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To: RetiredNow who wrote (67327)3/11/2005 5:48:51 PM
From: pfalk  Respond to of 77400
 
Hi Peter, I bet you didn't know that if all shareholder's vote against stock options, all Cisco management has to do is take it under advisement. They are not required to stop giving out options. Or so I was told by a friend of mine when I brought up the same idea you just did

That's not quite accurate: There are two plans: The 1996 Stock Incentive Plan (which was shareholder approved) and the (non shareholder approved) 1997 Supplemental Stock Incentive Plan

I don't think that they can legally put a plan on the Proxy ballot, and enforce it if it's voted down - but they can just implement one without approval (or dis-approval).

The dates in question also give a hint at how it's done: put a multi-year plan on the ballot )1996 was for up to 15% of outstanding shares, if I remember correctly), and be vague about how many years it's supposed to remain in effect - Thus preventing shareholders from voting on it regularly. If that's not enough, just implement one without first voting on it.

Anyway, the plans aren't that terrible, here are the particulars:

Equity compensation plans approved by security holders
Total average remaining
strike price
1,317,652,316 $ 25.63 522,590,836

Equity compensation plans not approved by security holders Total average remaining
strike price
3,750,114 $ 29.87 5,554,343

Total:
1,321,402,430 $ 25.65 528,145,179

So you can see that shareholders did approve the bulk of the "options", i.e. 1.3 B options vs. 3.7 Mil (roughly 500 times more "approved" than "simply taken"

I'd like to point out that there has been several attempts by shareholders to place initiatives on the shareholders meetings to reign in Executive compensation - several has had direct or indirect effect e.g. Chambers took no options the year after one was placed on the ballot (don't know if it was actually approved or not, but it seems to have sent a message).

Peter