QuickLinks-- Click here to rapidly navigate through this documentSCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
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Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
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Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
NORTHWESTERN CORPORATION
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
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NORTHWESTERN CORPORATION
Corporate Office
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125 S. Dakota Ave.
Sioux Falls, South Dakota 57104
Annual Meeting of Shareholders
May 3, 2000
2, 2001
March 10, 2000
16, 2001
Dear Shareholder:
We are pleased to invite you to attend the Annual Meeting of Shareholders of NorthWestern Corporation, which will be held in the Great Hall of the Washington Pavilion, 301 S. Main Ave., Sioux Falls, South Dakota, on Wednesday, May 3, 2000,2, 2001, at 10:00 a.m. (Central Time Zone)time zone).
We discuss the matters to be acted upon at the meeting in more detail in the attached Notice of Annual Meeting and Proxy Statement. You are being asked to elect three Directors in Class IIII to the Board of Directors of the Corporation. Your Board of Directors recommends that you vote 'FOR'"FOR" the three individuals nominated.
You can vote in any one of three ways this year. You can vote online at our Web site, by calling a toll-free telephone number, or by signing and returning the enclosed proxy card in the postage prepaid envelope provided. Instructions for voting by each of these methods are set forth on the proxy card.
We hope that you can attend the Annual Meeting. Whether or not you plan to attend, you can be sure that your shares are represented at the meeting by promptly voting by one of the three methods provided. Your vote is important, whether you own a few shares or many.
Thank you for your continued support of NorthWestern Corporation.
Very truly yours,
Merle D. Lewis
Chairman and Chief Executive Officer
NORTHWESTERN CORPORATION
Corporate Office
125 S. Dakota Ave.
Sioux Falls, South Dakota 57104
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Corporate Office
125 S. Dakota Ave.
Sioux Falls, South Dakota 57104
March 10, 2000
16, 2001
To the Holders of Common Stock of
NORTHWESTERN CORPORATION:
The Annual Meeting of Shareholders of NorthWestern Corporation ('NorthWestern'("NorthWestern") will be held in the Great Hall of the Washington Pavilion, 301 S. Main Ave., Sioux Falls, South Dakota, on Wednesday, May 3, 2000,2, 2001, at 10:00 a.m. (Central Time Zone)time zone) for the following purposes:
- (1)
- To elect three members of Class
IIII of the Board of Directors of NorthWestern to hold office until the Annual Meeting of Shareholders in 2003,2004, and until their successors are duly elected and qualified; and
- (2)
- To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
Shareholders of record at the close of business on March 4, 2000,3, 2001, will be entitled to vote at the meeting and any adjournments.
Your Board of Directors recommends that you vote 'FOR'"FOR" the three nominees for the Board.
You are encouraged to vote in any one of the three ways available: online at NorthWestern's Web site, by calling the toll-free telephone number, or by signing, dating and returning your proxy card in the enclosed envelope. Instructions for voting by each of these methods are set forth on the proxy card. If you are able to attend the Annual Meeting and wish to vote in person, you may do so whether or not you have returned your proxy.
BY ORDER OF THE BOARD OF DIRECTORS
ALAN
Alan D. DIETRICH
Dietrich
Corporate Secretary
YOUR VOTE IS IMPORTANT, WHETHER YOU OWN A FEW SHARES OR MANY
NORTHWESTERN CORPORATION
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To be held May 3, 2000
2, 2001
TABLE OF CONTENTS
Page
General Information . . . . . . . . . . . . . . . . . 1
Date of Meeting & Solicitation of Proxies . . . . . . . . 1
Outstanding Shares & Voting Rights . . . . . . . . . . 1
Election of Directors . . . . . . . . . . . . . . . . 1
Nominees . . . . . . . . . . . . . . . . . . . 2
Continuing Directors . . . . . . . . . . . . . . . 3
Meetings of the Board of Directors & Committees . . . . . . . . 4
Audit Committee . . . . . . . . . . . . . . . . . 4
Nominating & Compensation Committee . . . . . . . . . . 4
Corporate Governance Committee . . . . . . . . . . . . 4
Security Ownership by Certain Beneficial Owners & Management. . . . 5
Compensation of Executive Officers & Directors . . . . . . . . 6
Report on Executive Compensation . . . . . . . . . . . 6
Summary Compensation Table . . . . . . . . . . . . . 9
Information on Options . . . . . . . . . . . . . . 10
Employment Contracts . . . . . . . . . . . . . . . 11
Retirement Plan . . . . . . . . . . . . . . . . . 11
Other Benefits . . . . . . . . . . . . . . . . . 12
Director Compensation . . . . . . . . . . . . . . . 12
Salary Continuation Plan . . . . . . . . . . . . . . 13
Nominating & Compensation Committee Interlocks & Insider Participation 13
Section 16(a) Beneficial Ownership Reporting Compliance . . . . . 13
Performance Graph . . . . . . . . . . . . . . . . . . 14
Annual Report . . . . . . . . . . . . . . . . . . . 14
Independent Public Accountants . . . . . . . . . . . . . 15
Submission of Shareholder Proposals . . . . . . . . . . . . 15
Other Matters . . . . . . . . . . . . . . . . . . . 15
| | Page
|
|---|
| General Information | | 1 |
| Date of Meeting & Solicitation of Proxies | | 1 |
| Outstanding Shares & Voting Rights | | 1 |
| Election of Directors | | 1 |
| Nominees | | 2 |
| Continuing Directors | | 3 |
| Meetings of the Board of Directors & Committees | | 5 |
| Audit Committee | | 5 |
| Nominating & Compensation Committee | | 5 |
| Corporate Governance Committee | | 5 |
| Security Ownership by Certain Beneficial Owners & Management | | 6 |
| Compensation of Executive Officers & Directors | | 7 |
| Report on Executive Compensation | | 7 |
| Summary Compensation Table | | 9 |
| Information on Options | | 10 |
| Employment Contracts | | 11 |
| Retirement Plan | | 11 |
| Other Benefits | | 12 |
| Director Compensation | | 12 |
| Salary Continuation Plan | | 13 |
| Audit Committee Report | | 13 |
| Independent Public Accountants | | 13 |
| Nominating & Compensation Committee Interlocks & Insider Participation | | 14 |
| Section 16(a) Beneficial Ownership Reporting Compliance | | 14 |
| Performance Graph | | 14 |
| Annual Report | | 14 |
| Submission of Shareholder Proposals | | 15 |
| Other Matters | | 15 |
| Exhibit A—Audit Committee Charter | | 16 |
GENERAL INFORMATION
Date of Meeting and Solicitation of Proxies
This proxy statement is being mailed to shareholders on or about March 10, 2000,16, 2001, and is furnished in connection with the solicitation by the Board of Directors of NorthWestern (the 'Board'"Board") of proxies to be voted at the Annual Meeting of Shareholders to be held on Wednesday, May 3, 20002, 2001 (the 'Meeting'"Meeting"). NorthWestern will bear all costs of the solicitation. In addition to solicitation by mail, officers and team members of NorthWestern may solicit proxies by telephone, facsimile, or in person. NorthWestern has retained Georgeson Shareholder Communications Inc., to assist in the solicitation of proxies at an estimated cost to NorthWestern of $5,500, plus reasonable out-of-pocket expenses. Also, NorthWestern will reimburse, upon request, reimburse brokers or other persons holding stock in their names or in the names of their nominees for reasonable expenses in forwarding proxies and proxy material to the beneficial owners of stock.
Outstanding Shares and Voting Rights
Holders of Common Stock of record at the close of business on March 4,
20003, 2001 (the 'Record Date'"Record Date"), will be entitled to one vote for each share of Common Stock held by them on all matters to be voted upon at the Meeting. As of the Record Date, there were outstanding 23,108,89323,471,777 shares of Common Stock.
Shareholders who execute proxies may revoke them at any time before they are voted at the Meeting by giving written notice of such revocation to NorthWestern's Corporate Secretary, by filing another proxy with him, or by voting in person at the Meeting. Valid proxies will be voted in accordance with the instructions given. In the absence of any instruction, proxies will be voted 'FOR'"FOR" election of the nominees. The form of proxy confers discretionary authority with respect to any other business which
properly may be brought before the Meeting.
Directors will be elected by a plurality of the votes cast at the Meeting, meaning that the three nominees receiving the most votes will be elected directors. Abstentions will be counted as present for quorum purposes, will not be counted as votes cast and will have no effect on the result of the vote. If a broker which is the record holder of certain shares indicates on a proxy that it does not have discretionary authority to vote on a particular matter as to such shares, or if shares are not voted in other circumstances in which proxy authority is defective, those non-voted shares will be counted for quorum purposes but will have no effect on the result of the election of directors and will not be deemed to be present for purposes of determining whether shareholder approval of any other matter has been obtained.
