-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HFow/tTQsLPp3hbl85XwMCM3O6FYafB44ctOOZbcEu3+wqps7HQsYZmAFiQ1NZAF 3GAS1zfP/vPl3O/PdE89HA== 0000071180-94-000002.txt : 19940302 0000071180-94-000002.hdr.sgml : 19940302 ACCESSION NUMBER: 0000071180-94-000002 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA POWER CO CENTRAL INDEX KEY: 0000071180 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 880045330 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 34 SEC FILE NUMBER: 001-04698 FILM NUMBER: 94511140 BUSINESS ADDRESS: STREET 1: 6226 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7023675000 MAIL ADDRESS: STREET 1: P O BOX 230 CITY: LAS VEGAS STATE: NV ZIP: 89151 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NEVADA POWER CO DATE OF NAME CHANGE: 19701113 PRE 14A 1 PRELIMINARY PROXY STATEMENT PRELIMINARY NOTICE OF ANNUAL MEETING OF SHAREHOLDERS MAY 6, 1994 TO OUR SHAREHOLDERS: The Annual Meeting of the Shareholders of Nevada Power Company will be held at the Sheraton Desert Inn Country Club, Terrace Room, 3145 Las Vegas Boulevard South, Las Vegas, Nevada, on Friday, May 6, 1994, at 2:00 P.M. for the following purposes: 1. To elect four directors to three-year terms. 2. To consider and act upon any other business that may properly be brought before the meeting. Guest rooms have been reserved at the Sheraton Desert Inn at a special rate for those Nevada Power Company Shareholders who wish to stay Thursday, May 5, 1994. To make room reservations, please call the Sheraton Desert Inn (800) 634- 6906 or (702) 733-4434, and indicate you are attending the Nevada Power Company Shareholders Meeting. The close of business on March 14, 1994 has been fixed as the record date for determining the shareholders entitled to receive notice of and to vote at the Annual Meeting. March 14, l994 Richard L. Hinckley Secretary EVEN IF YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE Location of 1994 Annual Meeting of Shareholders A map of the location of the 1994 Annual Meeting of Shareholders to be held at the Sheraton Desert Inn Country Club in the Terrace Room is included in this space. The map shows the area of Las Vegas, Nevada bordered by Sahara Ave to the North, Tropicana Ave to the South, Interstate 15 to the West and Paradise Road to the East, as well as the relative location of the Las Vegas Convention Center and McCarran International Airport. An enlarged map of the Sheraton Desert Inn property showing various structures is overlaid on the right side of the area map of Las Vegas. PRELIMINARY NEVADA POWER COMPANY 6226 West Sahara Avenue P.O. Box 230 Las Vegas, Nevada 89151 _______________________ PROXY STATEMENT The enclosed proxy for the 1994 Annual Meeting of Shareholders is solicited by the Board of Directors of Nevada Power Company (the "Company") and it may be revoked by written notice to the Secretary of the Company at any time prior to its use. All shares represented by valid proxies on the enclosed form, timely received by the Company, will be voted at the meeting or any adjourned session in the manner directed by the shareholder. If no direction is made, the proxy will be voted "FOR" proposal 1. As of the close of business on March 14, 1994, there were outstanding and entitled to vote 41,603,554 shares of Common Stock. Only holders of Common Stock of record at the close of business on March 14, 1994 will be entitled to vote at the meeting. Each share of the Company's Common Stock is entitled to one vote. The total number of shares represented by individual proxies includes shares, if any, owned by shareholders and credited to their accounts under the Company's Stock Purchase and Dividend Reinvestment Plan. An affirmative vote of a majority of the shares present and voting at the meeting is required for approval of all items being submitted to the shareholders for their consideration. An automated system administered by the Company tabulates the votes. Abstentions are included in the determination of the number of shares present and voting, whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved. The first mailing of the proxy and proxy statement to common shareholders will be on or about March 29, 1994. The cost of soliciting proxies in the enclosed form is being borne by the Company. In addition to solicitation by mail, arrangements have been made with brokerage houses, nominees and other custodians and fiduciaries to send proxy material to their principals and the Company will reimburse them for their reasonable expenses in doing so. Proxies also may be solicited personally or by telephone or telegraph by directors, officers, and a few regular employees of the Company in addition to their usual duties, but they will not be specially compensated for these services. The Company has retained D.F. King & Co., Inc., 77 Water Street, New York, New York 10005 to aid in the solicitation of proxies by similar methods, for which D.F. King & Co., Inc. will receive a fee of $7,000 plus reimbursement of out-of-pocket expenses. ELECTION OF DIRECTORS The Company's Restated Articles of Incorporation currently provide for a classified board consisting of between three and twelve directors. At present, the Board of Directors (sometimes referred to herein as the "Board") consists of eleven members divided into three classes of four, three and four directors, respectively. One class of directors is elected at each Annual Meeting to serve a three-year term. A brief biography of each nominee up for election at the 1994 Annual Meeting is presented below. Management recommends that shareholders vote "FOR" these nominees. 