Westar Energy's Management Hosts 2012 Annual Shareholder Meeting (Transcript)

Westar Energy, Inc. (WR)

2012 Annual Shareholder Meeting

May 17, 2012, 11:00 a.m. ET


Charles Chandler – Director, Westar Board

Mark Ruelle – CEO


Unidentified Analyst


Charles Chandler

Good morning. If I could ask everybody to take their seat. It’s kind of tough today to come in from outside. It’s nice out there, so it just makes you want to stay. Well, I’m Charley Chandler and I’m the Chairman of the Westar Energy board. On behalf of the directors, welcome to the 2012 annual meeting of the shareholders of Westar Energy. We appreciate both your investment and your interest by joining us here at the meeting.

With me on the stage is Mark Ruelle, our President and Chief Executive Officer, and also the only member of management who also serves as a member of the board. I’d also like to introduce the other members of the board, all of whom are seated right down here in the front row today, and it looks like quite a lineup. From left to right in the photo: Sandra Lawrence of Leawood; Richard Hawley of Bellevue, Washington; Art Krause of Leawood; Jerry Farley of Topeka; myself; Tony Isaac of Wichita; Mark Ruelle; Carl Soderstrom Jr. of Longwood, Florida; Molly Carter of Salina; R. A. Edwards of Hutchinson; and Mike Morrissey of Leawood.

Rick is the newest member of our board, who you see the second from the last there. Joining us last October, he brings to the board 39 years of business experience that encompasses work as a partner in an international accounting firm, and more than a decade of experience as a Chief Financial Officer in the regulated utility industry, both in natural gas and electric companies. We look forward to him sharing his broad range of knowledge and experience in the areas of finance, operations and regulatory affairs, in addition to his experience as a director of another public company. So welcome, Rick, and we’re glad to have you join us.

Our executive team is also seated in the front of the room with our directors, and I’m not going to introduce everybody but I’ll acknowledge that they’re here. Also joining us today is Michael Contreras, the Engagement Partner, and his colleagues from Deloitte & Touche, our independent accounting firm. And they’re right back here in the third row. In addition, Matt Sunseri, President and Chief Executive Officer of Wolf Creek, is here today as well, I believe. There’s Matt in the second row as well. Glad to have you here, Matt.

So, let’s begin our business meeting then, and vote on the proposals outlined in the proxy statement. Following the business portion of the meeting, Mark will make a few comments and then respond to your questions. Our business meeting, therefore, is now called to order.

I’ve been provided an affidavit attesting to the proper mailing of the proxy and proxy statement to common and preferred shareholders of record as of March 19 th, 2012, and that a quorum is present. Now, most of you have already voted. If this is the case, you don’t need to do anything. You don’t need to cast a ballot during the meeting this morning unless you wish to change your vote. If you have not yet voted or you wish to change your vote, please raise your hand and a ballot will be provided to you. Those ballots will then be collected after all business matters have been considered. So, does anybody need a ballot this morning? Okay. Anybody else? Okay, right here. Everybody have one now that needs one? Very good.

We engaged Corporate Election Services to act as the independent proxy tabulator for this meeting, and Mr. Chuck Roberts of Corporate Election Services has been appointed to serve as judge of the election and is present at the meeting, there at the back of the room. The purpose of the meeting is to elect four class one directors for a term of three years, to provide an advisory vote on executive compensation, to ratify and confirm the appointment of Deloitte & Touche as our independent registered public accounting firm for 2012.

The first business matter, proposal one, is the election of four class one directors. The board nominees are myself, R. A. Edwards III, Sandra Lawrence and Michael Morrissey. Information about each director is contained in the proxy statement that each of you would’ve received. Our company’s articles of incorporation allow shareholders to make nominations from the floor at the annual meeting, provided prior written notice is made to our corporate secretary. No such notice was received, therefore there being no other nominations I declare that the nominations are closed. The board has recommended that you vote for all four of the nominees.

The next matter, proposal two, is an advisory vote on executive compensation. It was described again in the proxy statement, and the board has also recommended that you vote for this proposal.

The last business matter to consider, proposal three, is the ratification and confirmation of the appointment of Deloitte & Touche as our independent registered public accounting firm for 2012. Again, the board has recommended that you vote for this proposal.

If you haven’t already voted, please mark your ballots now and vote on all proposals. After you complete marking your ballot, please fold it in half and hand it to one of the ushers. Are there still ballots to be collected? Okay. Are there any other ballots to be collected? If not, I declare the polls closed for each matter voted upon at this meeting. I will pause for a few moments while Mr. Roberts reviews the ballots.

Read the rest of this transcript for free on seekingalpha.com