SCHEDULE 14A
Information Required in Proxy Statement Schedule 14A Information
Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934
Check the appropriate box:
|_|Preliminary Proxy Statement |_|Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|X|Definitive Proxy Statement
Mirant Corporation
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
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[Logo]
Mirant
Notice of
2002 Annual Meeting
and Proxy Statement
See the Opportunity sm
Contents
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General Information.........................................................1
Corporate Governance........................................................3
Directors...................................................................5
Nominees for Election as Directors..........................................7
Compensation Committee Report...............................................8
Audit Committee Report.....................................................10
Executive Compensation Information.........................................12
Stock Ownership Table......................................................15
Summary Compensation Table.................................................16
Stock Option Grants, Exercises and Year-End Values.........................18
Pension Plan Table.........................................................19
Five-Year Performance Graph................................................20
Audit Committee Charter...................................................A-1
Letter to Shareholders
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Marce Fuller 1155 Perimeter Center West
President and Atlanta, Georgia 30338
Chief Executive Officer
March 18, 2002
Dear Fellow Shareholder:
You are cordially invited to attend our 2002 Annual Meeting of Stockholders at
9:00 a.m. EDT on Thursday, April 25, 2002 at the Grand Hyatt Atlanta in Atlanta,
Georgia.
At the meeting, we will elect 2 members of our board of directors.
Your vote is important. Please review the proxy material and return your proxy
form as soon as possible.
I look forward to seeing you on April 25.
Sincerely,
/s/ Marce Fuller [Photo]
Notice of Annual Meeting of Shareholders - April 25, 2002
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WHEN WHERE
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9:00 a.m. EDT, on Grand Hyatt Atlanta
Thursday, April 25, 2002 3300 Peachtree Road
Atlanta, Georgia
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WHAT WHO
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(1) Elect 2 members of the board of directors, and Stockholders owning Mirant common stock at the close
(2) Transact other business properly coming before of business on March 7, 2002, are entitled to attend
the meeting. and vote at the meeting. If you attend, please note that you
may be asked to present valid picture identification, such as a
driver's license or passport. Also, if you hold your shares in
a "street name" (that is, through a broker or other nominee),
you will need to show a copy of a brokerage statement
reflecting your stock ownership as of the record date.
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DOCUMENTS VOTING
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The Proxy Statement, proxy form, and the Mirant Annual Even if you plan to attend the meeting in Atlanta,
Report are included in this mailing. please provide us your voting instructions in one of
the following ways as soon as possible:
(1) Internet - use the Internet address on the
proxy form
(2) Telephone - use the toll-free number on the
proxy form
(3) Mail - mark, sign, and date the proxy form and
return in the enclosed postage-paid envelope
By Order of the Board of Directors, Elizabeth B. Chandler, Secretary, March 18,
2002
General Information
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Why am I receiving this Proxy Statement?
The board of directors of Mirant Corporation is soliciting your proxy for the
2002 Annual Meeting of Shareholders and any adjournments thereof. The meeting
will be held at 9:00 a.m., EDT, on Thursday, April 25, 2002, at the Grand Hyatt
Atlanta, 3300 Peachtree Road, Atlanta, Georgia. This Proxy Statement and proxy
form are initially being provided to stockholders on or about March 25, 2002.
What's being voted upon at the meeting?
The election of 2 directors for a three-year term. We are not aware of any other
matters to be presented to the meeting; however, the holders of the proxies will
vote in their discretion on any other matters properly presented.
How do I give voting instructions?
You may give your voting instructions by the Internet, by telephone, by mail or
in person at the meeting. Instructions are on the proxy form. The proxy
committee, named on the enclosed proxy form, will vote all properly executed
proxies that are delivered pursuant to this solicitation and not subsequently
revoked in accordance with the instructions given by you.
Can I change my vote?
Yes, you may revoke your proxy by submitting a subsequent proxy or by written
request received by Mirant's Corporate Secretary before the meeting.
Who can vote?
All stockholders of record on the record date of March 7, 2002. On that date,
there were 401,425,578 Mirant Corporation common shares outstanding and entitled
to vote.
How much does each share count?
Each share counts as one vote. For the purpose of determining a quorum,
abstentions are counted, but shares held by a broker that the broker fails to
vote are not. Neither are counted for or against the matters being considered.
What does it mean if I get more than one proxy form?
You will receive a proxy form for each account that you have. Please vote
proxies for all accounts to ensure that all your shares are voted. You may
consolidate multiple accounts online at www.melloninvestor.com or call our
transfer agent, Mellon Investor Services 866 647-2681.
Why is only one Annual Report and Proxy Statement sent to some stockholders
sharing the same address?
In accordance with notices sent to certain street-name stockholders who share a
single address, we are sending only one annual report and proxy statement to
that address unless we received contrary instructions from any stockholder at
that address. This practice, known as 'householding', is designed to reduce our
printing and postage costs. Any stockholder who wishes to receive a separate
annual report or proxy statement in the future and those receiving multiple
copies who would prefer single copies should contact their broker or send their
name, the name of their broker, and their account number to Householding
Department, 51 Mercedes Way, Edgewood, NY 11717. We will send stockholders a
copy of this proxy statement or our annual report upon written request to Mirant
Stockholder Services, 1155 Perimeter Center West, Atlanta, GA 30338 or call us
at 678 579 7777.
General Information
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When are stockholder proposals due for the 2003 Annual Meeting of Shareholders?
The deadline for the receipt of stockholder proposals to be considered for
inclusion in Mirant's proxy materials is November 21, 2002. They must be
submitted in writing to our Corporate Secretary at 1155 Perimeter Center West,
Atlanta, Georgia 30338. For stockholder proposals that are not included in
Mirant's proxy materials to be presented at next year's meeting, you must comply
with the written notice procedures set forth in Section 1.10 of our bylaws
before January 25, 2003. The proxy solicited by the board of directors for next
year's meeting will confer discretionary authority to vote on any proposal that
does not meet these requirements.
Who pays the expense of soliciting proxies?
Mirant pays the cost of soliciting proxies. The officers or other employees of
Mirant or its subsidiaries may solicit proxies to have a larger representation
at the meeting.
2
Corporate Governance
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How is Mirant Organized?
Mirant Corporation is managed by a core group of officers and governed by a
board of directors that has been set at eight members effective April 25, 2002.
The directors consist of a non-employee Chairman, six other non-employees and
the Chief Executive Officer of Mirant.
What are Directors paid for their services?
