Microsoft shareholders will get advisory vote on executive pay |
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Think Microsoft CEO Steve Ballmer gets paid too much? Or maybe even too little? If you're a Microsoft shareholder, you'll soon be able to tell the board what you think -- albeit in a very general and abstract way.
Microsoft's board says it will hold a non-binding, advisory shareholder vote on the salaries of the company's executives every three years, starting with the upcoming shareholders' meeting. The plan for a "say-on-pay" system is included in the company's preliminary proxy statement, filed with the Securities and Exchange Commission this afternoon.
"Although the vote is non-binding, Board and the Compensation Committee will review the voting results," the board says in the proxy. "To the extent there is any significant negative say-on-pay vote, we would consult directly with shareholders to better understand the concerns that influenced the vote. The Board and the Compensation Committee would consider constructive feedback obtained through this process in making future decisions about executive compensation programs."
It appears that shareholder essentially will be able to just give a thumbs up or thumbs down to the overall level of executive pay, although some would also be able to explain the nuances of their reasoning during the public comment period that typically follows the annual meeting. The company says the idea is to "provide input on the company's compensation of senior executive officers," including CEO Steve Ballmer and others named in the proxy.
The preliminary proxy statement includes executive salary information -- showing Microsoft CEO Steve Ballmer's salary rising to $665,833 in fiscal 2009 from 640,833 in fiscal 2008, for example.
However, it doesn't include information on executive performance and bonuses, which is expected in a subsequent filing. In setting pay levels, Microsoft's board takes into account factors including performance and executive pay at other companies.
Ballmer is the second-largest individual Microsoft shareholder behind Chairman Bill Gates, and he doesn't take stock or other equity compensation as part of his pay package. Ballmer last year received a $700,000 bonus.
Microsoft's general counsel, Brad Smith, explained the reasoning for the "say on pay" in a news release: "Given the interest in executive pay, we think it makes sense to encourage more dialogue with our shareholders on our compensation approach. Our executive compensation program is designed to maximize shareholder value by attracting and retaining world-class leaders and aligning their financial rewards with the growth and success of the company."
In formulating the plan, company says it met with shareholder groups including Walden Asset Management, Calvert Investments and the United Brotherhood of Carpenters, all of which had submitted proposals for say-on-pay votes.
Todd Bishop is co-founder and managing editor of TechFlash. He has covered Microsoft and the technology industry for more than five years, most recently as a daily newspaper reporter and blogger based in Seattle.
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