SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant x
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Check the appropriate box:
o
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Preliminary proxy statement. | o | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)). | |||
x
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Definitive proxy statement. | |||||
o
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Definitive additional materials. | |||||
| o | Soliciting material pursuant to Section 240.14a-12 | |||||
(Great Plains Energy Incorporated)
Payment of filing fee (check the appropriate box):
| x | No fee required. | |||
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
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| o | 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, or the form or schedule and the date of its filing. |
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| (4) | Date Filed: |
GREAT PLAINS ENERGY INCORPORATED
1201 WALNUT
KANSAS CITY, MISSOURI 64106-2124
March 21, 2005
Dear Shareholder:
We are pleased to invite you to the Annual Meeting of
Shareholders of Great Plains Energy Incorporated (Great Plains
Energy or the Company). The meeting will be held at
10:00 a.m. (Central Daylight Time) on Tuesday, May 3,
2005, at The Discovery Center, 4750 Troost,
Kansas City, Missouri. At this meeting, you will be asked
to elect eleven directors and ratify the appointment of
independent auditors for 2005.
The attached Notice of Annual Meeting and Proxy Statement
describe the business to be transacted at the meeting. Your vote
is important. Please review these materials and vote your shares.
We hope you and your guest will be able to attend the meeting.
Registration and refreshments will be available starting at
9:00 a.m.
Sincerely,
Michael J. Chesser
Chairman of the Board
GREAT PLAINS ENERGY INCORPORATED
1201 Walnut
Kansas City, Missouri 64106-2124
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
|
Date:
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Tuesday, May 3, 2005 | |
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Time:
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10:00 a.m. (Central Daylight Time) | |
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Place:
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The Discovery Center | |
| 4750 Troost | ||
| Kansas City, Missouri 64110 |
| The Discovery Center is accessible to all shareholders. Shareholders with special assistance needs should contact the Corporate Secretary, Great Plains Energy Incorporated, 1201 Walnut, Kansas City, Missouri 64106-2124, no later than Friday, April 29, 2005. |
CONTENTS
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i
1
GREAT PLAINS ENERGY INCORPORATED
PROXY STATEMENT
This proxy statement and accompanying proxy card are being
mailed, beginning March 21, 2005, to owners of the common
stock of Great Plains Energy for the solicitation of proxies by
the Great Plains Energy Board of Directors (“Board”)
for the 2005 Annual Meeting of Shareholders (“Annual
Meeting”). The Board encourages you to read this document
carefully and take this opportunity to vote on the matters to be
decided at the Annual Meeting.
HOUSEHOLDING DISCLOSURE STATEMENT
Great Plains Energy shareholders that share the same last name
and household mailing address with multiple accounts will
receive a “single” copy of shareholder documents
(annual report, proxy statement, prospectus or other information
statement) unless Great Plains Energy is instructed otherwise.
Each registered shareholder will continue to receive a separate
proxy card. Additional copies of these documents will be
delivered promptly upon written request to the Corporate
Secretary at 1201 Walnut, Kansas City, Missouri 64106-2124 or
oral request by calling our toll-free number 1-800-245-5275.
Shareholders that elect not to participate and would prefer to
receive a separate copy of the proxy statement should contact
Great Plains Energy in writing or by calling our toll-free
number 1-800-245-5275.
VOTING PROCEDURES
Your vote is very important. Your shares can only be
voted at the Annual Meeting if you are present or represented by
proxy. Whether or not you plan to attend the Annual Meeting, you
are encouraged to vote by proxy to assure that your shares will
be represented. You may revoke your proxy at any time by:
•
written notice to the Corporate Secretary;
•
submission of a proxy bearing a later date; or
•
casting a ballot during the Annual Meeting proceedings.
Properly executed proxies received by the Corporate Secretary
before the close of voting at the Annual Meeting will be voted
according to the directions provided. If a proxy is returned
without shareholder directions, the shares will be voted as
recommended by the Board.
Who can vote? Shareholders who own shares of Great Plains
Energy’s common stock as of the close of business on
February 25, 2005, are entitled to vote at the meeting or
any postponements or adjournments. On that day, approximately
74,438,825 shares of common stock were eligible to vote.
Each share is entitled to one vote on each matter presented at
the Annual Meeting.
2
Cumulative voting is allowed with respect to the election of
directors. This means each shareholder has a total vote equal to
the number of shares they own multiplied by the number of
directors to be elected. These votes may be divided among all
nominees equally or may be voted for one or more of the nominees
either in equal or unequal amounts. If votes for a certain
director nominee are withheld, those votes will be distributed
equally among the remaining director nominees. Withholding
authority to vote for all director nominees has the same effect
as abstaining from voting for any director nominee. If no
instructions are given, the shares will be voted equally for the
election of all directors. The eleven nominees with the highest
number of votes will be elected.
On all other matters, a majority of the votes present at the
meeting is required for approval.
How do I vote? Other than by attending the Annual Meeting
and voting in person, there are three ways registered
shareholders may vote their shares:
•
By Mail
•
By Telephone
•
By Internet
To vote by mail, simply mark, sign and date the proxy
card and return it in the postage-paid envelope provided. To
vote by telephone or Internet, 24 hours a day,
7 days a week, refer to your proxy card for voting
instructions. If you hold your shares through a broker, bank or
other nominee, you will receive separate instructions from the
nominee describing how to vote your shares. If you are an
employee participating in Great Plains Energy’s Employee
Savings Plus Plan, you will receive separate instructions from
Marshall & Ilsley Trust Company n.a., describing
how to vote your shares.
What shares are included on the proxy card? The proxy
card represents all the shares registered to your account
including all shares held in your Great Plains Energy Dividend
Reinvestment and Direct Stock Purchase Plan account.
How are votes counted? The Annual Meeting will be held if
a quorum, consisting of a majority of outstanding shares of
common stock entitled to vote, is represented. Broker non-votes,
votes withheld and abstentions will be counted for purposes of
determining whether a quorum has been reached.
Is my vote confidential? Great Plains Energy has a policy
of voting confidentiality. Proxies, ballots and voting
tabulations are available for examination only by the
independent Inspector of Election and Tabulators. Your vote will
not be disclosed to the Board or management of Great Plains
Energy except as may be required by law and in other limited
circumstances.
Who will solicit proxies? The cost of solicitation will
be borne by Great Plains Energy. In addition to the use of the
mails, proxies may be solicited in person, by telephone,
facsimile or other electronic means by the directors, officers
and employees of Great Plains Energy without additional
compensation. Morrow & Co., Inc., 445 Park Avenue, New
York, New York 10022, has been retained by Great Plains Energy
to assist in the distribution of proxy materials and
solicitation of votes for a fee of $6,500 plus reimbursement of
out-of-pocket expenses.