Only non-employee directors are compensated for board service. The pay
components are:
Annual retainers:
$70,000 paid in shares of Mirant common stock, all or a portion of which may be
deferred in accordance with the terms of Mirant's Deferred Compensation Plan for
Directors and Select Employees.
Meeting fees:
|X| $2,500 for each board meeting attended
|X| $1,250 for each committee or other meeting attended
Chairman's compensation:
The board has approved compensation for the Chairman, as a non-employee, to be
paid for two years from April of 2001, as follows:
|X| annual cash compensation of $240,000; and
|X| equity compensation commensurate with stock option grants made to the Chief
Executive Officer.
Directors may elect to defer up to 100 percent of their compensation until
membership on the board ends.
There is no pension plan for non-employee directors.
How often did Directors meet?
The board of directors met 11 times in 2001. Average director attendance at all
board and committee meetings was 94 percent. No director attended less than 75
percent of applicable meetings. Committees of the Board as of March 18, 2002
Audit Committee:
|X| Members are Mr. Lesar, Chairman; Mr. Correll; Mr. Eizenstat; Mr. Ghosn; and
Mr. Hjerpe
|X| Met 5 times in 2001
|X| Oversees Mirant's auditing, accounting, financial reporting, legal
compliance, and internal control functions
|X| Reviews independent auditor's report on Mirant's financial statements,
significant changes in accounting principles and practices, significant
proposed adjustments, and any unresolved disagreements with management
concerning accounting or disclosure matters
|X| Recommends independent auditors and reviews their independence, services,
fees, and the scope and timing of audits
The board of directors selects the independent auditors upon the recommendation
of the Audit Committee. The Audit Committee considered the qualifications of the
members of the engagement team and formal responses from the independent
auditors as to their staffing plan, quality controls and financial viability. On
February 20, 2002, upon recommendation of the Audit Committee, the board of
directors selected Arthur Andersen LLP as independent auditors for 2002.
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Corporate Governance
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Mirant continues to evaluate its alternatives and is prepared to transition to
another independent auditor if the board determines that such change is in the
best interest of the company and its shareholders. If the board of directors
changes its selection of independent auditors for 2002, that selection will be
promptly disclosed.
Representatives of Arthur Andersen LLP are expected to be present at the annual
meeting and will have an opportunity to make a statement if they desire and to
respond to appropriate questions from stockholders.
Compensation Committee:
|X| Members are Mr. Correll, Chairman; Mr. Lesar; and Mr. McDonald
|X| Met 5 times in 2001
|X| Approves and oversees compensation philosophy, amounts, plans, and policies
|X| Evaluates performance of executive officers and sets their compensation
|X| Administers executive compensation plans
|X| Reviews management succession plans
|X| Recommends compensation for non-employee directors
Nominating and Governance Committee:
|X| Members are Mr. Dahlberg, Chairman; Mr. Correll; and Mr. Robinson
|X| Met 1 time in 2001
|X| Establishes membership criteria and develops a pool of candidates for
future board vacancies
|X| Evaluates and recommends nominees for election as directors
|X| Reviews independence of outside directors
|X| Recommends the size of the board and the classification of directors
|X| Recommends composition, responsibilities and chairmen of committees of the
board
The Nominating and Governance Committee expects to identify from its own
resources qualified nominees but will accept from stockholders recommendations
of individuals to be considered as nominees. Stockholder recommendations,
together with a description of the proposed nominee's qualifications, relevant
biographical information, and signed consent to serve, should be submitted in
writing to Mirant's Corporate Secretary and received by that office by January
25, 2003. Stockholder recommendations will be considered by the Nominating and
Governance Committee in determining nominees to recommend to the board. The
final selection of the board's nominees is within the sole discretion of the
board of directors.
4
Directors - Term Ending 2003
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A. D. Correll - Director since 2000
Mr. Correll, 60, is chairman of the board, chief executive officer, and
president of Georgia-Pacific Corporation, manufacturers and distributors of
building products, pulp, and paper. He served as president and chief operating
officer of Georgia-Pacific from 1991 to 1993, when he was appointed to his
current position. He is a director of Georgia-Pacific Corporation, Norfolk
Southern Corporation, and SunTrust Banks, Inc.
Carlos Ghosn - Director since 2001
Mr. Ghosn, 48, is president and chief executive officer of Nissan Motor Co.,
Ltd. He was president from June 2000 and chief operating officer from June 1999
until June 2001, when he was appointed to his current position. He was executive
vice president in charge of general management of Renault SA from December 1996
to June 1999. He was chairman, president and chief executive officer of Michelin
North America from 1990 to 1996. He is a director of Alcoa, Inc. and Nissan
Motor Co., Ltd.
James F. McDonald - Director since 2001
Mr. McDonald, 62, is chairman, president and chief executive officer of
Scientific-Atlanta, Inc., telecommunications. He was a general partner of J. H.
Whitney venture capital from 1991 to 1993, when he was appointed to his current
position. From 1989 to 1991 he led the restructuring of Prime Computer as
president and chief executive officer. He is a director of Burlington Resources,
Inc., National Data Corporation, and Scientific-Atlanta, Inc.
5
Directors - Term Ending 2004
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S. Marce FULLER - Director since 1999
Ms. Fuller, 41, is president and chief executive officer of Mirant. She was
president and chief executive officer of Mirant Americas Energy Marketing from
September 1997 to July 1999; and one of our executive vice presidents from
October 1998 to July 1999, when she was appointed to her current position. From
May 1996 to September 1997, she was senior vice president in charge of our North
American operations and business development. Prior to that, from February 1994
to May 1996, she was our vice president for domestic business development. She
is also a director of Curtiss-Wright Corporation and EarthLink, Inc.
David J. Lesar - Director since 2000
Mr. Lesar, 48, is chairman, president and chief executive officer of Halliburton
Company, diversified energy services. He was president and chief operating
officer of Halliburton Company from June 1997 until August 2000, when he was
appointed to his current position. He was executive vice president and chief
financial officer of Halliburton Company from June 1995 until June 1997; and
president and chief executive officer of its Brown & Root, Inc. subsidiary from
September 1996 until June 1997. He is a director of Halliburton Company and
Lyondell Chemical Company.
Ray M. Robinson - Director since 2001
Mr. Robinson, 54, is president of the Southern Region of AT&T Corporation,
telecommunications. He served as vice president - corporate relations from 1994
to 1996, when he was appointed to his current position. He joined AT&T in 1968
and has held numerous senior management positions in marketing, corporate
relations, engineering and regulatory affairs. He is a director of Acuity
Brands, Inc., Avnet, Inc., Citizens Trust Bank, and National Service Industries,
Inc.
