SBC (SBC) investors want no part of this shareholder accountability business, thanks very much.
Investors in the big San Antonio, Texas-based local phone company rejected two proposals aimed at reining in executive pay. In doing so they ignored the lead of holders at
, who earlier this week overrode management's objections to require a shareowner vote on big severance packages, and those at
, who Friday approved nonbinding proposals to curb severance payments and expense stock options.
Friday's preliminary tally showed no rush on the part of SBC holders to join the grass roots investor-democracy movement that is sweeping corporate America. Just 13% of SBC holders backed a bid to eliminate all bonuses and other incentive compensation for executives. A more respectable 35% approved another proposal -- one that would have made all stock-based compensation subject to performance hurdles and subjected executives to downside financial risk -- but that resolution failed as well.
"That's about what you'd expect," says Bill Jones, executive director of BellTel Retirees Inc. "It's hard to get people who would be interested in these proposals to learn more about them and do something."
The moves come as big companies everywhere face shareholder unrest over the pay and perks raining down on well-heeled insiders. Investors and corporate governance activists have charged that corporate boards are acting irresponsibly by signing off on massive salary, bonus and severance agreements at a time when many companies are not only failing to deliver returns to shareholders but indeed are cutting their workforces.
Yet Jones says that with big funds controlling so many of the votes, it's especially difficult for a shareholder resolution to make an impact. Of course, that just makes the shareholder victory at Verizon all the more sweet.
On Tuesday shareholders at Verizon passed a measure aimed at giving them back some control. In a preliminary count, Verizon said 59% of holders approved a motion requesting shareholder approval of executive-severance agreements that provide benefits exceeding 2.99 times the sum of an executive's base salary plus bonus. The 3-to-2 approval marks the first time the company has lost to shareholders.
"We were hoping for a 51% vote," says Jones, who co-founded the Verizon retirees association. "We never dreamt that we'd get 59%. It makes me think some giant shareholders feel we're doing the right thing."
A Verizon spokeswoman said the board will reconsider its stance on the non-binding proposal at its June meeting.
Sunlight Is Best
Investors in telecom are no strangers to lavish CEO pay packages. SBC chief Ed Whitacre, while not the owner of the biggest paycheck in telecom for 2002, managed to pull down $8.6 million in a year in which SBC sales fell and the stock lost a quarter of its value.
And as recently noted
in these pages, former Verizon co-CEO Chuck Lee rakes in $3 million a year in pay alone for serving as a consultant to the big New York telco.
"From a corporate governance point of view, this is one of the worst contracts I've ever seen," critic Paul Hodgson of the Corporate Library said of Lee's deal. "It draws a picture of a board bending over backward to give a CEO anything they want."
If SBC shareholders are opposed to that sort of thing, it wasn't apparent Friday. But that may be about to change.
"We've been getting lots of calls from retiree groups from
, Lucent, PacBell, Ameritech and others who are building their own organizations now that they've seen what we could accomplish," says Jones.
"The gravy train is coming to an end."