fill in, sign, date, and return the accompanying proxy. A return envelope, on which United States postage has been prepaid, is enclosed for mailing proxies to Entergy Corporation. /s/ Michael G. Thompson Michael G. Thompson Secretary PROXY STATEMENT The accompanying proxy is solicited by the Board of Directors of the Corporation (either the "Board of Directors" or the "Board") for use at the Annual Meeting of Stockholders to be held in the auditorium of the Pennington Biomedical Research Center, 6400 Perkins Road, Baton Rouge, Louisiana on Friday, May 9, 1997, at 10 a.m., Central Daylight Time, and at any adjournments of the meeting (the "Annual Meeting"). The entire cost of the solicitation of proxies will be borne by Entergy Corporation (the "Corporation"). Solicitations will be made primarily by mail, except that, if necessary to obtain reasonable representation of stockholders at the meeting, proxies will also be solicited at nominal cost by telephone or telefax by employees of the Corporation's service subsidiary, Entergy Services, Inc. Additional solicitation of proxies will be made in the same manner under the special engagement and direction of Morrow & Co., Inc., at a cost to the Corporation of approximately $12,500, plus out-of-pocket expenses. The Corporation may reimburse brokerage houses and other custodians, nominees, or fiduciaries for their expenses in sending proxy material to their principals. Shares represented at the meeting by properly executed proxies in the accompanying form will be voted at the meeting or at any adjournments thereof. Where the stockholder specifies a choice by means of the ballot spaces provided on the proxy, the shares will be voted in accordance with the specifications so made. If no directions are given by the stockholder, the proxy will be voted in the manner specified on the proxy. Any proxy delivered pursuant to this solicitation may be revoked by delivery to the Corporation of a written notice of revocation or of a later-dated proxy, or by voting in person at the meeting. This Proxy Statement and the form of proxy are first being sent or given to stockholders of the Corporation on or about March 28, 1997. Voting Securities Outstanding and Voting Rights Only stockholders of record as of the close of business on March 17, 1997, are entitled to notice of and to vote at the meeting. As of February 28, 1997, the record date, there were 235,117,712 outstanding shares of common stock, par value $.01, (the "Common Stock"). In accordance with the Delaware General Corporation law, each stockholder has one vote per share on all business conducted at the Annual Meeting. In addition, Delaware law requires the presence in person or by proxy of a majority of the outstanding shares of Common Stock entitled to vote to constitute a quorum to convene the Annual Meeting. Accordingly, abstentions and broker non-votes are counted in determining the presence of a quorum. Directors are elected by a plurality of the votes represented at the Annual Meeting. All other actions, including the ratification of the appointment of independent accountants, require the affirmative vote of a majority of the shares represented at the Annual Meeting. The information provided below is based upon Schedule 13Gs filed with the Securities and Exchange Commission (SEC) reflecting beneficial ownership of 5 percent or more of the Corporation's Common Stock as of December 31, 1996. The beneficial owners named below have certified that the shares held were acquired in the ordinary course of business, that such acquisition was not for the purpose of, and does not have the effect of, changing or influencing the control of the Corporation, and that such shares were not acquired in connection with or as a participant in any transaction having such purpose or effect.
Name and Address of Amount and Nature of Percent Beneficial Owner Beneficial Ownership of Class Barrow, Hanley, Mewhinney & Strauss, Inc. ("BHM&S") 16,401,450(1) 7.19% One McKinney Plaza 3232 McKinney Avenue, 15th Floor Dallas, Texas 75204-2429 Franklin Resources, Inc ("FRI") 13,527,506(2) 5.90% 777 Mariners Island Blvd. P.O. Box 7777 San Mateo, CA 94403-7777 (1) Of the 16,401,450 shares, BHM&S has sole voting power as to all shares, and shared voting power as to 12,472,900 shares. (2) FRI has no voting and investment power with respect to such shares and disclaims beneficial ownership. These shares are beneficially owned by one or more open and closed investment companies or other managed accounts which are advised by the direct and indirect investment advisory subsidiaries of FRI. Those advisor subsidiaries, Franklin Advisors, Inc., Templeton Global Advisors, Limited, Templeton/Franklin Investment Services, Inc., Templeton Investment Management (Australia) Limited, Templeton Investment Counsel, Inc., and Franklin Mutual Advisors, Inc., have sole voting and investment power of 8,369,000, 4,949,300, 171,040, 35,400, 1,650, and 1,116 shares respectively. Election of Directors Currently the Board of Directors consists of 15 members. At the Annual Meeting, 14 directors of the Board are to be elected to serve for the ensuing year commencing May 9, 1997. The Corporation's Certificate of Incorporation provides that the Board shall consist of at least 9, but no more than 19 directors, the exact number to be fixed by the Board. Mr. Shackelford has reached the Corporation's mandatory retirement age of 70 and is not standing for reelection to the Board. Accordingly, the Board will set the number of members at 14 effective as of the Annual Meeting. Directors are elected annually to serve a term of one year until the next Annual Meeting of Stockholders or until a successor is elected and qualified. Except where authority to vote for one or more nominee(s) is withheld, Edwin Lupberger, Dr. Paul W. Murrill, and Eugene H. Owen, the persons named as proxies in the enclosed proxy, will vote all shares represented by an executed proxy equally for the election of the nominees listed below. The Corporation is not aware of any reason why any of the nominees would be unavailable to stand for election or to serve if elected. In case any nominee should become unavailable for election as a director, the proxies will also have discretionary authority to vote for a