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Nominees for Election as Directors
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ITEM NO. 1 -- ELECTION OF DIRECTORS -- TERM ENDING 2005
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The persons named on the enclosed proxy form will vote, unless otherwise
instructed, each properly executed proxy for the election of the following
nominees as directors for the three-year term ending in 2005. If any named
nominee becomes unavailable for election, the board may substitute another
nominee. In that event, the proxy would be voted for the substitute nominee
unless instructed otherwise on the proxy form.
A. W. Dahlberg - Director since 1996
Mr. Dahlberg, 61, is chairman of the board of Mirant. He was appointed to his
current position in August 2000. He served as chairman of the board of the
Southern Company from March 1995 until April 2001, during which time Southern
Company was the parent of Mirant. He also served as chief executive officer of
Southern Company from March 1995 until March 2001. He is a director of Equifax,
Inc., Protective Life Corporation, and SunTrust Banks, Inc.
Stuart E. Eizenstat - Director since 2001
Mr. Eizenstat, 59, is a partner of Covington & Burling where he heads the law
firm's international practice. He served as Deputy Secretary of the United
States Department of the Treasury from July 1999 to January 2001. He was Under
Secretary for Economics, Business, and Agricultural Affairs of the United States
Department of State from 1997 to July 1999, and Under Secretary for
International Trade of the United States Department of Commerce from 1996 to
1997. He served as United States Ambassador to the European Union from 1993 to
1996. He was a director of the Overseas Private Investment Corporation from 1996
to 2001. From 1977 to 1981, he was President Jimmy Carter's Chief Domestic
Policy Advisor at the White House. He is a trustee of BlackRock Funds.
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The affirmative vote of a plurality of shares present and entitled to vote is
required for the election of directors.
The board of directors recommends a vote "For" the nominees listed in Item No.
1.
7
Compensation Committee Report
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Mirant's compensation program for its executive officers is administered and
reviewed by the Compensation Committee (the "Committee") of the Board of
Directors. The Committee is comprised of three outside directors, none of whom
is an employee or former employee of Mirant.
Compensation Philosophy
In determining the compensation payable to Mirant's executive officers, the
Committee seeks to achieve the following objectives through a combination of
fixed and variable compensation:
|X| provide a total compensation opportunity that is consistent with
competitive practices, enabling Mirant to attract and retain qualified
executives;
|X| create a direct link between the compensation payable to each executive
officer and the financial performance both of Mirant generally and of the
specific business unit or units for which the executive is responsible; and
|X| create a common interest between executive officers and Mirant's
stockholders through the use of stock options and other stock awards that
link a portion of each executive officer's compensation opportunity
directly to the value of Mirant's common stock.
The Committee's compensation philosophy, and the programs that implement this
philosophy, were developed with the assistance of outside consultants and
counsel. The Committee annually reviews Mirant's compensation policies and
programs in light of this philosophy and of competitive practices.
Base Salary
The Committee establishes each named executive officer's base salary by
comparison to competitive market levels for the executive's job function. The
"Peer Group" used in the Performance Graph on page 20 of this proxy statement
reflects Mirant's direct competitors in its principal business. A broader group
of companies, including many of the "Peer Group" companies, was used for
compensation comparisons. The broader group was used because Mirant believes it
competes with this larger group of companies for the services of talented
executives. Base salaries generally approximate the median level of such
competitive rates and are adjusted based on individual performance. Salaries are
reviewed to determine competitive market levels at regular intervals,
approximately annually.
Short-Term Incentive
For fiscal year 2001, annual bonuses were established by the Committee based
primarily on corporate performance. For the named executive officers, Mirant's
earnings per share, net income and return on equity were the primary
determinants of such executive's total bonus opportunity. Individual performance
was the secondary factor in determining the amount of the bonus opportunity.
Target bonuses are set at the median level of competitive rates. The maximum
payout is set at two times target to award recipients for exceptional
performance.
Long-Term Incentives
Mirant's long-term incentives in 2001 took the form of equity grants consisting
of Mirant stock options and Mirant performance restricted stock units. These
grants were based on the median level of competitive rates.
8
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Mirant Stock Options. Stock options are Mirant's primary long-term incentive. In
awarding stock options to executive officers in 2001, Mirant's intent was that
such options would represent a significant portion of each such officer's total
compensation opportunity, thus aligning the officer's economic interests with
those of Mirant's stockholders. Consistent with this goal, all option awards in
2001 were made at the fair market value of the Common Stock as of the date of
grant. The Committee believes that these awards were reasonable compared to
similar awards made by Mirant's competitors for executive talent.
Mirant Performance Restricted Stock Units. Performance restricted stock units
were awarded in 2001 to certain executives, including the named executive
officers, based upon similar factors as for the stock option grants. The
Committee's purpose for awarding these units was to (i) mitigate the dilutive
effects of awarding equity-based long-term incentives and (ii) award such
executive officers for achievement of stock price appreciation targets.
Compensation of the Chief Executive Officer
The Compensation Committee reviews the compensation of the chief executive
officer on an annual basis. During 2001, Marce Fuller served as Mirant's chief
executive officer and received base compensation of $740,238. Additionally, Ms.
Fuller received a short term bonus and long-term incentives as set forth in the
Compensation Table. The amounts awarded to Ms. Fuller for the short-term and
long-term awards for 2001 were given by the Committee based on Mirant's
achievement of performance measures, including earnings per share, net income
and return on equity.
The options awarded to Ms. Fuller in 2001 become exercisable in installments
over a period of three years. The performance restricted stock units vest in 20%
increments based on attainment of predetermined levels of stock appreciation.
Policy as to Section 162(m) of the Code
Section 162(m) of the Internal Revenue Code 1986, as amended, generally denies a
publicly traded company a Federal income tax deduction for compensation in
excess of $1 million paid to certain of its executive officers unless the amount
of such excess is payable based solely upon the attainment of objective
performance criteria. Mirant has undertaken to qualify substantial components of
the incentive compensation it makes available to its executive officers for the
performance exception to nondeductibility. However, in appropriate
circumstances, it may be necessary or appropriate to pay compensation or make
special incentive or retention awards that do not meet the performance based
exception and therefore may not be deductible by reason of Section 162(m). It is
not anticipated that compensation realized by any executive officer under
Company plans now in effect will result in a material loss of tax deductions.
