NOTICE OF THE ANNUAL MEETING OF
SHAREHOLDERS
OF MGE ENERGY, INC.
Date: Tuesday,
May 20, 2008
Time: 11:00 a.m.,
local time
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Place: |
Marriott
Madison West |
Purpose:
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To elect two
Class I directors to terms of office expiring at the 2011 Annual Meeting
of Shareholders; |
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To ratify the
selection of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year 2008; and |
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To transact
such other business as may properly come before the meeting. |
Shareholders of record at the close of
business on March 14, 2008, are entitled to vote at the meeting. Your vote
is important to us. Even if you plan to attend the meeting in person, please
cast your vote by signing, dating and returning your proxy card; calling the
toll-free number; or logging on the Internet.
The matters to be acted upon at the
meeting are described in the accompanying proxy statement.
By Order of the Board of Directors
TERRY A. HANSON
Vice President, Chief Financial
Officer and Secretary
April 14, 2008
TABLE OF CONTENTS
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QUESTIONS AND ANSWERS
Q: Why am I receiving this proxy statement?
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A: |
We are sending
this document to you because our Board of Directors is seeking your proxy to
vote your shares at our annual meeting. The notice of annual meeting, proxy
statement and accompanying proxy card are first being mailed on or about
April 14, 2008, to shareholders of record at the close of business on
March 14, 2008. |
Q: When and where will the annual meeting take place?
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The meeting
will be held on Tuesday, May 20, 2008, at 11:00 a.m., local time,
at the Marriott Madison West, |
Q: What is the purpose of the meeting?
A: The purpose of the meeting is:
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To elect two
Class I directors to terms of office expiring at the 2011 annual meeting
of shareholders; |
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To ratify the
selection of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year 2008; and |
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To transact
such other business as may properly come before the meeting. |
Q: Do I need a ticket to attend the meeting?
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No; however, if
you plan to attend the meeting, please fill out the enclosed reservation form
and return it with your proxy card so we may have an indication of the number
of shareholders planning to attend the meeting. If your shares are held
through a broker or its nominee and you would like to attend the meeting,
please contact Shareholder Services at (800) 356-6423 to make a
reservation. |
Q: Why did I receive more than one copy of this proxy
statement?
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If you own our
common stock in more than one account, such as individually and also jointly
with your spouse, you may receive more than one copy of this document. This
duplication can be eliminated. For information on combining the mailings into
one, registered shareholders may contact our Shareholder Services Department at
investor@mgeneergy.com or toll-free at (800) 356-6423. Street holders
should contact their broker. |
Q: What is MGE Energy, Inc.?
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A: |
We (MGEE) are
an investor-owned public utility holding company formed in August of 2002.
Our headquarters are in |
VOTING
Number of Votes Per Share
Each share of common stock issued and
outstanding as of the record date for the meeting is entitled to one vote at
the meeting, except as described below for shareholders who own more than a
specified percentage of the common stock.
The record date for the meeting is
March 14, 2008. Holders of record as of such date can vote in person at
the meeting or by proxy. By giving us your proxy, you are authorizing the
individuals named on the proxy card (the proxies) to vote your shares in the
manner you indicate. On March 14, 2008, there were 21,999,588 shares
of our common stock issued and outstanding.
Our Articles of Incorporation contain a
provision limiting the voting power of any shareholder who acquires more than
10 percent of our outstanding voting stock. In addition, under the
Wisconsin Business Corporation Law, the voting power of shares held by any
person in excess of 20 percent of the voting power in the election of
directors is limited to 10 percent of the full voting power of the excess
shares. To our knowledge, neither of these limitations currently applies to any
shareholder.
How Street Name Holders May Vote
If you own shares through a broker, the
registered holder of those shares is your broker or its nominee. If you receive
our proxy materials from your broker, you should vote your shares by following
the procedures specified by your broker. Your broker will tabulate the votes it
has received from its customers and submit a proxy card to us reflecting those
votes. If you plan to attend the annual meeting and vote your shares in person,
you should contact your broker to obtain a broker’s proxy card and our
Shareholder Services Department at (800) 356-6423 to make a reservation
for the meeting.
How Registered Holders May Vote
If you personally hold a certificate for
your shares or have shares held by us in the Direct Stock Purchase and Dividend
Reinvestment Plan, then you are the registered holder. Shares you have
accumulated in the Direct Stock Purchase and Dividend Reinvestment Plan are
held by the administrator under the nominee name of Madge & Co. Those
shares, including your certificate shares, will be voted in accordance with the
direction given by you on your proxy.