substitute. Nominees Certain information regarding each nominee for director is given below, based on information supplied by such nominee, including name and age as of December 31, 1996, positions currently held with the Corporation, principal occupation now and for the past five years, and any directorships in public companies. W. FRANK BLOUNT Age 58 Director Since 1987 Sydney, Australia Chief Executive Officer of Telstra Communications Corporation (Australian telecommunications company) since 1992. Group President, Communications Products, AT&T Company, 1989 to 1992. Director of First Union National Bank, Atlanta, Georgia, LXE Incorporated, and Caterpillar, Inc. Chairman of National Advisory Group for the National Technical Institute of the Deaf; Vice Chairman of the National Advisory Board of Georgia Institute of Technology; Executive Vice President of the A. G. Bell Association for the Deaf; member of Board of Trustees of the Rochester Institute of Technology; and member of the Business Council of Australia. JOHN A. COOPER, JR. Age 58 Director Since 1985 Bella Vista, Arkansas Chairman of the Board of Cooper Communities, Inc. (recreational and retirement community development) and of COFAM, Inc. Director of Wal-Mart Stores, Inc., and J. B. Hunt Transport Services, Inc. Honorary Director of First National Bank of Sharp County (Arkansas). LUCIE J. FJELDSTAD Age 52 Director Since 1992 Portland, Oregon President - Video and Networking Division of Tektronix, Inc. (electronic instrumentation and printer manufacturer), since January 1995. Vice President and General Manager, Multimedia, IBM Corporation (computer company), 1992 to 1993; President, Multimedia and Education Division of IBM Corporation, 1990 to 1992. Director of Bolt, Beranek & Newman, Inc., and The GAP, Inc. Member of the Board of Regents for Santa Clara University and member of the Board of Trustees for the University of California at Los Angeles. DR. NORMAN C. FRANCIS Age 65 Director Since 1994 New Orleans, Louisiana President of Xavier University of Louisiana, New Orleans, Louisiana. Director of The Equitable Life Assurance Society of the United States, First National Bank of Commerce, New Orleans, Louisiana, The Foundation for the Mid-South, and the Advisory Board of The Times Picayune Publishing Co. Chairman of the Board of Liberty Bank and Trust Company, New Orleans, Louisiana. Member of the Board of the Carnegie Foundation for the Advancement of Teaching; Chairman of the Board for the Southern Education Foundation, Atlanta, Georgia; Fellow, The American Academy of Arts and Sciences, Cambridge, Massachusetts; Member of the Board of Brandeis University, Waltham, Massachusetts; Member of the Board of the National Foundation for Improvement in Education; and Former Chairman of the Board of Trustees, Educational Testing Service, Princeton, New Jersey. ROBERT v.d. LUFT Age 61 Director Since 1992 Chadds Ford, Pennsylvania Chairman of Dupont Dow Elastomers, since 1996. Retired Senior Vice President - DuPont and President - DuPont Europe (industrial products, fibers, petroleum, chemicals, and specialty products businesses), 1993 to 1996. Senior Vice President - DuPont Chemicals, 1990 to 1993. Member of the Board of Visitors, School of Engineering, University of Pittsburgh. EDWIN LUPBERGER Age 60 Director Since 1985 New Orleans, Louisiana Chairman of the Board, Chief Executive Officer, and President of the Corporation. Chairman of the Board and Chief Executive Officer of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., principal operating subsidiaries. Chairman of the Board of System Energy Resources, Inc., a nuclear generating subsidiary, and Entergy Operations, Inc., a nuclear management service subsidiary. Chairman of the Board of Entergy Services, Inc. Chairman of the Board and President of Entergy Enterprises, Inc., a non- utility subsidiary. Chief Executive Officer of Entergy Power, Inc., Entergy Power Development Corporation, and Entergy-Richmond Power Corporation. Chief Executive Officer of Entergy Pakistan, Ltd. and Entergy Power Asia, Ltd., also subsidiaries. Director of First Commerce Corporation, First National Bank of Commerce, and International Shipholding Corporation, New Orleans, Louisiana, and Pennington Biomedical Research Foundation. Member of Board of Trustees of Millsaps College and of Board of Administrators of Tulane University. Chairman of the Foundation for the Mid- South and Chairman of the U. S. Chamber of Commerce. ADM. KINNAIRD R. MCKEE Age 67 Director Since 1990 USN (Ret.) Oxford, Maryland Director of PECO Energy Company (formerly Philadelphia Electric Company). Former Superintendent of the United States Naval Academy. Former Commander of the United States Third Fleet. Former Director of Navy Nuclear Propulsion. DR. PAUL W. MURRILL Age 62 Director Since 1993 Baton Rouge, Louisiana Retired Chairman of the Board and Chief Executive Officer of Entergy Gulf States, Inc. Chairman of the Board of Piccadilly Cafeterias, Inc., Baton Rouge, Louisiana, since 1993. Director of ChemFirst, Inc., Tidewater, Inc., Zygo Corporation, and Howell Corporation. Chairman of Trustees, Burden Foundation; member of Advisory Board, Oak Ridge National Laboratories; and Consulting Editor, Instrument Society of America. JAMES R. NICHOLS Age 58 Director Since 1986 Boston, Massachusetts Partner, Nichols & Pratt (family trustees), Attorney and Chartered Financial Analyst. Director of United Business Services, Inc. Life Trustee of the Boston Museum of Science. EUGENE H. OWEN Age 67 Director Since 1993 Baton Rouge, Louisiana Chairman and President of Utility Holdings, Inc. (holding company for Baton Rouge Water Company, Parish Water Company, Inc., and Louisiana Water Company). Chairman and Chief Executive Officer of Owen and White, Inc. (engineering consulting firm), Baton Rouge, Louisiana. President of Parish Water Company Inc.; President of Baton Rouge Water Company, and Louisiana Water Company, Baton Rouge, Louisiana. Member, Board of Directors, Our Lady of the Lake Regional Medical Center, Baton Rouge, Louisiana. JOHN N. PALMER, SR. Age 62 Director Since 1992 Jackson, Mississippi Chairman of the Board and Chief Executive Officer of Mobile Telecommunication Technologies Corp. Director of Deposit Guaranty National Bank, Jackson, Mississippi. Director