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Sent: Thursday, August 23, 2007 3:26 PM
Subject: Presumed influence on CA vote of ISS switch in support
of D'Amato
Responding to various questions about the
relatively low level of CA shareholder votes against the reelection of
director D'Amato, apparently only 12% opposed (based on what was reported
in the recently distributed article copied below) compared with 26% last
year, the swing is consistent with a shift in the ISS proxy voting
position since last year.
(For those of you concerned with broader
voting patterns, the difference attributable to the ISS shift is
consistent with the influence that would be expected in relation to the
65% of shares not held by the
Haefner interests and Private Capital Management. It should also be
noted that two other fund managers have established holdings of more than
10% each, and that their views are less likely to have been influenced by
proxy advisors.)
ISS did not provide their CA report for Forum
distribution this year, but a private review shows a voting recommendation
in support of the reelection of D'Amato (and also in support of all other
management voting positions). There was no explanation of why they had
changed from last
year's recommendation to vote against D'Amato, which had been based on
their determination at that time that he had "failed to provide adequate
oversight." The ISS report also made no reference to the recently
released report of the CA board's special
committee concerning the failures of D'Amato to take effective
corrective and preventive actions prior to 2003.
As indicated in previous Forum distributions
of voting recommendations from the other two proxy advisors,
Glass Lewis and
Proxy Governance,
both of those firms continued to recommend voting against D'Amato.
Please let me know if you have any questions
or comments.
GL
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Email: gl@shareholderforum.com
----- Original Message -----
Sent: Thursday, August 23, 2007 11:41 AM
Subject: Newsday: report of yesterday's CA annual meeting
D'Amato, 11 others
re-elected at CA
BY TOM INCANTALUPO |
tom.incantalupo@newsday.com
August 23, 2007
Shareholders of CA Inc., the former Computer
Associates, re-elected all 12 directors yesterday, ignoring
recommendations by two proxy advisory firms to withhold votes for former
U.S. Sen. Alfonse D'Amato.
At a generally low-key one-hour annual meeting attended by more than
200, shareholders re-elected the directors for one-year terms by votes
ranging from 88 percent to 99 percent of eligible shares, with 91
percent of shares represented in person or by proxy.
The two proxy firms had recommended action against D'Amato because he
was a member of the board's audit committee during periods of financial
irregularities several years ago. One of the firms also recommended
withholding votes for director Jay Lorsch, a Harvard professor who
chairs its governance committee, for nominating D'Amato.
There was no debate about the directors' re-election during the
shareholders session, and the few questions from shareholders dealt with
the stock price, executive compensation, the dividend and the company's
growth relative to its competitors.
In remarks to shareholders, company president and chief executive John
Swainson portrayed the software maker, which employs 2,000 in Islandia
and 15,000 worldwide, as well along on the road to recovering from the
$2.2 billion accounting scandal that sent its former chief executive
Sanjay Kumar to federal prison for a 12-year term.
Noting revenues of $3.9 billion in the fiscal year ended March 31, up 5
percent from a year earlier, he said, "We have worked hard at rebuilding
the CA brand ... "
CA's profit nearly tripled in its first fiscal quarter of 2008, which
ended June 30, to $129 million. But, Swainson said, although CA is the
second largest player after IBM in its targeted $44 billion a year
information technology market, he was unhappy with its growth relative
to the 8 percent growth of the industry. "We have not grown in the past
couple of years to our satisfaction," he said.
CA stockholders also ratified a "poison pill" proposal to make a hostile
takeover more difficult, an executive compensation plan and a 2007 stock
incentive plan which would grant 30 million shares to employees and
executives.
They also rejected a shareholder proposal to require ratification of the
chief executive compensation.
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