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Scana Corporation scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... PRE 14A 1 scg_currentfolioproxy.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under Rule 14a-12 SCANA CORPORATION (Name of Registrant as Specified In Its Charter) (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: 1 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... (4) Date Filed: 2 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... Chairman’s Letter and 2016 Highlights ● Notice of Annual Meeting ● Proxy Statement for Annual Meeting Annual Financial Statements ● Management’s Discussion and Analysis ● Related Annual Report Information 3 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... 4 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... March 24, 2017 Dear Shareholders: You are cordially invited to attend the 2017 Annual Meeting of Shareholders to be held at 9:00 a.m., Eastern Daylight Time, on Thursday, April 27, 2017. The meeting will be held at Leaside, 100 East Exchange Place, Columbia, South Carolina 29209. Directions are on the back of the admission ticket and on page 67 of this Proxy Statement. An admission ticket is required and is enclosed as part of your proxy card if you were a shareholder of record on the record date, March 1, 2017. If you hold your shares through a broker or other nominee, you must provide proof of ownership on the record date in order to attend the meeting. At our 2017 Annual Meeting of Shareholders I will provide a brief report on SCANA’s 2016 business results. I welcome the opportunity to discuss some of our accomplishments during 2016, as well as some of our challenges for 2017 and beyond. I hope you will be able to join us at our Annual Meeting, but for those of you who will be unable to attend, I would like to highlight some of our most significant accomplishments over the last year, which include: ·We continued to move forward and make substantial progress on initiatives important to our Company such as our new nuclear construction project and our initiative to offer renewable energy to our customers. ·We exceeded our 2016 total shareholder return target by ranking in the top 25% of our peer group of utilities. ·We raised our quarterly cash dividend on the Company’s common stock in February 2017 to 61¼ cents per share, from 57½ cents per share, an increase of 6.5%. Our 2017 Proxy Statement includes a Board proposal for the declassification of our Board of Directors. Our Board is committed to strong corporate governance practices. In considering the prior shareholder proposals we have received, as well as the support of institutional investor groups for the annual election of directors, the Board has decided to once again propose an amendment to our Articles of Incorporation to declassify our Board of Directors and to submit it to our shareholders. Enclosed are the Notice of Annual Meeting identifying the five proposals that will be presented at the meeting, and SCANA’s Proxy Statement and form of proxy for the meeting. We are including SCANA’s annual consolidated financial statements, management’s discussion and analysis of financial condition and results of operations and related annual report information as an appendix to the Proxy Statement. Your vote is important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Please vote today either by telephone or Internet, or by signing, dating and mailing your proxy card or broker’s or other nominee’s voting instruction form in the envelope enclosed. Telephone and Internet voting permits you to vote at your convenience, 24 hours a day, seven days a week. Detailed voting instructions are included on the back of your proxy card or broker’s or other nominee’s voting instruction form. Sincerely, 5 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... Kevin B. Marsh Chairman of the Board, President and Chief Executive Officer 6 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... NOTICE OF ANNUAL MEETING Meeting Date: Thursday, April 27, 2017 Meeting Time: 9:00 a.m., Eastern Daylight Time Meeting Place: Leaside 100 East Exchange Place Columbia, South Carolina 29209 Meeting Record March 1, 2017 Date: Meeting Agenda: 1) Election of three Class III Directors 2) Advisory (non-binding) vote on executive compensation 3) Advisory (non-binding) vote on the frequency of the executive compensation vote 4) Approval of the appointment of the independent registered public accounting firm 5) Approval of Board-proposed amendments to Article 8 of our Articles of Incorporation to declassify the Board of Directors and provide for the annual election of all directors Shareholder List Upon written request by a shareholder, a list of shareholders entitled to vote at the meeting will be available for inspection at SCANA’s Corporate Headquarters, 100 SCANA Parkway, Cayce, South Carolina 29033, during business hours from March 17, 2017 through the date of the meeting. Admission to the Meeting An admission ticket or proof of share ownership as of the record date is required. If you plan to use the admission ticket, please remember to detach the admission ticket from your proxy card before mailing your proxy card. If you hold your shares through a broker or other nominee, you must provide proof of ownership by bringing either a copy of the voting instruction card provided by your broker or other nominee or a brokerage statement showing your share ownership as of March 1, 2017. Audio or visual recording, and related equipment, is strictly prohibited without SCANA’s prior written approval. Meeting Attendance If you vote by mail and plan to attend the meeting, please indicate your intention to do so on your proxy card. If you vote by telephone or Internet, please follow the instructions to indicate that you plan to attend the 2017 Annual Meeting. If you require handicap assistance to attend the meeting, please contact the Office of the Corporate Secretary, at 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033, or call 803-217-7568 no later than Thursday, April 20, 2017. 7 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... By Order of the Board of Directors, Gina Champion Vice President, Corporate Secretary and Deputy General Counsel 8 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... TABLE OF CONTENTS Page CHAIRMAN’S LETTER AND 2016 HIGHLIGHTS NOTICE OF ANNUAL MEETING PROXY STATEMENT PROXY STATEMENT SUMMARY 1 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 3 QUESTIONS AND ANSWERS ABOUT EXECUTIVE COMPENSATION 7 INFORMATION ABOUT EXPERIENCE AND QUALIFICATION OF DIRECTORS AND NOMINEES 8 PROPOSAL 1 — ELECTION OF DIRECTORS 8 NOMINEES FOR DIRECTOR 9 CONTINUING DIRECTORS 10 BOARD MEETINGS — COMMITTEES OF THE BOARD 14 GOVERNANCE INFORMATION 17 RELATED PARTY TRANSACTIONS 22 SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 23 EXECUTIVE COMPENSATION 25 Compensation Committee Processes and Procedures 25 Compensation Committee Interlocks and Insider Participation 25 Compensation Risk Assessment 25 Compensation Discussion and Analysis 26 Compensation Committee Report 41 Summary Compensation Table 42 2016 Grants of Plan-Based Awards 43 Outstanding Equity Awards at 2016 Fiscal Year-End 44 2016 Option Exercises and Stock Vested 45 Pension Benefits 46 2016 Nonqualified Deferred Compensation 47 Potential Payments Upon Termination or Change in Control 49 DIRECTOR COMPENSATION 56 2016 Director Compensation Table 59 PROPOSAL 2 — ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION 60 PROPOSAL 3 — ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION VOTE 61 AUDIT COMMITTEE REPORT 62 PROPOSAL 4 — APPROVAL OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 63 9 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370... PROPOSAL 5 — APPROVAL OF BOARD-PROPOSED AMENDMENTS TO ARTICLE 8 OF OUR ARTICLES OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS 64 OTHER INFORMATION 66 FINANCIAL APPENDIX Index to Annual Financial Statements, Management’s Discussion and Analysis and Related Annual Report Information 10 of 149 4/3/17, 10:41 AM scg_Current_Folio_Proxy https://www.sec.gov/Archives/edgar/data/754737/0001558370..
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