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.
