No FASB model is going to alleviate the Real problem.
"Irked shareholder gets boot
CEO orders the exit of man who criticized his `excessive' stock options
JASON KELLY
Bloomberg News
DALLAS -Texas Instruments Inc. Chief Executive Tom Engibous had a shareholder removed from the company's annual meeting after the man described stock options as "legal financial rape" and refused to sit down.
Sidney Kay, a retired chemistry teacher, has previously criticized stock options at investor meetings for companies such as Electronic Data Systems Corp. and Texas Instruments, the world's biggest maker of cell-phone chips.
"I want to speak against the enormous excessive stock options given to Tom Engibous, and his directors, which I call puppets and think are committing a form of legal financial rape," Kay said at Thursday's meeting, held in the employee cafeteria at the chipmaker's Dallas headquarters.
Engibous told Kay he'd exceeded his proscribed five minutes and asked him to sit down. After granting him two more minutes, he asked that Kay be escorted out. Kay wasn't arrested, Texas Instruments spokeswoman Christine Rongone said.
Investors are growing increasingly restless over executive compensation and other corporate issues. And they're airing their gripes through proxy proposals and at annual meetings.
According to Washington-based Investor Responsibility Research Center, this year's shareholder proposals totaled 998 as of April 14, well above the record high of 822 in all of 1996. Last year, 802 were filed.
The meeting already had some controversy. A shareholder adviser had recommended voting against the board's pay plan after directors assigned 240 million shares to its employee stock option program without seeking shareholder approval.
Investors approved the board's pay plan anyway, giving the seven independent directors 2 million shares as compensation. The vote was 56 percent to 43 percent, with 1 percent abstaining, the chipmaker said at the meeting.
A shareholder proposal requiring the company to base the price of stock options on an index of peer companies failed 70 percent to 29 percent, with 1 percent abstaining, Texas Instruments said.
Institutional Shareholder Services, a Maryland-based adviser to large investors, recommended votes against the pay plan and told clients to withhold votes to re-elect the directors.
The board adopted a plan in January to assign shares equal to about 14 percent of the outstanding stock for employees' options, exceeding the shareholder adviser's suggested cap of 10 percent.
The company opted to forgo shareholder approval because it assumed Institutional Shareholder Services would recommend voting against it, thereby jeopardizing the program, said Ron Slaymaker, Texas Instruments' vice president of investor relations. |
