The Shareholder ForumTM

Electronic Participation in Shareholder Meetings

Forum Home Page [see Broadridge note below]

"E-Meetings" Home Page

"E-Meetings" Program Reference


For reference, the following Shareholder Support Ranking for Belden, the company that is the subject of the article below, is compared with median levels for all companies in the Russell 3000® index:

Shareholder Support Ranking

2011 Votes Supporting Management Compensation

Based on total voting rights for all classes of stock as of record date;

“Absent” includes abstentions, broker non-votes and shares not present.

©The Shareholder Forum, Inc.

Shareholder Support Rankings™ are based on data from SEC filings of subject companies

provided according to Shareholder Forum specifications by Morningstar, Inc.


St. Louis Post-Dispatch | stltoday, April 13, 2012 column




Belden can't explain negative pay vote


BY DAVID NICKLAUS • > 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.

In a 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 in 2011.

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 Post-Dispatch.

 Posted in David-nicklaus on Friday, April 13, 2012 5:35 pm Updated: 9:51 pm.



© Copyright 2012,, 900 N. Tucker Blvd. St. Louis, MO




This Forum program is open, free of charge, to anyone concerned with investor interests in the development of standards for conducting shareholder meetings with electronic participation. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was encouraged by Walden Asset Management, and is proceeding with the invited leadership support of Broadridge Financial Solutions, Inc. and Intel Corporation to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.