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Monday, May 14, 2007

Two Pay Proposals Get Significant Support at Apple
Submitted by: L. Reed Walton, Staff Writer

Two proposals related to executive pay received close to 50 percent of votes cast at Apple's annual meeting on May 10, according to Cornish Hitchcock, an attorney for the Amalgamated Bank's LongView Fund, which submitted one of the proposals.

An options reform proposal won 47 percent support, while a request for an annual advisory vote by shareholders on executive pay won 46 percent, Hitchcock said.

LongView, a labor-affiliated fund, put forward the options reform proposal, which asked the company to disclose grant dates before the beginning of each fiscal year and to price options at the average of the opening and closing stock prices on the grant date. Apple has declined to adopt new policy on options, noting that it has stopped giving options to top executives in favor of restricted stock grants.

"[W]e think it's important to have a policy dealing with stock options even if they’re not currently in favor," Hitchcock told Governance Weekly.

The proposal, co-sponsored by the Connecticut Retirement Plans and Trust Funds, was one of the first to appear on corporate ballots since the U.S. options timing scandal broke last year. Apple restated its earnings in December, reflecting a loss of $105 million, to account for past option grants after an internal investigation concluded some grant dates were "intentionally selected in order to obtain favorable exercise prices."

The 47 percent vote for the option resolution is a strong showing for a first-year proposal, and the vote far exceeds the average support earned by most compensation-related proposals in past seasons, according to ISS data.

Another LongView options proposal may have received majority support at CVS/Caremark on May 9. Company officials said the vote result was too close to call at the end of the meeting. A similar measure filed by the Teamsters went to a vote at Broadcom on May 2. Broadcom officials indicated that the proposal did not pass, but they declined to disclose the percentage support before the company's next quarterly regulatory filing.

At Apple, the pay vote resolution was filed by the AFL-CIO. The proposal is the fifth on this topic to receive more than 45 percent support this season, according to ISS data. The best showing so far was the 57 percent vote for a New York City Employees' Retirement System resolution at Blockbuster on May 9, proponents said.

Overall, these "say on pay" proposals have averaged 42 percent support at 17 meetings this season. While shareholders can vote on executive pay in the U.K., Australia, and other markets, the idea is relatively new in the United States. In 2006, pay vote proposals averaged 40 percent support at seven meetings in their first year on corporate ballots.

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