3
CORPORATE GOVERNANCE
Great Plains Energy’s business, property and affairs are
managed under the direction of the Board. This is in accordance
with Missouri General and Business Corporation Law and Great
Plains Energy’s Articles of Incorporation and By-Laws.
Although directors are not involved in the day-to-day operating
details, they are kept informed of Great Plains Energy’s
business through written reports and documents regularly
provided to them. In addition, directors receive operating,
financial and other reports presented by the Chairman and other
officers of Great Plains Energy at Board and committee meetings.
Board Attendance at Annual Meeting. The directors are
expected to attend the Annual Meeting of Shareholders. In 2004,
all directors were present at the Annual Meeting.
Meetings of the Board. The Board held eight meetings in
2004. Each of the incumbent directors attended at least 88% of
the Board and committee meetings to which he or she was assigned.
Committees of the Board. The Board’s four standing
committees are described below. Directors’ committee
memberships are included in their biographical information
beginning on page 5.
Executive Committee – which
consists of the Chairman and four independent directors,
exercises the full power and authority of the Board to the
extent permitted by Missouri law. The committee generally meets
when action is necessary between scheduled Board meetings.
The committee held no meetings in 2004.
Audit Committee – which consists
of five independent directors, oversees the auditing, accounting
and financial reporting of Great Plains Energy including:
•
monitoring the integrity of the Company’s financial
reporting process and systems of internal controls regarding
finance, accounting, legal and regulatory compliance;
•
monitoring the independence, qualifications and performance of
the Company’s independent auditors and internal auditing
department; and
•
providing an avenue of communication among the independent
auditors, management, internal auditing department and the Board.
The Board identified Mark A. Ernst, William C. Nelson and Robert
H. West as independent “audit committee financial
experts” as that term is defined by the Securities and
Exchange Commission pursuant to Section 407 of the
Sarbanes-Oxley Act of 2002.
The committee held four meetings in 2004.
4
Compensation and Development
Committee – which consists of five
independent directors, reviews and assists the Board in
overseeing compensation matters including:
•
aligning the interest of directors and executives with the
interests of shareholders;
•
motivating performance in achievement of the Company’s
business objectives;
•
administering Great Plains Energy’s incentive plans for
senior officers; and
•
recommending compensation to be paid to Board members.
The committee held five meetings in 2004.
Governance Committee – which
consists of five independent directors, reviews and assists the
Board with all corporate governance matters including:
•
identifying and recommending nominees qualified to become board
members;
•
monitoring the effectiveness of the Company and its subsidiaries
in meeting overall objectives and goals of the organization;
•
developing and monitoring a set of appropriate corporate
governance principles applicable to Great Plains Energy and its
subsidiaries; and
•
overseeing succession planning.
The committee held four meetings in 2004.
Corporate Governance Guidelines, Committee Charters and Code
of Business Conduct and Ethics. The Board has adopted
written corporate governance guidelines, charters for the Audit,
Compensation and Development and Governance Committees and a
Code of Business Conduct and Ethics. These documents are
available on the Company’s website at
www.greatplainsenergy.com. These documents are
also available in print to any shareholder upon request.
Requests should be directed to Corporate Secretary, Great Plains
Energy Incorporated, 1201 Walnut, Kansas City, Missouri 64106.
Director Compensation. Compensation is paid to
non-employee members of the Board. An annual retainer of $50,000
was paid in 2004 ($25,000 of which was used to acquire shares of
Great Plains Energy common stock through Great Plains
Energy’s Dividend Reinvestment and Direct Stock Purchase
Plan on behalf of each non-employee member of the Board). An
additional retainer of $10,000 was paid annually to the lead
director. Also, a retainer of $3,000 was paid to those
non-employee directors serving as chair of a committee.
Attendance fees of $1,000 for each Board meeting and $1,000 for
each committee meeting attended were also paid in 2004.
Directors may defer the receipt of all or part of the cash
retainers and meeting fees.
Great Plains Energy also provides life and medical insurance
coverage for each non-employee member of the Board. The total
premiums paid by Great Plains Energy for this coverage for all
participating non-employee directors in 2004 was $30,629.
ELECTION OF DIRECTORS
Item 1 on Proxy Card
The Board will consist of eleven members. The eleven nominees
have been recommended to the independent directors of the Board
by the Governance Committee to serve as directors until the next
Annual Meeting of Shareholders and until their successors are
elected and qualified. All of the directors elected in 2004 are
listed below as nominees. Each nominee has consented to stand
for election, and the Board does not anticipate any nominee will
be unavailable to serve. In the event that one or more of the
director nominees should become unavailable to serve at the time
of the Annual Meeting, shares represented by proxy may be voted
for the election of a nominee to be designated by the Board.
Proxies cannot be voted for a greater number of persons than
eleven.
The Board of Directors recommends a vote FOR each of the
listed nominees.
| Nominees for Directors | ||
| David L. Bodde | Director since 1994 | |
| Dr. Bodde, 62, is the Senior Fellow and Professor, Arthur M. Spiro Center for Entrepreneurial Leadership at Clemson University (since 2004). He previously held the Charles N. Kimball Professor of Technology and Innovation (1996-2004) at the University of Missouri-Kansas City. He also serves on the board of The Commerce Funds. Dr. Bodde served as a member of the Audit and Governance committees during 2004. | ||
|
Michael J. Chesser
|
Director since 2003 | |
| Mr. Chesser, 56, is Chairman of the Board and Chief Executive Officer of Great Plains Energy and Chairman of the Board — KCP&L (since October 2003). Previously he served as Chief Executive Officer of United Water (2002-2003); President and Chief Executive Officer of GPU Energy (2000-2002); and President and Chief Executive Officer of Itron Inc. (1999-2000). Mr. Chesser served as a member of the Executive committee in 2004. | ||
|
William H. Downey
|
Director since 2003 | |
| Mr. Downey, 60, is President and Chief Operating Officer — Great Plains Energy and President and Chief Executive Officer — KCP&L (since October 2003). Mr. Downey joined the Company in 2000 as Executive Vice President — Kansas City Power & Light Company and President — KCPL Delivery Company. He previously was principal of W. H. Downey & Associates (1999-2000). Mr. Downey also serves on the board of Enterprise Financial Services Corp. | ||
|
Mark A. Ernst
|
Director since 2000 | |
| Mr. Ernst, 46, is Chairman, President and Chief Executive Officer of H&R Block, Inc., a global provider of tax preparation, investment, mortgage and accounting services. He was elected Chairman of the Board in 2002, Chief Executive Officer in 2001 and President in 1999. Mr. Ernst also serves on the board of Knight Ridder, Inc. Mr. Ernst served on the Audit and Compensation and Development committees during 2004. | ||
5
|
Randall C.