ELECTION OF DIRECTORS
In accordance with NorthWestern's Restated Certificate of Incorporation and By-Laws, NorthWestern's directors are elected to staggered terms on a classified Board of Directors. At the Meeting, three directors will be elected to Class IIII of the Board, to hold office for a term of three years, until the Annual Meeting of Shareholders in 2003,2004, and until their successors are duly elected and qualified.
In the event a nominee is unable to serve as a director at the time of the Meeting, the shares represented by the proxies may (in the discretion of the proxy holders) be voted for other nominees not named herein. Each of the nominees is presently serving as a director and has consented to be named and to serve if elected. Management is not aware that any of the nominees will be unable to serve.
All of the nominees as directors in Class III are presently serving as
directors.
Nominees
The following information is furnished with respect to the nominees to Class IIII of the Board for three-year terms expiring in 2003:
Age on
Principal Occupation Director March 1,
Nominee or Employment Since 2000
- ------------------ ------------------------- ----------- -----
John C. Charters Chief Executive Officer Feb. 2000 37
of LLC Qwest Cyber.Solutions
(a joint venture of Qwest
Communications and KPMG, LLP),
an application service provider
of information systems to
businesses, since June 1999;
formerly Vice President,
Business Development for Qwest
Communications (1998-99);
Vice President - Internet
Services & Applications
Development (1997-98) and
Executive Director INTERACT
Services (1996-97) for US West
Interprise.
Merle D. Lewis Chairman of NorthWestern 1993 52
since May 1998; Chief
Executive Officer since
February 1994; formerly
President (1994-1998);
Chairman of NorthWestern
Growth Corporation since
1994.
Marilyn R. Seymann President and Chief Executive Feb. 2000 57
Officer of M ONE, Inc., a
management and information
systems consulting firm
specializing in the financial
services industry, since 1991;
Member of the Boards of Directors
of Beverly Enterprises, Inc.,
True North Communications, Inc.
and Community First Bankshares.
Two other directors are currently serving in Class III: Aelred J.
Kurtenbach, Chairman and Chief Executive Officer of Daktronics, Inc.
(director since 1994) and Gary Olson, retired President & Chief Executive
Officer of Norwest Bank South Dakota, N.A. (director since 1998). Each has
indicated to the Board that, consistent with the Board's policies regarding
continued membership on the Board, they will be leaving the Board at the
end of their current term on April 30, 2000.
2004:
Nominee
| | Principal Occupation
or Employment
| | Director
Since
| | Age on
March 1,
2001
|
|---|
| Randy G. Darcy | | Senior Vice President, Operations of General Mills, Inc. (NYSE: "GIS") a consumer foods company, since 1987. | | 1998 | | 50 |
| Gary G. Drook | | President and Chief Executive Officer and Director of AFFINA, The Customer Relationship Company (formerly Ruppman Marketing Technologies, Inc.), a provider of customer services programs, since 1997; formerly President of Network Services (1994-1995) for Ameritech Corporation, a communications services provider. | | 1998 | | 56 |
| Bruce I. Smith | | Attorney and partner in the law firm of Leininger, Smith, Busick, Johnson, Baack, Placzek, Steele & Allen since 1978. | | 1989 | | 59 |
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
"FOR"
THE ELECTION OF THESE THREE NOMINEES.
Continuing Directors
The following information is furnished with respect to directors in
Class I whose terms expire in 2001:
Age on
Principal Occupation Director March 1,
Director or Employment Since 2000
- ------------------ ------------------------- ----------- --------
Randy G. Darcy Senior Vice President, 1999 49
Operations of General
Mills, Inc. (NYSE: 'GIS')
a consumer foods company,
since 1987.
Gary G. Drook President and Chief 1999 55
Executive Officer and
Director of AFFINA, The
Customer Relationship
Company (formerly Ruppman
Marketing Technologies,
Inc.), a provider of
customer services programs,
since 1997; formerly President
of Network Services (1994-1995)
for Ameritech Corporation
(NYSE: 'AIT').
Bruce I. Smith Attorney and partner in 1989 58
the law firm of Luebs,
Leininger, Smith, Busick
& Johnson since 1978.
The following information is furnished with respect to directors in Class II whose terms will expire in 2002:
Age on
Principal Occupation Director March 1,
Director or Employment Since 2000
- ------------------ ------------------------- ----------- --------
Richard R. Hylland President and Chief Operating 1995 39
Officer of NorthWestern since
May 1998; Vice Chairman
of NorthWestern Growth
Corporation since January
1999; formerly Executive
Vice President of
NorthWestern (1995-1998);
Formerly Chief Executive
Officer (Jan.-May 1999) and
President & Chief Operating
Officer (1994-1999)of NGC.
Jerry W. Johnson Dean of the School of 1994 59
Business, University of
South Dakota, since 1990;
Member of the Boards of
Directors of Citibank (S.D.),
N.A. and Citibank FSB.
Larry F. Ness Chairman and Chief 1991 54
Executive Officer of
First Dakota Financial
Corp., a bank holding
company, and Chairman
and Chief Executive Officer
of First Dakota National
Bank since 1996; formerly
Vice Chairman and Chief
Executive Officer of that
bank (1993-1995).
2002:
Director
| | Principal Occupation
or Employment
| | Director
Since
| | Age on
March 1,
2001
|
|---|
| Richard R. Hylland | | President and Chief Operating Officer of NorthWestern since May 1998; Vice Chairman of NorthWestern Growth Corporation since January 1999; formerly Executive Vice President of NorthWestern (1995-1998) and formerly Chief Executive Officer (Jan.-May 1999) and President & Chief Operating Officer (1994-1999)of NGC; Member of the Boards of Directors of LodgeNet Entertainment Corporation, a provider of entertainment, information & marketing services to the lodging industry, and MDC Communications, a provider of secure transaction products & services & communications & marketing services. | | 1995 | | 40 |
| Jerry W. Johnson | | Dean of the School of Business, University of South Dakota, since 1990; Member of the Boards of Directors of Citibank (S.D.), N.A. and Citibank FSB. | | 1994 | | 60 |
| Larry F. Ness | | Chairman and Chief Executive Officer of First Dakota Financial Corp., a bank holding company, and of First Dakota National Bank since 1996; formerly Vice Chairman and Chief Executive Officer of that bank (1993-1995). | | 1991 | | 55 |
The following information is furnished with respect to directors in Class III whose terms will expire in May 2003:
Director
| | Principal Occupation
or Employment
| | Director
Since
| | Age on
March 1,
2001
|
|---|
| John C. Charters | | Chief Executive Officer of Qwest Cyber.Solutions (a joint venture of Qwest Communications and KPMG, LLP), an application service provider of information systems to businesses, since June 1999; formerly Vice President, Business Development for Qwest Communications (1998-99), a communications service provider; Vice President—Internet Services & Applications Development (1997-98) and Executive Director INTERACT Services (1996-97) for US West Interprise, a communications service provider. | | 2000 | | 38 |
| Merle D. Lewis | | Chairman of NorthWestern since May 1998; Chief Executive Officer since February 1994; formerly President (1994-1998); Chairman of NorthWestern Growth Corporation since 1994. | | 1993 | | 53 |
| Marilyn R. Seymann | | President and Chief Executive Officer of M ONE, Inc., a management and information systems consulting firm specializing in the financial services industry, since 1991; Member of the Boards of Directors of Beverly Enterprises, Inc., a healthcare service provider; True North Communications, Inc., an advertising & communications services provider; and Community First Bankshares, a financial institution. | | 2000 | | 58 |
MEETINGS OF THE BOARD OF DIRECTORS AND COMMMITTEES
The Board held four regular meetings and twothree special meetings during 1999.2000. Each director attended more than 75 percent of the aggregate of the meetings of the Board and of each committee on which he served. Committee members are appointed annually at the Board's regularly scheduled May meeting.
Audit Committee
Our
The Audit Committee is composed of not less than three non-employee directors.directors who are financially literate in financial and auditing matters and are "independent" as defined by the New York Stock Exchange. The present members of the Audit Committee are Chairman Gary
Olson, Randy G. Darcy, Aelred J. Kurtenbach,John C. Charters, Jerry W. Johnson, and Bruce I. Smith. The Audit Committee held two meetings during 1999. During 1999, the Board approved an
Audit Committee Charter.2000. The principal functions of the Audit Committee are to recommend to the Board the appointment of independent public accountants to conduct the annual audit of NorthWestern's financial statements, to review the scope of the annual audit, to approve services performed by the independent public accountants (considering the possible effect thereof on their independence), to review the report of the independent public accountants relating to the annual audit, andto consider the appropriateness of non-audit services performed by the independent public accountants' firm, to review NorthWestern's annual financial statements, and to monitor NorthWestern's processes for identification of key business, financial, and regulatory risks.