1 The proxies solicited by and on behalf of the Board of Directors of the Company will be voted "FOR" the election of the nominees, unless authority to do so is withheld as provided in the enclosed proxy. Although it is not contemplated that any of the nominees will be unable to serve, in the event any nominee should not be available as a candidate for director at the time of the Annual Meeting, the persons named in the proxy will vote for a substitute who will be designated by the present Board of Directors to fill such vacancy. The following table sets forth biographical information for the four nominees for director and the other directors of the Company. Principal Occupation and Year First Employment for the Past Five Became Director Name Age Years and Other Information /Term Expires - ----------------- --- --------------------------------------- --------------- Nominees for Director: - ---------------------- JOHN L. GOOLSBY 52 President, Chief Executive Officer and 1991/1994 a director of each of The Hughes Corporation and Summa Corporation (land development companies), the principal operating companies of the Howard Hughes Estate. Mr. Goolsby became affiliated with Summa Corporation in l980, and since that time has held various positions with the operating companies of the Howard Hughes Estate. Mr. Goolsby is a director of Bank of America Nevada. Mr. Goolsby is a graduate of the University of Texas at Arlington and a Certified Public Accountant. Member Compensation Committee. Member Nominating Committee. Member Pension Fund Committee. JERRY HERBST 56 Chief Executive Officer of each of 1990/1994 Terrible Herbst, Inc. (gas station, car wash, convenience store chain) and Herbst Supply Co., Inc. (wholesale fuel distribution), family-owned businesses for which he has worked since l959. Mr. Herbst is a general partner of the Gold Coast Hotel & Casino and a director of Bank of America Nevada. Mr. Herbst is a graduate of the University of Southern California. Member Compensation Committee. Member Nominating Committee. Member Pension Fund Committee. 2 Principal Occupation and Year First Employment for the Past Five Became Director Name Age Years and Other Information /Term Expires - ----------------- --- --------------------------------------- --------------- FRANK E. SCOTT 74 Until his retirement in 1988, Chairman 1972/1994 of the Board and Chief Executive Officer of First Western Financial Corporation (holding company of a savings and loan association). Mr. Scott is Chairman of the Board and Chief Executive Officer of Dres Media Corporation (media communication), and is Chairman of the Board of White Plains Resources Corporation (mining). Member Audit Committee. Member Compensation Committee. Member Pension Fund Committee. JELINDO A. TIBERTI 74 Chairman of the Board of J. A. Tiberti 1963/1994 Construction Company, Inc. Mr. Tiberti is a Professional Engineer. Chairman Pension Fund Committee. Member Executive Committee. Member Compensation Committee. Other Directors: - ---------------- FRED D. GIBSON, JR. 66 Chairman, President, Chief Executive 1978/1995 Officer and a director of American Pacific Corporation (manufacture of chemicals and pollution abatement equipment; real estate development). Mr. Gibson has been affiliated with American Pacific Corporation and its predecessor, Pacific Engineering & Production Co., since l956. Mr. Gibson is a graduate of the University of Nevada and holds a degree in Metallurgical Engineering. Chairman Audit Committee. Member Executive Committee. Member Compensation Committee. Member Nominating Committee. 