Ferguson, Jr.
|
Director since 2002 | |
| Mr. Ferguson, 53, is the Senior Partner for Business Development for Tshibanda & Associates, LLC (since March 2005), a consulting and project management services firm committed to assisting clients to improve operations and achieve long-lasting, measurable results. Previously he served as Senior Vice President Business Growth & Member Connections with the Greater Kansas City Chamber of Commerce (2003-2005) and the retired Senior Location Executive (1998-2003) for the IBM Kansas City Region. Mr. Ferguson served on the Audit and Governance committees during 2004. | ||
|
William K. Hall
|
Director since 2000 | |
| Dr. Hall, 61, is Chairman (since 2000) of Procyon Technologies, Inc., a holding company with investments in the aerospace and defense industries. He also served as Chief Executive Officer (2000-2003) of the company. Dr. Hall also serves on the boards of Actuant Corporation, A. M. Castle & Co., GenCorp and Woodhead Industries. Dr. Hall served on the Compensation and Development and Executive committees during 2004. | ||
|
Luis A. Jimenez
|
Director since 2001 | |
| Mr. Jimenez, 60, is Senior Vice President and Chief Strategy Officer (since 2001) of Pitney Bowes Inc., a global provider of integrated mail and document management solutions. He served as Vice President, Global Growth and Future Strategy (1999-2001). Mr. Jimenez served on the Governance and Executive committees during 2004. | ||
|
James A. Mitchell
|
Director since 2002 | |
| Mr. Mitchell, 63, is the Executive Fellow-Leadership, Center for Ethical Business Cultures (since 1999), a not-for-profit organization assisting business leaders in creating ethical and profitable cultures. Mr. Mitchell served on the Compensation and Development and Governance committees during 2004. | ||
|
William C. Nelson
|
Director since 2000 | |
| Mr. Nelson, 67, is Chairman (since 2001) of George K. Baum Asset Management, a provider of investment management services to individuals, foundations and institutions. He is the retired Chairman (1990-2000) of Bank of America Midwest. He also serves on the board of DST Systems. Mr. Nelson served on the Audit and Compensation and Development committees during 2004. | ||
|
Linda H. Talbott
|
Director since 1983 | |
| Dr. Talbott, 64, is President of Talbott & Associates (since 1975), consultants in strategic planning, philanthropic management and development to foundations, corporations, and nonprofit organizations. She is also Chairman of the Center for Philanthropic Leadership. Dr. Talbott served as a member of the Executive and Governance committees during 2004. | ||
|
Robert H. West
|
Director since 1980 | |
| Mr. West, 66, serves on the boards of Burlington Northern Santa Fe Corporation and Commerce Bancshares, Inc. Mr. West served as the Lead Director of the Board and as a member of the Audit, Executive and Compensation and Development committees during 2004. | ||
6
7
DIRECTOR INDEPENDENCE
The Board has determined that all the nominees for director are
independent except for Michael J. Chesser and William H. Downey.
In conducting its analysis, the Board considered whether a
director nominee met the New York Stock Exchange requirements
for independence and whether the nominee had any material direct
or indirect relationships with Great Plains Energy. With the
exception of Messrs. Chesser and Downey, the Board
affirmatively determined that no nominee for director or
immediate family member of such nominee has currently, or had in
the past, any direct or indirect relationship with Great Plains
Energy or its affiliates other than the nominee’s position
as director. The Board also affirmatively determined that there
are no material relationships, current or past, between Great
Plains Energy and its affiliates and any of the entities of
which the nominee or their immediate family members serve as an
employee or officer.
BOARD POLICIES REGARDING COMMUNICATIONS
The Company has a process for communicating with the Board.
Communications by shareholders to the Board can be directed to
the Governance Committee of the Board of Directors, Great Plains
Energy Incorporated, Attention: Corporate Secretary,
1201 Walnut, Kansas City, Missouri 64106. Communications
should state the number of shares beneficially owned by the
shareholder. All communications will be forwarded directly to
the chair of the Governance Committee to be handled on behalf of
the Board.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table shows beneficial ownership of Great Plains
Energy’s common stock by the named executive officers,
directors and all directors and officers as of February 5,
2005 (with the exception of shares held in the Employee Savings
Plus Plan which are reported as of January 31, 2005). The
total of all shares owned by directors and officers represents
less than 1% of the outstanding shares of Great Plains
Energy’s common stock. Management of Great Plains Energy
has no knowledge of any person (as defined by the Securities and
Exchange Commission) who owns beneficially more than 5% of Great
Plains Energy common stock.
| Shares of | |||||
| Common Stock | |||||
| Name of Beneficial Owner | Beneficially Owned | ||||
|
Named Executive
Officers
|
|||||
|
Michael J. Chesser
|
38,889 | (1) | |||
|
William H. Downey
|
79,923 | (1) | |||
|
Andrea F. Bielsker
|
27,669 | (1) | |||
|
Jeanie S. Latz
|
40,991 | (1) | |||
|
Stephen T. Easley
|
35,133 | (1) | |||
|
Richard M. Zomnir(2)
|
0 | ||||
|
Other Directors
|
|||||
|
David L. Bodde
|
8,835 | (3) | |||
|
Mark A. Ernst
|
7,244 | ||||
|
Randall C.
Ferguson, Jr.
|
2,957 | ||||
|
William K. Hall
|
10,612 | ||||
|
Luis A. Jimenez
|
3,263 | ||||
|
James A. Mitchell
|
3,845 | ||||
|
William C. Nelson
|
3,601 | ||||
|
Linda H. Talbott
|
9,340 | ||||
|
Robert H. West
|
6,803 | (4) | |||
| All Great Plains Energy and KCP&L Executive Officers and Directors As A Group | |||||
|
(23 persons)
|
401,637 | (1) | |||
|
|
| (1) | Includes restricted stock with restricted reinvested dividend shares and exercisable non-qualified stock options. | |
| • Restricted Stock: Chesser — 38,871 shares; Downey — 28,269 shares; and Easley — 10,000 shares (awarded February 1, 2005) | ||
| • Exercisable Non-Qualified Stock Options: Downey — 40,000 shares; Bielsker — 21,000 shares; Latz — 29,000 shares; and Easley — 19,000 shares | ||
| (2) | Mr. Zomnir holds a beneficial interest in SE Holdings, L.L.C. At year-end, that company held one unit (0.00001%) of each of the Series CE Economic Interest, Series CE Voting Interest, Series SEL Economic Interest and Series SEL Voting Interest issued by Custom Energy Holdings, L.L.C., a subsidiary of Great Plains Energy. See “Certain Relationships and Related Transactions” on page 14. | |
| (3) | The nominee disclaims beneficial ownership of 1,000 shares reported and held by nominee’s mother. | |
| (4) | The nominee disclaims beneficial ownership of 1,000 shares reported and held by nominee’s wife. |
8
EXECUTIVE COMPENSATION
The following table contains executive compensation data for
Great Plains Energy’s Executive Officers.
