-Ten more companies urged to adopt similar measures-

-Thompson lambastes three companies for ignoring shareholders’ overwhelming support for change-

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New York City Comptroller William C. Thompson, Jr., today announced that Stone Energy Corporation, Human Genome Sciences Incorporated and O’Charley’s Incorporated have agreed to repeal the classified structure of their Boards of Directors and allow all directors to be elected on an annual basis.

The agreements come after Thompson and the New York City Pension Funds submitted shareholder resolutions with the three firms – and 10 other companies – over the last few weeks. You can view one of the resolutions at www.comptroller.nyc.gov.

“We believe the ability to elect directors is the single most important use of the shareholder franchise,” Thompson said. “Electing all directors annually will ensure that the directors are held accountable to shareholders on a yearly basis.”

The New York City Pension Funds are the: New York City Employees Retirement System (NYCERS), the Teacher’s Retirement System for the City of New York (TRS), the New York City Police Pension Fund, the New York City Fire Department Fund and the New York City Board of Education Retirement System (BERS).

The Pension Funds have $23 million invested in the 13 companies targeted this proxy season. Specifically, they have 33,687 shares valued at $1,755,429 in Stone Energy Corporation, which is based in Lafayette, Louisiana, and 423,956 shares valued at $2,501,340 in Human Genome Sciences, which is based in Rockville, Maryland.

The Pension Funds are opposed to the 13 companies’ board structure, in which directors are grouped into classes, typically three, with each class elected at successive annual meetings to three-year terms. The Pension Funds maintain this structure limits shareholders’ ability to evaluate and elect a company’s entire board of directors on an annual basis and reduces accountability.

Of the 10 remaining filings, four are being submitted for the first time. The other six had been filed in previous years and received enough votes cast in their favor to allow them to be resubmitted. They are expected to be voted on at each company’s annual proxy meeting.

The remaining 10 resolutions are with: Belo Corporation of Dallas, TX; Christopher & Banks Corporation of Plymouth, Minnesota; Georgia Gulf Corporation of Atlanta, GA; Invacare Corporation of Elyria, OH; Lattice Semiconductor Corporation of Hillsboro, Oregon; Newport Corporation of Irvine, CA; Spectrum Brands Incorporated of Atlanta, GA; Ultratech Incorporated of San Jose, CA; Cumulus Media of Atlanta, GA; Neurocrine Biosciences Incorporated of San Diego, CA.

Thompson criticized three companies for ignoring the will of their shareholders, who overwhelmingly endorsed measures in the past. For example, at Ultratech Incorporated, 65.9% of votes cast last year on the measure were in support of the Pension Fund measures, but Ultratech’s Board of Directors has yet to change its structure.  Similarly, at Cumulus Media, the measure received a 60.6% majority vote in 2007 and at Neurocrine Biosciences; it received a 55.5% majority vote last year.

O’Charley’s Incorporated, based in Nashville, Tennessee recently notified the Comptroller that the Board agreed to adopt the shareholder resolution submitted last year at their annual meeting in February 2008.  At O’Charley’s 2007 shareholder meeting, the resolution garnered more than 90% support. The Comptroller has received written notice and has since withdrawn the resolution.  The Pension Funds have 33,012 shares valued at $236,696 in O’Charley’s Incorporated.

“When the shareholders overwhelmingly support a shareholder resolution to enact change within a company, the board needs to be responsive to the wishes of the investors,” Thompson said.  “Not supporting the majority vote represents a breach of trust between a company’s directors and the shareholders by whom they are elected.”

Besides 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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