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Monday, October 1, 2007

Activision: A Record Vote for "Say on Pay"
Submitted by: L. Reed Walton, Publications

Investors at Activision gave 69 percent support to a shareholder resolution asking for an annual advisory vote on executive compensation (“say on pay”), according to proponents.

Conrad MacKerron, director of the corporate social responsibility program at the As You Sow Foundation, reported the result--the highest ever for a “say on pay” proposal in the United States--after the company’s annual meeting on Sept. 27.

Activision, a Santa Monica, California-based video-game maker, is now under formal investigation by the Securities and Exchange Commission in connection with the company’s past stock-option granting practices.

In May, a special subcommittee of Activision’s board found that about 63 percent of option grants made to former and current employees from 1997 to 2003 had been misdated. In many cases, grant dates reflecting the lowest or second-lowest exercise price for the month or year had been selected with the benefit of hindsight.

Even before the subcommittee presented its findings, the company replaced the director of human resources, dismissed its former outside counsel, and created a new “principal compliance officer” post. The officers and directors who had received misdated options that had already vested agreed to make up the difference in exercise price, per the subcommittee’s recommendation.

The Activision result marks the seventh time this year that advisory pay vote measures have attained majority support. The proposal--now in its second year--has averaged 42.4 percent support over 42 meetings since January.

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