PHI Shareholders Adopt Annual Director Elections, Board Revised Corporate Governance Rules
Monday, May 23, 2005
Shareholders of Pepco Holdings, Inc. (NYSE: POM) have approved by an 80.5 percent vote of the total shares outstanding a management proposal for the annual election of directors.
The PHI board proposed this amendment to the Company’s certificate of incorporation, saying that declassification would be “in the best interests of the Company.” Beginning in 2006, directors will stand for one-year terms, but those already elected to three-yeart erms by shareholders will complete their terms.
The Company had a staggered board in place since it became a public company at the time of the closing of the merger of Pepco and Conectiv in 2002. Prior to the merger, Pepco had a staggered board since 1988 and Conectiv had a staggered board from the time it became a publicc ompany in 1998.
Evelyn Y. Davis of Washington, a shareholder of PHI, submitted a proposal for inclusion in the proxy for the 2005 Annual Meeting recommending that the board reinstate the election of all directors annually. “Mrs. Davis has been diligent since 1989 in her efforts to bring about the change,”said Dennis R. Wraase, Chairman and Chief Executive Officer.
Also during Friday’s meeting, shareholders elected three directors to new three-year terms, ratified the appointment of Pricewaterhouse Coopers LLP as independent registered accounting firm, and defeated a shareholderproposal that directors be elected by the majority of votes cast at the Annual Meeting.
Media Contact: Robert Dobkin (202) 872-2680
Investor Contact: Anthony Kamerick (202) 872-2056
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Through its subsidiaries Atlantic City Electric, Delmarva Power and Pepco, PHI delivers regulated electricity and natural gas service to about 1.8 million customers in the Districto f Columbia, Delaware, Maryland, New Jersey and Virginia. PHI provides competitive energy products and services to residential and commercial customers through Conectiv Energy and Pepco Energy Services.
