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Reuters
 
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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