Summary Compensation Table
| Annual Compensation | Long Term Compensation | ||||||||||||||||||||||||||||||||
| Awards | Payouts | ||||||||||||||||||||||||||||||||
| Other Annual | Restricted | Securities | LTIP | All Other | |||||||||||||||||||||||||||||
| Compensation | Stock Award(s) | Underlying | Payouts | Compensation | |||||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary($) | Bonus($) | ($)(1) | ($)(2) | Options/SARs | ($) | ($)(3) | |||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |||||||||||||||||||||||||
|
Michael J. Chesser
|
2004 | 550,000 | 495,535 | 311,436 | 0 | 0 | 0 | 8,734 | |||||||||||||||||||||||||
| Chairman of the Board and | 2003 | 137,500 | 123,750 | 0 | 1,115,813 | 0 | 0 | 1,403 | |||||||||||||||||||||||||
| Chief Executive Officer | 2002 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
William H. Downey
|
2004 | 400,000 | 270,292 | 0 | 0 | 0 | 0 | 27,562 | |||||||||||||||||||||||||
| President and Chief | 2003 | 325,000 | 219,375 | 0 | 1,001,998 | 5,249 | 0 | 20,764 | |||||||||||||||||||||||||
| Operating Officer | 2002 | 260,000 | 78,000 | 0 | 0 | 20,000 | 0 | 14,382 | |||||||||||||||||||||||||
|
Andrea F. Bielsker
|
2004 | 230,000 | 141,831 | 0 | 0 | 0 | 0 | 24,678 | |||||||||||||||||||||||||
| Senior Vice President — | 2003 | 220,000 | 132,000 | 0 | 125,626 | 2,887 | 0 | 22,313 | |||||||||||||||||||||||||
| Finance, Chief Financial | 2002 | 200,000 | 60,000 | 0 | 0 | 13,000 | 0 | 18,569 | |||||||||||||||||||||||||
| Officer and Treasurer | |||||||||||||||||||||||||||||||||
|
Jeanie Sell Latz
|
2004 | 220,000 | 123,531 | 0 | 0 | 0 | 0 | 34,429 | |||||||||||||||||||||||||
| Executive Vice President — | 2003 | 220,000 | 132,000 | 0 | 125,626 | 2,887 | 0 | 34,128 | |||||||||||||||||||||||||
| Corporate and Shared Services | 2002 | 210,000 | 63,000 | 0 | 0 | 13,000 | 0 | 29,353 | |||||||||||||||||||||||||
| and Secretary | |||||||||||||||||||||||||||||||||
|
Stephen T. Easley
|
2004 | 225,000 | 116,685 | 0 | 0 | 0 | 0 | 11,972 | |||||||||||||||||||||||||
| Vice President — Generation | 2003 | 210,000 | 94,500 | 0 | 128,378 | 2,449 | 0 | 10,737 | |||||||||||||||||||||||||
| Services, Kansas City | 2002 | 200,000 | 56,388 | 0 | 0 | 13,000 | 0 | 5,242 | |||||||||||||||||||||||||
| Power & Light Company | |||||||||||||||||||||||||||||||||
|
Richard M. Zomnir(4)
|
2004 | 388,667 | 310,933 | 0 | 0 | 0 | 0 | 45,333 | |||||||||||||||||||||||||
| President and Chief | 2003 | 400,000 | 427,840 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Executive Officer, | 2002 | 288,400 | 718,900 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Strategic Energy, L.L.C. | |||||||||||||||||||||||||||||||||
| (1) | While the six executive officers named above receive certain perquisites from the Company, with the exception of Mr. Chesser in 2004, such perquisites did not reach in any of the reported years the threshold for reporting of the lesser of either $50,000 or ten percent of salary and bonus set forth in the applicable rules of the Securities and Exchange Commission. | |
| For 2004, amounts include: | ||
| • Personal Travel: Chesser — $3,794 | ||
| • Relocation Costs: Chesser — $299,292 | ||
| • Transportation Allowance: Chesser — $7,200 | ||
| • Club Dues: Chesser — $1,150 | ||
| (2) | At Year-End 2004, amounts include: | |
| Restricted Stock: The dollar value of restricted stock awards shown in Column (f) above is calculated by multiplying the number of shares awarded by the closing market price of the Great Plains Energy common stock on the date of the grant. | ||
| Chesser | ||
| 12,135 shares vesting October 1, 2005, 12,135 shares vesting October 1, 2006 and 12,135 shares vesting October 1, 2007; dividends are reinvested with the same restrictions as the restricted stock; value as of December 31, 2004 was $1,102,343. | ||
| Downey | ||
| 8,825 shares vesting October 1, 2005, 8,825 shares vesting October 1, 2006 and 8,826 shares vesting October 1, 2007; dividends are reinvested with the same restrictions as the restricted stock; value as of December 31, 2004 was $801,693. |
9
(3)
For 2004, amounts include:
• Contribution Under the Great Plains Energy
Employee Savings Plus Plan: Chesser — $263;
Downey — $6,079; Bielsker — $6,142;
Latz — $6,137; and Easley — $6,150
• Flex Dollars Under the Flexible Benefits
Plan: Chesser — $6,581; Downey — $3,932;
Bielsker — $14,027; Latz — $19,527; and
Easley — $3,997
• Deferred Flex Dollars: Chesser —
$1,836; Downey — $2,535
• Contribution Under the Great Plains Energy
Employee Savings Plus Plan Accruing to the Deferred Compensation
Plan: Downey — $4,269; Bielsker — $344;
Latz — $344; and Easley — $156
• Above-Market Interest Paid on Deferred
Compensation: Chesser — $54; Downey —
$10,747; Bielsker — $4,165; Latz — $8,421;
and Easley — $1,669
• 2004 Portion of Severance Payments:
Zomnir — $45,333 (See Note (4) below)
(4)
Mr. Zomnir entered into a five-year Employment Agreement in
2002 with Strategic Energy, L.L.C. providing for salary, annual
bonus and benefits. As set forth in Certain Relationships and
Related Transactions on page 14, Mr. Zomnir left the
company in 2004. In accordance with his Employment Agreement,
Mr. Zomnir will be paid severance payments consisting of
two (2) times his annual salary, two (2) times an
annual amount of $120,000, a bonus payment prorated through the
date of termination and certain other benefits, of which $45,333
was paid in 2004.
