*NEWS*HP SHAREHOLDERS REJECT.CARLY CLAUSE

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*NEWS*HP SHAREHOLDERS REJECT.CARLY CLAUSE

 user 2006-03-20 at 11:00:00 am Views: 66
  • #15089

    Hewlett-Packard won’t be forced to introduce a “Carly clause” into its executive compensation policies.
    HP
    shareholders rejected two proposals related to executive compensation
    and voting rights at the company’s annual stockholder meeting Wednesday
    in Los Angeles, which was available via Webcast. The first proposal
    would have allowed HP’s board of directors to recoup bonuses paid to
    executives in the event of a restatement of earnings or a “significant,
    extraordinary write-off,” citing the performance of deposed HP CEO
    Carly Fiorina as an example.
    Fiorina received a $21 million
    severance package from HP when she was fired as CEO in early 2005. This
    package, which has also provoked a lawsuit, was awarded with no
    allowances for the company’s performance over that period, according to
    the proposal from shareholder Nick Rossi, acting on behalf of Katrina
    Wubbolding.
    HP Chairman Patricia Dunn noted that the company already
    has a policy that allows it to recover compensation that was awarded
    before the discovery of fraudulent conduct, and that the proposal would
    impose restrictions that were too vaguely worded to attract future
    executives. The proposal was soundly defeated.
    Shareholders also
    rejected a proposal that would have required HP directors to win a
    majority, not a plurality, of shareholder votes to be re-elected to the
    board. Some companies have changed their policies after directors were
    re-elected with a large percentage of voters withholding their votes
    for certain candidates. Dunn said HP requires directors who receive
    more “withheld” votes than actual votes in their favor to submit their
    resignation, and the proposal was defeated.
    In other business, HP
    reapproved its slate of directors, recertified Ernst & Young as its
    accounting firm, and approved an executive compensation plan that could
    allow new CEO Mark Hurd to earn as much as $9.2 million in 2006
    .