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Cisco: Say on Pay
Cisco "Say on Pay" Shareholder Resolution Wins
Strong 48% Support
SAN JOSE, CA.///November 15, 2007///At the annual meeting of shareholders,
almost half (48 percent) of Cisco (NASDAQ: CSCO) shares voted were cast in support
of a "say on pay" proxy
resolution asking the leading U.S. high-tech company to put to a vote the Cisco
board's compensation report. ICCR Member Christian Brothers Investment Services,
Inc. (CBIS) was the lead sponsor of the resolution, which was submitted this
year for the first time at Cisco.
According to the Forbes Special Report on CEO Compensation published in May
2007, Cisco CEO John Chambers total compensation package was $71.33 million
-- including a salary and bonus of under $2 million.
Julie Tanner, corporate advocacy coordinator at CBIS, said: Investors
are increasingly concerned about mushrooming executive compensation which sometimes
appears to be insufficiently aligned with the creation of shareholder value.
Our resolution urges Ciscos board to allow shareholders to express their
opinion about senior executive compensation at the company by establishing an
annual referendum process. The results of such a vote would, we think, provide
the board and management with useful information about whether shareholders
view the companys senior executive compensation as being in the best interests
of shareholders. The compensation practices at Cisco Systems should encourage
executives to build a successful, sustainable company and share this prosperity
within the company.
Sister Judy Byron, OP, coordinator of the Northwest Coalition for Responsible
Investment and representative of the Sisters of the Holy Names of Jesus and
Mary, U.S. Ontario Province, said: The Cisco vote today is an important
step towards holding American CEOs accountable on the issue of pay. As faith-based
shareholders we believe that it is our responsibility to bring more visibility
and accountability to the issue of executive compensation as practiced by companies
in which we hold stock. We are concerned that an unchecked and growing concentration
of wealth and privilege in corporate America does not promote the common good,
economically, ecologically, socially, or politically.
The CBIS-sponsored shareholder resolution reads, in part: RESOLVED, that
shareholders of Cisco Systems Inc. urge the board of directors to adopt a policy
that Company shareholders be given the opportunity at each annual meeting of
shareholders to vote on an advisory resolution, to be proposed by management,
to ratify the compensation of the named executive officers set forth in the
proxy statements Summary Compensation Table and the accompanying narrative
disclosure of material factors provided to understand the SCT (but not the Compensation
Discussion and Analysis). The proposal submitted to shareholders should make
clear that the vote is non-binding and would not affect any compensation paid
or awarded to any [named executive officer].
The vote is advisory in nature -- the shareholder vote would not override compensation
decisions, but instead, would allow shareholders to weigh in on whether they
believe the executive compensation package at the company is reasonable.
For the full
text of the resolution, click here.
The resolution was filed by CBIS and by several members of the Interfaith Center
on Corporate Responsibility (ICCR), including: the Adrian Dominican Sisters;
Catholic Health East; Ethical Funds, Christus Health; Progressive Investment
Management, Dominican Sisters of Columbus, Ohio; Sisters of St. Francis of Philadelphia;
Sisters of the Holy Names of Jesus and Mary, U.S, Ontario Province; Walden Asset
Management; and Mennonite Mutual Aid. The groups hold approximately 1.2 million
shares of Cisco in total.
Aflac and Verizon have already agreed to adopt the say on pay policy
and a number of companies are working with investors to study the ways in which
this practice could be practically implemented in the U.S. market. Resolutions
regarding say on pay are regularly receiving votes between 40-50
percent in favor, a remarkable showing for a new issue.
Data show that U.S. executives make twice their European counterparts. A Towers
Perrin study of top executive pay in 26 major countries found that American
executives make an average of twice as much as their French, German and British
counterparts. A December 2005 Watson Wyatt survey found that 90 percent of institutional
investors think the current executive compensation system has overpaid executives.
ABOUT CBIS
Christian Brothers Investment Services, Inc., manages $4.3 billion for Catholic
institutions, combining faith and finance in the responsible stewardship of
financial assets. CBIS' combination of premier institutional asset managers,
diversified product offerings, and careful risk-control strategies constitutes
a unique investment approach for Catholic institutions and their fiduciaries.
CBIS strives to integrate faith-based values into the investment process through
a disciplined approach to socially responsible investing that includes principled
purchasing (stock screens), active ownership strategies (proxy voting, dialogues,
and shareholder resolutions) and community investment. Visit CBIS on the Web
at http://www.cbisonline.com.
ABOUT ICCR
The Interfaith Center on Corporate Responsibility is a coalition of nearly
300 faith-based institutional investors, representing over $100 billion in invested
capital. ICCR members bridge the divide between morality and markets by envisioning
a civic economy that integrates ethical, environmental and social values. Inspired
by faith, committed to action, ICCR members work to build a just and sustainable
global community.
CONTACT:
Patrick Mitchell, (703) 276-3266 or pmitchell@hastingsgroup.com.
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