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION/SAR VALUES
| Number of Securities | ||||||||||||||||||||||||
| Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
| Options/SARs | In-the-Money Options/SARs | |||||||||||||||||||||||
| Shares | at Fiscal Year End | at Fiscal Year End | ||||||||||||||||||||||
| Acquired | Value | (#) | ($) | |||||||||||||||||||||
| on Exercise | Realized | |||||||||||||||||||||||
| Name | (#) | ($)(1) | Exercisable(2) | Unexercisable | Exercisable(2) | Unexercisable | ||||||||||||||||||
| (a) | (b) | (c) | (d) | (d) | (e) | (e) | ||||||||||||||||||
|
Michael J. Chesser
|
0 | — | — | — | — | — | ||||||||||||||||||
|
William H. Downey
|
0 | — | 40,000 | 5,249 | 202,200 | 13,385 | ||||||||||||||||||
|
Andrea F. Bielsker
|
5,000 | 24,000 | 21,000 | 2,887 | 107,780 | 7,362 | ||||||||||||||||||
|
Jeanie S. Latz
|
4,000 | 135,508 | 29,000 | 2,887 | 153,083 | 7,362 | ||||||||||||||||||
|
Stephen T. Easley
|
0 | — | 19,000 | 2,449 | 98,320 | 6,245 | ||||||||||||||||||
|
Richard M. Zomnir
|
0 | — | — | — | — | — | ||||||||||||||||||
| (1) | For Ms. Latz, includes reinvested dividends that accrued on options. |
| (2) | Includes stock options of 20,000 shares, 13,000 shares, 13,000 shares and 13,000 shares to Mr. Downey, Ms. Bielsker, Ms. Latz and Mr. Easley, respectively, that became exercisable February 5, 2005. |
10
GREAT PLAINS ENERGY PENSION PLANS
Great Plains Energy has a non-contributory pension plan (the
“Great Plains Energy Pension Plan”) providing for
benefits upon retirement, normally at age 65. In addition,
a supplemental retirement benefit is provided for selected
executive officers. The following table shows examples of single
life option pension benefits (including unfunded supplemental
retirement benefits) payable upon retirement at age 65 to
the named executive officers:
| Annual Pension For | ||||||||||||||||
| Average Annual Base | Years of Service Indicated | |||||||||||||||
| Salary for Highest | ||||||||||||||||
| 36 Months | 15 | 20 | 25 | 30 or more | ||||||||||||
|
150,000
|
45,000 | 60,000 | 75,000 | 90,000 | ||||||||||||
|
200,000
|
60,000 | 80,000 | 100,000 | 120,000 | ||||||||||||
|
250,000
|
75,000 | 100,000 | 125,000 | 150,000 | ||||||||||||
|
300,000
|
90,000 | 120,000 | 150,000 | 180,000 | ||||||||||||
|
350,000
|
105,000 | 140,000 | 175,000 | 210,000 | ||||||||||||
|
400,000
|
120,000 | 160,000 | 200,000 | 240,000 | ||||||||||||
|
450,000
|
135,000 | 180,000 | 225,000 | 270,000 | ||||||||||||
|
500,000
|
150,000 | 200,000 | 250,000 | 300,000 | ||||||||||||
|
550,000
|
165,000 | 220,000 | 275,000 | 330,000 | ||||||||||||
|
600,000
|
180,000 | 240,000 | 300,000 | 360,000 | ||||||||||||
|
650,000
|
195,000 | 260,000 | 325,000 | 390,000 | ||||||||||||
|
700,000
|
210,000 | 280,000 | 350,000 | 420,000 | ||||||||||||
| Credited | ||||
| Years of Service | ||||
| Officer | Earned | |||
|
Michael J. Chesser(1)
|
1 year | |||
|
William H. Downey
|
4 years | |||
|
Andrea F. Bielsker
|
20 years | |||
|
Jeanie S. Latz
|
24 years | |||
|
Stephen T. Easley
|
8 years | |||
|
Richard M. Zomnir(2)
|
0 years | |||
| (1) | Pursuant to the terms of an employment agreement, Mr. Chesser will be credited with two years of service for every one year of service earned. The additional year of service will be paid as a supplemental retirement benefit. | |
| (2) | Mr. Zomnir does not participate in the Great Plains Energy Pension Plan. |
11
12
Eligibility for supplemental retirement benefits is limited to
executive officers selected by the Compensation and Development
Committee of the Board; all the named executive officers, with
the exception of Mr. Zomnir, are participants. The total
retirement benefit payable at the normal retirement date is
equal to 2% of highest average earnings, as shown above, for
each year of credited service up to 30 (maximum of 60% of
highest average earnings). A liability accrues each year to
cover the estimated cost of future supplemental benefits.
The Internal Revenue Code imposes certain limitations on
pensions that may be paid under tax qualified pension plans. In
addition to the supplemental retirement benefits, the amount by
which pension benefits exceed the limitations will be paid
outside the qualified plan and accounted for by Great Plains
Energy as an operating expense.
GREAT PLAINS ENERGY SEVERANCE AGREEMENTS
Great Plains Energy has severance agreements (“Severance
Agreements”) with certain of its executive officers,
including the named executive officers with the exception of
Mr. Zomnir, to ensure their continued service and
dedication to and their objectivity in considering on behalf of
Great Plains Energy any transaction that would change the
control of the Company. Under the Severance Agreements, an
executive officer would be entitled to receive a lump-sum cash
payment and certain insurance benefits during the three-year
period after a Change in Control (or, if later, the three-year
period following the consummation of a transaction approved by
Great Plains Energy’s shareholders constituting a Change in
Control) if the officer’s employment was terminated by:
•
Great Plains Energy other than for cause or upon death or
disability;
•
the executive officer for “Good Reason” (as defined in
the Severance Agreements); and
•
the executive officer for any reason during a 30-day period
commencing one year after the Change in Control or, if later,
commencing one year following consummation of a transaction
approved by Great Plains Energy’s shareholders constituting
a change in control (a “Qualifying Termination”).
A Change in Control is defined as:
•
an acquisition by a person or group of 20% or more of the Great
Plains Energy common stock (other than an acquisition from or by
Great Plains Energy or by a Great Plains Energy benefit plan);
•
a change in a majority of the Board; and
•
approval by the shareholders of a reorganization, merger or
consolidation (unless shareholders receive 60% or more of the
stock of the surviving Company) or a liquidation, dissolution or
sale of substantially all of Great Plains Energy’s assets.