and former President of the University of Mississippi Foundation. Director of the Foundation for the Mid-South, Jackson, Mississippi. Member of the Board of Trustees, Millsaps College. National Trustee, National Symphony Orchestra, Washington, D.C. ROBERT D. PUGH Age 67 Director Since 1977 Portland, Arkansas Chairman of the Board of Portland Gin & Warehouse, Inc. (agricultural and agri-business company), Portland Bank, and Portland Bankshares, Inc., Portland, Arkansas. Director of Winrock International; former Chairman of the Board of Trustees of the University of Arkansas; former President of Cotton Council International; and Board of Trustees of Chatham Hall School, Chatham, Virginia. WM. CLIFFORD SMITH Age 61 Director Since 1983 Houma, Louisiana President of T. Baker Smith & Son, Inc. (consultants- civil engineering and land surveying). Director of American Bancshares of Houma, Inc. (banking). BISMARK A. STEINHAGEN Age 62 Director Since 1993 Beaumont, Texas Chairman of the Board of Steinhagen Oil Company, Inc. (oil and gasoline distributor), Beaumont, Texas. Certain Transactions During 1996, T. Baker Smith & Son, Inc. performed land surveying services for, and received payments of approximately $63,000 from, Entergy Louisiana, Inc. Mr. Wm. Clifford Smith, a director of the Corporation, is President of T. Baker Smith & Son, Inc. Mr. Smith's children own 100% of the voting stock of T. Baker Smith & Son, Inc. Other than as provided under applicable corporate laws, the Corporation does not have policies whereby transactions involving executive officers and directors and the Corporation are approved by a majority of disinterested directors. However, pursuant to the Corporation's Code of Conduct, transactions involving the Corporation and its executive officers must have prior approval by the next higher reporting level of that individual, and transactions involving the Corporation and its directors must be reported to the Secretary of the Corporation. Share Ownership of Directors and Officers The directors, nominees for director, the executive officers named in the Summary Compensation Table below, and all directors, nominees for director, and executive officers of the Corporation as a group beneficially owned directly or indirectly the following shares of Common Stock.
As of December 31, 1996 Entergy Corporation Common Stock Amount and Nature Amount and Nature of Beneficial of Beneficial Ownership (a) Ownership (a) Sole Voting Other Sole Voting Other and Beneficial and Beneficial Investment Ownership Investment Ownership Name Power(b) (c) Name Power(b) (c) Michael B. Bemis** 11,480 10,000 James R. Nichols* 5,078 - W. Frank Blount* 4,434 - Eugene H. Owen* 3,092 - John A. Cooper, Jr.* 6,934 - John N. Palmer, Sr.* 16,481 - Lucie J. Fjeldstad * 3,384 - Robert D. Pugh* 6,700 6,500(d) Dr. Norman C. Francis * 1,200 - H. Duke Shackelford* 8,750 4,950(d) Donald C. Hintz** 8,779 7,500 Wm. Clifford Smith* 5,600 - Jerry D. Jackson** 11,615 14,411 Bismark A. Steinhagen* 7,637 - Robert v.d. Luft* 3,684 - Edwin Lupberger*** 34,392 41,324(d) Jerry L. Maulden** 25,015 20,000 Adm. Kinnaird R. McKee* 2,467 - Dr. Paul W. Murrill* 2,917 - All directors, nominees, and 263,181 149,685 executive officers
* Director of the Corporation and Nominee ** Officer of the Corporation *** Officer, Director, and Nominee of the Corporation (a) Based on information furnished by the respective individuals. The ownership amounts shown for each individual and for all directors, nominees, and executive officers as a group do not exceed one percent of the outstanding securities of any class of security so owned. (b) Includes all shares as to which the individual has the sole voting and investment power. (c) Includes, for the named persons, shares of the Common Stock in the form of unexercised stock options awarded pursuant to the Equity Ownership Plan as follows: Mr. Bemis, 10,000 shares; Mr. Hintz, 7,500 shares; Mr. Jackson, 14,411 shares; Mr. Lupberger, 38,824 shares; and Mr. Maulden, 20,000 shares. (d) Includes, for the named persons, shares of the Common Stock held by their spouses or, in Mr. Shackelford's case, the estate of his spouse. The named persons disclaim any beneficial ownership in these shares as follows: Mr. Lupberger, 2,500 shares; Mr. Pugh, 6,500 shares; and Mr. Shackelford, 4,950 shares. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act and Section 17(a) of the Public Utility Holding Company Act of 1935, as amended, require the Corporation's officers, directors, and persons who own more than 10% of a registered class of the Corporation's equity securities to file reports of ownership and changes in ownership concerning the securities of the Corporation and its subsidiaries with the SEC and to furnish the Corporation with copies of all Section 16(a) and 17(a) forms they file. Kaneaster Hodges, Jr., a director who retired in August 1996, inadvertently filed late a Form 4 concerning his sale of 150 shares of Common Stock in January 1997, and Duke Shackelford, also a director, inadvertently filed late a Form 4 concerning his wife's purchase of 1,000 shares of Common Stock in July 1995. Both of these transaction have now been reported. In addition, Terry L. Ogletree, an officer, inadvertently failed to report on his 1996 Form 5 the grant of 25,000 stock options. This transaction has now been reported. Meetings and Committees of the Board of Directors The Board of Directors of the Corporation has seven standing committees. Audit Committee. Committee members are Mrs. Fjeldstad (Chairperson), Messrs. Owen, Pugh, and Shackelford, and Adm. McKee. The Audit Committee discusses with the independent accountants of the Corporation the accountants' general findings as to accounts, records, and systems of internal control of the Corporation and its subsidiaries and consults with the accountants on any matter that the Committee may deem relevant to the audit or that the accountants may desire to bring to the attention of the Audit Committee. The Committee reports to the Board of Directors the results of these discussions and makes recommendations. This Committee held five meetings in 1996. Executive Committee. Committee members are Messrs. Lupberger (Chairman), Blount, Luft, and Palmer, and Dr. Murrill. The Executive Committee, during