Members of the committee as of December 31, 2001:
A. D. Correll, Chairman
David J. Lesar
James F. McDonald
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Audit Committee Report
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The Audit Committee's role is one of oversight whereas Mirant's management is
responsible for preparing financial statements and the independent auditors are
responsible for auditing those financial statements. The Audit Committee is not
providing any expert or special assurance as to Mirant's financial statements or
any professional certification as to the independent auditor's work. The Audit
Committee met five times in 2001. The Chairman met separately with management on
several occasions and other committee members participated in many of those
meetings. We have currently scheduled nine committee meetings for 2002.
The duties and responsibilities of the Audit Committee are described in the
Audit Committee Charter, a copy of which is included for your convenience as
Exhibit A to this Proxy Statement.
In discharging its duties and responsibilities, the Audit Committee:
|X| reviewed and discussed Mirant's audited financial statements for the year
ended December 31, 2001 with management and the independent auditors;
|X| discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, as amended;
|X| received from the independent auditors a formal written statement
describing all relationships between the auditors and Mirant that might
affect the auditors' independence as required by Independence Standards
Board Standard No. 1;
|X| discussed with the independent auditors any relationships (including
nonaudit services) that may impact their objectivity and independence;
|X| determined that Mirant should not procure the following services from its
independent auditor: (i) financial systems design and implementation
services (once any existing projects are completed) and (ii) internal audit
outsourcing or co-sourcing services; and
|X| performed various other functions consistent with the Audit Committee
Charter.
Based on the reviews and discussions noted above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in Mirant's Annual Report on Form 10-K for the year ended December 31,
2001 for filing with the Securities and Exchange Commission.
Consistent with the Committee's Charter, each of the Audit Committee members is
an independent director, as that term is defined by the New York Stock Exchange
Listed Company Manual.
Members of the committee as of December 31, 2001:
David J. Lesar, Chairman
Stuart E. Eizenstat
Carlos Ghosn
William M. Hjerpe
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Auditor Independence
The following fees were paid to the independent auditors for 2001:
Audit Fees
The aggregate fees billed by the independent auditors for professional services
rendered for the audit of Mirant's annual financial statements and reviews of
financial statements included in our Forms 10-Q $ 3.0 million
Financial Information Systems Design and Implementation Fees
The aggregate fees billed by the independent auditors for professional services
rendered for financial information systems design and implementation $ 0.8 million
All Other Fees
The aggregate fees billed by the independent auditors for all other services,
consisting of:
Audit-related - including registration statements, financial due diligence
related to acquisitions, and controls testing and reporting $4.4 million
Tax Consulting - including approximately $1.0 million related to the spin-off
from Southern Company $3.9 million
Other - including approximately $0.5 million related to process engineering $1.0 million $9.3 million
------------------
Total $13.1 million
==================
The audit committee considered whether the provision of the above services is
compatible with maintaining the principal auditor's independence.
Professional Fees Paid to Other Accounting Firms
The aggregate fees billed by accounting firms (other than the independent
auditors) primarily for tax consulting services and professional services
related to business development totaled $9.0 million.
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Executive Compensation
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Employment Contracts
The compensation provided for in each employment agreement is discussed below.
The amounts granted under these agreements are forfeited upon termination for
cause or resignation. Amounts are paid immediately if the employee dies, becomes
disabled, or is terminated without cause. The board is solely responsible for
administering these agreements.
S. Marce Fuller.
On October 5, 1999, Southern Company, Mirant Services, LLC. and Ms. Fuller
entered into an employment agreement. The agreement provides for the award of
$400,000 in phantom Southern Company stock, valued as of the date of the
agreement and paid out on July 1, 2003 if Ms. Fuller is still employed by us.
The phantom Southern Company stock was converted to phantom Mirant common stock
upon Mirant's separation from the Southern Company. Should Ms. Fuller meet this
criterion, she will receive a payment of the phantom stock in cash, valued as of
July 1, 2003, including the reinvestment of any dividends paid during the period
of the agreement. In addition, the taxes due by Ms. Fuller for this payment will
be grossed up if certain goals are met. The goals for this agreement are to meet
and exceed net income and return on equity targets for the 2000, 2001, and 2002
fiscal years. The targets for each of these goals were determined prior to the
beginning of each year and are the same as the goals for our short-term
incentive plan. Our board of directors will determine whether or not these
targets have been achieved. This agreement will terminate at the earlier of (1)
when Ms. Fuller terminates her employment with us or (2) when the phantom stock
is paid.
Messrs. Hill and Pershing.
In October 1999, we entered into compensation agreements with Raymond D. Hill
and Richard J. Pershing. Each of these agreements provides for an award of
$300,000 in phantom Southern Company stock, valued as of the date of the
agreement. The phantom Southern Company stock was converted to phantom Mirant
common stock upon Mirant's separation from the Southern Company. Mr. Hill will
receive the phantom stock payment on March 1, 2003 if he is still employed by us
on that date, and Mr. Pershing will receive the phantom stock payment on May 1,
2003 if he is still employed by us on that date. In addition, if Mr. Hill is
still employed by us on March 1, 2003, his retirement payments are calculated as
if 10 years of additional service are included in the pension and supplemental
executive retirement plan calculations. If Mr. Pershing is still employed by us
on November 1, 2002, his retirement payments are calculated as if three years of
additional service are included in the pension and supplemental executive
retirement plan calculations. These agreements respectively terminate at the
earlier of (1) when Mr. Hill or Mr. Pershing terminates his employment with us
or (2) when all vested benefits have been paid.
Mr. Kuester.
Effective December 9, 1999, we entered into a compensation agreement with
Frederick D. Kuester. This agreement provides for the award of $100,000 in our
phantom stock, at the December 31, 1998 base value under the SEI Value Creation
Plan. Under the terms of the agreement, if Mr. Kuester is still employed by us
on January 1, 2003, this award will be paid at the then current value of Mirant
stock. In addition, on December 15, 2000, we entered into another agreement with
Mr. Kuester for employment through January 1, 2004. This agreement guarantees
him annual retirement income of $225,000 if he retires from Mirant after January
1, 2004. Should Mr. Kuester return from his current assignment at Mirant
Asia-Pacific, all of his outstanding options will vest.
12
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Mr. Miller.
Effective October 1, 1999, we entered into an Employment Agreement with Douglas
L. Miller. This agreement provides for compensation and benefits during the
five-year term of the agreement. Under the terms of the agreement, if Mr. Miller
is still employed by us on September 30, 2004, his retirement payments are
calculated as if 5 years of additional service are included in the pension and
supplemental executive retirement plan calculations.
