CH Energy Group, Inc. (CHG)
84th Annual Meeting of Shareholders Conference Call
April 24, 2012 10:30 am ET
Steven V. Lant – Chairman, President and Chief Executive Officer
Denise Doring VanBuren – Corporate Secretary and Vice President, Corporate Communications
John E. Gould – Executive Vice President and General Counsel
Steven V. Lant
Good morning ladies and gentlemen.
Denise Doring VanBuren
John E. Gould
Steven V. Lant
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It is now 10:30 and I call to order this Annual Meeting of Shareholders of CH Energy Group. I am Steven Lant, Chairman of your Board of Directors. Pursuing to the bylaws, I’m designated as the presiding officer of this meeting. I take great pleasure in welcoming you to this annual meeting of shareholders.
Before we begin with the substance of the meeting, please allow me to introduce those gathered with me at the podium this morning. John E. Gould, Executive Vice President & General Counsel; and Denise D. VanBuren, Corporate Secretary & Vice President of Corporate Communications of CH Energy Group and Central Hudson. Denise has a few introductory comments to deliver.
Denise Doring VanBuren
Thank you, Steve and good morning. I would like to address a few administrative points today. Today’s meeting is being recorded and is also being webcast. (Inaudible) the corporation does not allow any other photograph, video or tape recording during this meeting. As a courtesy to other shareholders, please be sure to silence your cellphone or pager during this mornings meeting.
I note that during today’s meeting the directors, the officers and employees of CH Energy Group participants may discuss management’s intentions, beliefs, expectations, projections, or make other statements that are not historical in nature.
In that regard and in accordance with the rules and regulations of the Securities and Exchange Commission I refer you to the paragraph regarding forward-looking statements and other matters related to the proposed acquisition of CH Energy Group, by Fortis Inc. that appear on pages two to four of the presentation that Mr. Lant will deliver later this morning. Please note that forward-looking statements are subject to assumptions, risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. These risks are discussed in more detail in the Corporation’s Annual Report and Form 10-K for the year ended December 31, 2011 under the section labeled risk factors. A copy of the Annual Report and Form 10-K is available on the back of the room and also in the Investor Relation section of our website at the link for SEC filings.
Please also note that any discussion at this meeting about the proposed Fortis transaction does not constitute a felicitation of a proxy from a shareholder with respect to that transaction. Shareholders will receive in approximately three to four weeks a definitive proxy statement regarding the proposed transaction. A special meeting of shareholders is tentatively scheduled to be held in June to review and approve the proposed acquisition by Fortis.
Steven V. Lant
Thank you, Denise. Again, we appreciate your interest in coming here today and your personal participation in the business of this meeting. This is a meeting to vote on the items specified in the notice submitting of shareholders and in the proxy statement as filed with the Securities and Exchange Commission and sent to you in March. There are three matters to be voted on at this meeting, the first matter is the election of nine nominees to serve as directors, all of whom have been nominated to be reelected at this meeting, each to serve a one-year term to expire at the annual meeting of shareholders to be held in 2013 or until a successor is elected and qualified.
In this connection, I point out that the Director’s terms of service may end prior to the next Annual Meeting of shareholders if – as we expect the acquisition of CH Energy Group by Fortis Inc. is finalized prior to the schedule date of the Annual Meeting in April of 2013.
The second is the matter of the non-binding advisory vote on the compensation of the named executive officers as disclosed in the 2012 proxy statement. and thirdly, ratification of the appointment of PricewaterhouseCoopers LLP as the corporation’s independent public accounting firm for 2012. In a few minutes I will review in greater detail each of these agenda items.
Only those persons who were shareholders of record on March 1, 2012 are entitled to vote on the matters before this meeting. we have placed on each chair, a copy of the agenda and a set of rules of procedure that govern this meeting. I will be delivering a presentation to you later this morning. I believe that the presentation will serve to anticipate some questions that you may have. Therefore we request that your reserve your questions or comments until the question-and-answer period noted in the agenda. In addition, the employees of CH Energy Group and its subsidiaries present here today are wearing distinctive nametags, so that they can be easily identified if you would like to discuss anything with us following the meeting. We welcome your interest on any subject.
The proxy statement sent to shareholders noted that are presented as the PricewaterhouseCoopers LLP the corporation’s independent accountants would be present at this meeting and I would like to introduce them to you at this time, Shawn Furner and Tom Mcguinness, the partners signed to our account. Thank you, gentlemen for being here today.
As indicated in the proxy statement, these representatives will be available to respond to any appropriate questions during the question-and-answer period. I would like to now introduce the members of your incumbent Board of Directors all of whom have been nominated to be re-elected at this meeting, each to serve a one-year term to expire at the Annual Meeting of shareholders to be held in 2013 or until a successor is elected and qualified. I would ask each Director to stand for a moment, as I introduce him or her, and I would ask that you withhold your recognition until all have been introduced.
Margarita K. Dilley has been a Director since 2004. she is the Consultant and Former Vice President, Chief Financial Officer and a Director of Astrolink International LLC, a satellite telecommunications firm. Ms. Dilley is Chair of the Audit Committee and a member of the Governance and Nominating Committee. I note that with respect to Ms. Dilley’s membership on the Audit Committee, the Board of Directors has determined that Ms. Dilley meets the Securities and Exchange Commission criteria for an Audit Committee Financial Expert and the New York Stock Exchange standard of having accounting or related financial management expertise.