the intervals between the meetings of the Board of Directors, may, except as expressly limited by state law, exercise all powers of the Board of Directors in the management and direction of the business affairs of the Corporation. The Committee is required to report all of its actions to the Board of Directors which may revise the same. This Committee held four meetings in 1996. Finance Committee. Committee members are Messrs. Luft (Chairman), Palmer, Nichols, and Steinhagen and Mrs. Fjeldstad. The Finance Committee reviews the Corporation's financial and budgetary policies and cash flow projections, makes policy recommendations to the Board of Directors with respect to the sale of securities, and reviews the Corporation's banking and other financial policies. This Committee held five meetings in 1996. Personnel Committee. Committee members are named below under "Personnel Committee Interlocks and Insider Participation." The Personnel Committee reviews major employee relations matters, employment practices and compensation, including employee benefit plans. The Committee reviews the performance of the Corporation's officers and makes recommendations concerning compensation of such officers to the Board of Directors. This Committee held five meetings in 1996. Nuclear Committee. Committee members are Adm. McKee (Chairman), Messrs. Luft and Smith, and Dr. Murrill. The Nuclear Committee provides non-management oversight and review of Arkansas Nuclear One, Grand Gulf, River Bend, and Waterford 3 Steam Electric Generating Station, focusing on safety, operating performance, costs of operations, staffing, and training. The Committee interfaces on a regular basis with the Corporation's senior nuclear management to maintain an awareness of current internal and external nuclear related issues affecting the nuclear facilities of the Corporation. The Committee reports to the Board of Directors with respect to major organizational and operational aspects of the Corporation's nuclear facilities directed toward maintaining or improving safe, cost effective, and efficient operations. This Committee held four meetings in 1996. Public Affairs Committee. Committee members are Messrs. Palmer (Chairman), Shackelford, Smith, and Steinhagen, and Dr. Francis. The Public Affairs Committee provides advice and counsel to management with respect to governmental, regulatory, and public relations matters. The Committee makes recommendations to the Board of Directors with respect to the Corporation's position on public policy issues and to the Corporation's commitment to equal opportunity in all corporate relationships. This Committee held five meetings in 1996. Director Affairs Committee. Committee members are Dr. Murrill (Chairman) and Messrs. Blount, Cooper, and Pugh. The Director Affairs Committee provides advice and counsel to the Board concerning all matters regarding the Board, including committee memberships, compensation, and performance. In addition, the committee searches for and screens new nominees for director. The Committee was formed on May 17, 1996 and held two meetings in 1996. In 1996, there were eight meetings of the Board of Directors. During 1996, all directors attended at least 75% of the total number of meetings of the Board of Directors and the committees on which they served. Compensation of Directors Directors of the Corporation who are not otherwise employees of the Corporation or its subsidiaries are paid a fee of $1,500 for attendance at meetings of the Board of Directors, $1,000 for attendance at meetings of committees of the Board, $2,000 for attendance of committee meetings that are scheduled during a time or at a location not in association with a scheduled Board of Directors meeting, and $1,000 for participation on behalf of the Corporation in any inspection trip or conference not held on the same day as a Board or committee meeting. Committee chairpersons are paid an additional $3,000 annually for their committee duties. All nonemployee directors are also compensated on a quarterly basis in the form of fixed awards of 150 shares of Common Stock pursuant to the Directors Plan. In addition, directors receive in cash one-half the value of the quarterly awards of Common Stock. During a portion of 1996, nonemployee outside directors who served on the Board of Entergy Enterprises, Inc. were granted 50 shares of Common Stock, and cash equal to one-half the value of the Common Stock. Nonemployee directors, who retired prior to 1996, with a minimum of five years of service on the Board of Directors, are paid 100% of their annual retainer at retirement for a term corresponding to the number of years of service or until death, whichever occurs first. Retired nonemployee directors with over ten years of service receive a lifetime benefit. Nonemployee directors whose service terminates on or after May 1, 1996 are not eligible for retirement compensation and participate in the Service Recognition Program ("Program"). Under the terms of the Program, each director is credited with 800 phantom shares of Common Stock for each year of service on the Board of Directors up to a maximum of ten years. Upon termination of service, a director will receive in cash for five consecutive years the value of one-fifth of the director's accumulated share total based on the value of the shares at the time of payment in each of the five years. Upon termination of service, a director may defer the valuation and receipt of his payments for five or more years. In 1985, Entergy Gulf States, Inc.