UPDATE 3-CA
shareholders defeat proposal to recall bonuses
Wed Aug 25, 2004 04:06 PM
ET
(Adds investor comment, background)
By Wei Gu
ISLANDIA, NEW YORK, Aug 25 (Reuters) - Shareholders
of Computer Associates International Inc. (CA.N:
Quote,
Profile,
Research) , the software maker tarred by an accounting scandal, on
Wednesday defeated a proposal calling for current and former
executives to return bonuses based on restated results.
The company, which had said the shareholder proposal
by Amalgamated Bank Long View Fund would imperil bonuses legitimately
earned by executives who had nothing to do with any impropriety, told
the annual shareholders meeting that the company will hold off a
decision until it finishes reviewing the results of its
investigations.
"Money subject to ill-gotten gains based on evil
deeds" will be recalled, CA Chairman Lewis Ranieri said, adding that
shareholders should be "patient."
"If you find anyone who knowingly lied, we'll move
to recover that."
Retail shareholders at the meeting backed the
proposal to recall bonuses. "Postponing the decision is pretty much
like we'll smooth it over and nobody will bother," said Michael Mayer,
a former employee who owns about 1,000 shares.
But most institutional investors sided with the
company. About 76 percent of shares at the annual meeting voted
against the proposal submitted by Long View, an activist fund which
owns less than 1 percent of CA shares.
Top CA executives were awarded over $132 million in
bonuses during the restated periods of fiscal 2000 and 2001, according
to a lawsuit filed by shareholder group Ranger Governance in June
against former and current CA executives.
Sanjay Kumar, who stepped down as chief executive in
April and severed all ties to the company in June, and two other
executives had shared a $1 billion performance-based stock award
months before CA stock dived over a profit warning.
Ranieri, who was named chairman of Islandia, New
York-based CA in April, said CA is trying hard to resolve the
government probes, which are centered on improper booking of $2.2
billion in revenues.
"We are taking aggressive steps to ensure that these
unacceptable practices will never again occur at CA," he said.
Asked whether the company has found anything new
about Kumar since he left, Ranieri said, "He is gone, we have no
dealings with him at this point."
One shareholder voiced concern over Computer
Associates' agreement to pay certain expenses for Kumar, including
home security services at $9,000 a year, and 20 years of medical
benefits for Kumar's family.
Ranieri said the exit package is not unusual for a
departing CEO, but said a decision on the appropriateness of the
package will be decided after outcome of the investigations.
Kumar, who has not been charged with any wrongdoing,
could not be reached for comment.
Computer Associates has offered the government $10
million to settle the probes, but said the actual fine could be much
higher. The company would not say whether the government has accepted
the offer.
"We are doing everything we can to reach closure,"
Ranieri said. "But that's not in my power, it's up to the government."
The company has been looking for a permanent CEO and
chief financial officer for four months and said it has some good
candidates. Ranieri said interim CEO Ken Cron is in the running for
the permanent CEO post.
Chief Operating Officer Jeff Clarke said he expected
billings, or cash generated from contracts, to grow by mid to high
single digits next year after three years of flat billings. This year
will be a year of investment, he said.
Shareholders on Wednesday also elected nine
directors and voted to keep KPMG LLP as CA's accountant.
Shares of CA rose 18 cents to $23.90 on the New York
Stock Exchange.
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