Computer Associates Shareholders Reject Proposal to Recoup Compensation

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The New York Sun

Computer Associates International Inc. shareholders overwhelmingly voted against a proposal that called for the company to recoup compensation given to executives implicated in its accounting scandal.


Despite cries from some investors gathered at the company’s annual shareholder meeting in Islandia, N.Y., 76% of votes cast sided with the company, which opposed the proposal.


The proposal, put forth by the Amalgamated Bank Long View Collective Investment Fund, argued that the board should make efforts to get back money that wasn’t earned or deserved.


During the shareholder meeting, a representative from Amalgamated Bank said the firm wants Computer Associates to embrace the philosophy that if you “didn’t earn it, you shouldn’t keep it.” His comments received loud applause from shareholders present at the meeting.


Computer Associates’ chairman, Lewis Ranieri, said the board is working with the government and is reviewing compensation. He said that while CA can’t give a time frame as to when the review will be completed, the board will do everything it can to reach a closure.


“When we conclude the review, we will take action, and you will simply have to be patient,” said Mr. Ranieri. “The proof will be in the eating.”


Mr. Ranieri assured shareholders CA will take actions to prevent employees and executives from benefiting from “ill-gotten gains.”


The proposal, which was defeated, previously won the backing of Institutional Shareholder Services, the influential Rockville, Md., proxy advisory firm.


Computer Associates has been embroiled in an accounting scandal that has resulted in the resignation of its chief executive, Sanjay Kumar, as well as the firing of a slew of executives.


Shareholders, mindful of the company’s past misdeeds, packed a hotel on Long Island to ensure that CA is headed on the right path.


“I want reassurances that whatever was allowed to happen before, [CA] takes measures to make sure it doesn’t happen again,” said one shareholder.


Another longtime holder said she was “strongly disenchanted” with the company’s performance, but that a new management team will give stockholders more confidence in the company.


During the meeting, Chairman Ranieri said the actions that occurred were wrong, and that CA is taking “aggressive steps” to ensure they don’t happen again.


Separately, shareholders voted to ratify KPMG as the company’s accountant and to back the nomination of nine board members.


Following CA’s shareholder meeting, Mr. Ranieri said the company is making progress in its search for a new chief executive and chief financial officer. While Mr. Ranieri would not give a time frame as to when a decision would be made, he said CA recognizes the need to appoint the two executives.


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