("Entergy Gulf States") established a non qualified deferred compensation plan for its officers and nonemployee directors. Under this plan, a director could defer a maximum 100% of his compensation, and an officer could defer up to a maximum of 50% of his compensation. Both Dr. Murrill, as an officer, and Mr. Steinhagen, as a director, participated in this plan. The deferred compensation, which is held in the general funds of the Corporation, accrues simple interest compounded annually at the rate set by the compensation committee of Entergy Gulf States in 1985 for that year's deferrals. The plan provides that a participant that was 54 or younger at the time of his deferral would receive, in years 8-11 of the plan, interim annual installments equal to his deferral. During 1996, Dr. Murrill and Mr.Steinhagen received their last interim deferral. In addition, on January 1 following the year that Dr. Murrill attains the age of 65, he will receive an annual benefit for 15 years; and on January 1 following the year that Mr.Steinhagen attains the age of 70, he will receive an annual benefit for 10 years. On certain occasions, the Corporation provides personal transportation services for the benefit of nonemployee directors. During 1996, the value of such transportation services provided by the Corporation to all directors was approximately $21,000. Personnel Committee Interlocks and Insider Participation Messrs. Owen (Chairman), Blount, Cooper, and Nichols, and Dr. Francis served during 1996 as members of the Personnel Committee of the Board of Directors. None of these persons during 1996, or prior to 1996, was an officer or employee of the Corporation or any of its subsidiaries. Report of Personnel Committee on Executive Compensation The Personnel Committee of the Board of Directors of the Corporation is responsible for, among other things, reviewing and recommending to the Board of Directors the adoption, or amendment1, of the various compensation, incentive, and benefit plans as well as programs maintained for officers and other key employees of the Corporation. The Committee takes an active role in executive compensation by recommending to the Board of Directors executive compensation levels. The Corporation has established its executive compensation programs to provide competitive rewards intended to attract, retain, and motivate key employees critical to the success of the Corporation. The Corporation has historically used similarly-sized electric utility companies as the peer group for assessing the competitiveness of its compensation programs. The seventeen electric utility companies in this compensation peer group are selected based on revenue size. With the growth of the Corporation to one of the largest in the industry, the Committee also uses a selected group of similar-sized telecommunications companies as an additional peer group for assessing the competitiveness of the executive compensation programs. These peer groups are utilized for all components of compensation including base, annual incentives, and long-term incentives. The executive total compensation package is targeted at the median of total compensation within the peer groups, with incentive plans designed to enable executive compensation to exceed the peer group median based on Board-approved performance targets. The total executive compensation package consists of the following four major components. Base Salary Base salary is set through a comparison with companies in the compensation peer groups. The Board of Directors granted Mr. Lupberger a 1996 increase as reflected in the "Summary Compensation Table." Benefits and Perquisites Employee benefits are provided such as pension, medical insurance, life insurance, and long-term disability insurance, which provide for income continuation and protection against dissipation of income for unexpected reasons, and special executive remuneration including perquisites. Annual Incentive Compensation Annual incentive compensation is based on the attainment of key strategic goals and objectives including net cash flow, controlling operation and maintenance costs, electric generation, employee satisfaction, and customer service measures. These measures have varying weights and are specifically tailored to each executive's responsibilities. Portions of these annual awards are made in cash, the remainder is through the use of stock options. Stock option grants are considered on an annual cycle, in January of each year, based on the Corporation's prior year performance as reviewed by the Committee, including specific threshold performance measures. Long-Term Incentive Compensation Long-term incentive compensation opportunities are tied to long- term shareholder value. In 1996, the Board of Directors adopted a three year Long-Term Incentive Plan which spans the 1996-1998 performance period. Under this Long-Term Plan, the company must achieve pre-set levels of performance against a selected group of other companies in the area of total return to shareholders over the three year performance period. Total Compensation Mr. Edwin Lupberger, Chairman, President and Chief Executive Officer of the Corporation, participated in each compensation component in the following distribution in 1996: Salary 55% Bonus 34% Other Annual Compensation 9% Long-Term Incentive Compensation 0% All Other Compensation 2% Mr. Lupberger's total 1996 compensation level was below the target compensation level when compared to the compensation peer group companies. Members of the Personnel Committee: Eugene H. Owen, Chairman W. Frank Blount John A. Cooper, Jr. Norman C. Francis James R. Nichols The report of the Personnel Committee above and the Corporate Performance Graph below shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, (collectively the "Acts"), except to the extent the Corporation specifically incorporates such information by reference, and shall not otherwise be deemed filed under such Acts. Corporate Performance The following graph compares the performance of the Common Stock of the Corporation to the S&P 500 Index and the S&P Electric Utilities Index (each of which includes the Corporation) for the last five years. Years Ended December 31 1991 1992 1993 1994 1995 1996 Entergy $100 $117 $133 $87 $125 $126 S&P 500 (1) $100 $108 $118 $120 $165 $202 S&P EUI (1) $100 $106 $119 $103 $136 $135 Assumes $100 invested on December 31, 1991, in Entergy Corporation Common Stock, the S&P 500, and the S&P Electric Utilities Index, and reinvestment of all dividends. (1) Cumulative total returns calculated from the S&P 500 Index and S&P Electric Utilities Index maintained by Standard & Poor's Corporation. Executive Compensation Summary Compensation Table The following table includes the Chief Executive Officer, as well as the four most highly compensated executive officers (collectively the "Named Executive Officers") based on total annual base salary and bonuses from all Corporation sources awarded to, earned by, or paid to each such officer during 1996.
