Risk & Compliance

CA Reports All Directors Re-Elected

Poison pill by-law resolution was not adopted.
Stephen TaubSeptember 18, 2006

Score this one a major victory for CA. The software giant formerly called Computer Associates announced that according to preliminary results of voting at Monday’s shareholder meeting, all 11 directors were re-elected for one-year terms. They received between 74 percent and 98 percent of the votes cast, according to the company.

In addition, shareholders failed to pass a proposal that would have amended the by-laws regarding the adoption or maintenance by the board of any CA poison pill plan.

Compared to other annual meetings, there was a great deal of anticipation leading up to this year’s confab, mainly because CA is trying to recover from a major accounting scandal. Corporate governance research firms such as Institutional Shareholder Services (ISS), Glass, Lewis, and Proxy Governance had recommended that shareholders withhold votes for a number of directors, including former U.S. Senator Alfonse D’Amato.

The shareholder response matched the heighten enthusiasm. The company said in a press release that roughly 92 percent of the outstanding shares were represented either in person or by proxy at the meeting.

Meanwhile, after the meeting Chief Executive John Swainson told reporters that he expects to recover some of the funds it lost to former executives involved in the $2.2 billion accounting scandal, according to Reuters. “We do expect to recover some money,” Swainson said, according to the wire service. Swainson also defended D’Amato, the company’s longest-serving board member, calling him “a continual force for good and change in the organization,” noted to Reuters. “We value him as a member of the board.”