3 Principal Occupation and Year First Employment for the Past Five Became Director Name Age Years and Other Information /Term Expires - ----------------- --- --------------------------------------- --------------- JAMES C. HOLCOMBE 49 President and Chief Operating Officer 1990/1995 of the Company. Mr. Holcombe joined the Company as Executive Vice President on March l, l989 and was elected President and Chief Operating Officer on May 1, l989. Prior to joining the Company, he was Vice President of Resource Development for San Diego Gas and Electric Company. Mr. Holcombe is a graduate of California Polytechnic State University and is a Registered Professional Engineer. Member Executive Committee. CONRAD L. RYAN 69 Elected President of the Company in 1978/1995 1978, Chief Executive Officer of the Company in l979 and Chairman of the Board in l982. Mr. Ryan retired from the Company and from the positions of Chief Executive Officer and Chairman of the Board in l989. Mr. Ryan is a graduate of the University of Utah and a Registered Professional Engineer. Member Executive Committee. Member Audit Committee. ARTHUR M. SMITH 71 Prior to his retirement in 1984, 1959/1995 Chairman of the Board of First Interstate Bank of Nevada, N.A. Mr. Smith is a director of Circus Circus Enterprises (hotel and casino), John Deere Insurance Group and the W. M. Keck Foundation. Chairman Compensation Committee. Member Audit Committee. Member Pension Fund Committee. JAMES CASHMAN III 44 President of Cashman Equipment Company 1981/1996 (heavy construction equipment). Mr. Cashman is a director of Circus Circus Enterprises (hotel and casino). Mr. Cashman is a graduate of Santa Clara University. Chairman Nominating Committee. Member Executive Committee. Member Audit Committee. 4 Principal Occupation and Year First Employment for the Past Five Became Director Name Age Years and Other Information /Term Expires - ----------------- --- --------------------------------------- --------------- MARY LEE COLEMAN 57 President of Coleman Enterprises 1980/1996 (developer of shopping centers and industrial parks). Mrs. Coleman is a graduate of the University of Southern California. Member Audit Committee. Member Pension Fund Committee. CHARLES A. LENZIE 56 Chairman of the Board and Chief 1983/1996 Executive Officer of the Company. Mr. Lenzie joined the Company in 1974 as Vice President-Finance. He was elected Senior Vice President-Finance and Accounting Services in December 1979; President on February l, l983 and Chairman of the Board and Chief Executive Officer on May l, l989. Mr. Lenzie is a director of Bank of America Nevada. Mr. Lenzie is a graduate of the University of Illinois and a Certified Public Accountant. Chairman Executive Committee. 5 COMMITTEES OF THE BOARD OF DIRECTORS The Committees of the Board of Directors are the Executive Committee, the Audit Committee, the Compensation Committee, the Nominating Committee and the Pension Fund Committee. The major functions of these Committees are described briefly below. Executive Committee Except for certain powers which, under Nevada law, may only be exercised by the full Board of Directors, the Executive Committee may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Company. Audit Committee The Audit Committee recommends to the Board of Directors the appointment of the independent public accountants. The Audit Committee reviews and considers the comments from the independent public accountants with respect to internal accounting controls and the consideration given or corrective action taken by management to weaknesses, if any, in internal controls. The Audit Committee discusses matters of concern to the Committee, the independent public accountants or management relating to the Company's financial statements or other results of the audit. It also meets with the Company's Director of Internal Audit regarding internal auditing matters and controls. Compensation Committee The Compensation Committee reviews and recommends to the Board compensation for officers. Nominating Committee The Nominating Committee is empowered to consider and review the qualifications of potential nominees for directors and to recommend to the Board of Directors a slate of nominees for election as directors at the Annual Meeting of Shareholders and, when vacancies occur, candidates for election by the Board of Directors. The Committee will consider nominees recommended by shareholders; written recommendations must be received by the Secretary of the Company not less than thirty days nor more than sixty days prior to the meeting at which directors are to be elected. Pension Fund Committee The Pension Fund Committee oversees the investment of the assets of the Company's Qualified Retirement Plan. MEETINGS, ATTENDANCE AND COMPENSATION During 1993, the Company's Board of Directors and the Executive Committee each met 11 times, the Audit Committee 2 times, the Compensation Committee 4 times and the Pension Fund Committee and the Nominating Committee each met once. During 1993, John L. Goolsby attended 72% of the aggregate meetings of the Board of Directors and Committees on which he served. All other directors attended at least 75% of these meetings. 