Nominating and Compensation Committee
The Nominating and Compensation Committee is composed of not less than three non-employee directors. The present members of the Nominating and Compensation Committee are Chairman Jerry W. Johnson,Larry F. Ness, Randy G. Darcy, Gary G. Drook, Larry
F. Ness, and Randy G. Darcy.Marilyn R. Seymann. The Nominating and Compensation Committee held sevenfour meetings during 1999.2000. The functions of the Nominating and Compensation Committee are to recommend nominees for election to NorthWestern's Board, to recommend the persons to be elected by the Board as officers, to review and recommend the compensation of directors and officers of NorthWestern, and to determine awards, if any, to the executive officers of NorthWestern under incentive compensation and long-term equity plans.
The Nominating and Compensation Committee will consider nominees for directors properly recommended by shareholders. A shareholder who wishes to submit a candidate for consideration at the Annual Meeting of Shareholders to be held in 20012002 must notify the NorthWestern Corporate Secretary in writing not less than 90 days nor more than 120 days prior to the meeting. The shareholder's written notice must include information about each proposed nominee, including name, age, business address, principal occupation, shares beneficially owned and other information required in proxy solicitations. The nomination notice must also include the nominating shareholder's name and address, the number of shares of the Common Stock beneficially owned by the shareholder, and any arrangements or understandings between the nominee and the shareholder. The shareholder must also furnish a statement from the nominee indicating that the nominee wishes and is able to serve as a director.
Corporate Governance Committee
The Corporate Governance Committee is composed of NorthWestern's Chief Executive Officer and not less than three non-employee directors. The present members of the Corporate Governance Committee are Chairman Aelred
J. Kurtenbach, Larry F. Ness, Gary Olson,G. Drook, Marilyn R. Seymann, and Merle D. Lewis. The Corporate Governance Committee held two meetingsone meeting in 1999.2000. The functions of the Corporate Governance Committee are to review and recommend corporate governance best practices and to make recommendations to the Board concerning Board policies, the performance appraisal procedure for the chief executive officer, director qualifications, and Board evaluation and
to review and recommend corporate governance best practices.
evaluation.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of February 1, 2000,2001, with respect to shares of the Common Stock owned by the directors, nominees for director, certain executive officers of NorthWestern, by all directors and executive officers of NorthWestern as a group, and by persons known to NorthWestern to own more than 5% of the outstanding shares of Common Stock:
Amount & Nature
of Beneficial Ownership (1)
---------------------------
Name of Shares of Common Stock Percent
of
Beneficial Owner Beneficially Owned Common Stock
- ---------------------- ------------------------ ----------
- --
Randy G. Darcy 3,108
| | Amount & Nature of Beneficial Ownership(1)
| |
| |
|---|
Name of
Beneficial Owner
| | Shares of Common Stock Beneficially Owned
| | Percent of Common Stock
| |
|---|
| Randy G. Darcy | | 4,308 | | * | |
| Gary G. Drook | | 4,210 | | * | |
| Richard R. Hylland(2) | | 41,489 | (3) | * | |
| Jerry W. Johnson | | 8,157 | | * | |
| Merle D. Lewis(2) | | 177,173 | | * | |
| Larry F. Ness | | 9,142 | | * | |
| Bruce I. Smith | | 11,915 | | * | |
| John C. Charters | | 1,246 | | * | |
| Marilyn R. Seymann | | 1,246 | | * | |
| Walter A. Bradley, III(2) | | 8,038 | | * | |
| Michael J. Hanson | | 8,943 | | * | |
| Daniel K. Newell(2) | | 22,836 | | * | |
| All directors & executive officers | | 332,156 | | 1.42 | % |
Franklin Fund
777 Mariners Island Blvd.
San Mateo, California 94404 | | 1,354,000 | | 5.77 | % |
| NorthWestern Employee Stock Ownership Plan and Trust(4) | | 1,098,291 | | 4.68 | % |
- *
Gary G. Drook 3,010 *
Richard R. Hylland (2) 37,362(3) *
Jerry W. Johnson 6,608 *
Aelred J. Kurtenbach 7,090 *
Merle D. Lewis (2) 97,414 *
Larry F. Ness 7,702 *
Gary Olson (2) 8,083 *
Bruce I. Smith 10,148 *
John C. Charters -(4) *
Marilyn R. Se -(4) *
Walter A. Bradley, III (2) 5,958 *
Michael J. Hanson 3,876 *
Daniel K. Newell (2) 20,243(5) *
All directors &
executive officers 241,073(3)(5) 1%
Franklin Fund 1,790,500 7.8%
777 Mariners Island Blvd.
San Mateo, California 94404
NorthWestern Employee Stock 1,424,020 6.2%
Ownership Plan and Trust (6)
________________________
*Less - Less than 1%.
- (1)
- Shares shown represent both record and beneficial ownership, including shares held in the team member's (employee's) account with the Trustees of NorthWestern's Employee Stock Ownership Plan
('ESOP'("ESOP") and in various plans (NorthWestern's Variable Investment Plan, Supplemental Variable Investment Plan, and Team Member Stock Purchase Plan, collectively the 'Team"Team Member Savings Plans'Plans"). None of the directors, nominees or executive officers of NorthWestern beneficially owns any of NorthWestern's Cumulative Preferred Stock ($100 par value). Unless otherwise indicated, each person listed has sole voting and sole
investment power with respect to the shares shown in the table, and the address of each person is 125 S. Dakota Ave., Sioux Falls, SD 57104. - (2)
- Messrs. Hylland, Lewis,
Olson, Bradley, and Newell own, respectively, 2,068,3,651, 11,208, 7,588, 5,000, 1,000, and 3,8665,450 common units, for a total of 19,52227,897 common units, representing limited partner interests in Cornerstone Propane Partners, L.P., a NorthWestern partner entity; and Messrs. Hylland, Lewis and Newell own, respectively, 20,702, 27,602,24,604, 33,065, and 14,18517,697 Cornerstone restricted common units, for a total of 62,489 Cornerstone restricted units held by directors and executive officers of NorthWestern. None of the foregoing amounts exceeds 1% of the outstanding common units. - (3)
- Included are
756794 shares that Mr. Hylland holds as custodian for his children and 5,8245,553 shares held by his wife. - (4)
Directors/Nominees Charters and Seymann were newly elected to the
Board, effective February 2, 2000; therefore, they had no relationship
with NorthWestern and no NorthWestern securities holdings as of
February 1, 2000.
(5) Included are 1,313 shares that Mr. Newell holds jointly with or as
custodian for his children.
(6) - The Common Stock owned by the ESOP is held in trust for the benefit of participants in the ESOP, and the Trustees have sole investment power over the Common Stock held in trust.
Team member participantsParticipants are entitled to instruct the Trustees on how to vote all NorthWestern Common Stock allocated to their accounts and will receive a separate Proxy for voting such shares. All shares allocated to the participants for which no voting instructions are received and all unallocated shares held by the ESOP will be voted by the Trustees in the same proportion that the allocated shares have been voted by participants, unless inconsistent with the Trustee's fiduciary responsibilities.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Report on Executive Compensation
The Nominating and Compensation Committee (the 'Committee'"Committee") of the Board has furnishedfurnishes the following report on executive compensation to the shareholders of NorthWestern.
Procedures and Policies
- ------------------------
The Committee, which is comprised entirely of non-employee directors, has overall responsibility to nominate persons to serve as executive officers of NorthWestern and to review and to recommend compensation for the members of the Board and for the executive officers. The Committee also reviews and recommends to the full Board any benefit plans for officers and team members and approves any executive officer or director awards made under NorthWestern's incentive compensation and long-term private equity plans.
In
From time to time, and most recently in 1999, as in prior years, the Committee has engaged William M. Mercer, Incorporated, a compensation and benefits consulting firm, to assess the current executive compensation and private equity programs for NorthWestern and to offer recommendations that would support NorthWestern's short-short-term and long-term business strategy. Mercer representatives have interviewedinterview the members of the Board, comparedcompare the compensation of NorthWestern's executive officers and directors to comparable companies, and presentedpresent their findings to the Committee. The Board has implemented various recommendations from the Mercer studies which are designed to create and sustain an entepreneurial mindset throughout the organization; to reward executives for NorthWestern, business segment, and individual performance; to focus on long-term performance and the creation of shareholder value; and to attract and retain key executives and managers.other key team members.
