For Release:
January 27, 2009 |
For Additional
Information Contact:
Timothy Smith
617-726-7155
tsmith@bostontrust.com |
INTEL ADOPTS ADVISORY VOTE
ON EXECUTIVE PAY
Walden Asset Management
Announces Intel’s Decision to Adopt Advisory Vote on Executive Pay
BOSTON, MA – January 27,
2009 – Walden Asset Management announced today that Intel’s Board of
Directors at their January meeting endorsed implementing an Advisory Vote
on Executive Compensation, known popularly as “Say on Pay,” for their 2009
proxy. Timothy Smith, Senior Vice President of Walden Asset Management
stated, “We are pleased that a leader in corporate governance like Intel
has stepped forward and endorsed the Advisory Vote, putting it in place
for this proxy season. Obtaining an Advisory Vote establishes a solid
foundation for constructive dialogue with shareowners.”
“In the year 2009 we will
‘call the question’ on the Advisory Vote as approximately 100 companies
face resolutions requesting the adoption of this policy. Reports of
excessive executive compensation appear regularly on the front pages of
newspapers in this period of severe financial and economic crisis.
Citizens and investors alike are focused on the issue as never before,
creating a groundswell for accountability and reform. While there are many
related topics under the executive pay umbrella, from clawbacks to the
time required before executives are able to cash in options, the Advisory
Vote captures the essence of accountability to investors on executive
compensation,” Smith stated.
Walden is the lead filer of
a shareholder proposal at Intel requesting the Advisory Vote. The
resolution is being withdrawn in light of Intel’s decision.
Intel’s Board frames the
Advisory Vote question in its proxy as follows: “Do you approve of the
Compensation Committee’s compensation philosophy, policies and procedures
as described in the Compensation Discussion and Analysis?” There will be
additional narrative on the topic to help investors with their vote
Intel is one of the early
2009 adopters of Say on Pay; with 16 companies having adopted the policy
to date:
·
Aflac was the first U.S. company to give shareholders a Say
on Pay vote in 2008, and it was overwhelmingly supported by over 95% of
shareholders. Also in 2008, RiskMetrics, H&R Block, Jackson Hewitt, Zale
and Littlefield joined Aflac as among the first companies adopting the
Advisory Vote. At RiskMetrics, 94% of shareholders supported its
compensation approach. At H&R Block, 99% of shareholders voted for the
proposal, as did nearly 97% at Littlefield. At Jackson Hewitt however,
only 64.5% of shareholders supported the pay proposal, as a series of
critical questions were raised.
·
Along with Intel, Ingersoll-Rand, Motorola, Par
Pharmaceuticals, Blockbuster, Tech Data, MBIA and Verizon will each give
shareholders the Say on Pay vote in 2009. Occidental Petroleum will
provide for Say on Pay in 2010. Hewlett-Packard is seeking an investor
mandate in 2010 for a vote in 2011.
A number of company boards
are discussing implementation of the Advisory Vote in 2009 and 2010, while
others prefer to wait for expected legislation to pass, providing a common
context for all companies. Hewlett-Packard and Occidental Petroleum both
stated publicly that they support such legislation.
On January 24th
news reports noted SEC Chair Mary Schapiro’s endorsement of the
Advisory Vote as she responded to questions from her confirmation hearing.
“Executive compensation has been a concern of mine for some time now. I
believe that it’s an appropriate measure to give shareholders an advisory
vote on these matters,” she stated.
“We believe that with Ms.
Schapiro’s support, the strong 2-to-1 vote in the House in the last
Congress, and the intense public sentiment on executive pay, it is
virtually inevitable that companies will soon be required to implement
this policy. The statesmen thing to do is step forward now and voluntarily
adopt the Advisory Vote,” stated Tim Smith.
In addition, shareholder
resolutions were filed with 5 Swiss companies (ABB, Credit Suisse, Nestle,
Novartis and UBS) asking for an Advisory Vote on remuneration reports by
the Ethos Group. In response to the resolution Credit Suisse, Nestle and
UBS agreed to submit their report to an Advisory Vote at their annual
meetings.
Co-filers with Walden of the
Intel Proposal included: Benedictine Sisters Charitable Trust, Boerne, TX;
Benedictine Sisters of Fort Smith – St. Scholastica Monastery; Christus
Health; Congregation of the Sisters of Charity of the Incarnate Word,
Houston; Congregation of the Sisters of St. Agnes; Emerald Assurance
Cayman; First Affirmative Financial Network; Friends Fiduciary
Corporation; Missionary Oblates of Mary Immaculate; Needmor Fund; School
Sisters of Notre Dame of St. Louis; Sisters of Notre Dame, Toledo; The
Oneida Tribe of Indians Trust Fund; Trillium Asset Management and Stephen
Johnson and Martha Thompson.
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About Walden Asset
Management: Walden (www.waldenassetmgmt.com)
has been a leader in integrating environmental, social and governance
analysis into investment decision-making since 1975. A division of Boston
Trust & Investment Management Company with $1.4 billion in assets under
management, Walden offers separately managed accounts tailored to client
specific guidelines and objectives. Walden blends a disciplined investment
style and expertise in portfolio screening with a commitment to use
shareholder leverage to improve corporate environmental, social and
governance performance and accountability.