Long-Term Compensation Annual Compensation Awards Payouts (b) Restricted Securities (c) (d) (a) Other Annual Stock Underlying LTIP All Other Name and Principal Position Year Salary Bonus Compensation Awards Options Payouts Compensation Edwin Lupberger 1996 $ 735,577 $ 448,794 $123,601 (e) 10,000 shares $ 0 $23,567 Chairman of the Board, 1995 700,000 568,400 89,163 (e) 60,000 781,337 21,000 President, and Chief 1994 681,539 218,789 93,816 (e) 10,000 139,525 20,446 Executive Officer Donald C. Hintz 1996 $ 343,269 $ 231,299 $12,516 (e) 5,000 shares $ 0 $14,197 Executive Vice President and 1995 325,000 265,049 13,394 (e) 30,000 409,414 9,750 Chief Nuclear Officer 1994 320,769 142,749 52,389 (e) 5,000 48,379 9,710 Jerry D. Jackson 1996 $ 332,115 $ 209,489 $37,928 (e) 5,000 shares $ 0 $13,862 Executive Vice President - 1995 325,000 256,838 43,054 (e) 30,000 422,438 9,750 External Affairs 1994 323,711 106,155 29,598 (e) 5,000 56,550 9,634 Jerry L. Maulden 1996 $ 435,000 $ 260,301 $27,056 (e) 5,000 shares $ 0 $14,550 Vice Chairman 1995 435,000 353,220 26,248 (e) 30,000 422,438 13,050 1994 426,134 135,962 63,994 (e) 5,000 56,550 12,859 Michael B. Bemis 1996 $ 297,115 $ 168,125 $43,884 (e) 5,000 shares $ 0 $12,813 Executive Vice President - 1995 290,000 216,909 22,844 (e) 27,500 294,282 12,063 Retail Services 1994 288,846 76,923 32,940 (e) 2,500 28,275 8,596
(a) Includes bonuses earned pursuant to the Annual Incentive Plan. (b) Amounts used in the calculation of perquisites were previously reported in the column titled "All Other Compensation". (c) Amounts include the value of restricted shares that vested in 1996, 1995, and 1994 (see note (e) below) under the Equity Ownership Plan. (d) Includes the following: (1) 1996 employer contributions to the Defined Contribution Restoration Plan as follows: Mr. Hintz $5,798; Mr. Jackson $5,463; Mr. Lupberger $17,567; Mr. Maulden $8,550; and Mr. Bemis $4,414. (2) 1996 employer contributions to the Employee Stock Ownership Plan as follows: Mr. Hintz $3,899; Mr. Jackson $3,899; Mr. Lupberger $1,500; Mr. Maulden $1,500; and Mr. Bemis $3,899. (3) 1996 employer contributions to the Entergy Savings Plan as follows: Mr. Hintz $4,500; Mr. Jackson $4,500; Mr. Lupberger $4,500; Mr. Maulden $4,500; and Mr. Bemis $4,500. (e) Restricted stock awarded under the Equity Ownership Plan will vest at the end of a three-year period subject to the attainment of approved performance goals. Restricted stock awards in 1996 are reported under the "Long-Term Incentive Plan Awards" table, and reference is made to this table for information on the aggregate number of restricted shares awarded during 1996 and the vesting schedule for such shares. Accumulated dividends are paid on restricted stock when vested. The value of stock for which restrictions were lifted in 1996, 1995, and 1994, and the applicable portion of accumulated cash dividends, are reported in the LTIP Payouts column in the above table. Option Grants in 1996 The following table summarizes option grants during 1996 to the Named Executive Officers.
