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ALLETE INC — Proxy Solicitation & Information Statement 2012
Mar 20, 2012
31193_rns_2012-03-20_8acf8f83-337b-43f4-a9fb-736ad06335c4.zip
Proxy Solicitation & Information Statement
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DEFA14A 1 a2012proxycard.htm ALLETE 2012 PROXY CARD html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using WebFilings 1 Copyright 2008-2012 WebFilings LLC. All Rights Reserved 2012 Proxy Card
ALLETE, INC.
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, May 8, 2012
10:30 a.m. CDT
DULUTH ENTERTAINMENT
CONVENTION CENTER
Lake Superior Ballroom
350 Harbor Drive
Duluth, MN
| ● | |
|---|---|
| 30 West Superior Street | proxy |
| Duluth, MN 55802-2093 |
This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 8, 2012.
Alan R. Hodnik and Deborah A. Amberg, or either of them, with power of substitution, are hereby appointed proxies of the undersigned to vote all shares of ALLETE, Inc. common stock owned by the undersigned at the Annual Meeting of Shareholders to be held in the Lake Superior Ballroom of the Duluth Entertainment Convention Center, 350 Harbor Drive, Duluth, Minnesota, at 10:30 a.m. CDT on Tuesday, May 8, 2012, or any adjournments or postponements thereof, with respect to the election of Directors, approval of an advisory resolution on executive compensation, approval of the reservation of additional ALLETE common stock shares for issuance under the employee stock purchase plan, ratification of the appointment of an independent registered public accounting firm, and any other matters as may properly come before the meeting.
This proxy confers authority to vote each proposal listed on the other side unless otherwise indicated. If no choice is specified, the proxy will be voted FOR each nominee in Item 1 and FOR Items 2, 3 and 4. If any other business is transacted at said meeting, this proxy shall be voted in the discretion of the proxies. This proxy is solicited on behalf of ALLETE, Inc., and may be revoked prior to its exercise. Please complete, sign, date and return this Proxy Card using the enclosed envelope. Alternatively, authorize the above-named proxies to vote the shares represented on this Proxy Card online or by phone as described below. Shares cannot be voted unless these instructions are followed, or other specific arrangements are made to have the shares represented at the meeting. By responding promptly, you may help save the costs of additional proxy solicitations.
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be held on May 8, 2012:
The Proxy Statement and 2011 Annual Report on Form 10-K are available at
www.ematerials.com/ale
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone 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 | PHONE | |
| www.ematerials.com/ale | 1-800-560-1965 | |
| Use the Internet to vote your proxy | Use a touch-tone telephone to | Mark, sign and date your proxy |
| until 12:00 p.m. (CDT) on | vote your proxy until 12:00 p.m. | card and return it in the |
| May 7, 2012 | (CDT) on May 7, 2012. | postage-paid envelope provided. |
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your Proxy Card.
| ● |
|---|
| Shareowner Services |
| P.O. Box 64945 |
| St. Paul, MN 55164-0945 |
Address Change? Mark box, sign, and indicate changes below: □
COMPANY #
TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD.
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
The Board of Directors recommends a vote FOR each nominee in Item 1 and FOR Items 2, 3 and 4.
| 1. Election of directors: | FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|---|---|---|---|
| a. | Kathleen A. Brekken | £ | £ | £ | g. | James J. Hoolihan | £ | £ | £ |
| b. | Kathryn W. Dindo | £ | £ | £ | h. | Madeleine W. Ludlow | £ | £ | £ |
| c. | Heidi J. Eddins | £ | £ | £ | i. | Douglas C. Neve | £ | £ | £ |
| d. | Sidney W. Emery, Jr. | £ | £ | £ | j. | Leonard C. Rodman | £ | £ | £ |
| e. | James S. Haines, Jr. | £ | £ | £ | k. | Bruce W. Stender | £ | £ | £ |
| f. | Alan R. Hodnik | £ | £ | £ |
-
Approval of advisory resolution on executive compensation. £ For £ Against £ Abstain
-
Approval of an amendment to the ALLETE and Affiliated Companies Employee Stock Purchase Plan to increase the number of authorized shares available for issuance under the Plan. £ For £ Against £ Abstain
-
Ratification of the appointment of PricewaterhouseCoopers LLP as ALLETE's independent registered public accounting firm for 2012. £ For £ Against £ Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.
Date _______
Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.