6 No director who receives a salary from the Company is paid any fees to serve as a director or as a member of any committee of the Board of Directors. Those directors not receiving salaries from the Company (the "Outside Directors") are paid an annual fee of $20,000 plus $1,000 for each directors' meeting attended; an annual fee of $10,000 for serving on the Executive Committee; $1,000 per meeting attended for serving on the Audit Committee, the Compensation Committee, the Nominating Committee, or the Pension Fund Committee and an additional $400 per meeting for serving as Committee Chairman. In addition, the Company has purchased a $20,000 term life insurance policy for each of the Outside Directors. SECURITY OWNERSHIP OF MANAGEMENT The following table presents certain information regarding the Company's Common Stock beneficially owned by each director, the Chief Executive Officer and the four other most highly compensated executive officers of the Company for the year 1993, and all directors and executive officers of the Company as a group as of December 31, 1993: Amount and Nature of Beneficial Percent of Name Ownership Class - ----------------------------------------------- ------------ ---------- James Cashman III ........................ 6,282(1) .015% Mary Lee Coleman ......................... 323,585(2) .778% Fred D. Gibson, Jr. ...................... 6,681(3) .016% John L. Goolsby........................... 1,501(4) .004% Jerry Herbst.............................. 5,000(1) .012% James C. Holcombe ........................ 3,432(1)(12) .009% Charles A. Lenzie ........................ 8,576(5)(12) .021% Conrad L. Ryan ........................... 10,199(1) .025% Frank E. Scott ........................... 5,060(1) .012% Arthur M. Smith .......................... 1,200(6) .003% Jelindo A. Tiberti ....................... 2,000(7) .005% David G. Barneby ......................... 3,335(8)(12) .008% Cynthia K. Gilliam ....................... 2,018(9)(12) .005% Steven W. Rigazio......................... 4,049(10)(12) .010% All Directors & Executive Officers as a Group (16 individuals)(13).............. 386,009(11)(12) .928% ___________ (1) Held in shareholder's name. (2) 156,889 shares held in shareholder's name; balance held in family trust. (3) 4,600 shares held in street name; balance held in shareholder's name. (4) 1,500 shares held in street name; balance held in shareholder's name. (5) 5,345 shares held in street name; balance held in shareholder's name. (6) 1,000 shares held in street name; balance held in family trust. (7) 1,250 shares held in street name; balance held in name of controlled corporation. 7 (8) 1,136 shares held in street name; 1,817 shares held in shareholder's name; balance held in trust. (9) 360 shares held in street name; balance held in shareholder's name. (10) 515 shares held in shareholder's name; balance held in family trust. (11) Includes 750 shares held in the name of controlled corporation; 15,191 shares held in street name; 171,728 shares held in trust and 198,340 shares held in shareholders' names. (12) Of the shares shown, all of the shares beneficially owned by Mr. Holcombe, 1,256 shares beneficially owned by Mr. Lenzie, 764 shares beneficially owned by Mr. Barneby, 680 shares beneficially owned by Mrs. Gilliam, 515 shares beneficially owned by Mr. Rigazio, and 8,822 of the shares beneficially owned by all directors and executive officers as a group are held in the Company's 401(k) Plan for the benefit of such shareholders. These shares are fully vested. All shares of Company Common Stock held in the Company's 401(k) Plan are subject to shared voting power with the trustee of the 401(k) Plan. (13) None of the directors or executive officers own any of the Company's outstanding Cumulative Preferred Stock or Preference Stock. The management of the Company does not know of any shareholder holding more than 5% of the Company's Common Stock. 8 EXECUTIVE COMPENSATION The following table summarizes the total compensation of the Chief Executive Officer and the four other most highly compensated executive officers of the Company for the year 1993, as well as the total compensation paid to each such individual for the Company's two previous years. SUMMARY COMPENSATION TABLE (7) Annual Compensation ------------------------------------ Name and Principal Other Annual All Other Position(6) Year Salary Bonus(1) Compensation(2) Compensation(3) - --------------------- ---- --------- -------- -------------- --------------- Charles A. Lenzie 1993 $ 311,923 $ 98,256 $ 5,917 $ 7,075 Chairman of the 1992 271,434 113,393 4,002 8,104 Board and Chief 1991 263,781 13,121 4,191 7,913 Executive Officer, Director James C. Holcombe 1993 247,160 77,855 11,686 7,075 President and Chief 1992 223,976 92,776 9,940 6,418 Operating Officer, 1991 215,494 10,735 9,538 5,394 Director David G. Barneby 1993 134,958 25,373 7,985 3,868 Vice President, 1992 130,235 35,791 5,060 3,756 Power Delivery 1991 116,768 3,868 5,648 3,503 Cynthia K. Gilliam(4) 1993 130,548 24,021 8,955 3,964 Vice President, 1992 117,732 24,278 4,580 3,468 Retail Customer 1991 100,844 2,280 6,910 3,005 Operations Steven W. Rigazio(5) 1993 127,374 23,947 8,384 3,744 Vice President 1992 100,665 21,665 8,025 2,969 Finance and Plan- 1991 83,010 1,974 5,507 2,536 ning, Treasurer, Chief Financial Officer (1) Amounts awarded under the Executive Performance Incentive Plan for the respective fiscal years. (2) These amounts represent the personal use of Company automobiles and reimbursement for payment of taxes thereon. (3) These amounts represent the Company's contribution to the Company's 401(k) Plan. (4) Cynthia K. Gilliam was elected Vice President, Customer Service January 1, 1992. She was Vice President, Human Resources during 1991. (5) Steven W. Rigazio was elected Vice President and Treasurer, Chief Financial Officer March 5, 1992. He was Vice President - Planning during 1991. (6) Current positions reflect new organizational structure approved by the Board of Directors on October 14, 1993. 