Upon a Qualifying Termination, Great Plains Energy must make a
lump-sum cash payment to the executive officer of:
•
the officer’s base salary through the date of termination;
•
a pro-rated bonus based upon the average of the bonuses paid to
the officer for the last five fiscal years;
•
any accrued vacation pay;
•
two or three times the officer’s highest base salary during
the prior 12 months;
13
•
two or three times the average of the bonuses paid to the
officer for the last five fiscal years;
•
the actuarial equivalent of the excess of the officer’s
accrued pension benefits including supplemental retirement
benefits computed without reduction for early retirement and
including two or three additional years of benefit accrual
service, over the officer’s vested accrued pension
benefits; and
•
the value of any unvested Great Plains Energy contributions for
the benefit of the officer under the Great Plains Energy
Employee Savings Plus Plan.
In addition, Great Plains Energy must offer health, disability
and life insurance plan coverage to the officer and his
dependents on the same terms and conditions that existed
immediately prior to the Qualifying Termination for two or three
years, or, if earlier, until the executive officer is covered by
equivalent plan benefits. Great Plains Energy must make certain
“gross-up” payments regarding tax obligations relating
to payments under the Severance Agreements as well as provide
reimbursement of certain expenses relating to possible disputes
that might arise.
Payments and other benefits under the Severance Agreements are
in addition to balances due under the Great Plains Energy
Long-Term Incentive Plan and Annual Incentive Plan. Upon a
Change in Control (as defined in the Great Plains Energy
Long-Term Incentive Plan), all stock options granted in tandem
with limited stock appreciation rights will be automatically
exercised.
EMPLOYMENT ARRANGEMENT WITH MR. CHESSER
Pursuant to the terms of an employment arrangement, Michael J.
Chesser, Chairman of the Board and Chief Executive Officer, is
entitled to receive three times annual salary and bonus if he is
terminated without cause prior to his reaching age 63.
After age 63, any benefit for termination without cause
will be one times annual salary and bonus until age 65.
Regarding pension benefits, Mr. Chesser will receive two
credited years of service for every one year of service earned.
The additional year of service will be paid as a supplemental
retirement benefit.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Great Plains Energy, through Innovative Energy Consultants Inc.
(IEC), a subsidiary, completed in May 2004 its purchase from SE
Holdings, L.L.C. (SE Holdings) of an additional 11.45% indirect
interest in Strategic Energy, L.L.C. (Strategic Energy) for
$88.8 million, excluding transaction costs. The purchase
increased Great Plains Energy’s indirect ownership of
Strategic Energy to just under 100%. Richard Zomnir, who
resigned as Chief Executive Officer of Strategic Energy in
November 2004, and certain other current and former employees of
Strategic Energy held direct or indirect interests in SE
Holdings. Mr. Zomnir disclosed he held an approximate 25%
interest in SE Holdings. SE Holdings now owns less than 1% of
Strategic Energy.
A suit for breach of employment contract and violation of the
Pennsylvania Wage Payment Collection Act was filed against
Strategic Energy, SE Holdings and others on March 23, 2004,
in the Court of Common Pleas of Allegheny County, Pennsylvania.
SE Holdings
14
and its current owners (including Mr. Zomnir) have agreed
to indemnify Strategic Energy and others against any judgment or
settlement of the claim that relates to an interest in SE
Holdings for approximately $8 million.
COMPENSATION AND DEVELOPMENT COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation and Development Committee of the Board of Great
Plains Energy is composed of five independent directors. The
Compensation and Development Committee sets the executive
compensation structure and administers the policies and plans
that govern compensation for the executive officers. Executive
compensation is consistent with the Great Plains Energy total
remuneration philosophy which provides:
Given Great Plains Energy’s strategies in the competitive
and demanding energy marketplace, attracting and retaining
talent is a top priority. Great Plains Energy is committed to
establishing total remuneration levels which are
performance-based, competitive with the energy or utility market
for jobs of similar scope to enable the organization to recruit
and retain talented personnel at all levels in a dynamic and
complex marketplace. This will be established through base
salary, benefits and performance-based annual and long-term
incentives. The incentive targets will be consistent with
current trends in the energy or utility sector and the incentive
measures will be appropriately tied to shareholder and customer
interests.
Executive compensation for 2004 consisted of base salary and
annual incentives. No grants were made under the Company’s
long-term incentive plan in 2004. The Compensation and
Development Committee has not adopted a policy concerning the
Internal Revenue Services’ rules on the deductibility of
compensation in excess of $1,000,000.
Great Plains Energy Executive Compensation
Base
Salaries
The Compensation and Development Committee reviews executive
officer salaries annually and makes adjustments as warranted.
The Compensation and Development Committee benchmarks executive
compensation regularly and compares with national compensation
surveys. Base salaries for executive officers were established
for 2004 on the basis of:
•
job responsibilities and complexity;
•
individual performance under established guidelines;
•
competitiveness for comparable positions in companies of similar
size within the industry and general industry; and
•
sustained performance of the company.
15
Annual
Incentive Plan
Under the Great Plains Energy Annual Incentive Plan (the
“Plan”), executive officers receive incentive
compensation based on the achievement of specific corporate
business unit and individual goals. The size of the entire award under the
Plan is determined by corporate earnings per share. Individual
award levels are set as a percentage of the executive
officer’s base salary. The corporate earnings per share
target is subject to established performance measures at
threshold, target and maximum. Payments at target equal 100% of
the potential payout for each individual. Performance awards are
not paid if the corporate earnings per share performance falls
below the threshold level. Corporate earnings per share
performance above the target goal results in payouts above the
target level. The entire award is distributed proportionately
among participants based on individual award levels and
achievement of goals. In 2004, corporate earnings per share were
at the maximum level and individual awards were earned in the
amounts set forth in the Summary Compensation Table.
Long-Term
Incentive Plan
Great Plains Energy has a Long-Term Incentive Plan, approved by
the shareholders, which provides for grants by the Compensation
and Development Committee of stock options, restricted stock,
performance shares and other stock-based awards. The
Compensation and Development Committee believes that appropriate
equity interests in Great Plains Energy by its executive
officers more closely aligns the interests of management with
shareholders and has established stock ownership guidelines for
executive officers based on their level within the organization.
Compliance with these guidelines is taken into consideration in
determining grants under the Long-Term Incentive Plan. No
long-term grants were made in 2004.
