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CNBC, April 1, 2010 article



The Funny Business of Shareholder Meetings

Published: Thursday, 1 Apr 2010 | 1:43 PM ET

By: Jane Wells
CNBC Correspondent

Today I was sent to the Fairmont Miramar Hotel in Santa Monica (nice!) to cover the KB Home annual shareholders meeting.


The California homebuilder has had a rough time of it in the housing downturn. Its former CEO, Bruce Karatz, is currently on trial for 20 counts alleging stock options backdating which would put him away for 400 years if convicted.

What drew our interest to the meeting this year were a few shareholder proposals on executive compensation. Three different shareholder advisory groups used strong language in recommending a "yes" vote on some of these proposals. They even recommended against re-election for some board members.

One shareholder proposal in particular sought to set compensation targets "at or below the peer group median" and "target long-term compensation through performance-vested, not simply time-vested" equity awards.

Good story, right? Everyone's all worked up about pay for performance. The day seemed simple: stake out the meeting, find out the vote, report the results.

Turns out it's been easier for me to gain entry to San Quentin or a high-security federal criminal court case than this meeting.

Our producer, MaryCatherine Wellons, knew we couldn't get into the meeting itself. It was for shareholders only, and even they might not all fit in. The company, in what seemed an unusual step, moved the meeting this year from headquarters to the hotel, where it warned that seating was very limited.

However, the hotel gave us permission to park our live truck on the property, and we waited in the lobby. We contacted KB Home PR who didn't have a problem with that.

Then, suddenly, we were told to leave the building. Then our cameraman was told to leave the property completely.

MaryCatherine and I went to sit in the live truck. Then we were told that while the live truck could stay, MaryCatherine and I, like the cameraman, had to leave the property. Not sure what difference that made, but I decamped to Starbucks to "monitor" the situation. A shareholder representing a union pushing the pay for performance proposal said he would email us voting results. MaryCatherine and the cameraman loitered on the sidewalk (public property), while KB Home security eyed them like they were TMZ staking out Sandra Bullock.

All this over a pay for performance proposal.

Finally, we got word the proposal failed. A victory for KB Home management.

Story over, finish my venti drip, head back. Fortunately, I was parked on the street.

MaryCatherine was parked in the hotel.

After some negotiation, she was allowed back on the property to pay the valet and retrieve her car.

I can hardly wait 'til next year. Maybe I'll hire TMZ to cover...


© 2010 CNBC, Inc. All Rights Reserved




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