Section 162(m) of the Internal Revenue code of 1986 generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to their chief executive officer and the four other most highly compensated executive officers unless certain tests are met. The Committee's general objective is to design and administer NorthWestern's compensation programs in a manner that will preserve the deductibility of compensation payments to executive officers but also will consider such programs in light of the importance of achieving NorthWestern's compensation objectives discussed above.
Base Salary
- -----------
The Mercer study recommended, and the Board has approved, a compensation program which positions total direct executive compensation at the median for comparable industry markets when performance is consistent with that comparative group; manages base salary through a range established around the median for the comparative group with adjustments primarily as the market median moves; utilizes annual incentives and equity-related long-
termlong-term plans; and includes stock ownership guidelines. The comparative group is a broader group of service companies and includes some of the utilities in the peer groupEEI index used in the performance graph.
In determining Mr. Lewis' salary for 19992000 as Chairman and Chief Executive Officer, the Committee considered the recommendations of the Mercer study, Mr. Lewis' individual performance as leader of NorthWestern, and his contributions to the long-term success of the organization. The Committee also utilized, throughout 1999,2000, a formal chief executive officer evaluation process first initiated in 1997. In particular, the Committee considered Mr. Lewis' success in greatly expandingdefining and leading NorthWestern's strategic focus on the threeenergy and communications industries; continuing the expansion of NorthWestern's four business lines
added to NorthWestern'slines: gas and electric utility, business (propane;propane, heating, ventilation and air conditioning;conditioning, and telecommunications services); inservices; increasing earnings during the year; inyear and positioning NorthWestern to once again increase the dividend on common shares; expanding the senior management team; and in building a common culture emphasizing initiative and customer service. Mr. Lewis' base annual salary was established at the median for the comparative group. Similar factors
were used to determine the base annual salary of the other named executive officers whose base salaries were established at or near the median for the comparative group.
Annual Incentive Compensation
- -----------------------------
The philosophy for all NorthWestern incentive compensation plans is to provide rewards when financial objectives are achieved, and to provide reduced or no benefits when the objectives are not achieved. These objectives are designed to further NorthWestern goals and to increase shareholder value.
The NorthWestern Board has adopted an annual incentive plan, now known atas the NorthSTARNorthWestern Performance Plan ('NorthSTAR'(the "Performance Plan"), which has been broadened to include team members at many levels of NorthWestern. The purpose of NorthSTARthe Performance Plan is to motivate and reward outstanding performance by NorthWestern team members in meeting short-term goals which support long-term objectives important to NorthWestern's success. Awards under NorthSTAR are based upon several
factors measuringOn an annual performance: For team members of NorthWestern
Corporation, NorthSTAR measures (1) NorthWestern's achievement of its
budgeted earnings per share, (2) NorthWestern's achievement of pre-
established customer satisfaction goals, and (3) an individual team
member's achievement of management-established individual, team, or
department goals. For the NorthWestern Public Service division of
NorthWestern, the above three goals are used, and in addition, NorthSTAR
measures NorthWestern Public Service's achievement of its capital
expenditure and operating income savings targets. At the end of the year, a
percentage is computed and totaled for each eligible team member for each
of the factors. Ifbasis, the eligible team member's composite level equals orachievement is assessed against previously established individual goals, according to a performance assessment matrix including the following levels: outstanding, exceeds specifiedexpectations, meets expectations, needs improvement, and unsatisfactory for up to 75% of the individual's targeted cash bonus amount, and the remaining 25% of such targeted cash bonus amount is based on overall NorthWestern performance. Incentive targets a cash incentive award will be paid to the team
member, unless employment with NorthWestern has been terminated forand any reason other than death, disability or retirement. Awardsawards to executive officers are determined by the Committee. The Board has adopted business segmentAwards under the Performance Plan for 2000 performance, shown in the summary compensation table, were approved in February 2001. Mr. Hanson also participates in annual incentive plans for team
members ofwherein NorthWestern Public Service ('NPS'), NorthWestern Services
Corporation ('NSC'), NorthWestern Energy Corporation ('NEC'), and NorCom
Advanced Technologies, Inc. ('NorCom'). A portion ofdivision team members are granted awards based on the annual incentive
compensation of Mr. Lewis and Mr. Hylland is determined by the success of
the NPS plan, while other executive officers and other key managers are
involved in those business segment annual incentive plans which relatedivision's achievement as compared to their activities. Awards under such plans for 1999 performance were made
in February 2000.
Long Termoperating goals.
Long-Term Incentive Compensation
- --------------------------------
As a complement to NorthWestern's annual incentive plans, the Board has determined that long-term incentive programs which tie executive compensation to increases in shareholder value are important. The Mercer study recommended, and the Board and the shareholders of NorthWestern in
1998have adopted and in 1999 amended, the NorthWestern Stock Option and Incentive Plan (the 'Plan'"Plan") to assist in accomplishing this goal by strengthening the link between compensation and the market value of NorthWestern's stock. The Plan is intended to recognize the contributions made to NorthWestern by its team members, to provide such persons with additional incentive to devote themselves to the future success of NorthWestern, and to improve the ability of NorthWestern to attract, retain and motivate individuals upon whom NorthWestern's future growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in NorthWestern through receipt of options to acquire NorthWestern's Common Stock. Similarly, the Plan is intended as an additional incentive to directors who are not team members of NorthWestern to serve on the Board and to devote themselves to the future success of NorthWestern. Options granted under the Plan to team members may be 'incentiveincentive stock options' ('ISOs'options ("ISOs") within the meaning of Section 422(b) of the Internal Revenue Code, may be options not intended to be ISOs ('nonqualified("nonqualified stock options'options"), or may be other types of long-term incentives, such as restricted stock awards, stock appreciation rights, and phantom stock units (collectively, 'Options'"Options"). Options granted to directors who are not team members of NorthWestern are nonqualified stock options.
If benchmark performance goals established by the Board are met or
exceeded,
NorthWestern has formed a private equity investment company in which certain key NSC, NEC, NorCom,executives and NPS executives have
opportunities, through long-term incentive programs for those entities, to
receive equity ownership incentives or payments in connection with improved
operations. In addition, certain key executive officers and other team members of NGC, which initiates and manages unregulated strategic investments for NorthWestern, were eligible during the first six months of
1999 to share in an acquisition fee equal to an aggregate of 3% of the
value of certain acquisition and investment transactions completed in 1998
if the investments met performance criteria established for each
transaction for periods following the transactions.
During 1999, NorthWestern formed a private equity investment company
in which certain executives and key team members wereare provided the opportunity to make personal investments. The private equity investment company is structured as a limited liability company, is controlled and substantially owned by NorthWestern, and enables the investors to participate in long-term value creation in selected growth initiatives, including increases in the value of NorthWestern's interests in Cornerstone, Blue Dot, and Expanets above benchmark rates of return approved by the Committee. NorthWestern has the right to acquire the limited liability company interests of the investors under specified circumstances.
Mr. Lewis' long-term incentive compensation for 19992000 was determined in accordance with the terms of the long-term incentive and private equity programs discussed above. The Board has established stock ownership guidelines for all executive officers which require each officer to purchase and obtain a significant equity ownership interest in NorthWestern within specified periods. The guidelines require equity purchase and ownership levels of 100,000 shares for the Chief Executive Officer, 50,000 shares for the President, 25,000 shares for the Chief Financial Officer, and other levels for specified executive officers.
This report is submitted on behalf of the Committee:
Jerry W. Johnson, Chairman
Gary G. Drook
Larry F. Ness
Randy G. Darcy
| Larry F. Ness, Chairman | | Randy G. Darcy |
| Gary G. Drook | | Marilyn R. Seymann |
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned during the fiscal years indicated for services in all capacities by the chief executive officer and by the four other most highly compensated NorthWestern executive officers in 1999:
Long Term Compensation All
Annual Compensation ---------------------- Other
---------------------- Awards Payouts (2) Comp.