Individual Grants Potential Realizable % of Total Value Number of Options at Assumed Annual Securities Granted to Exercise Rates of Stock Underlying Employees Price Price Appreciation Options in (per Expiration for Option Term(b) Name Granted (a) 1996 share)(a) Date 5% 10% Edwin Lupberger 10,000 12.1% $ 29.375 01/25/06 $184,738 $ 468,162 Michael B. Bemis 5,000 6.1% 29.375 01/25/06 92,369 234,081 Donald C. Hintz 5,000 6.1% 29.375 01/25/06 92,369 234,081 Jerry D. Jackson 5,000 6.1% 29.375 01/25/06 92,369 234,081 Jerry L. Maulden 5,000 6.1% 29.375 01/25/06 92,369 234,081
(a) Options were granted on January 25, 1996, pursuant to the Equity Ownership Plan. All options granted on this date have an exercise price equal to the closing price of Common Stock on the New York Stock Exchange Composite Transactions on January 25, 1996. These options became exercisable on July 25, 1996. (b) Calculation based on the market price of the underlying securities assuming the market price increases over a ten-year option period and assuming annual compounding. The columns present estimates of potential values based on simple mathematical assumptions. The actual value, if any, a Named Executive Officer may realize is dependent upon the market price on the date of option exercise. Aggregated Option Exercises in 1996 and December 31, 1996 Option Values The following table summarizes the number and value of all unexercised options held by the Named Executive Officers. In 1996, no options were exercised by any Named Executive Officers. Number of Securities Value of Unexercised Underlying Unexercised Options In-the-Money Options as of December 31, 1996 as of December 31, 1996(a) Name Exercisable Unexercisable Exercisable Unexercisable Edwin Lupberger 48,824 50,000 $42,500 $ 337,500 Michael B. Bemis 15,000 25,000 10,625 168,750 Donald C. Hintz 22,500 25,000 21,250 168,750 Jerry D. Jackson 19,411 25,000 0 168,750 Jerry L. Maulden 25,000 25,000 21,250 168,750 (a) Based on the difference between the closing price of Common Stock granted on the New York Stock Exchange Composite Transactions on December 31, 1996, and the option exercise price. Long-Term Incentive Plan Awards in 1996 The following Table summarizes awards of restricted shares of Common Stock under the Equity Ownership Plan in 1996 to the Named Executive Officers. Estimated Future Payouts Under Non-Stock Price-BasedPlans(a)(b) Number Performance Period Until of Maturation or Payout Name Shares Threshold Target Maximum Edwin Lupberger 60,000 1/1/96-12/31/98 20,000 40,000 60,000 Jerry L. Maulden 37,500 1/1/96-12/31/98 12,500 25,000 37,500 Michael B. Bemis 30,000 1/1/96-12/31/98 10,000 20,000 30,000 Donald C. Hintz 30,000 1/1/96-12/31/98 10,000 20,000 30,000 Jerry D. Jackson 30,000 1/1/96-12/31/98 10,000 20,000 30,000 (a) Restricted shares awarded will vest at the end of a three-year period, subject to the attainment of approved performance goals for Entergy. Restrictions are lifted based upon the achievement of the cumulative result of these goals for the performance period. The value any Named Executive Officer may realize is dependent upon both the number of shares that vest and the future market price of Common Stock. (b) The threshold, target, and maximum levels correspond to the achievement of 50%, 100%, and 150%, respectively, of Equity Ownership Plan goals. Achievement of a threshold, target, or maximum level would result in the award of the number of shares indicated in the respective column. Achievement of a level between these three specified levels would result in the award of a number of shares calculated by means of interpolation. Pension Plan Tables Retirement Income Plan Table Annual Covered Years of Service Compensation 15 20 25 30 35 $100,000 $ 22,500 $30,000 $37,500 $45,000 $52,500 200,000 45,000 60,000 75,000 90,000 105,000 300,000 67,500 90,000 112,500 135,000 157,500 400,000 90,000 120,000 150,000 180,000 210,000 500,000 112,500 150,000 187,500 225,000 262,500 850,000 191,250 255,000 318,750 382,500 446,250 The Corporation has a Retirement Income Plan (a defined benefit plan) that provides a benefit for employees at retirement from the Corporation based upon (1) generally, all years of service beginning at age 21 through termination, with a forty-year maximum, multiplied by (2) 1.5% , multiplied by (3) the final average compensation. Final average compensation is based on the highest consecutive 60 months of covered compensation in the last 120 months of service. The normal form of benefit for a single employee is a lifetime annuity and for a married employee is a 50% joint and survivor annuity. Other actuarially equivalent options are available to each retiree. Retirement benefits are not subject to any deduction for Social Security or other offset amounts. The amount of the Named Executive Officers' annual compensation covered by the plan, as of December 31, 1996, is represented by the salary column in the Summary Compensation Table. The credited years of service under the Retirement Income Plan, as of December 31, 1996, for the following Named Executive Officers were: Mr. Bemis 14 and Mr. Maulden 31. The credited years of service under the Retirement Income Plan, as of December 31, 1996, for the following Named Executive Officers, as a result of entering into supplemental retirement agreements, were as follows: Mr. Hintz 25; Mr. Jackson 17; and Mr. Lupberger 33. The maximum benefit payable under the Retirement Income Plan is limited by Sections 401 and 415 of the Internal Revenue Code of 1986, as amended; however, the Corporation has adopted a pension equalization plan. Under this plan, certain executives, including the Named Executive Officers, would receive an additional amount equal to the benefit that would have been payable under the Retirement Income Plan, except for the limitations. In addition to the Retirement Income Plan discussed above, the Corporation offers the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries (SRP) and the Post-Retirement Plan of Entergy Corporation and Subsidiaries (PRP). Participation is limited to one of these two plans and is at the invitation of the Corporation. The participant may receive from the Corporation a monthly benefit payment not in excess of .025 (under