The Shareholder ForumTM

reconsidering

"Say on Pay" Proposals

Forum Home Page

"Say on Pay" Home Page

Program Reference

 

For an explanation of Microsoft's decision to adopt the triennial version of "Say on Pay" voting, see

 

Reuters, September 18, 2009 article

 

 

Microsoft shareholders vote on exec pay

Fri Sep 18, 2009 8:15pm EDT


NEW YORK (Reuters) - Microsoft (MSFT.O) has approved a proposal to allow shareholders to vote on its executives' compensation, as U.S. corporations' pay policies come under scrutiny in the wake of the financial crisis.

Shareholders will be allowed to vote every three years on the pay of Microsoft executives, starting with the annual meeting on November 19, the world's biggest software company said in a regulatory filing on Friday.

The votes will not be binding, but Microsoft said that, in the result of a "significant negative" vote, it would "consult directly with shareholders to better understand the concerns that influenced the vote."

The U.S. Congress has been discussing legislation on so- called "say on pay" measures to give shareholders more involvement in executive pay in the wake of scandals over massive bonuses paid to failing firms in the past few years, but so far none has been made law.

Microsoft said it adopted the vote after discussions with shareholders, including Walden Asset Management, Calvert Investments and the United Brotherhood of Carpenters, which had submitted similar proposals for "say-on-pay" votes.

The U.S. House of Representatives approved a bill to give shareholders annual nonbinding votes on executive pay earlier this summer, but legislation has since stalled.

Wall Street banks have attracted the most scrutiny of their pay packages, but Microsoft said it wanted to be transparent in its governance to foster investor trust.

"Given the interest in executive pay, we think it makes sense to encourage more dialogue with our shareholders on our compensation approach," said Brad Smith, Microsoft general counsel, in a statement.

The company is not known for its huge pay packages, although many of its employees and executives have become millionaires through owning Microsoft shares.

Chief Executive Steve Ballmer was paid only $665,833 (409,021 pounds) in salary for fiscal 2009, which ended in June, according to Friday's filing, only slightly up from the previous year's $640,833. His cash incentive payment has yet to be established. Last year it was $700,000.

Ballmer, who owns about 408 million Microsoft shares worth more than $10 billion, has requested no equity compensation from the company.

The 2009 fiscal year was tough for Microsoft, as it was for most U.S. companies. It had its first-ever drop in annual revenue and operating profit fell 9 percent to $20.4 billion. Its shares fell 13.6 percent over the 12-month period.

Because of the uncertain economy, Microsoft said in January that all employees and executives would not receive merit-based salary increases for fiscal year 2010.

The company left its quarterly dividend at 13 cents per share.

(Reporting by Bill Rigby; editing by Richard Chang)

 

© Thomson Reuters 2009 All rights reserved

 

 

 

This Forum program is open, free of charge, to anyone concerned with investor interests relating to shareholder advisory voting on executive compensation, referred to by activists as "Say on Pay." As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was supported by Sibson Consulting to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of performance leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to sop@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.