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New York City Comptroller William C. Thompson, Jr., on behalf of the New York City Pension Funds, today announced two corporate governance shareholder resolutions submitted to 3Com Corporation, based in Marlborough, Massachusetts, have been adopted by the company after receiving a majority vote at the annual shareholder meeting.

The New York City Pension Funds submitted the “Classified Board,” and “Performance Based Stock Options” resolutions in April 2008. At this past year’s shareholder meeting, the resolutions received a majority vote and the company recently notified the Comptroller of plans to adopt the proposals.

“Allowing the shareholders to vote and elect the Board of Directors, and hold them accountable on an annual basis, is the single most important use of the shareholder franchise,” Comptroller Thompson said. “At a time of economic distress, it is imperative that the pay packages being handed out to corporate executives be based on their performance as leaders. By adopting these proposals, 3Com has committed to more open and transparent process.”

New York City Public Advocate Betsy Gotbaum, a board member of the New York City Employee Retirement System, said "By enacting these corporate governance measures, 3Com is validating what institutional investors have been saying for some time. Corporate boards must be accountable to their shareholders, and executives should only be compensated for the positive performance and success of their firms. The days of entrenched boards and rewards for failure are over, and it is only a matter of time until other firms join this movement towards increased accountability and transparency."

The “Classified Board” resolution seeks to repeal the practice of having the Board of Directors grouped into classes, typically three, with each class elected at successive annual meetings to three-year terms. Thompson and the Funds maintain that this structure limits shareholders’ ability to evaluate and elect a company’s entire board of directors on an annual basis and reduces accountability.

In addition, the “Performance Based Stock Options” resolution seeks to ensure that any stock options received by company executives be based on their performance as company leaders.

To view the initial resolutions, please visit www.comptroller.nyc.gov

The New York City Pension Funds hold 992,060 shares in 3Com Corporation.

The New York City Pension Funds are the: New York City Employees’ Retirement System, Teachers’ Retirement System, New York City Police Pension Fund, New York City Fire Department Pension Fund, and Board of Education Retirement System.

Trustees (chairs in bold) are as follows:

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, Jr.(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.

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 Sullivan, Lieutenants Benevolent Association; and, Roy T. Richter, Captains Endowment Association.

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; John Dunne, Captains’ Rep.; John J. McDonnell , Chiefs’ Rep., and James J. McGowan, Lieutenants’ Rep., Uniformed Fire Officers Association; and, Joseph Gagliardi, Marine Engineers Association.

Board of Education Retirement System: mayoral appointees Schools Chancellor Joel Klein (Designee, Kathleen Grimm, serves as co-chair), Alan Aviles, Philip Berry, David Chang, Tino Hernandez, Edison O. Jackson, Richard Menschel and Marita Regan; Patrick Sullivan (Manhattan), Wendy Gilgeous (Brooklyn), Joan Correale (Staten Island); and Dmytro Fedkowskyj (Queens) ; and employee members Joseph D'Amico of the IUOE Local 891 and Milagros Rodriguez of District Council 37, Local 372 (serves as co-chair).

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