Chief
Executive Officer
In determining the base salary for Michael J. Chesser, the
Chairman of the Board and Chief Executive Officer, the
Compensation and Development Committee considered:
•
financial performance of the company;
•
cost and quality of services provided;
•
leadership in enhancing the long-term value of the
company; and
•
relevant salary data from the utility industry.
The incentive award to Mr. Chesser in 2004 under the Annual
Incentive Plan was determined in the same manner as other
executive officers.
16
Strategic Energy Executive Compensation
The base salary for Richard M. Zomnir in 2004 was set by the
Management Committee of Strategic Energy, L.L.C. pursuant to an
Employment Agreement and reviewed by the Compensation and
Development Committee. The Strategic Energy Annual Bonus Program
is based on individual goals and budgeted adjusted earnings. If
Strategic Energy meets its budgeted adjusted earnings, 100% of
the potential payout for each individual is available. Should
the company not meet 75% of its budgeted adjusted earnings, no
awards will be paid and if the company exceeds 75% of its
budgeted adjusted earnings then an additional 2% of each percent
of budgeted adjusted earnings above 75% may be paid if the
individual meets the individual goals. Strategic Energy met
86.15% of its adjusted earnings goal in 2004, which resulted in
a bonus payment ratio of 72.31% of individual target bonus.
Mr. Zomnir received the base salary and bonus as set forth
in the Summary Compensation Table. Mr. Zomnir did not
receive any long-term incentive award in 2004.
COMPENSATION AND DEVELOPMENT COMMITTEE
William C. Nelson (Chairman)
Mark A. Ernst
William K. Hall
James A. Mitchell
Robert H. West
STOCK PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURNS*
GREAT PLAINS ENERGY, S&P 500 INDEX, AND EEI INDEX
*
Total return assumes reinvestment of dividends.
Assumes $100 invested on December 31, 1999, in Company
common stock, S&P 500 Index, and EEI Index
17
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Item 2 on Proxy Card
Deloitte & Touche LLP, who acted as Great Plains
Energy’s independent auditors in 2004, has been selected
and appointed by the Audit Committee to audit and certify the
financial statements for 2005, subject to ratification by the
shareholders of the Company.
Representatives from Deloitte & Touche LLP are expected
to be present at Great Plains Energy’s Annual Meeting, with
the opportunity to make statements if they desire to do so, and
are expected to be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the shares
of common stock of the Company present and entitled to vote at
the meeting is required for the approval of this
proposal to ratify the appointment. If the shareholders do not
ratify the appointment of Deloitte & Touche LLP, the
selection of independent public auditors will be reconsidered by
the Audit Committee.
The Board of Directors recommends a vote FOR
ratification.
AUDIT COMMITTEE REPORT
The Audit Committee is comprised of five independent directors.
In connection with its function to oversee and monitor the
financial reporting process of Great Plains Energy, the Audit
Committee’s activities in 2004 included the following:
•
reviewing and discussing the audited financial statements and
the audit of internal control over financial reporting with
management and the independent auditors;
•
discussing with Deloitte & Touche LLP, the
Company’s independent auditors for the year ended
December 31, 2004, the matters required to be discussed by
Securities and Exchange Commission regulations and by the Public
Company Accounting Oversight Board Interim Standard AU 380
(formerly Statement on Auditing Standards 61), as may be
modified or supplemented;
•
receiving the written disclosures and the letter from
Deloitte & Touche LLP required by Independence
Standards Board Standard No. 1 (Independence Standards
Board Standard No. 1, Independence Discussions with Audit
Committees), as may be modified or supplemented, and has
discussed with Deloitte & Touche LLP its independence
from management and the Company and its subsidiaries; and
•
considering whether the non-audit services in the categories
below were compatible with maintaining Deloitte &
Touche LLP’s independence.
Based on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company’s
annual report on Form 10-K for the fiscal year ended
December 31, 2004 for filing with the Securities and
Exchange Commission.
Fees
paid to Deloitte & Touche LLP
The following table sets forth the aggregate fees billed by
Deloitte & Touche LLP for audit services rendered in
connection with the consolidated financial statements and
reports for 2004 and 2003 and for other services rendered during
2004 and 2003 on behalf of the Company and its subsidiaries, as
well as all out-of-pocket costs incurred in connection with
these services:
| Fee Category | 2004 | 2003 | ||||||
|
Audit Fees
|
$ | 1,875,829 | $ | 581,648 | ||||
|
Audit-Related Fees
|
307,496 | 249,867 | ||||||
|
Tax Fees
|
1,371,757 | 122,585 | ||||||
|
All Other Fees
|
96,943 | 87,010 | ||||||
|
Total Fees:
|
$ | 3,652,025 | $ | 1,041,110 | ||||
18
19
Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditors
The Audit Committee pre-approves all audit and permissible
non-audit services provided by the independent auditor to the
Company and its subsidiaries. These services may include audit
services, audit-related services, tax services and other
services. The Audit Committee has adopted for the Company and
its subsidiaries policies and procedures for the pre-approval of
services provided by the independent auditor. Under these
policies and procedures, the Audit Committee may pre-approve
certain types of services, up to aggregate fee levels
established by the Audit Committee. The Audit Committee as well
may specifically approve audit and permissible non-audit
services on a case-by-case basis. Any proposed service within a
pre-approved type of service that would cause the applicable fee
level to be exceeded cannot be provided unless the Audit
Committee either amends the applicable fee level or specifically
approves the proposed service. Pre-approval is generally
provided for up to one year, unless the Audit Committee
specifically provides for a different period. The Audit
Committee receives quarterly reports regarding the pre-approved
services performed by the independent auditor. The Chairman of
the Audit Committee may between meetings pre-approve audit and
non-audit services provided by the independent auditor, and
report such pre-approval at the next Audit Committee meeting.
AUDIT COMMITTEE
Mark A. Ernst (Chairman)
David L. Bodde
Randall C. Ferguson, Jr.
William C. Nelson
Robert H. West
SUBMISSION OF SHAREHOLDER PROPOSALS AND
DIRECTOR NOMINATING PROCESS
Shareholder Proposals
Shareholders wishing to have a proposal included in the proxy
statement for the Annual Meeting in 2006 must submit a written
proposal to the Corporate Secretary by November 22, 2005.
Securities and Exchange Commission rules set standards for
shareholder proposal requirements to be included in a proxy
statement.
If a shareholder intends to bring a matter before a shareholder
meeting, other than by submitting a proposal for inclusion in
Great Plains Energy’s proxy statement for that meeting,
Great Plains Energy’s By-Laws require the shareholder to
give Great Plains Energy notice at least 60 days, but no
more than 90 days, prior to the date of the shareholder
meeting. If Great Plains Energy gives shareholders less than
70 days’ notice of a shareholder meeting date, the
shareholder’s notice must be received by the Corporate
Secretary no later than the close of business on the tenth
(10) day following the earlier of the date of the mailing
of the notice of the meeting or the date in which public
disclosure of the meeting date was made.