9 (7) The number and value of the aggregate performance restricted shares under the Company's Long-Term Incentive Plan as of December 31, 1993, are 4,963 shares and $119,732 for Mr. Lenzie; 4,061 shares and $97,972 for Mr. Holcombe; 1,191 shares and $28,733 for Mr. Barneby; 1,065 shares and $25,693 for Mrs. Gilliam; and 930 shares and $22,436 for Mr. Rigazio, respectively. LONG-TERM INCENTIVE PLAN - AWARDS IN LAST FISCAL YEAR Estimated Future Payouts under Performance Non-Stock Price-Based Plans or Other Period ---------------------------------------- Until Maturation Threshold Target Maximum Name or Payout (#) (#) (#) - -------------------- ---------------- ------------ ------------ ------------ Charles A. Lenzie... Three Years 2,328 shares 4,656 shares 5,820 shares James C. Holcombe... Three Years 1,905 shares 3,810 shares 4,763 shares David G. Barneby.... Three Years 559 shares 1,117 shares 1,396 shares Cynthia K.Gilliam... Three Years 500 shares 999 shares 1,249 shares Steven W. Rigazio... Three Years 436 shares 872 shares 1,090 shares The Company's Long-Term Incentive Plan (LTIP) gives participants the opportunity to earn awards based on the Company's performance over a three-year performance period. The performance period for the 1993 LTIP awards (Awards) began January 1, 1993 and ends December 31, 1995. The Awards of LTIP incentive compensation units (Units) earned by the named executive officers will be determined at the end of the three-year performance period based on the ranking of the Company's total shareholder return (i.e., stock price appreciation plus reinvested dividends) in comparison to the Merrill Lynch Electric Utilities Index (Index). Common stock of the Company at the rate of one share per Unit earned will be paid to LTIP participants at the end of the performance period. Participants would earn a percentage of the Award based on the percentile rank of the Company's total shareholder return in comparison to the Index, as follows: Percentile Rank of Company Percentage of Award Earned -------------------------- -------------------------- Less than 40th 0 40th 50% 50th 75% 60th 90% 75th 100% 90th 125% 10 COMPENSATION COMMITTEE REPORT The Compensation Committee of the Board of Directors (the "Committee") is responsible for establishing the philosophy for compensating the Company's executives and ensuring that all aspects of the Executive Compensation Program are administered consistent with the philosophy. During 1993, the Committee met four times. This report describes the Committee's decisions during 1993 in determining the compensation earned by the Chief Executive Officer (the "CEO"), and all other officers as a group. The Omnibus Budget Reconciliation Act of 1993 contained provisions on the deductibility of executive compensation. All compensation paid to the CEO and other proxy-named executives for 1993 is fully deductible. It is the Committee's intention to maintain the complete deductibility in the future, however, we reserve the right to deviate from this policy when and if we determine it is in the best interests of the Company and its shareholders to do so. The Company has retained the services of Towers Perrin, a compensation consulting firm, to assist the Committee in connection with the performance of its various duties. Towers Perrin has been retained in this capacity since 1990. Towers Perrin provides advice to the Committee with respect to the reasonableness of compensation paid to the officers of the Company. Overall Objectives The primary objective of the Executive Compensation Program is to motivate the officers to achieve the Company's goals of providing the Company's shareholders with a competitive return on their investment while at the same time providing its customers with high quality service at a competitive price. The compensation philosophy, therefore, bases a significant portion of each officer's total compensation on the achievement of these goals. Compensation Philosophy The Executive Compensation Program is reviewed on an annual basis to ensure its alignment with the Company's compensation philosophy. To retain and attract an experienced results-oriented team, the Company's compensation philosophy is to provide a total compensation opportunity between the median and 75th percentile in comparison to both regulated and nonregulated businesses. Each