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New York City Comptroller William C. Thompson, Jr. is calling on Home Depot shareholders to endorse a policy – at the company’s annual meeting next week – that would allow them to ratify the compensation of senior executives.
The resolution – filed by the New York City Employees’ Retirement System (NYCERS) - calls for Home Depot’s Board of Directors to adopt a policy that stockholders be given an opportunity at each annual meeting to vote on an advisory resolution to ratify the compensation of named executive officers.
The resolution points out that shareholders in Home Depot should be informed that the vote is non-binding and would not affect any compensation paid or awarded to the named executive officers. Home Depot holds its annual meeting on Thursday, May 24 in Atlanta, GA.
“As an institutional investor, it has been painful and infuriating to watch our investments in certain companies decline in value while their respective CEO’s receive many millions in bonuses and other forms of payment,” Thompson said. “Every time our Funds invest in a company, we are putting our trust in its management and board to do everything in their power to maximize these investments. Too often, however, this trust has been broken by corporate executives who have enriched themselves at the expense of the companies and their shareholders.”
Thompson added: “This irresponsible executive compensation has been a destructive trend that undermines the necessary trust between a company and its shareholders. We as investors cannot continue to accept exorbitant and unwarranted payouts anymore and should be able to voice our concerns accordingly.”
Public Advocate Betsy Gotbaum, a NYCERS trustee, said: “Sad to say, we live in an age of executive greed. As a matter of fiscal responsibility, pay packages should reflect corporate performance. Yet, far too often, they don’t. And it’s the shareholders who suffer. It’s time for a change, and this resolution moves us in the right direction.”
The resolution was filed late last year amid an uproar from investors over the lavish compensation package provided to now-Former Home Depot Chairman and Chief Executive Officer Robert L. Nardelli. Nardelli was paid $24 million annually – not including stock options – since he arrived at Home Depot in December 2000.
When Nardelli abruptly left in early January, his exit package was valued at $210 million, including $20 million in severance, a $32 million pension, and $139 million deferred equity awards and stock options, according to published reports.
NYCERS holds 2.5 million shares valued at approximately $95.8 million in Home Depot.
The American Federation of State, County and Municipal Employees (AFSCME) first introduced the measure in the U.S. for the consideration and vote of shareholders in the 2006 proxy season. At that time, the measure garnered 40.3% of the votes cast at the company’s annual meeting.
“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,” the NYCERS 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.”
In addition to Home Depot, NYCERS filed similar shareholder resolutions on executive pay this season with Blockbuster, based in Dallas, Texas, and Par Pharmaceutical Companies, Inc. of Woodcliff Lake, N.J. NYCERS holds 157,000 shares valued at $998,520 in Blockbuster and 28,347 shares valued at more than $767,000 in Par Pharmaceutical.
A majority of Blockbuster shareholders who cast their proxy votes supported the measure at last week’s annual meeting in New York City. The NYCERS proposal was supported by a 57% majority of the total votes cast for and against the proposal
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, Gregory Floyd, President, International Brotherhood of Teamsters, Local 237.
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