Change In Control Arrangements
Our executive officers named in the summary compensation table have change in
control agreements that are effective upon a change in control of Mirant.
Within two years following a change in control, if an executive is involuntarily
terminated, other than for cause, or voluntarily terminated for good reason,
which is defined as a meaningful and detrimental change in duties, a significant
reduction in compensation or benefits or relocation, the agreements provide for:
|X| a lump sum payment of three times annual compensation (base salary and
average actual bonus for the last two years);
|X| a lump sum payment of three times the annual cost of health and life
insurance coverage;
|X| immediate vesting of all stock options and stock appreciation rights
previously granted;
|X| payment of any accrued short-term bonuses and performance restricted stock
units; and
|X| payment of any excise tax liability incurred as a result of payments made
under the agreement.
The plan also provides for pro-rata payments at the greater of target-level
performance or actual performance for some incentive plans if a change in
control occurs and the plans are not continued or replaced with comparable
plans.
The definition of "change in control" includes the following events:
|X| acquisition by a person of at least 20% of our stock;
|X| a defined change in the majority of the members of our board of directors;
|X| a merger or other business combination that results in our stockholders
immediately before the merger owning less than 65% of the voting power
after the merger; or
|X| a sale of substantially all of our assets.
Certain Legal Proceedings
Ms. Fuller and Mr. Hill served as executive officers of Mobile Energy Services
Company, LLC (Mobile Energy) from July 1995 to July 2001, and James A. Ward, our
senior vice president and controller, served as an executive officer of Mobile
Energy from July 1995 to June 1999. In addition, they each served as executive
officers of its parent company Mobile Energy Services Holdings, Inc. (MESH); Ms.
Fuller from February 1995 to January 1999, Mr. Hill from December 1994 to August
13
--------------------------------------------------------------------------------
1997, and Mr. Ward from December 1994 to June 1999. Mobile Energy owns a
generating facility which provides power and steam to a tissue mill in Mobile,
Alabama. Mobile Energy and MESH filed for bankruptcy on January 14, 1999 in
response to the announcement by its then largest customer, a pulp mill, of plans
to cease operations in September 1999. A proposed plan of reorganization for
Mobile Energy and MESH is pending before the bankruptcy court.
14
Stock Ownership Table
--------------------------------------------------------------------------------
This table shows the number of shares owned by directors, nominees, and
executive officers as of March 1, 2002. The shares owned by all directors and
executive officers as a group constituted less than one percent of the total
number of shares of Mirant common stock outstanding as of March 1, 2002. Mirant
has no known beneficial owner of more than 5% of Mirant common stock.
Shares
Individuals
Total Common Shares Non-Convertible Have Rights to
Beneficial Beneficially Economic Acquire within
Ownership (1) Owned (2) Interests (3) 60 days (4)
-----------------------------------------------------------------------------------------------------------------------------
A. D. Correll 66,318 23,736 42,582 -
-----------------------------------------------------------------------------------------------------------------------------
A. W. Dahlberg 138,700 41,162 10,732 86,806
-----------------------------------------------------------------------------------------------------------------------------
Stuart E. Eizenstat 4,740 - 4,740 -
-----------------------------------------------------------------------------------------------------------------------------
S. Marce Fuller 1,158,988 11,551 726,687 420,750
-----------------------------------------------------------------------------------------------------------------------------
Carlos Ghosn 10,110 10,110 - -
-----------------------------------------------------------------------------------------------------------------------------
Raymond D. Hill 640,442 4,498 316,913 319,031
-----------------------------------------------------------------------------------------------------------------------------
William M. Hjerpe 9,339 9,339 - -
-----------------------------------------------------------------------------------------------------------------------------
Frederick D. Kuester 316,183(5) 5,297(5) 98,827 212,058
-----------------------------------------------------------------------------------------------------------------------------
David J. Lesar 17,954(6) 5,000(6) 12,954 -
-----------------------------------------------------------------------------------------------------------------------------
James F. McDonald 5,110 5,110 - -
-----------------------------------------------------------------------------------------------------------------------------
Douglas L. Miller 144,950 2,677 69,479 72,794
-----------------------------------------------------------------------------------------------------------------------------
Richard J. Pershing 540,872 13,555 282,293 245,024
-----------------------------------------------------------------------------------------------------------------------------
Ray M. Robinson 3,610 500 3,110 -
-----------------------------------------------------------------------------------------------------------------------------
Directors, Nominees and Executive 3,985,683(7) 158,101(8) 1,921,203 1,906,379(9)
Officers as a Group (20 people)
-----------------------------------------------------------------------------------------------------------------------------
(1) "Beneficial ownership" means the sole or shared power to vote, or to direct
the voting of, a security, or investment power with respect to a security,
or any combination thereof. This column includes ownership interests in
Mirant Common Shares, Non-Convertible Economic Interests, and Shares
Individuals Have Rights to Acquire within 60 days.
(2) Indicates shares of Mirant common stock beneficially owned. Shares
indicated are included in the Total Beneficial Ownership column.
(3) Indicates stock units and performance restricted stock units held in
various benefit plans. Although these rights track the market value of
Mirant common stock, they are payable in cash and are not convertible into
common stock. Shares indicated are included in the Total Beneficial
Ownership column.
(4) Indicates shares of Mirant common stock that certain directors and
executive officers have the right to acquire within 60 days, by exercising
stock options. The numbers and values of exercisable stock options as of
December 31, 2001 are shown on a table on page 18. Shares indicated are
included in the Total Beneficial Ownership column.
(5) Includes 1,512 shares held by family members.
(6) Includes 5,000 shares held by a Family Limited Partnership. Mr. Lesar
disclaims beneficial ownership of 71.06% of these shares.
(7) Includes 16,499 shares held by family members.
(8) Includes 10,023 shares held by family members.
(9) Includes 6,476 shares held by family members.
15
Summary Compensation Table
--------------------------------------------------------------------------------
This table shows information concerning Mirant's president and chief executive
officer, and each of the other four most highly compensated executive officers
of Mirant serving during 2001.