the SRP) or .0333 (under the PRP) times the participant's average basic annual salary (as defined in the plans) for a maximum of 120 months. Mr. Hintz has entered into a SRP participation contract, and each of the other Named Executive Officers have entered into PRP participation contracts. Current estimates indicate that the annual payments to a Named Executive Officer under the above plans would be less than the payments to that officer under the System Executive Retirement Plan discussed below. System Executive Retirement Plan Table (1) Annual Covered Years of Service Compensation 10 15 20 25 30+ $ 200,000 $60,000 $90,000 $100,000 $110,000 $120,000 300,000 90,000 135,000 150,000 165,000 180,000 400,000 120,000 180,000 200,000 220,000 240,000 500,000 150,000 225,000 250,000 275,000 300,000 600,000 180,000 270,000 300,000 330,000 360,000 700,000 210,000 315,000 350,000 385,000 420,000 1,000,000 300,000 450,000 500,000 550,000 600,000 ___________ (1) Benefits shown are based on a target replacement ratio of 50% based on the years of service and covered compensation shown. The benefits for 10, 15, and 20 or more years of service at 45% and 55% replacement levels would decrease (in the case of 45%) or increase (in the case of 55%) by the following percentages: 3.0%, 4.5%, and 5.0%, respectively. In 1993, the Corporation adopted the System Executive Retirement Plan (SERP). The SERP is an unfunded defined benefit plan offered at retirement to certain senior executives, which would currently include all the Named Executive Officers. Participating executives choose, at retirement, between the retirement benefits paid under provisions of the SERP or those payable under the executive retirement benefit plans discussed above. Covered pay under the SERP includes final annual base salary (see the Summary Compensation Table for the base salary covered by the SERP as of December 31, 1996) plus the Target Incentive Award (i.e., a percentage of final annual base salary) for the participant in effect at retirement. Benefits paid under the SERP are calculated by multiplying the covered pay times target pay replacement ratios (45%, 50%, or 55%, dependent on job rating at retirement) that are attained, according to plan design, at 20 years of credited service. The target ratios are increased by 1% for each year of service over 20 years, up to a maximum of 30 years of service. In accordance with the SERP formula, the target ratios are reduced for each year of service below 20 years. The credited years of service under this plan are identical to the years of service for the Named Executive Officers (other than Mr. Bemis and Mr. Jackson) disclosed above in the Retirement Income Plan Table discussion. Mr. Bemis and Mr. Jackson have 24 years and 23 years, respectively, of credited service under this plan. The normal form of benefit for a single employee is a lifetime annuity and for a married employee is a 50% joint and survivor annuity. All SERP payments are guaranteed for ten years. Other actuarially equivalent options are available to each retiree. SERP benefits are offset by any and all defined benefit plan payments from the Corporation and from prior employers. SERP benefits are not subject to Social Security offsets. Eligibility for and receipt of benefits under any of the executive plans described above are contingent upon several factors. The participant must agree that, without the specific consent of the Corporation, he may take no employment after retirement with any entity that is in competition with or similar in nature to the Corporation or any affiliate thereof. Eligibility for benefits is forfeitable for various reasons, including violation of an agreement with the Corporation, resignation or termination of employment for any reason without company permission. Appointment of Independent Accountants It is intended that, unless otherwise specified by the stockholders, votes will be cast pursuant to the proxies hereby solicited in favor of the ratification of the appointment by the Board of Directors of Coopers & Lybrand L.L.P. as independent accountants of the Corporation for the year 1997. Coopers & Lybrand has acted for the Corporation in this capacity since 1994. Coopers & Lybrand had acted for the Corporation's operating subsidiary, Entergy Gulf States, Inc., in this capacity since 1933. Coopers & Lybrand does not have any relationship with the Corporation or any of its subsidiaries except as disclosed above. A representative of Coopers & Lybrand will be present at the meeting to respond to appropriate questions and will have an opportunity to make a statement, if such representative desires. Stockholder Proposals for 1998 Meeting Each eligible holder of shares of Common Stock of the Corporation intending to present a proposal in accordance with the rules of the SEC for consideration at the Annual Meeting of Stockholders of the Corporation to be held in 1998 and desiring that such proposal be considered for inclusion in the Corporation's proxy statement and proxy for that meeting is advised that such proposal must be received by the Corporation at its principal offices not later than November 28, 1997. Under the Bylaws of the Corporation, stockholders must give the Corporation advance notice of proposed nominees for director and of proposed business to be conducted at the meeting not less than 60 days nor more than 85 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. In the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of the date on which such notice or public disclosure of the date of the meeting was given or made. Other Business The Board of Directors does not intend to bring any business before the meeting other than the matters referred to in this Proxy Statement and is not aware of any other matters that may be brought before the meeting. However, if any other matters properly come before the meeting, it is intended that the persons named in the accompanying proxy will vote pursuant to the proxy in accordance with their judgment on such matters. By order of the Board of Directors, /s/ Edwin Lupberger Edwin Lupberger Chairman of the Board, President, and Chief Executive Officer Dated: March 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----