Belden can't explain negative pay vote
BY DAVID NICKLAUS •
firstname.lastname@example.org > 314-340-8213 | Posted: Friday, April
13, 2012 5:35 pm
Belden thinks it pays its executives reasonably, and it
wonders why a lot of its shareholders disagree.
The Clayton, Mo., maker of
cable and networking products paid Chief Executive John Stroup
$4.7 million last year, down 13 percent from the previous year. His 2010 pay
was swelled by a stock grant, but overall Stroup made less in 2011 than in
2009, and the company's earnings per share nearly doubled in two years.
proxy statement filed this week, Belden says its pay is hardly out of
control. Compensation policy is full of shareholder-friendly practices, it
says, such as holding executives to tough performance standards and not
paying the taxes on their perquisites. Despite all that, when Belden held
its first "say on pay" vote last year, 31 percent of the votes were "no."
The average dissent rate at
U.S. companies was less than 10 percent, so Belden clearly had a high number
of disgruntled shareholders. It didn't have much luck learning why, though.
After the vote, the proxy statement says,
|We sent a letter to our top
20 stockholders describing our views and making our senior management
available to discuss any compensation related concerns. We followed up on
the letter with phone calls to major holders. Almost unanimously, these
stockholders continued to emphasize their positive feelings about Belden
and expressed little interest in discussing our compensation program.
... As suggested by the
industry literature, we monitored the SEC Form N-PX filings of our major
fund holders in order to identify those holders who voted at least some of
their shares against our proposals. In following up with these particular
stockholders, a common theme developed. The portfolio managers who buy our
shares are not necessarily aware of how those shares are voted on proxy
matters. Many were surprised to hear that we had information showing that
their fund had voted against our proposals.
Belden says it's committed to
communicating better with shareholders before the 2012 vote, which is
scheduled for May 30:
|Our mission is clear in
2012: gain universal support of our executive compensation.
Perhaps Stroup's smaller pay
package, in a year when profits rose 25 percent before unusual items, will
help sway some shareholders. Belden's share price, however, fell 9.6 percent
Stroup did get a big salary
increase last year, to $775,000 from $700,000, along with a bonus of $1.05
million. He also got $2.5 million worth of options, a $317,882 increase in
pension value and perquisites that included $3,775 in club dues and $2,472
in tax-preparation fees.
If he leaves Belden after a
takeover, Stroup can collect $10.7 million, including $4.7 million in cash
severance and bonus.
Read more from David Nicklaus, who is the business columnist for the
David-nicklaus on Friday, April 13, 2012 5:35 pm
Updated: 9:51 pm.
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