20
To be in proper written form, a shareholder’s notice must
set forth as to each matter the shareholder proposes to bring
before the shareholder meeting:
•
a brief description of the business to be brought before the
shareholder meeting and the reasons for conducting the business
at the shareholder meeting;
•
the shareholder’s name and record address;
•
class or series and number of shares of Great Plains Energy
stock the shareholder owns beneficially or of record;
•
a description of all arrangements or understandings between the
shareholder and any other person or persons (including their
names) in connection with the proposal of the business by the
shareholder, and any material interest of the shareholder in
such business; and
•
the shareholder’s representation that they intend to appear
in person or by proxy at the annual meeting to bring such
business before the meeting.
Director Nominating Process
The Governance Committee, composed of five independent
directors, identifies and recommends to the independent
directors of the Board the nominees for the election of
directors at the shareholder meeting. At its discretion, the
Governance Committee may pay a fee to third party consultants
and experts to help identify and evaluate potential new nominees
for director.
In accordance with the Corporate Governance Guidelines, the
Governance Committee takes into account a number of factors when
considering director candidates, including their
knowledge, experience and skill in the following areas:
strategic planning; change management; finance; government
affairs; organizational design; teamwork; leadership; human
resources; energy industry; international; technology;
marketing; and leading a diverse organization.
The Governance Committee will consider candidates for director
suggested by shareholders, applying the criteria described above
and the additional information referred to below. Shareholders
wishing to make a director nomination may do so in the manner
set forth in the By-Laws described below.
Great Plains Energy’s By-Laws require shareholders wishing
to make a director nomination give notice at least 60 days,
but no more than 90 days, prior to the date of the
shareholder meeting. If Great Plains Energy gives shareholders
less than 70 days’ notice of a shareholder meeting
date, the shareholder’s notice must be received by the
Corporate Secretary no later than the close of business on the
tenth (10) day following the earlier of the date of mailing
of the notice of the meeting or the date on which public
disclosure of the meeting was made.
For a director nominee election to be in proper written form, a
shareholder’s notice to the Corporate Secretary must
include:
21
the shareholder’s
•
name and shareholder record; and
•
class or series of Great Plains Energy stock and number of
shares beneficially held;
and
the nominee’s
•
name, age, business address and residence address;
•
principal occupation or employment;
•
class or series of Great Plains Energy stock and number of
shares owned beneficially; and
•
written consent of the nominee to serve as a director, if
elected.
The notice must also provide:
•
a description of all arrangements or understandings between the
shareholder and the nominee;
•
a representation that the shareholder intends to appear in
person or by proxy at the shareholders’ meeting to nominate
the nominee; and
•
any other information relating to the shareholder and the
nominee that is required to be reported in a proxy statement or
other filings as required by Securities and Exchange Commission
rules.
No person shall be eligible for election as a director unless
nominated according to procedures in Great Plains Energy’s
By-Laws as described above. Shareholders may request a copy of
the By-Laws by contacting the Corporate Secretary, Great Plains
Energy Incorporated, 1201 Walnut, Kansas City, Missouri
64106-2124.
OTHER BUSINESS
Great Plains Energy is not aware of any other matters that will
be presented for shareholder action at the Annual Meeting. If
other matters are properly introduced, the persons named in the
accompanying proxy will vote the shares they represent according
to their judgment.
By Order of the Board of Directors
Jeanie Sell Latz
Executive Vice President-Corporate and
Shared Services and Corporate Secretary
Kansas City, Missouri
March 21, 2005
GREAT PLAINS ENERGY INCORPORATED
This Proxy is solicited on behalf of the Board of Directors for the Annual Meeting of Shareholders to be held on Tuesday, May 3, 2005.
The Board of Directors recommends a vote FOR Items 1 and 2.
The undersigned hereby appoints M. J. Chesser and W. H. Downey, and each or either of them, proxies for the undersigned with power of substitution, to vote all the shares of common stock of Great Plains Energy Incorporated that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Tuesday, May 3, 2005, and any adjournment or postponement of such meeting, upon the matters set forth on the reverse side of this card, and in their discretion upon such other matters as may properly come before the meeting.
This Proxy, if signed and returned, will be voted as directed on the reverse side. If this card is signed and returned without direction, such shares will be voted FOR the items.
Please sign exactly as your name(s) appear(s) on the reverse side of this card. If your shares are held jointly, any one of the joint owners may sign. Attorneys-in-fact, executors, administrators, trustees, guardians or corporation officers should indicate the capacity in which they are signing.
PLEASE NOTE ADDRESS CHANGES HERE:
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
| DETACH CARD | DETACH CARD |
YOUR VOTE IS IMPORTANT!
VOTE BY
TELEPHONE~ ~ ~ INTERNET ~ ~ ~ MAIL
24 hours a day ~ ~ 7 days a week
Your vote is important. Please vote immediately.
Vote by Internet
Log onto the Internet and go to http://www.eproxyvote.com/gxp |
 |
||||
OR
Vote by Telephone Call toll-free 1-800-758-6973 |
 |
||||
If you vote over the Internet or by telephone, please DO NOT mail your card.
Vote by Mail
| x | Please mark votes as in this example. |
KCPCM
The Board of Directors recommends a vote FOR Items 1 and 2.
CONTROL NUMBER: |
||
Please be sure to sign and date this Proxy.
|
Date | |||
Item 1. Election of Directors — Nominees
(01) D.L. Bodde, (02) M.J. Chesser, (03) W.H. Downey,
(04) M.A. Ernst, (05) R.C. Ferguson, Jr., (06) W.K. Hall,
(07) L.A. Jimenez, (08) J.A. Mitchell, (09) W.C. Nelson,
(10) L.H. Talbott, (11) R.H. West
FOR ALL NOMINEES |
o | WITHHELD FROM ALL NOMINEES |
o |
o
|
For all nominees except the name(s) below: | |
Item 2. Ratification of appointment of
Deloitte & Touche LLP as
independent auditors for 2005
|
o For |
o Against |
o Abstain |
Mark the box at the right if your address has changed and
note the change(s) in the space provided on the reverse side
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THANK YOU FOR VOTING!
Great Plains Energy Incorporated
Annual Meeting of Shareholders
May 3, 2005
10:00 a.m. Central Daylight Time
The Discovery Center
4750 Troost
Kansas City, MO 64110