Amalgamated Bank to File Option-Reform Proposals
Submitted by: Ted Allen, Director of Publications
The Amalgamated Bank's LongView Funds are filing resolutions at six companies that have faced regulatory investigations into their stock option practices. The proposals appear to be the first on this topic for the 2007 proxy season.
In a Sept. 27 press release, the labor-affiliated family of index funds said it would file proposals at Analog Devices, Apple Computer, Brooks Automation, Macrovision, Progress Software, and Sanmina-SCI. Those firms are among the more than 125 U.S. companies that have announced internal or regulatory probes into whether they backdated or otherwise manipulated the timing of stock option grants to maximize compensation for senior executives.
The LongView proposals urge the companies to adopt fixed dates for option grants, such as 45 days after the end of the fiscal year. The resolutions make an exception for new executives from outside the company, provided that option grants are not coordinated with the release of material, non-public information.
"Backdating is directly contrary to the goal of using options to reward executives who increase shareholder value to the benefit of all shareholders," Julie Gozan, vice president of Amalgamated Bank, said in a press release. "Investors have watched this story unfold, but until now they have not been able to do much about the problem. Now it's time to act."
In July, the SEC adopted new disclosure rules that require firms to disclose whether grant dates are coordinated with the release of material, non-public information. If the exercise price of an option grant is not the closing market price on the grant date, companies must provide a description of the methodology for determining the exercise price.
Meanwhile, Federal Bureau of Investigation officials said this week that the bureau is investigating 52 companies over their option grant practices. Chip Burrus, who oversees the FBI's criminal investigations, told Bloomberg News that the bureau is encouraging firms to come forward and admit wrongdoing.
On Sept. 27, Jacob Alexander, the former CEO of Comverse Technology, was arrested in the African nation of Namibia. U.S. prosecutors said they will seek to extradite him back to the U.S. to face charges of conspiracy, securities fraud, and making false filings to the SEC, according to Bloomberg News. Alexander became a fugitive after prosecutors charged him in August with backdating stock options from 1998 to 2006. Four other former executives at Comverse, a New York-based software maker, and Brocade Communications Systems have pleaded not guilty to criminal charges that stem from option grants.
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