Long-Term Compensation
------------------------------------------
Annual Compensation
-----------------------------------------
Number of Long-Term
Securities Incentive
Other Annual Restricted Underlying Plan All Other
Name and Salary Bonus Compensation Stock Awards Stock Options Payouts Compensation
Principal Position Year ($) ($) ($)(1) ($)(2) (#)(3) ($)(4) ($)(5)
-----------------------------------------------------------------------------------------------------------------------------------
S. M. Fuller 2001 740,238 700,000 -- 2,222,234 260,417 -- 33,150
President & CEO 2000 416,385 630,000 3,000 1,666,676 305,320 -- 21,762
1999 341,462 465,231 1,146 400,000 86,273 -- 17,274
-----------------------------------------------------------------------------------------------------------------------------------
R. D. Hill 2001 410,102 462,188 -- 849,997 99,609 -- 18,376
EVP & CFO 2000 320,481 357,500 16,365 1,166,660 212,967 -- 16,447
1999 297,616 300,000 75 300,000 80,883 -- 16,078
-----------------------------------------------------------------------------------------------------------------------------------
R. J. Pershing 2001 410,102 483,438 -- 849,997 99,609 -- 18,376
EVP, North America 2000 320,481 357,500 13,398 1,166,660 212,967 -- 17,319
1999 297,616 300,000 18,652 300,000 80,883 -- 16,462
-----------------------------------------------------------------------------------------------------------------------------------
F. D. Kuester 2001 317,980 312,812 -- 489,447 59,570 -- 14,252
SVP, International 2000 268,096 302,500 6,379 416,658 133,988 18,765 13,842
1999 240,635 300,000 -- 100,000 50,626 39,737 13,298
-----------------------------------------------------------------------------------------------------------------------------------
D. L. Miller (6) 2001 292,882 273,500 -- 456,819 54,688 -- 33,778
SVP & General Counsel 2000 250,000 262,500 -- 333,344 102,438 -- 938
1999 57,692 125,000 -- -- -- -- --
(1) No named executive officer received perquisites or personal benefits that
exceeded 25% of the total perquisites and other benefits reported for that
executive. The amounts in this column represent reimbursements for the
payment of taxes.
(2) The values for awards in 2000 and 2001 are restricted stock units payable
in cash upon vesting. The units vest 20% each time Mirant's stock price
increases 20% over the price on the day of grant. As of December 31, 2001
the following number and value of the restricted stock units were held by
each named executive officer: (Fuller 34,723 units, $556,262); Hill (13,282
units, $212,778); Pershing (13,282 units, $ 212,778); Kuester (7,813 units,
$125,164); and Miller (7,293 units, $116,834). The amounts for awards in
1999 reflect grants of restricted stock units. These units vest based on
the executives' continued employment. On December 31, 2001, the following
number and value of restricted stock units were held by: Fuller (19,941.5
units, $319,463); Hill (14,956 units, $ 239,595); Pershing (14,956 units,
$239,595); and Kuester (6,843.5 units, $ 103,866). No dividends are paid on
restricted stock units.
(3) Year 2001 represents options to acquire Mirant Corporation Common Stock.
Year 2000 and 1999 include units granted under the Southern Energy, Inc.
Value Creation Plan that were converted into Mirant stock options at the
time of Mirant's initial public offering and Southern Company options that
were converted into Mirant Options on March 19, 2001.
(4) Represents payouts to Mr. Kuester under the Southern Company Performance
Incentive Plan for the 4-year periods ending December 31, 1999 and December
31, 2000.
(5) 1999 and 2000 contributions to the Southern Company Employee Savings Plan,
Southern Company Employee Stock Ownership Plan, as well as non-pension
related accruals under the Supplemental Benefit Plan. 2001 contributions to
16
--------------------------------------------------------------------------------
the Southern Company Employee Savings Plan, Mirant Services Employee
Savings Plan, Southern Company Performance Sharing Plan, Profit Sharing
Arrangement within the Mirant Services Employee Savings Plan, as well as
non-pension related accruals under the Supplemental Benefit Plan. The
break-out of the 2001 contributions is provided in the following table:
Profit
ESP ($) SBP ($) PSP ($) Sharing ($)
---------------------------------------------------------------------------
S. M. Fuller 7,650 25,500 0 0
---------------------------------------------------------------------------
R. D. Hill 7,650 10,726 0 0
---------------------------------------------------------------------------
R. J. Pershing 7,650 10,726 0 0
---------------------------------------------------------------------------
F. D. Kuester 7,650 6,602 0 0
---------------------------------------------------------------------------
D. L. Miller 7,650 15,928 5,100 5,100
---------------------------------------------------------------------------
(6) Mr. Miller first became an executive officer on September 1, 1999.
17
Stock Option Grants, Exercises and Year-End Values
--------------------------------------------------------------------------------
STOCK OPTION GRANTS IN 2001
Number of Potential Realizable Value at Assumed
Securities Percent of Total Annual Rates of Stock Price
Underlying Options Granted Exercise or Appreciation for Option Term ($)
Options to Employees in Base Price Expiration --------------------------------------------
Name Granted (1) Fiscal Year(2) ($/Sh)(1) Date(1) 0% 5% 10%
----------------------------------------------------------------------------------------------------------------------------
S. M. Fuller 260,417 4.13 $25.60 2/15/11 0 4,192,636 10,624,963
----------------------------------------------------------------------------------------------------------------------------
R. D. Hill 99,609 1.58 $25.60 2/15/11 0 1,603,675 4,064,028
----------------------------------------------------------------------------------------------------------------------------
R. J. Pershing 99,609 1.58 $25.60 2/15/11 0 1,603,675 4,064,028
----------------------------------------------------------------------------------------------------------------------------
F. D. Kuester 59,570 0.94 $25.60 2/15/11 0 959,059 2,430,445
----------------------------------------------------------------------------------------------------------------------------
D. L. Miller 54,688 0.87 $25.60 2/15/11 0 880,461 2,231,260
----------------------------------------------------------------------------------------------------------------------------
(1) These grants vest annually at a rate of one-third on the anniversary date
of the grant. Grants continue to vest normally upon termination as a result
of death, total disability, or retirement and expire five years after
retirement, three years after death or total disability, or their normal
expiration date if earlier.
(2) A total of 6,310,766 Mirant stock options were granted in 2001.