Name and Salary Bonus(1) (Securities ($)
Position Year ($) ($) Underlying ($)
- --------------- ---- --------- ---------- Options) ----------- ------
-----------
Merle D. Lewis 1999 627,167 783,733 133,908 85,137 40,220
Chairman & Chief 1998 532,667 705,241 104,200 51,475 34,909
Executive Officer 1997 365,971 629,245 ------ 24,897 25,085
Richard R. Hylland 1999 416,542 666,211 68,103 32,838 21,200
President & 1998 354,542 371,395 37,900 25,738 17,499
Chief Operating 1997 246,417 486,233 ----- 24,897 10,480
Officer
Daniel K. Newell 1999 278,917 561,532 33,879 ----- 16,524
Sr. VP - Finance 1998 236,583 235,135 12,000 ----- 17,703
& Chief Financial 1997 168,333 332,039 ----- ----- 9,920
Officer; Managing
Director & CEO of
NorthWestern
Growth Corporation
Walter A. Bradley, 1999 249,875 120,396 19,638 ----- 16,127
III, Vice President1998 163,333 116,043 8,400 ----- 1,225
& Chief 1997 ----- ----- ----- ----- ----
Information Officer(4)
Michael J. Hanson 1999 245,583 293,117 5,800 ----- 11,107
President & CEO 1998 108,333 72,430 5,817 ----- -----
of NorthWestern 1997 ----- ----- ----- ----- -----
Public Service
Division (4)
______________________
2000:
| |
| |
| |
| | Long Term Compensation
| |
|
|---|
| |
| | Annual Compensation
| |
|
|---|
| |
| | Awards
(Securities
Underlying
Options)
| |
| |
|
|---|
Comp.
Name and Position
| | Year
| | Salary
($)
| | Bonus(1)
($)
| | Payouts(2)
($)
| | All Other
Compensation(3)($)
|
|---|
Merle D. Lewis
Chairman & Chief Executive Officer | | 2000
1999
1998 | | 734,208
627,167
532,667 | | 247,000
783,733
705,241 | | 278,442
133,908
104,200 | | 80,676
85,137
51,475 | | 57,764
40,220
34,909 |
Richard R. Hylland
President & Chief Operating Officer | | 2000
1999
1998 | | 483,042
416,542
354,542 | | 158,000
666,211
371,395 | | 119,827
68,103
37,900 | | 30,129
32,838
25,738 | | 28,495
21,200
17,499 |
Daniel K. Newell
Sr. Vice President; Managing Director & CEO of NorthWestern Growth Corporation | | 2000
1999
1998 | | 311,917
278,917
236,583 | | 118,000
561,532
235,135 | | 39,481
33,879
12,000 | | —
—
— | | 19,170
16,524
17,703 |
Michael J. Hanson
President & CEO of NorthWestern Public Service division & of NorthWestern Services Group, Inc.(4) | | 2000
1999
1998 | | 293,583
245,583
108,333 | | 390,370
293,117
72,430 | | 8,035
5,800
5,817 | | —
—
— | | 19,319
11,107
— |
Walter A. Bradley, III,
Vice President & Chief Information Officer(4) | | 2000
1999
1998 | | 257,250
249,875
163,333 | | 52,000
120,396
116,043 | | 35,602
19,638
8,400 | | —
—
— | | 17,334
16,127
1,225 |
- (1)
- The amounts in
the bonusthis column are cash awards pursuant to NorthWestern's annual incentive plans, which are described under the 'Report"Report on Executive Compensation'Compensation" which were earned in the year shown and paid in the following year.
- (2)
- The amounts in this column represent the cash payouts from NorthWestern's former phantom stock long-term incentive compensation plan at the end of the five-year periods following the dates of the awards.
- (3)
- The amounts in this column include NorthWestern's contributions on behalf of the named executive officers to the Team Member Savings Plans and to the ESOP as well as the amounts paid by NorthWestern with respect to term life insurance for the benefit of the executives. For the executives named in this table, for
19992000 such amounts under the Team Member Savings Plans, ESOP, and life insurance, respectively, were as follows: Mr. Lewis: $18,871, $9,749,$29,656, $16,083, and $11,600;$12,025; Mr. Hylland: $12,735, $4,765,$16,889, $7,744, and $3,700;$3,862; Mr. Newell: $8,424, $4,560,$9,551, $5,889, and $3,540;$3,730; Mr. Hanson: $10,179, $4,597, and $4,543; and Mr. Bradley: $7,875, $4,452,$9,057, $4,597, and $3,800; and Mr. Hanson:
$6,080, $4,452, and $575.$3,680. These amounts exclude loans, issued with full recourse, advanced by NorthWestern to Mr. Lewis, $113,000, Mr. Hylland, $103,000, and Mr. Newell, $103,000, in 1999 to finance the purchase of membership interests in the NGC private equity investment company described above.
- (4)
- Mr. Hanson and Mr. Bradley
and Mr. Hanson began their employment with NorthWestern on June 1, 1998, and April 16, 1998, and June 1, 1998, respectively.
INFORMATION ON OPTIONS
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
Individual
Option Grants At Assumed Annual Rates of
Percent Stock Price Appreciation
No. of of Total for Option Term (3)
Securities Options
Underlying Granted to Exercise At 5% At 10%
Options Team Members or Base ($42.58 ($67.66
Granted (#)in Last Fiscal Price Expir. At 0% stock stock
Name Year
| | Individual Grants
| |
| |
| |
| |
| |
|
|---|
| |
| | Percent of Total Options Granted to Team Members in Fiscal Year
| |
| |
| |
| |
| |
|
|---|
| |
| |
| |
| |
| | Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation for Option Term(3)
|
|---|
| | No. of Securities Underlying Options Granted (#)
(1)
| |
| |
| |
|
|---|
| | Exercise or Base Price ($/Sh)(2)
| |
| |
|
|---|
Name
| | Expir.
Date
| | At 0%
Growth
| | At 5%
($35.66 stock price)
| | At 10%
($56.66 stock price)
|
|---|
| Merle D. Lewis | | 278,442 | | 38 | | 21.875 | | 4/7/2010 | | 0 | | $ | 3,838,323 | | $ | 9,685,605 |
| Richard R. Hylland | | 119,827 | | 16 | | 21.875 | | 4/7/2010 | | 0 | | | 1,651,815 | | | 4,168,182 |
| Daniel K. Newell | | 39,481 | | 5 | | 21.875 | | 4/7/2010 | | 0 | | | 544,246 | | | 1,373,347 |
| Michael J. Hanson | | 8,035 | | 1 | | 21.875 | | 4/7/2010 | | 0 | | | 110,762 | | | 279,497 |
| Walter A Bradley, III | | 35,602 | | 5 | | 21.875 | | 4/7/2010 | | 0 | | | 490,774 | | | 1,238,416 |
- (1)
Year ($/Sh)(2)Date Growth price) price)
- ----- ------ ------ --------- ----- ------ ----- ------
M. D. Lewis 133,908 31 26.125 4/22/09 0 $2,203,456 $5,561,869
R. R. Hylland 68,103 16 26.125 4/22/09 0 1,120,635 2,828,658
D. K. Newell 33,879 8 26.125 4/22/09 0 557,479 1,407,164
W. A Bradley, III 19,638 5 26.125 4/22/09 0 323,143 815,664
M. J. Hanson 5,800 1 26.125 4/22/09 0 95,439 240,903
_____________________________
(1) - All options granted in
19992000 become exercisable in annual cumulative installments of 33 1/3%1/3%, commencing three years from date of grant, with full vesting occurring on the fifth anniversary date of the grant. Vesting is accelerated in the event of a change in control of NorthWestern.
- (2)
- All options were granted at market value (the closing price of the Common Stock on the New York Stock Exchange as reported in the Midwest Edition ofThe Wall Street Journal)on the date of grant.
- (3)
- The hypothetical potential gains (reported net of exercise price) are based entirely on assumed annual growth rates of 5% and 10% in the value of NorthWestern's stock price over the ten-year life of the options (which would equal a total increase in stock price of 63% and 159%, respectively). These assumed rates of growth are mandated by rules of the Securities and Exchange Commission for illustration purposes only and are not intended to predict future stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of
Underlying Unexercised Unexercised
Shares Value Options at
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End In-the-Money Options
Acquired on Realized (#) At Fiscal Year-End($)Option Values
| |
| |
| | Number of Securities
Underlying Unexercised
Options at Fiscal Year-End
(#)
| |
| |
|
|---|
| | Shares
Acquired on
Exercise (#)
| |
| | Value of Unexercised In-the-Money Options At Fiscal Year-End
($)(1)
|
|---|
| | Value
Realized
($)
|
|---|
Name
| | Exercisable
| | Unexercisable
| | Exercisable
| | Unexercisable
|
|---|
| Merle D. Lewis | | 0 | | $ | 0 | | 0 | | 516,550 | | $ | 0 | | $ | 361,078 |
| Richard R. Hylland | | 0 | | | 0 | | 0 | | 225,830 | | | 0 | | | 154,522 |
| Daniel K. Newell | | 0 | | | 0 | | 0 | | 85,360 | | | 0 | | | 50,851 |
| Michael J. Hanson | | 0 | | | 0 | | 0 | | 19,652 | | | 0 | | | 10,771 |
| Walter A. Bradley, III | | 0 | | | 0 | | 0 | | 63,640 | | | 0 | | | 45,553 |
- (1)
Name Exercise (#)($) Exercisable Unexercisable Exercisable Unexercisable
Merle D. Lewis 0 0 0 238,108 0 0
Richard R. Hylland 0 0 0 106,003 0 0
Daniel K. Newell 0 0 0 45,879 0 0
Walter A. Bradley, III
0 0 0 28,038 0 0
Michael J. Hanson 0 0 0 11,617 0 0
_______________________
(1) - Represents the difference between
$22.00$23.125 (the closing price of the Common Stock on the New York Stock Exchange as reported in the Midwest Edition ofThe Wall Street Journalfor the close on December 31, 1999)2000) and the option exercise price.
