Teamsters Enter Options War With Battle Against Tech Co
Thursday October 17, 4:33 pm ET
By Phyllis Plitch, Of DOW JONES NEWSWIRES
biz.yahoo.com
NEW YORK -(Dow Jones)- A proxy fight at a small computer-hardware company is becoming the latest skirmish in the larger war over whether institutional investors can be more aggressive in forcing companies to hear them out on stock option expensing.
At a time when many observers believe the Securities and Exchange Commission is going to be more liberal in allowing more shareholder proposals on stock- option accounting, sides are gearing up for a fight over how one company, Mercury Computer Systems Inc. (NasdaqNM:MRCY - News) , handled such a proposal.
The Teamsters sent a shareholder resolution to the Chelmsford, Mass., company, urging it to treat executive stock options as an expense. But the company omitted the proposal from its proxy filed Wednesday and sent in the mail to shareholders, even though the SEC recently said it couldn't give its nod to the exclusion while it reviews a similar case.
The union, which owns more than 23,000 shares in staff pension funds, said it's preparing to send a letter to the company asking that it cease and desist printing and mailing the proxies, said Carin Zelenko, director of the Teamsters' office of corporate affairs. In addition, the union plans to write a letter to the SEC asking the agency to take enforcement action against the company.
"We're very discouraged that a company would at this time, especially over this issue, act so arrogantly toward their shareholders, especially in light of the clear attitude of the SEC right now - where they are taking these issues very seriously," Zelenko said. "The company, to shrug this off, is astounding."
A spokesman for Mercury said the company is relying on the prior ruling by the SEC that is currently under review.
"We relied on prior precedent in making our decision to omit the proposal," he said. If Mercury alone were to expense options it would put the company at a competitive disadvantage with its technology company peers, because it would have to take a bottom line hit that others wouldn't have to, he added.
Because companies can basically dole out options for free, critics believe their ensuing widespread use has helped create incentives that led to the recent spate of financial shenanigans. Many investor activists say that companies should expense options as a way of curbing their use and potential abuse and dozens of companies have taken that step in recent months. But companies like Mercury argue that they need flexibility in option grants to attract and retain employees.
The surrounding issue of shareholder proposals calling for expensing options is one that has evolved piecemeal, though the SEC may be poised to make a definitive ruling soon. During the summer, the SEC staff gave another company, National Semiconductor Corp. (NYSE:NSM - News) , the green light to omit the proposal from its proxy, in essence stopping a vote by agreeing that the issue related to the company's so-called ordinary business.
But the proponents appealed that decision to the SEC's commissioners, and recent public comments by SEC Chairman Harvey Pitt raised hopes that indeed the commission would hear the appeal and reverse that position. In a recent speech to a group of pension fund investors, Pitt said that companies shouldn't be allowed to sidestep shareholder proposals by citing the ordinary business exception. Under proxy rules, companies are allowed to exclude proposals if they fall into that category.
The National Semiconductor case could make many of the battles like the one facing Mercury Computer moot. In fact, the SEC staff cited the National Semiconductor appeal in an Oct. 11 letter to Mercury, saying it "cannot express any view" on Mercury's bid to exclude the proposal under the ordinary business exception, because the issue is under review by the commission. An SEC spokesman couldn't immediately be reached for comment. |