year, the Committee reviews data from the Edison Electric Institute (the "EEI") survey of electric utilities and Towers Perrin's annual management compensation survey. In the following performance graph on page 13, the Company's total return to shareholders is compared to that of the 65 electric utilities comprising the Solomon Electric Utilities Index and the S&P 500 Stock Index. The overwhelming majority of the companies in the Solomon Electric Utilities Index participate in the EEI survey database. The companies in the Towers Perrin survey parallel the type and mix of companies comprising the S&P 500 Stock Index. The Executive Compensation Program for the officers of the Company is comprised of base salary, annual performance-related awards and a long-term incentive plan. Annual base salary increases reflect the individual's performance and contribution over several years. Annual incentive awards vary directly with annual corporate performance for the CEO and the Chief Operating Officer (the "COO"). Corporate performance is weighted 60% and individual goal achievement is weighted 40% for all other officers. Individual officer goals are established annually in support of the corporate performance goals. The long- 11 term incentive plan approved by the Company's shareholders in 1993 provides officers with the opportunity to earn shares of common stock based on the Company's total return to shareholders compared to a peer group of electric utilities. The remainder of this report discusses the administration of the 1993 Executive Compensation Program with respect to the CEO and the other officers as a group. 1993 Base Salary The 1993 base salaries of the CEO and other officers as a group were established by the Committee taking into account salary trends and the individual's performance. The 1993 base salaries of the CEO and the other officers as a group represent 75% and 78% of their total compensation respectively. The CEO's salary was increased 15% and all other officers as a group by an average of 13% over their 1992 levels. For 1993, the CEO's salary was at the median for comparable positions in the electric utility industry. 1993 Incentive Awards The corporate component of the 1993 incentive awards was based on three corporate performance goals weighted as follows-- corporate earnings, 50%; customer satisfaction, 30%; and cost control, 20%. Specific corporate performance goals were established at the beginning of the year. The CEO and COO's 1993 annual incentive award is based entirely on the three corporate goals. Achievement of the corporate performance goals and individual goals were evaluated and taken into consideration in determining 1993 annual incentive awards for all other officers. The 1993 incentive award earned by the CEO was 32% of salary. This award reflected the Company exceeding its corporate earnings and cost control goals, while the targeted level of customer satisfaction, as determined by the results of an independent customer satisfaction survey, was not achieved. The incentive awards for all other officers as a group was an average of 22% of salary. Under the provisions of the Company's Long-Term Incentive Plan, the officers of the Company were granted a total number of 13,181 stock units. The CEO's grant of 4,656 stock units was based on the Company's philosophy of providing the opportunity to earn total compensation between the 50th and 75th percentile of regulated and nonregulated businesses. The actual number of stock units earned by the CEO and all officers as a group will be determined in 1996 based on the Company's total shareholders return as compared to a peer group of electric utilities for the period 1993-1995 or such other measure as the Committee deems appropriate. COMPENSATION COMMITTEE Arthur M. Smith Fred D. Gibson, Jr. John L. Goolsby Jerry Herbst Frank E. Scott Jelindo A. Tiberti 12 PERFORMANCE GRAPH The following graph shows a five-year comparison of cumulative total returns for the Company's common stock, the S&P 500 Stock Index, the Merrill Lynch Electric Utilities Index and the Solomon Electric Utilities Index. The Merrill Lynch Electric Utilities Index no longer appears to meet the criteria of a published industry index under the Securities and Exchange Commission's rules. Therefore, going forward, the Company has chosen to compare itself to the Solomon Electric Utilities Index. Comparison of Five-Year Cumulative Total Return Among Nevada Power Company Common Stock (NPC), S&P 500 Stock Incex (S&P 500), Merrill Lynch Electric Utilities Index (Merrill) & Solomon Electric Utilities Index (Solomon) Measurement Period (Fiscal Year Covered) NPC S&P 500 Merrill Solomon - --------------------- ------- ------- ------- ------- Measurement Pt. - 12/31/88 $100 $100 $100 $100 Fiscal Year Ended - 12/31/89 $135 $132 $133 $132 Fiscal Year Ended - 12/31/90 $124 $127 $135 $134 Fiscal Year Ended - 12/31/91 $119 $166 $174 $173 Fiscal Year Ended - 12/31/92 $157 $179 $186 $186 Fiscal Year Ended - 12/31/93 $171 $197 $207 $208 Assumes $100 invested on 12/31/88 in Nevada Power Company common stock, S&P 500 Stock Index, Merrill Lynch Electric Utilities Index and Solomon Electric Utilities Index with dividend reinvestment over period. 