AGGREGATED STOCK OPTION EXERCISES IN 2001 AND YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Number of Value Underlying Unexercised In-the-Money Options at
Shares Acquired Realized Options at Year-End(#) Year-End($)(2)
Name on Exercise (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---------------------------- ------------------ ------------ --------------- --------------- -------------- ----------------
S. M. Fuller 0 0 258,674 516,986 234,969 60,602
---------------------------- ------------------ ------------ --------------- --------------- -------------- ----------------
R. D. Hill 0 0 224,296 292,813 234,969 60,602
---------------------------- ------------------ ------------ --------------- --------------- -------------- ----------------
R. J. Pershing 73,530 1,891,133 150,766 292,813 20,064 60,602
---------------------------- ------------------ ------------ --------------- --------------- -------------- ----------------
F. D. Kuester 0 0 150,897 181,376 155,888 39,748
---------------------------- ------------------ ------------ --------------- --------------- -------------- ----------------
D. L. Miller 0 0 34,147 122,979 0 0
---------------------------- ------------------ ------------ --------------- --------------- -------------- ----------------
(1) The Value Realized is ordinary income, before taxes, and represents the
amount equal to the excess of the fair market value of the shares or rights
at the time of exercise above the exercise price.
(2) These columns represent the excess of the fair market value of Mirant's
common stock of $16.02 per share, as of December 31, 2001, above the
exercise price of the options. The amounts under the Exercisable column
report the "value" of options that are vested and therefore could be
exercised. The Unexercisable column reports the "value" of options that are
not vested and therefore could not be exercised as of December 31, 2001.
18
Pension Plan Table
--------------------------------------------------------------------------------
Years of Accredited Service
--------------------------------------------------------------------------------
Compensation 10 15 20 25 30
--------------- ------------ ------------- ------------ ------------- ----------
$250,000 $ 42,500 $ 63,750 $ 85,000 $106,250 $127,500
--------------- ------------ ------------- ------------ ------------- ----------
500,000 85,000 127,500 170,000 212,500 255,000
--------------- ------------ ------------- ------------ ------------- ----------
750,000 127,500 191,250 255,000 318,750 382,500
--------------- ------------ ------------- ------------ ------------- ----------
1,000,000 170,000 255,000 340,000 425,000 510,000
--------------- ------------ ------------- ------------ ------------- ----------
1,250,000 212,500 318,750 425,000 531,250 637,500
--------------- ------------ ------------- ------------ ------------- ----------
1,500,000 255,000 382,500 510,000 637,500 765,000
--------------- ------------ ------------- ------------ ------------- ----------
The table below shows the estimated annual pension benefit payable (rounded to
$000) at normal retirement age under Mirant's qualified and non-qualified
pension plans, based on the stated compensation (rounded to $000) and years of
Accredited Service with Mirant's subsidiaries. The amounts shown in the table
were calculated according to the final average pay formula and are based on a
single life annuity without reduction for joint and survivor annuities or
computation of Social Security offset that would apply in most cases.
Compensation for pension purposes is limited to the average of the highest three
(five for Mr. Miller) of the final 10 years' compensation. For Ms. Fuller,
compensation is base salary plus the excess of short-term incentive compensation
over 10 percent of base salary. For the other named executive officers, it is
base salary plus the excess of short-term incentive compensation over 15 percent
of base salary. (These compensation components are reported under columns titled
"Salary", "Bonus", and "Long-Term Incentive Plan Payouts" in the Summary
Compensation Table on page 16).
As of December 31, 2001, the applicable compensation and Accredited Service for
determination of pension benefits would have been:
Accredited Annual
Compensation ($) Service Multiplier Benefit ($)
---------------------- ------------------ -------------- ----------- -------------
S. M. Fuller 1,251,000 16.3 1.7% 347,000
---------------------- -------------------- -------------- --------- -------------
R. D. Hill 681,000 8.0 1.7% 93,000
---------------------- -------------------- -------------- --------- -------------
R. J. Pershing 683,000 29.8 1.7% 345,000
---------------------- -------------------- -------------- --------- -------------
F. D. Kuester 531,000 28.9 1.7% 261,000
---------------------- -------------------- -------------- --------- -------------
D. L. Miller 477,000 0.6 1.0% 3,000
---------------------- -------------------- -------------- --------- -------------
19
Five-Year Performance Graph
--------------------------------------------------------------------------------
[Graph]
This performance graph compares the cumulative total shareholder return on
Mirant's common stock with the Standard & Poor's Electric Utility Index and the
Standard & Poor's 500 Index since the first day of trading on the date after our
initial public offering. The graph assumes that $100 was invested on September
27, 2000 in Mirant's common stock and each of the above indices, and that all
dividends are reinvested. The shareholder return shown below may not be
indicative of future performance.
9/27/00 Dec 00 Mar 01 Jun 01 Sep 01 Dec 01
------------------------------------- ---------- ----------- ---------- ----------- ---------- ----------
Mirant Corporation $100 100.22 125.66 121.77 77.52 56.71
------------------------------------- ---------- ----------- ---------- ----------- ---------- ----------
S & P 500 Index 100 92.78 81.78 86.56 73.86 81.75
------------------------------------- ---------- ----------- ---------- ----------- ---------- ----------
S & P Electric Utility Index 100 110.05 105.69 106.37 96.90 100.96
------------------------------------- ---------- ----------- ---------- ----------- ---------- ----------
Peer Group 100 90.11 89.14 72.17 37.18 34.40
------------------------------------- ---------- ----------- ---------- ----------- ---------- ----------
Former Peer Group 100 90.77 91.10 75.69 40.91 37.68
------------------------------------- ---------- ----------- ---------- ----------- ---------- ----------
The Peer Group shown above consists of the following publicly traded companies
in the power generation industry: AES Corporation, Calpine Corporation, Dynegy,
Inc., NRG Energy, Inc. and Reliant Resources, Inc. The former Peer Group
consisted of the following publicly traded companies in the power generation
industry: AES Corporation, Calpine Corporation, Dynegy, Inc., International
Power, plc, NRG Energy, Inc. and Orion Power Holdings, Inc. In accordance with
the rules of the Commission, the returns are indexed to a value of $100 at
September 26, 2000 and the returns of each company in the Peer Group have been
weighted according to their market capitalization as of the beginning of the
period.
20
Mirant Corporation Audit Committee Charter
--------------------------------------------------------------------------------
Adopted February 20, 2002
Function
The Audit Committee's role is one of oversight whereas the Company's management
is responsible for preparing the Company's financial statements and the
independent auditors are responsible for auditing those financial statements.
The independent auditors shall be ultimately accountable to the Board of
Directors and the Committee. The Committee and the Board of Directors shall have
the ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the independent auditors.
