Comcast Holders Defeat Plans Challenging Executive Compensation
May 13 2009 - 3:35PM
Dow Jones News
Comcast Corp. (CMCSA) shareholders defeated several proposals at
its annual meeting on Wednesday that challenged the company's
compensation policies and its dual-class share structure.
The Philadelphia-based cable and entertainment giant also said
all its nominees for its board of directors were elected
"overwhelmingly" and all management proposals for various stock
compensation plans were approved.
The company declined to provide details about the voting results
from the meeting. A spokesman said the results will be disclosed in
a regulatory filing following its second-quarter earnings results
as required by the Securities and Exchange Commission.
Shareholder proposals included a so-called "say on pay" measure
to allow an advisory vote from shareholders on the company's
compensation practices. Major companies like Verizon Inc. (VZ) and
Apple Inc. (AAPL) have recently adopted "say on pay" measures, and
political momentum appears to be building in Congress to legislate
say-on-pay requirements for public companies.
Comcast Chairman and Chief Executive Brian Roberts said such a
measure was a threat to the longstanding process in which
shareholders elect directors and directors determine compensation
policies, which has served the company well over time.
Another proposal recommended restricting the company from
granting so-called "golden coffin," or death benefits, to
executives. Comcast, which recommended that shareholders vote
against all shareholder proposals, noted that Roberts gave up his
right for 2009 to have his base salary and annual cash bonus paid
to his family for five years after his death.
Shareholder activist Evelyn Davis presented a proposal to
require the company to disclose all executives that receive a base
salary in excess of $500,000 annually, along with additional
bonuses and other cash payments. Currently, public companies are
only required to disclose compensation amounts for certain top
executives.
Shareholders also voted down a proposal to abolish the company's
dual-class share structure, which preserves about one-third of
Comcast's voting rights in the hands of Roberts.
Numerous corporate governance advocates have been critical of
dual-class share structures, and controlling shareholders have come
under increasing fire as shareholders suffer losses amid the global
financial and economic crisis.
Roberts, whose father co-founded Comcast in 1963, owns all 9.44
million shares of Comcast's class B common stock, which has 109
times the voting power of the class A shares held by the
public.
Comcast noted in its proxy that it can't do away with the share
structure without separate approval from Roberts himself. The
company also said its stock performance has outperformed the
S&P 500 by a margin of 2-to-1 since it went public under the
dual-class share structure in 1972, and many public companies --
like Viacom Inc. (VIA), the Washington Post Co. (WPO) and News
Corp. (NWSA), publisher of this newswire -- have similar
structures.
While fielding various questions and comments from shareholders
at the meeting, Roberts said "every shareholder who has ever
invested in Comcast has known about the [dual-class share
structure]."
Roberts also said the company has no plans to sell its ownership
stakes in two Philadelphia sports franchises - the Sixers and the
Flyers - in order to pay down its $31 billion debt load.
"We're comfortable with our debt levels," Roberts said.
-By Nat Worden, Dow Jones Newswires; 201-938-5216;
nat.worden@dowjones.com