|
View Blockbuster resolution
View Home Depot resolution
View Par Pharmaceuticals resolution
Comptroller William C. Thompson, Jr., on behalf of the New York City Employees’ Retirement System (NYCERS), is calling on Home Depot, Blockbuster, Inc., and Par Pharmaceutical Companies, Inc. to adopt a policy allowing stockholders to ratify the compensation of senior executives.
The issue was first introduced in the U.S. for the consideration and vote of shareholders by the American Federation of State, County and Municipal Employees (AFSCME) in the 2006 proxy season.
“Investors are increasingly concerned about mushrooming executive compensation which sometimes appears to be insufficiently aligned with the creation of shareholder value,” one shareholder resolution reads. “We believe that existing corporate governance arrangements…do not provide stockholders with enough mechanisms for providing input to boards on senior executive compensation.”
The resolutions specifically call on Home Depot’s, Blockbuster’s, and Par Pharmaceutical’s Boards of Directors to adopt a policy that stockholders be given an opportunity at each annual shareholders’ meeting to vote on an advisory resolution to ratify the compensation of named executive officers.
The resolutions point out that shareholders should be informed that the vote is non-binding and would not affect any compensation paid or awarded to the named executive officers.
“Institutional investors are fed up with the unbridled excesses of executive compensation in the U.S. We have had enough of bonus payments, salary increases, retirement benefits, and other payoffs from equity-based plans that are often not even remotely correlated with the performance of executives, but instead result from market and industry-wide fluctuations in stock prices”, said New York City Comptroller, William C. Thompson, Jr. He stated further, “Companies in the U.K. and Australia already allow their shareholders to cast advisory votes on the compensation report. It is time for American companies to adopt this important policy for improving transparency and disclosure, and board accountability for executive pay.”
In each of the last three years, Home Depot Chairman and CEO Robert Nardelli has been paid a base salary of $2 million or more, given bonuses of at least $4.5 million, awarded restricted stock valued at more than $10 million, given more than 560,000 options and received more than $2.1 million in other annual compensation for the forgiveness of a loan and accrued interest, the resolution notes.
“We urge Home Depot’s board to allow stockholders to express their opinion about senior executive compensation at Home Depot by establishing an annual referendum process,” one resolution reads. “The results of such a vote would, we think, provide Home Depot with useful information about whether stockholders view the company’s senior executive compensation, as reported each year, to be in stockholders’ best interests.”
A similar resolution was submitted to Home Depot by AFSCME in 2006 and received 40.3 % of the votes cast at the company’s annual meeting.
NYCERS holds 2.5 million shares valued at more than $102 million in Home Depot, which is based in Atlanta, GA, 157,000 shares valued at approximately $830,530 in Blockbuster Inc., which is based in Dallas ,TX, and more than 28,000 shares valued at more than $595,000 in Par Pharmaceuticals, which is based in Woodcliff Lake, NJ.
In addition to Thompson, NYCERS trustees are: New York City Finance Commissioner Martha E. Stark (Chair); New York City Public Advocate Betsy Gotbaum; Borough Presidents Scott Stringer (Manhattan), Helen Marshall (Queens), Marty Markowitz (Brooklyn), Adolfo Carrion (Bronx), and James Molinaro (Staten Island); Lillian Roberts, Executive Director, District Council 37, AFSCME; Roger Toussaint, President Transport Workers Union Local 100; and, Carroll (Carl) Haynes, President, International Brotherhood of Teamsters, Local 237.
###
|