-- CV Therapeutics, Inc. and MGIC Investment Corporation agree to Fund’s requests --

 View proposal

New York City Comptroller William C. Thompson, Jr., on behalf of the New York City Pension Funds, has submitted a shareholder proposal calling on five companies to adopt a majority vote standard in director elections.

“The election of directors is the most important responsibility of shareowners. But in the current plurality system, shareholders’ opinions of Board of Director nominees have no real weight,” Thompson said. “Companies are free to ignore shareholder wishes, even when a majority of shareholders withhold votes as an expression of their disapproval. The New York City Pension Funds’ proposal seeks to change that and give shareholders the voice they need in these important elections.”

The Director Election Majority Vote Standard proposal requests that Boards of Directors “initiate the appropriate process to amend the Company's governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders.” 

The proposal was filed on behalf of the New York City Pension Funds: New York City Employees' Retirement System (NYCERS), Teachers' Retirement System of the City of New York (TRS), New York City Police Pension Fund, New York City Fire Department Pension Fund and the New York City Board of Education Retirement System (BERS). The proposal can be viewed at www.comptroller.nyc.gov.

That proposal was submitted to CV Therapeutics, Inc. of Palo Alto, CA; KEMET Corporation of Greenville, SC; MGIC Investment Corporation of Milwaukee, WI; and UTS Starcom, Inc. of Alameda, CA.

The proposal also was resubmitted to Superior Industries International, Inc. of Van Nuys, CA, where it   received 40.8% of the votes cast at the 2007 annual meeting.

Two companies, CV Therapeutics, Inc. and MGIC Investment Corporation, have agreed to adopt the Funds' proposal. CV Therapeutics has already amended its bylaws and MGIC Investment Corporation has initiated the process, noting that the Board will present and recommend to the shareholders an amendment to the Company's charter at the 2009 Annual Meeting. The Funds have since withdrawn their proposal to CV Therapeutics and MGIC Investment Corporation.

“By changing to a majority vote system instead of a plurality vote system, CV Therapeutics and MGIC Investment Corporation’s shareholders’ votes will carry the weight they should,” said Thompson. “The Pension Funds look forward to other companies following their lead and recognizing the importance of meaningful shareholder participation in this process.”

The Funds collectively hold 330,244 shares in CV Therapeutics, Inc. valued at $ 2,988,708; 262,123 shares in KEMET Corporation valued at $1,737,875; 252,275 shares in MGIC Investment Corporation valued at $ 5,658,528; 105,032 shares in Superior Industries International, Inc. valued at $1,908,431; and, 329,493 shares in UTS Starcom, Inc. valued at $906,105.

In addition to Thompson, the New York City Pension Funds trustees 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.; John J. McDonnell , 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, Roy T. Richter, Captains Endowment Association.

New York City Employees’ Retirement System: 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.

Teachers’ Retirement System: 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.

Board of Education Retirement System: mayoral appointees Schools Chancellor Joel Klein, Alan Aviles, Philip Berry, David Chang, Tino Hernandez, Edison O. Jackson, Richard Menschel and Marita Regan; Luis Peguero (Bronx), Patrick Sullivan (Manhattan), Wendy Gilgeous (Brooklyn), and Joan Correale (Staten Island); and employee members Joseph D'Amico of the IUOE Local 891 member and Milagros Rodriguez of District Council 37, Local 372.

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