Employment Contracts
The Board has adopted a program of comprehensive employment agreements with Mr. Lewis, Mr. Hylland, Mr. Newell, Mr. Bradley,Hanson, and Mr. Hanson,Bradley, which agreements have specific terms of from threetwo to five years and contain non-
compete,non-compete, confidentiality, and change ofin control provisions. The agreements also include base salary amounts for the current year and annual incentive plan and long-term incentive plan provisions tied to the success of the team members' business segments.organization. The agreements generally provide termination benefits if employment by NorthWestern terminates for any reason (other than death, disability, retirement at age 65 or such earlier age that the Board approves, or discharge for gross misconduct in the performance of employment duties that materially injures NorthWestern)
within 36 monthsthe specified term of the agreement and after a 'change"change in control'control" or 'major transaction'"major transaction" event. A change in control event generally occurs if a person acquires 20% or more of the voting power of NorthWestern's securities. A major transaction event occurs if the shareholders of NorthWestern approve a merger or consolidation in which less that two-thirds of the Board of NorthWestern continue to serve, a plan of liquidation of NorthWestern, or a sale or disposition of all or substantially all of NorthWestern's assets. As part of the termination benefits, NorthWestern must pay the executive officer a lump sum payment (or, at the executive's election, deferred payments) generally equal to three timesthe executive's base salary and average annual short term and long term incentive compensation plan payment.for each year during the specified period of the agreement. NorthWestern must also provide the officer with health, disability and life insurance coverages in amounts substantially equal to those he or she was receiving at the time of the termination for a specified period. Also, on the officer's normal retirement date, NorthWestern must pay the officer, or his or her estate in the event of death, a lump sum amount equal to the actuarial equivalent of the additional retirement benefits that would have been due under NorthWestern's retirement plan, if employment had continued for the period for which the benefits referred to in the preceding sentence are payable. To the extent that such benefits are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1954, as amended, with respect to excess 'parachute payments'"parachute payments" under Section 180G of such Code, NorthWestern will be responsible for such tax. The termination benefits under these agreements are to be provided regardless of whether a team member is able to obtain other employment.
Retirement Plan
Effective January 1, 2000, NorthWestern offered its team members two alternatives with regard to its retirement plan. A team member could convert his or her existing accrued benefit from the existing plan into an opening balance in a hypothetical account under a new cash balance formula, or that team member could continue under the existing defined benefit formula. All team members hired after January 1, 2000 will participate in the cash balance formula. The beginning balance in the cash balance account for a converting team member was determined based on the team member's accrued benefit; age and service as of January 1, 2000; 19992000 eligible pay; and a conversion interest rate of 6%. Under the cash balance formula a participant's account grows based upon (1) contributions by NorthWestern made once per year, and (2) by annual interest credits based on the average Federal 30-year treasury bill rate for November of the preceding year (6.15% for 2000). Contribution rates were determined on January 1, 2000, based on the participant's age and years of service on that date. They range from 3%-7.5%—7.5% (3% for all new team members) for compensation below the taxable wage base and are doubled for compensation above the taxable wage base. Upon termination of employment with NorthWestern, a team member, or if deceased, his or her beneficiary, receives the cash balance in the account paid in a lump sum or in other permitted annuity forms of payment.
To be eligible for the retirement plan, a team member must be 21 years of age and have worked at least one year for NorthWestern, working at least 1,000 hours in that year. Non-employee Directors who are not team members are not eligible to participate. Benefits for team members who chose not to convert to the cash balance formula will continue to be part of the defined benefit formula, which provides an annual pension benefit upon normal retirement at age 65 or earlier (subject to benefit reduction). Under this formula the amount of the annual pension is based upon average annual earnings for the sixty consecutive highest paid months during the 10 years immediately preceding retirement. Upon retirement on the normal retirement date, the annual pension to which an eligible team member becomes entitled under the formula amounts to 1.34% of average annual earnings up to the Covered Compensation base plus 1.75% of such earnings in excess of the Covered Compensation base, multiplied by all years of credited service.
The named executives also participate in a supplemental excess retirement plan related to both of the pension formulas, which provides benefits based on those formulas but with respect to compensation which exceeds the limits under the Code. In 1998,addition, NorthWestern has agreed to assure Mr. Hanson a pension benefit equivalent to that which would be provided by the Retirement Plan if he were given credit for his 17 years of prior service with another utility company in addition to his years
of service with NorthWestern. As a result, he was credited with those additional years of service under the supplemental excess retirement plan.
Assuming the named executives reach the normal retirement age of 65, the projected annual 10-year certain and continuous annuity benefit for Mr. Lewis would be $404,551,$474,975, and the projected annual life annuity benefits for the other named executives would be: Mr. Hylland, $241,881;$263,400; Mr. Newell, $91,125;$100,387; Mr. Hanson, $176,901; and Mr. Bradley, $69,912; and Mr. Hanson, $172,159.$65,883. The annual pay credit rates are as follows for the participating named executives: Mr. Hylland 4%, Mr. Newell 3.7%, Mr. BradleyHanson 3%, and Mr. HansonBradley 3% (4.9% in the supplemental plan).
Other Benefits
NorthWestern currently maintains a variety of benefit plans and programs, which are generally available to all NorthWestern team members, including executive officers, such as the Variable Investment Plan (401(k) plan) under which a team member may contribute up to 13% of his or her salary (with NorthWestern matching with up to 3%31/2% with the first 6% contributed by the team member), a Supplemental Variable Investment Plan (a non-qualified Supplemental 401(k) plan available to the extent participation in the VIP is limited by the Internal Revenue Code), a Team Member Stock Purchase Plan (Section 423 Plan) approved by shareholders and instituted in 1999, in which a team member may contribute up to $3,000 per year for the purchase of NorthWestern Common Stock (at a discount of up to 15% of market value), term life and supplemental life (Family Protector Plan) insurance coverage, the NorthWestern Employee Stock Ownership Plan (ESOP), long-term disability plan, and other general employee benefits such as emergency personal leave and educational assistance.
Director Compensation
Non-employee Directors who are not officers of NorthWestern annually receive 1,0001,200 shares of Common Stock of NorthWestern, are paid $2,500 each quarter for serving on the Board, and receive an attendance fee of $4,000 for attendance at each regular or special meeting of the Board. Directors are also paid $1,700 for each meeting of a committee on which such director serves and $500 for each quarter during which they serve as chairman of a committee of the Board. Directors receive one-half of the meeting fee for telephonic conference board or committee meetings. In addition, non-team member directors received stock options for 3,6004,200 shares of Common Stock in 1999.2000. Directors who are also officers are not separately compensated for services as a director on NorthWestern's Board.
Directors may elect to defer receipt of their cash compensation as directors until they cease to be directors. The deferred compensation may be invested in (1) an account which earns interest at the same rate as accounts in the team member savings plan or (2) a deferred compensation unit account in which the deferred compensation is converted into deferred compensation units on the basis that each unit is at the time of investment equal in value to the fair market value of one share of NorthWestern's Common Stock, sometimes referred to as 'phantom"phantom stock units.'" Additional units based on the dividends paid on NorthWestern's Common Stock are added to the director's deferred compensation unit account. Following the director's retirement, the value of the deferred compensation units is paid in cash in an amount determined by multiplying the accumulated deferred
compensation units by the average of the closing prices of NorthWestern's
Common Stock for the 10 days preceding such event.former director within a period of five years.
Mr. Lewis, Mr. Hylland, and Mr. Newell were paid $33,500, $14,500,$45,000, $28,000, and $13,500,$28,000, respectively, in cash and $43,457, $20,590,$25,000, $12,000, and $16,234$12,000 in restricted common units of CornerStone Propane, L.P., as director fees for service on the board of CornerStone Propane GP, Inc., a NorthWesternsubsidiary of NGC and the managing general partner entity.
of Cornerstone Propane, L.P.