Duties, Responsibilities and Processes
The following functions shall be the key responsibilities of the Committee in
carrying out its oversight function:
o Provide an open avenue of communications between the internal and
independent auditors and the Board of Directors, including separate private
sessions with the internal and independent auditors to discuss any matters
the Committee or these groups believe should be discussed privately. The
Committee may ask others to attend meetings and provide pertinent
information as necessary.
o Receive and review reports from Company management relating to the
Company's financial reporting process, published financial statements
and/or major disclosures and the adequacy of the Company's system of
internal controls.
o Review with management and the independent auditors the Company's quarterly
financial statements prior to the filing of its quarterly reports on Form
10-Q and the annual report on Form 10-K.
o Receive and review reports from the Company management and the General
Counsel relating to legal and regulatory matters that may have a material
impact on the Company's financial statements and Company's compliance
policies.
o Consult and review reports from the Compliance Officer on Mirant's
Compliance Program and compliance with the Company's Code of Ethics and
other policies.
o Inquire of management, the independent auditors, and the Director of
Corporate Audit about significant risks or exposures and assess the steps
management has taken to manage such risks and exposures.
o Receive and review reports from the Company's Director of Corporate Audit
relating to major findings and recommendations from internal audits,
special projects and investigations conducted across the Company.
o Review the annual internal audit program in terms of scope of audits
conducted or scheduled to be conducted. Review the internal audit
department budget and staffing levels.
o Review the appointment and replacement of the Company's Director of
Corporate Audit.
A-1
o Review the report of the independent auditors to the Committee including
comments relating to the system of internal controls, published financial
statements and related disclosures, the adequacy of the financial reporting
process and the scope of the independent audit.
o Inquire of management and the independent auditors regarding the
appropriateness of accounting principles followed by the Company, changes
in accounting principles and their impact on the financial statements.
o Review an analysis prepared by management and the independent auditors of
significant financial reporting issues and judgements made in connection
with the preparation of the Company's financial statements.
o With respect to the independent auditors, the Committee will:
a) Recommend annually the appointment of the independent auditors to the
Board for its approval;
b) Provide oversight of the external audit coverage, including an
evaluation of the independent auditor's performance;
c) Determine the independence of the independent auditors by obtaining a
formal written statement delineating all relationships between the
independent auditors and the Company;
d) Be responsible for actively engaging in a dialogue with the
independent auditors with respect to any disclosed relationships or
services that may impact the objectivity and independence of the
independent auditors; and
e) Recommend that the Board of Directors take appropriate action in
response to the auditors' statement to ensure the independence of the
independent auditors.
o Review with the internal and independent auditors the coordination of their
respective activities.
o Report significant Committee activities and findings to the Board of
Directors on a regular basis.
o Prepare a report for inclusion in the Company's proxy statement, disclosing
that the Committee reviewed and discussed the audited financial statements
with management and discussed with the independent auditors the matters
required by SAS 61 (Codification of Statement of Auditing Standards,
AUss.380). Based upon these discussions, the Committee will affirm that the
Committee recommended to the Board of Directors that the audited financial
statements be included in the annual report on Form 10K.
o Review and reassess the adequacy of the Committee's Charter annually. If
any revisions therein are deemed necessary or appropriate, submit the same
to the Board of Directors for its consideration and approval.
Membership
The Committee shall consist of at least three independent directors. Members of
the Committee shall be considered independent if they have no relationship to
the Company that could interfere with the exercise of their independence from
management and the Company. As determined by the Board of Directors, the members
of the Committee will be financially literate with at least one having
accounting or related financial management expertise. The Committee and its
Chairman shall be appointed annually by the Board of Directors. Management of
the Company, internal and independent auditors and the Company General Counsel
and Corporate Secretary may attend each meeting or portions thereof as required
by the Committee. No member of the Committee shall be a person disqualified from
A-2
serving thereon by Section 303.01 (B)(3) of the New York Stock Exchange Listed
Company Manual.
Meetings
The Committee shall meet four times each year and will have special meetings if
and when required, as determined by the Chairman of the Committee. For the
transaction of business at any meeting of the Committee, a majority of the
members shall constitute a quorum. The act of a majority of the members
participating at any meeting of the Committee at which a quorum is present shall
be the act of the Committee.
A-3
Please mark [X]
your votes as
indicated in
this example
Item 1. Election of Directors
FOR all nominees WITHHOLD
listed below AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed below
[ ] [ ]
Nominees: 01 A.W. Dahlberg, 02 S.E. Eizenstat
(Instruction:To withhold authority to vote for any nominee, write that nominee's
name on the line below.)
-----------------------------------------------------------
By checking the box to the right, I consent to future delivery of annual [ ]
reports, proxy statements, prospectuses and other materials and shareholder
communications electronically via the Internet at a webpage which will be
disclosed to me. I understand that the Company may no longer dis-tribute printed
materials to me from any future shareholder meeting until such consent is
revoked. I understand that I may revoke my consent at any time by contacting the
Company's transfer agent, Mellon Investor Services LLC, Ridgefield Park, NJ and
that costs normally associated with electronic delivery, such as usage and
telephone charges as well as any costs I may incur in printing documents, will
be my responsibility.
Dated __________________________________, 2002
----------------------------------------------
----------------------------------------------
Signature of Stockholder
Please sign exactly as name appears. If acting
as attorney, executor, trustee or in other
representative capacity, sign name and title.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
Internet
http://www.eproxy.com/mir
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and sub-mit an electronic ballot.
OR
Telephone
1-800-435-6710
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
OR
Mail
Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK
YOUR PROXY CARD.
You can review the Annual report and proxy statement
on the internet at http:/mirant.com/
CONTROL NUMBER
| |
| |
MIRANT CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS April 25, 2002
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS OF MIRANT CORPORATION
The undersigned hereby appoints S.M. FULLER AND R.D. HILL, or either of them,
proxies with full power of substitution in each, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Stockholders of MIRANT
CORPORATION, to be held at the Grand Hyatt Atlanta at 9:00 a.m. (EDT), and any
adjournments thereof, on all matters legally coming before the meeting,
including, without limitation, the proposals listed on the reverse side of this
form.
This proxy card, when properly executed, will be voted in the manner directed
herein by the undersigned. If no direction is made, but the card is signed, this
proxy card will be voted for the election of all nominees.
The Annual Meeting of Stockholders of Mirant Corporation will be held on
Thursday, April 25, 2002, at 9:00 a.m. (EDT), at the Grand Hyatt Atlanta,
Georgia. Stockholders owning shares at the close of business on March
7, 2002, are entitled to attend and vote at the meeting. Stockholders will act
on the election of 2 members of the board of directors, and transact
such other business as may properly come before the meeting.
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
OR
2. Call toll free 1-800-435-6710 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
OR
3. Vote by Internet at our Internet Address: http://www.eproxy.com/mir
PLEASE VOTE