13 RETIREMENT BENEFITS The Company's Qualified Retirement Plan (the "Retirement Plan") for salaried employees provides noncontributory benefits based upon both years of service and the employee's highest consecutive 5-year average annual compensation. Annual compensation includes salary and bonus amounts paid as shown in the Summary Compensation Table. The credited years of service under the Retirement Plan at December 31, 1993 for each of the individuals listed in the above table are as follows: Charles A. Lenzie, 18 years; James C. Holcombe, 4 years; David G. Barneby, 26 years; Cynthia K. Gilliam, 18 years; and Steven W. Rigazio, 8 years. The Retirement Plan includes an early retirement option under which a covered employee may receive an actuarially reduced benefit upon early retirement between ages 55 and 65. The following table presents the noncontributory annual benefits payable for life under the Retirement Plan to employees, assuming normal retirement at age 65 in the current year under a single life annuity benefit. The amounts shown below represent the application of the Retirement Plan formula to the amounts of compensation and years of service shown. The amounts do not include Social Security benefits upon retirement. Benefits payable under the Retirement Plan must be in compliance with the applicable guidelines or maximums prescribed in the Employees Retirement Income Security Act of 1974 as currently stated or as adjusted from time to time. Maximum Annual Benefit for Specific Years of Credited Service at Retirement Highest ---------------------------------------------------------- Consecutive 5-Year Average Earnings 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years - ------------------ -------- -------- -------- -------- -------- -------- $150,000 ........ $38,876 $51,834 $ 64,793 $ 77,751 $ 90,710 $103,668 200,000 ........ 52,376 69,834 87,293 104,751 118,800 118,800 250,000 ........ 64,245 87,834 109,793 118,800 118,800 118,800 300,000 ........ 64,245 87,834 109,793 118,800 118,800 118,800 350,000 ........ 64,245 87,834 109,793 118,800 118,800 118,800 The Company has adopted a Supplemental Executive Retirement Plan (the "SERP") in addition to the regular Retirement Plan. Participation is limited to such officers as the Board of Directors may select. Presently, 27 active or retired designated officers and managers, including the five highest paid officers of the Company, participate in the SERP. Each selected participant who retires on or after age 62 with at least 25 years of service will receive a SERP retirement benefit equivalent to 60% of their highest consecutive 3-year average annual earnings reduced by the Retirement Plan benefit. Annual earnings include wages, salary, bonus earned and the value of all other compensation amounts as shown in the Summary Compensation Table. Reduced benefits apply to participants who retire with less than 25 years of service or before age 62. The credited years of service under the SERP at December 31, 1993 for each of the individuals listed in the above table are as follows: Charles A. Lenzie, 19 years; James C. Holcombe, 7 years; David G. Barneby, 27 years; Cynthia K. Gilliam, 19 years; and Steven W. Rigazio, 9 years. The following table sets forth, by example, maximum annual benefits upon retirement on or after age 62 under the combined regular Retirement Plan and the SERP. The amounts shown below represent the application of the SERP formula to the highest consecutive 3-year average annual earnings and years of service shown. 14 Maximum Annual Benefit for Specific Years of Service at Retirement Highest Consecutive ----------------------------------------- 3-Year Average Earnings 15 Years 20 Years 25 Years - ---------------------------- --------- --------- --------- $150,000 .............. $ 67,500 $ 78,750 $ 90,000 200,000 .............. 90,000 105,000 120,000 250,000 .............. 112,500 131,250 150,000 300,000 .............. 135,000 157,500 180,000 350,000 .............. 157,500 183,750 210,000 RETIREMENT PLAN FOR OUTSIDE DIRECTORS The Company has established a Retirement Plan for the Outside Directors (the "RPOD"). The RPOD provides a maximum annual life benefit equivalent to the annual fee being paid to the Outside Director at the date of retirement. With respect to an Outside Director first elected after May 11, 1990, receipt of the maximum annual life benefit under the RPOD is subject to (a) minimum service for 5 years as an Outside Director and (b) retirement on or before the first day of the month following such Outside Director's 72nd birthday. The annual benefit received by an Outside Director elected after May 11, 1990, who has met the minimum 5-year service requirement, will be reduced by $500 for each year such Outside Director retires after their 65th birthday but prior to their 72nd birthday. 