EDMONTON, Alberta – The annual meeting of shareholders (annual meeting) for Capital Power Corporation (TSX: CPX) (Capital Power or the Company) was held on April 26, 2013 in Edmonton, Alberta. Each of the matters voted upon at the annual meeting is discussed in detail in the Company’s Management Proxy Circular dated March 12, 2013 and is available on the Company’s website at: www.capitalpower.com/2013AGM.
The total number of shares represented by shareholders present in person and by proxy at the annual meeting was 59,310,303 representing 60.09% of the Company’s outstanding Common and Special Voting Shares.
1. Election of Directors:
Each of the eight director nominees put forward by management were elected by a vote conducted by way of ballot as follows:
|Director||Votes in Favour||% in Favour||Votes Withheld||% Withheld|
Each of the four director nominees put forward by EPCOR Power Development Corporation (EPCOR), being Donald Lowry, Robert Phillips, Hugh Bolton and Allister McPherson, were elected by acclamation. Pursuant to the Company’s Articles of Incorporation, EPCOR, as the sole holder of the Company’s issued and outstanding Special Voting Shares, has the right to elect four directors of the Company, and EPCOR nominated only Donald Lowry, Robert Phillips, Hugh Bolton and Allister McPherson for election. A proxy representing 28,441,000 (100%) votes for the election of Donald Lowry, Robert Phillips, Hugh Bolton and Allister McPherson, and nil votes withheld, was received from EPCOR.
2. Appointment of Auditors:
The appointment of KPMG LLP, Chartered Accountants, to serve as the auditors of the Company until the close of the next annual meeting, at remuneration to be fixed by the Directors on the recommendation of the Audit Committee, was approved by a show of hands. Proxies representing 59,271,816 (99.96%) votes for and 26,506 (0.04%) votes withheld were received.
3. Approach to executive compensation:
On an advisory basis and not to diminish the role and responsibility of the board of directors, the approach to executive compensation disclosed in the Company’s Management Proxy Circular was approved by a show of hands. Proxies representing 58,590,416 (98.90%) votes for and 652,086 (1.10%) votes against were received.
4. Approve shareholder rights plan:
The shareholder rights plan of the Company as set out in the Shareholder Rights Plan Agreement made as of November 20, 2012 between the Company and Computershare Trust Company of Canada, and the authorization of any director or officer of the Company to do all things and execute all documents to give effect thereto, was approved by a show of hands. Proxies representing 54,522,634 (92.03%) votes for and 4,719,868 (7.97%) votes against were received.
5. Confirm an amendment to our by-laws:
By-Law No. 3 of the Company, as approved by the board of directors of the Company on March 1, 2013 was confirmed, without amendment, by a show of hands. Proxies representing 59,037,344 (99.65%) votes for and 205,158 (0.35%) votes against were received.
About Capital Power
Capital Power (TSX: CPX) is a growth-oriented North American power producer headquartered in Edmonton, Alberta. The company develops, acquires, operates and optimizes power generation from a variety of energy sources. Capital Power owns more than 3,600 megawatts of power generation capacity at 16 facilities across North America. An additional 595 megawatts of owned generation capacity is under construction or in advanced development in Alberta and Ontario.