View pay-for-superior performance resolution (PDF 1MB)
View advisory vote resolution (PDF 1MB)

New York City Comptroller William C. Thompson, Jr., on behalf of the New York City Pension Funds, announced today that two of the funds’ shareholder resolutions received majority votes at Par Pharmaceutical Companies, Inc.’s annual meeting.
One resolution submitted by four of the five Pension Funds asked that Par Pharmaceutical establish a pay-for-superior performance standard in the company’s executive compensation plans for senior executives by incorporating the following principles:

1. An annual bonus should utilize defined financial performance criteria that can be benchmarked against a disclosed peer group of companies, and provide that an annual bonus is awarded only when the Company’s performance exceeds its peers’ median or mean performance on the selected financial criteria;
2. Long-term compensation should utilize defined financial and/or stock price performance criteria that can be benchmarked against a disclosed peer group of companies. Options, restricted shares, or other equity or non-equity compensation used should be structured so that compensation is received only when the Company’s performance exceeds its peers’ median or mean performance on the selected financial and stock price performance criteria; and
3. Compensation plan disclosure should be sufficient to allow shareholders to determine and monitor the established pay and performance correlation.

“We feel it is imperative that compensation plans for senior executives be designed and implemented to promote long-term corporate value,” the shareholder resolution read. “We believe the failure to tie executive compensation to superior corporate performance, that is, performance exceeding peer group performance, has fueled the escalation of executive compensation and detracted from the goal of enhancing long-term corporate value.”

The measure was supported by 53.3% of the shares voted.

The other resolution, submitted by the New York City Employees’ Retirement System, called on 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.

“Investors are increasingly concerned about mushrooming executive compensation which sometimes appears to be insufficiently aligned with the creation of shareholder value,” the shareholder resolution read. “We believe that existing corporate governance arrangements…do not provide stockholders with enough mechanisms for providing input to boards on senior executive compensation.”

The resolution was supported by 56.8% of the shares voted.

The New York City Pension Funds hold 126,281 shares in Par Pharmaceutical, with a market value of $2,343,775. The Funds are the: New York City Employees’ Retirement System (NYCERS), the Teachers’ Retirement System of New York City (TRS), the New York City Police Department Pension Fund, the New York City Fire Department Pension Fund, and the New York City Board of Education Retirement System (BERS).

In addition to Thompson, trustees for the Pension Funds are:

New York City Fire Department Pension Fund: Mayor Michael Bloomberg; New York City Fire Commissioner Nicholas Scoppetta (Chair); New York City Finance Commissioner Martha E. Stark; Stephen Cassidy, President, James Slevin, Vice President, Robert Straub, Treasurer, and John Kelly, Brooklyn Representative and Chair, Uniformed Firefighters Association of Greater New York; Michael Currid, Captains’ Rep., Nicholas J. Visconti, Chiefs’ Rep., and Stephen J. Carbone, Lieutenants’ Rep., Uniformed Fire Officers Association; and, Joseph Gagliardi, Marine Engineers Association.

New York City Police Pension Fund: Mayor Michael Bloomberg; New York City Finance Commissioner Martha E. Stark; New York City Police Commissioner Raymond Kelly (Chair); Patrick Lynch, Patrolmen’s Benevolent Association; Michael Palladino, Detectives Endowment Association; Edward D. Mullins, Sergeants Benevolent Association; Thomas Drogan, Lieutenants Benevolent Association; and, John Driscoll, Captains Endowment Association.

NYCERS: 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.

TRS: New York City Finance Commissioner Martha E. Stark (Chair); Deputy Chancellor Kathleen Grimm, New York City Department of Education; and, Sandra March, Melvyn Aaronson and Mona Romain, all of the United Federation of Teachers.

BERS: Mayoral appointees Schools Chancellor Joel Klein, Alan Aviles, Philip Berry, David Chang, Tino Hernandez, Edison O. Jackson, Richard Menschel and Marita Regan; Luis Peguero, Patrick Sullivan (Manhattan), Michael Flowers (Queens), and Joan Correale (Staten Island); and employee members Thomas J. Malanga of the International Union of Operating Engineers, Local 891, and Milagros Rodriguez of District Council 37, Local 372.

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