Salary Continuation Plan
NorthWestern has a non-qualified salary continuation plan for directors and selected management team members. In 1999,2000, a total of 5144 active team members and non-employee directors participated in this plan. The plan provides for certain amounts of salary continuation in the event of death before or after retirement or, in the alternative, certain supple
mentalsupplemental retirement benefits in lieu of any death benefits after age 65. Generally, death benefits will vary from 45% to 75% of salary for up to 15 years, and supplemental retirement benefits from 25% to 40% of current salary. Life insurance is carried on each plan participant in favor of NorthWestern to indirectly fund future benefit payments. Part of the cost of the life insurance carried by NorthWestern is paid by team member participants in the plan. The program is designed so that if assumptions made as to mortality experience, policy dividends or credits, and other actuarial factors are realized, NorthWestern will more than recover its cost of this program. Consequently, the cost of any one individual participant cannot be properly allocated or determined because of the overall actuarial plan assumptions and the cost recovery feature of the plan. Therefore, no amount attributable to this plan has been included in the summary compensation table above.
AUDIT COMMITTEE REPORT
The following report is submitted on behalf of the Audit Committee of the Board of Directors. In connection with the December 31, 2000 financial statements, the Audit Committee reviewed and discussed the audited financial statements with management, discussed with Arthur Andersen LLP, NorthWestern's auditors, the matters required by Statement on Auditing Standards No. 61, and received and discussed with the auditors the matters required by Independence Standards Board Statement No. 1 and considered the compatibility of non-audit services with the auditor's independence. Based on the review and discussions referred to herein, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the last fiscal year for filing with the Commission. The Audit Committee has recommended, and the Board of Directors has adopted, an Audit Charter to guide the Committee. The Audit Charter, which is reviewed at least annually, is attached to this Proxy as Exhibit A. The fees paid to Arthur Andersen in 2000, by category, were as follows:
Audit Fees
| | Financial Information Systems Design and Implementation Fees
| | All Other Fees
|
|---|
| $ | 915,000 | | $ | 0 | | $ | 4,863,000 |
Randy G. Darcy, Chairman
John C. Charters
Jerry W. Johnson
Bruce I. Smith
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as NorthWestern's independent public accountants continuously since 1932. Upon the recommendation of the Audit Committee, the Board has selected Arthur Andersen LLP to serve as NorthWestern's independent public accountants during the current year. During 2000, NorthWestern also engaged Arthur Andersen LLP to render certain non-audit professional services. One or more representatives of Arthur Andersen LLP will attend the Meeting, will have the opportunity to make a statement and will be available to respond to questions from shareholders.
NOMINATING AND COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
None of the current members of the Nominating and Compensation Committee of the Board are team members or former team members of NorthWestern.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Reports on Forms 3, 4 and 5 and any amendments thereto furnished to NorthWestern pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and written representations from the executive officers and directors that no other Reports were required, NorthWestern believes that all of such Reports were filed on a timely basis by executive officers and directors during 1999, with the
exception of the sale of 800 shares of NorthWestern Common Stock by Thomas
A. Gulbranson, former President and Chief Executive Officer of NorthWestern
Services Corporation, a subsidiary of NorthWestern, on September 28, 1999,
that was not reported in Mr. Gulbranson's report for the month of September
filed in October 1999, but was reported in an amended Form 4 filed on
November 30, 1999.
2000.
PERFORMANCE GRAPH
The following Stock Price Performance Graph compares the cumulative total return* on NorthWestern's Common Stock ('NOR'("NOR"); an Edison Electric
Institute peer group index of 83 utility companies** (which has replaced the EEI peer group of 46 combination gas and electric utilities used by
NorthWestern in previous years, because the former peer group data is no
longer calculated by EEI);Investor-Owned Electrics index; the S&P Small Cap 600 Stock Index (in which
group NorthWestern was included in the prior year);Index; and the S&P 500 Stock Index for a five-year period:
(GRAPH)
NOR EEI Peer S&P Small S&P 500
Cap 600
---- ------- -------- --------
Base 12/31/94 $100 $100 $100 $100
1995 111.57 131.02 129.96 137.58
1996 144.64 132.59 157.67 169.17
1997 203.53 168.88 198.01 225.61
1998 243.59 192.34 203.41 290.09
1999 211.67 156.57 228.64 351.13
*Cumulative
| | NOR
| | EEI
| | S&P Small
Cap 600
| | S&P 500
|
|---|
| Base 12/31/95 | | $ | 100.00 | | $ | 100.00 | | $ | 100.00 | | $ | 100.00 |
| 1996 | | | 129.63 | | | 101.20 | | | 121.32 | | | 122.96 |
| 1997 | | | 182.40 | | | 128.90 | | | 152.36 | | | 163.98 |
| 1998 | | | 218.30 | | | 146.26 | | | 156.52 | | | 210.84 |
| 1999 | | | 189.60 | | | 119.50 | | | 175.93 | | | 255.22 |
| 2000 | | | 209.51 | | | 176.82 | | | 196.69 | | | 231.98 |
- *
- Cumulative total return assumes quarterly reinvestment of dividends.
**Allegheny Energy; Alliant Energy; Ameren; American Electric Power;
Avista; Bangor Hydro-Electric Co.; Black Hills Corp.; Carolina Power &
Light; Central Hudson Gas & Electric; Central & South West Corp.;
Central Vermont Public Service; Cinergy, Inc.; Cleco Corp.; CMP Group;
CMS Energy Corp.; Connectiv; Consolidated Edison of NY; Constellation
Energy; Dominion Resources, Inc.; DPL Inc.; DQE Inc.; DTE Energy; Duke
Energy; Eastern Utilities Assoc.; Edison International; El Paso Electric
Co.; Empire District Electric Co.; Energy East Corp.; Entergy Corp.;
First Energy; Florida Progress Corp.; FPL Group Inc.; Green Mountain
Power Corp.; GPU Inc.; Hawaii Electric Industry; IDA Corp.; Illinova;
Ipalco Enterprises Inc.; Kansas City Power & Light; Keyspan Energy; LG&E
Energy Group; Madison Gas & Electric Co.; Maine Public Service; MDU
Resources Group; Minnesota Power & Light; Montana Power Co.; New Century
Energies; New England Electric System; Niagara Mohawk Power; Nisource;
Northeast Utilities; Northern States Power; NStar; NorthWestern Corp.;
OGE Energy; Otter Tail Power Co.; Peco Energy; PG&E Corp.; Pinnacle West
Capital; Potomac Electric Power; PPL Resources; Public Service Co. of
New Mexico; Public Service Enterprises; Pugent Sound Energy; Reliant
Energy; RGS Energy Group Inc.; St. Joseph Light & Power; Sempra Energy;
Sierra Pacific Resources; Sigcorp; Southern Co.; Teco Energy Inc.; TNP
Enterprises Inc.; TXU; Unicom; Unisource; United Illuminating Co.;
Unitil Corp.; Utilicorp United Inc.; Western Resources; Wisconsin Energy
Corp.; WPS Resources Corp.
ANNUAL REPORT
A copy of NorthWestern's Annual Report for the year ended December 31, 1999,2000, is being sent to all shareholders of record as of the Record Date. Your attention is directed to the financial statements and Management's Discussion and Analysis in such Annual Report which provide additional important information concerning NorthWestern.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as NorthWestern's independent public
accountants continuously since 1932. Upon the recommendation of the Audit
Committee, the Board has selected Arthur Andersen LLP to serve as
NorthWestern's independent public accountants during the current year. One
or more representatives of Arthur Andersen LLP will attend the Meeting,
will have the opportunity to make a statement and will be available to
respond to questions from shareholders.
During 1999, NorthWestern also engaged Arthur Andersen LLP to render
certain non-audit professional services. The Audit Committee of the Board
approved the audit and non-audit services and considered the possible
effect of the non-audit services on the independence of the accountants
prior to the time the services were rendered.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals for consideration at the 20012002 Annual Meeting of Shareholders should submit their proposals, together with any supporting statements, to the Corporate Secretary of NorthWestern in order to be eligible for inclusion in the NorthWestern proxy materials for that meeting. To be considered, a shareholder must meet certain eligibility qualifications, and for the proposal to be timely submitted, it must be received by the Corporate Secretary by November 12, 2000.11, 2001. A shareholder presenting a proposal must appear in person or through a qualified representative at the 20012002 Annual Meeting to present the proposal.
Other proposals that are not included in the proxy material will be considered timely and may be eligible for presentation at the 20012002 Annual Meeting if they are received by the Corporate Secretary not later than January 23, 2001.