As a convenience to you, we are providing
you with the option to vote by proxy via the Internet or via toll-free
touch-tone telephone. Refer to your proxy card for more information and
instructions. If you prefer, you may cast your vote by returning your signed
and dated proxy card. Instructions regarding all three methods of voting are
included on the proxy card. The signature on the proxy card should correspond
exactly with the name of the shareholder as it appears on the proxy card. Where
stock is registered in the name of two or more persons, each of them should
sign the proxy card. If you sign a proxy card as an attorney, officer, personal
representative, administrator, trustee, guardian or in a similar capacity,
please indicate your full title in that capacity.
In voting for the election of directors in
Proposal 1, you may vote for the election of all of the nominees or you
may withhold your votes as to all or specific nominees. In voting on the
ratification of the selection of our independent registered public accounting
firm in Proposal 2, you can specify whether you approve, disapprove or
abstain. If you sign and return the proxy card without specifying any
instructions and without indicating expressly that you are not voting some or
all of your shares on a particular proposal, your shares will be voted for the
proposal.
Holders Needed to Establish a Quorum
A quorum is necessary to hold a valid
meeting of shareholders. If holders of a majority of the outstanding shares of
common stock are present in person or by proxy for a particular proposal, a
quorum will exist for that proposal. In order to assure the presence of a
quorum, please vote via the Internet, telephone or sign and return your proxy
card promptly in the enclosed postage-paid envelope even if you plan to attend
the meeting. Abstentions and broker non-votes are counted as present for
establishing a quorum. A broker non-vote occurs when a broker votes on one or
more matters on the proxy card, but not on others because the broker does not
have the authority to do so.
The Vote Necessary for Action to be Taken
The two persons receiving the greatest
number of votes will be elected to serve as Class I directors. More than
one-half of the shares present in person or by proxy and entitled to vote at
the annual meeting must vote for the ratification of the selection of auditors
in order for that proposal to be approved. Accordingly, withholding authority
to vote for a director, abstentions and broker non-votes will not affect the
outcome of the election of directors. Abstentions and broker non-votes have the
same effect as a vote against ratification of the selection of our independent
registered public accounting firm.
Revocation of Proxies
If you are a registered holder of our
common stock, you may revoke your proxy by giving a written notice of
revocation to our Corporate Secretary at any time before your proxy is voted,
by executing a later-dated proxy card that is voted at the meeting or by
attending the meeting and voting your shares in person. If your shares are held
by a broker, you must contact your broker to revoke your proxy. Attendance at
the meeting will not automatically revoke your proxy.
Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to Be Held on May 20, 2008
This proxy statement, our 2007 annual
report on Form 10-K and our 2007 summary annual report are available at
www.mgeenergy.com/proxy. Shareholders
can elect to receive e-mail alerts when proxy and annual meeting materials are
available on the Internet, instead of receiving paper copies in the mail. If
you are a registered holder of our common stock, you may sign up for e-mail
alerts, which will notify you when the proxy materials are available via the
Internet, by contacting our Shareholder Services Department. If your shares are
held by a broker, you must contact your broker to receive these materials via
the Internet.
PROPOSAL 1 — ELECTION OF
DIRECTORS
As described below, the Board of Directors
consists of eight directors divided into three classes, with one class having
two directors and two classes having three directors. One class is elected each
year for a term of three years. Accordingly, it is proposed that the two
nominees listed below be elected to serve as Class I directors for
three-year terms to expire at the 2011 annual meeting and upon the election and
qualification of their successors.
All of our directors serve concurrently as
directors of MGE. As discussed below under “Board of Directors Information,”
our Board of Directors has determined that all of our directors, other than
Mr. Wolter, are independent as defined in the applicable NASDAQ Stock
Market, Inc., listing standards.
Ms. Dewey and Ms. Millner are
currently Class I directors whose terms expire at the 2008 annual meeting
of shareholders and who have been nominated by the Board for reelection.
Ms. Dewey was elected by the Board to fill the vacancy created by the
resignation of Donna Sollenberger.
Each of the nominees has indicated a willingness to
serve if elected, and the Board has no reason to believe that any nominee will
be unavailable. If any nominee should become unable to serve, it is presently
intended that your proxy will be voted for a substitute nominee designated by
the Board. Under the Company’s retirement guidelines for directors, directors
who have served as the chief executive officer or who have been retained as a
salaried consultant shall resign from the Board no later than the date and time
of the annual meeting of shareholders following their 70th birthday.
The following table sets forth information
about the nominees and the current directors who will continue in office after
the meeting.
THE BOARD RECOMMENDS A VOTE “FOR” ALL NOMINEES.
