Dynegy Inc. (DYN)
May 21, 2013 11:00 am ET
Patrick Wood - Chairman, Member of Corporate Governance & Nominating Committee, Ex-Officio Member of Audit Committee, Ex-Officio Member of Compensation & Human Resources Committee and Ex-Officio Member of Finance & Commercial Oversight Committee
The Dynergy webcast meeting will now begin.
I'd like to ask for our meeting to come to order. Good morning. I'm Pat Wood, Chairman of the Board of Directors, and I will act as Chairman of this meeting today. On behalf of Dynergy's Board of Directors and Executive Management team, I'd like to welcome you to Dynegy's 2013 Annual Meeting. We're excited this year to be hosting our first completely virtual meeting with our stockholders attending exclusively via our Annual Meeting web portal. Through this new online platform, we hope to increase participation and reach a greater number of our stockholders. And by continuing to embrace technologies like the Internet to host of our Annual Meeting and distribute our meeting materials, we believe we can expedite delivery of our proxy materials and reduce the cost and environmental impact of our annual meeting. We very much appreciate your interest as stockholders of Dynergy.
A copy of the agenda for today's meeting is posted on our Annual Meeting web portal. The meeting will be conducted according to this agenda. In particular, I would like to note that we will hold the formal business portion of the meeting first and then there will be an opportunity for stockholders to ask questions following adjournment. Only validated stockholders that have entered their control number will be able to ask questions via the web portal. Out of consideration for others, please limit yourself to one question. Please note, that this meeting is being recorded and will be available on the Annual Meeting web portal. However, no one else attending today's meeting is permitted to use any audio recording device.
Now, I'd like to introduce the other Directors and Director Nominees who have joined us today. Hilary Ackermann, Paul Barbas, Bob Flexon, Dick Kuersteiner, J.R. Sult and Jeff Stein. In addition, I would like to introduce the members of Dynergy's Executive Management team. Bob Flexon, our President and Chief Executive Officer; Clint Freeland, our Chief Financial Officer; Hank Jones, our Chief Commercial Officer; Carolyn Burke, our Chief Administrative Officer; Catherine Callaway, our General Counsel and Chief Compliance Officer; and Mario Alonso, our Head the Strategic Development. We also have Mike Osborne [ph], Marcelo Donatio [ph] and Adam Bonson [ph] from Ernst & Young LLP, our independent registered public accountant, here with us today. They are available to respond to appropriate questions.
We'll now proceed with a formal business meeting. Heidi Lewis [ph], our Vice President, Group General Counsel and Assistant Secretary, will act as Secretary of this meeting and will present proof of the due calling and convening of this meeting.
Thanks, Pat. I hereby present to the meeting the notice of annual meeting and proxy statement. Together with the formal proxy and an affidavit of Broadridge Financial Services, as to the mailing of each of the foregoing documents to stockholders of record of common stock as of the close of business on March 28, 2013, the record date for the meeting.
Thank you. Heidi, do we have the list of the stockholders entitled to vote at this meeting?
Yes, we do. A list of Dynergy's shareholders as of the record date, certified by Computershare Investor Services, was made available for examination at our corporate headquarters for at least the past 10 days, is presented here at this meeting and has been posted to the web portal.
Pursuant to Dynegy's bylaws, Ms. Jennifer Flinn, a representative of the Broadridge Financial Services, is hereby appointed as the Inspector of Election at this meeting. Heidi, has Ms. Flinn been -- has she executed the oath of inspector?
Yes, she has.
Thank you. The Secretary has delivered to the Inspector the certified stockholder list as of the record date and all proxies that have been previously submitted to the Secretary. Will the Inspector please report whether a quorum is present?
Mr. Chairman, a quorum is present. They are represented at this meeting, in person or by proxy, stockholders holding 88,432,340 shares or approximately 88% of the issued and outstanding shares of common stocks entitled to vote at the meeting.
I declare then that a quorum is present and that this meeting is duly and properly convened. I now declare the voting polls open. We will now proceed to the formal business items of the meeting, which are being presented as set forth in the proxy statement.
The first item to be submitted for stockholder consideration is the election of a Board of Director to serve for the coming years. The 7 individuals who are nominees for Director were introduced to you at the onset of this meeting.
The second item to be submitted for stockholder consideration is a proposal to approve, on an advisory basis, the compensation of Dynergy's named Executive Officers as described in our proxy statement.
The third item to be submitted for stockholder consideration is the ratification of the appointment of Ernst & Young LLP, as our independent registered public accountant.
I'll now ask that the stockholders submit any final instructions via the Annual Meeting web portal. Stockholders who have already sent in proxies or voted by telephone or the Internet and do not want to change their vote, do not need to take any further action.
Now that everyone has had an opportunity to vote, I know declare the voting polls closed. I will now accept the voting report from the Inspector of Election. I remind you that this report is based on the votes received prior to the start of this meeting. All ballots and proxies received before the voting polls closed this morning will be verified, and the final number of shares voted for each proposal will be reported by the Inspector of Election for the minutes. Is the Inspector prepared to announce preliminary voting results?
Mr. Chairman, stockholders holding at least 85,887,836 shares of the company's common stock or approximately 99.84% of the shares represented at the meeting and entitled to vote on the matter voted for the election of 7 individuals whose names are printed on the proxy cards as Directors of the of the ensuing year.
With respect to the proposal to approve, on an advisory basis, the compensation of Dynergy's named Executive Officers, the results are: Stockholders holding 85,883,742 shares of common stock voted for the proposal, stockholders holding 135,079 shares of common stock voted against the proposal, and stockholders holding 6,161 shares of common stock abstained from voting.
With respect to the proposal to ratify the selection of Ernst & Young LLP as Dynergy's independent registered public accountant, the results are: Stockholders holding 88,393,245 shares of common stock voted for the proposal, stockholders holding 37,084 shares of common stock voted against the proposal and stockholders holding 2,011 shares of common stock abstained from voting.
Thank you. In accordance with the report of the Inspector, I hereby declare as follows: That the 7 Director nominees have been duly elected to serve as Directors of Dynergy for the ensuing year, that the proposal to approve, on an advisory basis, the compensation of Dynergy's named Executive Officers has carried, and that the proposal to ratify the selection of Ernst & Young, LLP as Dynergy's independent Registered Public Accountant has carried. This completes the formal portion of our meeting and I declare that the meeting to be officially adjourned.
I will now open the meeting to questions posted on the web portal at this time.
Mr. Chairman, we have one question. And the question is, can you please describe in layman's terms how an increase in natural gas prices impacts our earnings.
And the way that I would answer that is, when you look at Power Generation in the markets in which we participate, the clearing price for electricity is typically set by plants that use natural gas as the feedstock for the electric generation. So natural gas prices tend to set the marginal clearing price for electricity. So in other words, if natural gas goes up, the price of electricity tends to go up, which drives our revenues higher, increasing our earnings. As natural gas prices decline, the cost of electricity tends to go down, which lowers our earnings. So hopefully, that answers the shareholder's question.
Are there any other questions? All right. Hearing then, our program for the day has concluded. Thank you for participating in today's meeting via the Internet and for your continued support of our company.
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