22, 2002.
OTHER MATTERS
The management does not know of any matter to be brought before the Meeting, other than the matters described in the Notice of Annual Meeting accompanying this Proxy Statement. The persons named in the form of proxy solicited by the Board will vote all proxies which have been properly executed, and if any matters not set forth in the Notice of Annual Meeting are properly brought before the meeting, such persons will vote thereon in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
ALAN
Alan D. DIETRICH
Dietrich
Corporate Secretary
NorthWestern Corporation
March 10, 2000
16, 2001
PLEASE USE ONE OF THE THREE METHODS TO VOTE YOUR SHARES SO THAT YOUR STOCK MAY BE REPRESENTED AND VOTED AT THE ANNUAL MEETING.
MANAGEMENT WILL PROVIDE TO EACH SHAREHOLDER WHOSE PROXY IS SOLICITED FOR THE 20002001 ANNUAL MEETING, UPON WRITTEN REQUEST AND WITHOUT CHARGE, A COPY OF NORTHWESTERN'S 19992000 ANNUAL REPORT (FORM 10-K) TO THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS SHOULD BE DIRECTED TO JANE RAMSELL, DIRECTOR
- - MANAGER—SHAREHOLDER SERVICES, NORTHWESTERN CORPORATION, 600 MARKET STREET WEST, HURON, SOUTH DAKOTA 57350-1500.
IMPORTANT:
VOTE YOUR SHARES OVER THE INTERNET, BY PHONE, OR BY SIGNING AND
RETURNING THE ENCLOSED CARD PROMPTLY
EXHIBIT A
NORTHWESTERN CORPORATION
AUDIT COMMITTEE CHARTER
Role and Independence
The Audit Committee (the "Committee") of the Board of Directors of NorthWestern Corporation (the "Corporation") assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the Corporation and such other duties as directed by the Board. The membership of the Committee shall consist of not less than three non-employee members of the Board who are generally knowledgeable in financial and auditing matters. Each member shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. The Committee is expected to maintain free and open communication (including private executive sessions at least annually) with the Independent Accountant (the "Accountant"), and the management of the Corporation. In discharging this oversight role, the Committee is empowered to investigate any matter brought to its attention, with full power to retain outside counsel or other experts for this purpose.
Responsibilities
The Committee's primary responsibilities are:
- •
- Primary input into the recommendation to the Board for the selection and retention of the Accountant that audits the financial statements of the Corporation. In the process, the Committee will discuss and consider the Accountant's written affirmation that the Accountant is in fact independent, discuss the nature and rigor of the audit process, receive and review all reports, and provide to the Accountant full access to the Committee (and the Board) to report on any and all appropriate matters.
- •
- Discussion with management and the Accountant of the quality and adequacy of the Corporation's internal controls.
- •
- Review of annual financial statements with management and the Accountant. Such discussions may include, as deemed appropriate, quality of earnings, review of reserves and accruals, consideration of the suitability of accounting principles, review of highly judgmental areas, audit adjustments whether or not recorded, and such other inquiries as the Committee determines.
- •
- Consider appropriateness of non-audit services provided by the Accountant to the Corporation.
- •
- Risk controls—monitoring company processes for management's identification and control of key business, financial, and regulatory risks.
- •
- Discussion with management of the status of pending litigation, taxation matters, and other areas of legal and compliance oversight as may be appropriate.
- •
- Review with management and the Accountant any significant risks and exposures of the Corporation and management's steps to minimize them.
- •
- Review of any significant findings and recommendations made by the Accountant, and management's responses to them.
- •
- Annually review this Charter and the Corporation's Code of Conduct.
- •
- Report on Committee activities to the full Board.
NORTHWESTERN CORPORATION
Annual Meeting of Shareholders
May 3, 2000
2, 2001
10:00 a.m., Central time zone
Washington Pavilion
301 S. Main Avenue
Sioux Falls, South Dakota 57104
NorthWestern Corporation
125 S. Dakota Avenue
Sioux Falls, South Dakota 57104 Proxy
______________________________________________________
| NorthWestern Corporation | | |
| 125 S. Dakota Avenue | | |
| Sioux Falls, South Dakota 57104 | | Proxy |
This Proxy is solicited by the Board of Directors for use at the Annual Meeting on May 3, 2000.2, 2001.
The shares of Common Stock you hold in your account or in a dividend reinvestment account as of record on March 4, 2000,3, 2001, will be voted as you specify.
If no choice is specified, the Proxy will be voted 'FOR'"FOR" item 1.
By signing the Proxy, you revoke all prior Proxies and appoint Merle D. Lewis and Richard R. Hylland, and each of them, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.
SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
Company Number: 250
There are three ways to vote you Proxy. Control Number: 1234567
Account Number: 1
| | Company Number: 250 |
| There are three ways to vote your Proxy. | | Control Number: 1234567 |
| | Account Number: 1 |
VOTE BY INTERNET
http://www.northwestern.com/proxyvote
Go to the Web site address listed above to vote your Proxy 24 hours a day, 7 days a week. You will be prompted to enter the 10 digit control number, 3 digit company number and 10 digit account number, which are located in the upper right-hand corner of this card. Then follow the simple online instructions.
VOTE BY PHONE
1-800-240-6326
Use any touch-tone telephone to vote your Proxy 24 hours a day, 7 days a week. Have your Proxy Card in hand when you call. You will be prompted to enter the company number and control number, which are located in the upper right-hand corner of this card.Do not enter the three leading zeros of the control number. Then follow the simple instructions given over the phone.
Note: If voting by Internet or phone
Your Internet or phone vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your Proxy Card. The Internet and phone voting facilities will close at 12:00 p.m., Central time zone, on May 2, 2000.
1, 2001.
VOTE BY MAIL
Postage-paid envelope provided
Mark, sign and date your Proxy Card and return it in the postage-paid envelope provided. If you vote by Internet or phone, do not return your Proxy Card in the mail.
If you vote by Internet or Phone, please do not mail your Proxy Card.
PLEASE DETACH PROXY CARD HERE
(Mark
(Mark only one box below)
1. Election of Class III Directors Control Number 1234567
01 John C. Charters __ FOR all nominees (except as marked)
02 Merle D. Lewis
03 Marilyn R. Seymann __ WITHHOLD AUTHORITY to vote for all nominees
(Instruction: To withhold authority to vote
for any individual nominee, print the
number(s) of the nominee(s) on the line
provided to the right.) ______________________________
2. Upon such other matters as may come before said meeting or any
adjournments thereof, in the discretion of the Proxyholders.
This Proxy, when properly executed, will be
voted in the manner directed by the
undersigned shareholder(s). If no direction
is made, this Proxy will be voted 'FOR' all
nominees named in item 1.
Date: _________________________________
_______________________________________
Signature
________________________________________
Signature
Please sign exactly as name(s) appear on this
Proxy. Joint owners should each sign
personally. Corporation Proxies should be
signed by authorized officer. When signing
as executors, administrators, trustees, etc.,
give full title.
| 1. | | Election of Class I Directors | | Control Number 1234567 |
| | | | Shares |
| 01 | | Randy G. Darcy | | — | | FOR all nominees (except as marked) |
| 02 | | Gary G. Drook | | | | |
| 03 | | Bruce I. Smith | | — | | WITHHOLD AUTHORITY to vote for all nominees |
| (Instruction: To withhold authority to vote for any individual nominee, print the number(s) of the nominee(s) on the line provided to the right.) | |
|
| 2. | | Upon such other matters as may come before said meeting or any adjournments thereof, in the discretion of the Proxyholders. |
| This Proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder(s). If no direction is made, this Proxy will be voted "FOR" all nominees named in item 1. |
| Date: | | | |
| | |
|
|
Signature |
|
Signature |
| Please sign exactly as name(s) appear on this Proxy. Joint owners should each sign personally. Corporation Proxies should be signed by authorized officer. When signing as executors, administrators, trustees, etc., give full title. |
Address Change? Mark box and indicate changes above. __
/ /
QuickLinks
NORTHWESTERN CORPORATION PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS To be held May 2, 2001
TABLE OF CONTENTS
GENERAL INFORMATION
ELECTION OF DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS AND COMMMITTEES
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
AUDIT COMMITTEE REPORT
INDEPENDENT PUBLIC ACCOUNTANTS
NOMINATING AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
PERFORMANCE GRAPH
ANNUAL REPORT
SUBMISSION OF SHAREHOLDER PROPOSALS
OTHER MATTERS
EXHIBIT A
NORTHWESTERN CORPORATION AUDIT COMMITTEE CHARTER