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MGEE** |
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Director |
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Names (Ages)*
and Business Experience |
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Since |
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Nominees Class I — Term Expiring in 2011 |
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1996 |
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Attorney,
analyst and broker in commercial real estate for more than 30 years;
President, RMM Enterprises, Inc., which specializes in complex real estate
projects providing legal, consulting and brokerage services for private
clients and governmental agencies. |
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Londa J. Dewey (47), |
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2008 |
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President, QTI
Group, Inc., a human resources and staffing company since 2007. Former
President, Private Client Group and Market President, at U.S. Bank, where she
was an employee from 1982 to 2007 and an Officer from 1985 to 2007. Director
of American Family Insurance; Chairman of the Board, United Way of Dane
County; Vice Chair of the Board, Meriter Health Services, Inc.; director,
Edgewood High School; director, University of Wisconsin Family Business
Advisory Board.; director and former Chair, Camp Manitowish YMCA Board. |
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Members of the Board of Directors Continuing in Office |
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Class II — Term Expiring in 2009 |
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H. Lee Swanson (69), |
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1988 |
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Chairman of the
Board and President, SBCP Bancorp, Inc., and Chairman of the Board of the
State Bank of Cross Plains, with which he has been associated for more than
42 years. |
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John R. Nevin (64), |
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1998 |
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Executive
Director, Grainger Center for Supply Chain Management, and Grainger Wisconsin
Distinguished Professor, School of Business, University of Wisconsin-Madison,
where he has been a faculty member for 37 years. |
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Gary J. Wolter (53), |
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2000 |
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Chairman,
President and CEO of MGE Energy, Inc., and Madison Gas and Electric Co., of
which he has been an Officer since 1989 and an employee since 1984. |
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Class III — Term Expiring in 2010 |
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Richard E. Blaney (71), |
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1974 |
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Former
President of Richard Blaney Seeds Inc., and Blaney Farms, Inc., with which he
was associated for more than 31 years. Blaney Seeds, Inc.’s principal
business is retail sales of hybrid seed corn and other agricultural products.
Former President of Blaney Agri-Research Foundation and former director of
the Wisconsin Agri-Business Council. |
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Frederic E. Mohs (70), |
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1975 |
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Partner in the
law firm of Mohs, MacDonald, Widder & Paradise, of which he has been
a member since 1968; also Regent Emeritus of the University of Wisconsin (UW)
System, retired director of the UW Hospital and Clinics and retired member of
the Board of Trustees of the University of Wisconsin Research Park. |
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F. Curtis Hastings (62), |
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1999 |
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Chairman of J.
H. Findorff & Sons, Inc., commercial and industrial general
contractors and design builders, with which he has been associated for more
than 35 years; also director of National Guardian Life Insurance Co. |
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Ages as of
December 31, 2007. |
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** |
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Date when first
became a director of MGE. Ms. Dewey became a director of MGE Energy,
Inc., in 2008. The other persons became directors of MGE Energy, Inc., when
it became the holding company of MGE in August 2002. |
PROPOSAL 2 — RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The second proposal to be considered at
the annual meeting is the ratification of our selection of PricewaterhouseCoopers
LLP as our independent registered public accounting firm for 2008. If the
shareholders do not ratify the selection or if PricewaterhouseCoopers LLP
declines to act or otherwise becomes incapable of acting or if their
appointment is otherwise discontinued, we will appoint other independent
accountants.
We selected PricewaterhouseCoopers LLP to
audit our consolidated financial statements for 2008. PricewaterhouseCoopers
LLP is expected to have a representative present at the 2008 annual meeting who
may make a statement and will be available to respond to appropriate questions.
Our Audit Committee approves each
engagement of the independent registered public accounting firm to render any
audit or non-audit services before the firm is engaged to render those
services. The Chairman of the Audit Committee or other designated Audit
Committee member may represent the entire Audit Committee for purposes of this
approval. Any services approved by the Chairman or other designated Audit
Committee members are reported to the full Audit Committee at the next
scheduled Audit Committee meeting.
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Independent
Registered Public Accounting Firm Fees Disclosure |
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2007 Fees |
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2006 Fees |
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Audit Fees |
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Audit of financial statements and internal controls |
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$ |
674,000 |
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749,000 |
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Review of SEC filings and comfort letters |
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$ |
100,693 |
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$ |
75,500 |
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Total Audit Fees |
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774,693 |
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$ |
824,500 |
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Audit Related Fees |
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$ |
0 |
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$ |
0 |
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Total Audit Related Fees |
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$ |
0 |
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$ |
0 |
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Tax Fees |
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Tax research for |
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$ |
0 |
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$ |
5,700 |
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Review of federal and state income tax returns |
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$ |
30,858 |
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$ |
24,400 |
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Tax compliance research |
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$ |
0 |
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$ |
52,900 |
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