15 SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors has selected Deloitte & Touche as the Company's independent public accountants for 1994 at the recommendation of the Audit Committee. Representatives of Deloitte & Touche will be present at the 1994 Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. SUBMISSION OF SHAREHOLDER PROPOSALS Shareholders are advised that any shareholder proposal intended for consideration at the 1995 Annual Meeting must be received by the Company on or before November 14, 1994 to be included in the proxy materials for the 1995 Annual Meeting. It is recommended that shareholders submitting proposals direct them to the Secretary of the Company and utilize Certified Mail-Return Receipt Requested. ANNUAL REPORT For further information with respect to the Company, reference is made to the 1993 Annual Report of the Company, a copy of which has been mailed to all shareholders of the Company. OTHER MATTERS The management knows of no matters to be presented at the meeting other than those mentioned above. However, if any other matters do properly come before the meeting, it is intended that the shares represented by proxies will be voted with respect thereto in accordance with the judgment of the persons voting thereon. Richard L. Hinckley Secretary Las Vegas, Nevada March 14, l994 16 1993 ANNUAL MEETING MINUTES Copies of the minutes of the Company's 1993 Annual Meeting of Shareholders and/or the Company's 1993 Annual Report on Form 10-K, including the financial statements and the schedules thereto filed with the Securities and Exchange Commission for the Company's most recent fiscal year, will be furnished upon written request to shareholders without charge. A copy may be obtained by writing to Shareholder Services, Nevada Power Company, P.O. Box 230, Las Vegas, Nevada 89151. 17 APPENDIX A LIST OF GRAPHIC AND IMAGE MATERIAL 1. Map of the location of the 1994 Annual Meeting of Shareholders. See the page following the Notice of Annual Meeting of Shareholders for a description of the map. 2. Performance Graph. See page 13 of the Proxy Statement for a description of the Performance Graph in tabular form. 18 PRELIMINARY March 14, l994 Dear Shareholder: You are cordially invited to attend the Annual Meeting of Shareholders of Nevada Power Company to be held at 2:00 P.M. on May 6, 1994, at the Sheraton Desert Inn Country Club, Terrace Room, 3145 Las Vegas Boulevard South, Las Vegas, Nevada. Your Board of Directors looks forward to greeting personally those shareholders able to attend. At the meeting, you will be asked to vote in the election of four directors to three-year terms. Whether or not you plan to attend, it is important that your shares are represented at the meeting. Accordingly, you are requested to promptly vote, sign, date and mail the attached proxy in the envelope provided. Thank you for your consideration and continued support. Very truly yours, Charles A. Lenzie Chairman of the Board and Chief Executive Officer - --------------------------------------------------------------------------- PROXY CARD FRONT - -------------------------------------------------------------------------------- DETACH HERE Date:__________________________, 1994 _____________________________________ (Signature) _____________________________________ (Signature) (Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on this card. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please give FULL title.) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNING SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. --------------------------------- Reserved Area (Front & Back) --------------------------------- (TO BE VOTED ON REVERSE SIDE) BACK - -------------------------------------------------------------------------------- NEVADA POWER COMPANY PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS May 6, 1994 The signing shareholder hereby appoints Charles A. Lenzie, Mary Lee Coleman and Conrad L. Ryan, or any one of them, with full power of substitution, the attorneys and proxies of the signing shareholder to vote all shares of Common Stock of the Company which the signing shareholder is entitled to vote at the annual meeting of Nevada Power Company to be held on May 6, 1994, at 2:00 p.m. and at any and all adjournments of such meeting. (1) ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY ___ to three-year terms below ___ (except as marked to vote for all to the contrary below) nominees listed below (INSTRUCTION: To withhold authority to vote for any individual nominee strike a line through the nominee's name in the list below.) John L.Goolsby Jerry Herbst Frank E. Scott Jelindo A. Tiberti (2) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. (TO BE SIGNED ON REVERSE SIDE) -----END PRIVACY-ENHANCED MESSAGE-----