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Board Adoption of "Majority Voting" for Election of Directors

(February 28, 2007)

CA announced in a February 28, 2007 press release, copied below, and SEC Form 8-K filing that the company's board had acted to adopt "majority voting" provisions for future elections of directors, resolving the previous year's controversy about shareholder rights to remove directors..

Following is the relevant provision in Article II, Section 7 of the company's amended bylaws:

"     (b) Except as may be provided in the terms of any series of preferred stock authorized for issuance pursuant to Article FOURTH of the Restated Certificate of Incorporation, each director shall be elected by the vote of the majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) at any meeting for the election of directors at which a quorum is present, provided that the directors shall be elected by a plurality of the votes cast (instead of by votes cast for or against a nominee) at any meeting at which a quorum is present for which (i) the Secretary of the Corporation receives a notice in compliance with applicable requirements for stockholder nominations for director set forth in these By-laws that a stockholder proposes to nominate a person for election to the Board of Directors and (ii) such proposed nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the Corporation first mails or otherwise transmits its notice of meeting for such meeting to the stockholders."

The SEC filing reported the following change in the CA's "Corporate Governance Principles" to implement the new process:

" In connection with the amendments to the By-laws establishing the new majority voting standard for the election of directors, the Company adopted amendments to its Corporate Governance Principles to provide that an incumbent director shall not be eligible for nomination by the Board of Directors unless the director has tendered his or her irrevocable resignation to the Company’s Corporate Governance Committee before the mailing of the proxy statement for the annual meeting at which he or she is to stand for election. The irrevocable resignation shall be conditioned upon, and not effective until there has been, (i) a failure by such nominee to receive the requisite vote to be elected as a director and (ii) acceptance of such resignation by the Board of Directors. In the event a director does not receive the requisite majority vote required for election, the Corporate Governance Committee (or such other committee of independent directors as the Board of Directors may appoint) will make a recommendation to the Company’s Board of Directors regarding the action to be taken with respect to such tendered resignation. A director whose resignation is being considered shall not participate in any committee recommendation with respect to such resignation. The Board of Directors shall act within 90 days following certification of the vote (and promptly thereafter disclose its decision), unless such action would cause the Company to fail to comply with any requirement of the New York Stock Exchange or any rule or regulation promulgated under the Securities Exchange Act of 1934, in which event the Board of Directors shall take action as promptly as is practicable while continuing to meet such requirements."


EX-99.1 3 y30812exv99w1.htm EX-99.1: PRESS RELEASE

Exhibit 99.1

Contacts:   Dan Kaferle
Public Relations
(631) 342-2111
  Julie Cunningham
Investor Relations
(631) 342-4687


Amends By-Laws to Provide for Majority Voting

ISLANDIA, N.Y. February 28, 2007 — CA, Inc. (NYSE: CA), one of the world’s largest management software companies, today announced that its Board of Directors has amended the Company’s By-laws to implement a majority voting standard.

“The adoption of this majority voting policy underscores CA’s commitment to continually enhancing its corporate governance practices, as part of its overall goal of generating value for stockholders over the long term,” said CA Chairman Lewis Ranieri.

The new standard, which became effective February 23, 2007 and will be in place for the 2007 Annual Meeting, provides that a director nominee will be elected only if the number of votes cast “for” exceeds the number of votes “against” his or her election. Previously, directors were elected under a plurality vote standard, which mandated that nominees receiving the most votes would be elected regardless of whether those votes constituted a majority of the shares voted at the meeting. In accordance with best practices, the plurality voting standard will be retained only in the case of contested elections.

Under a corresponding change to CA’s Corporate Governance Principles, if a director does not receive a majority of the votes cast at an annual meeting, generally the Board of Directors will have 90 days from the certification of the vote to accept or reject the individual’s irrevocable resignation that all incumbent directors are required to submit before the mailing of the proxy statement for the annual meeting.

CA’s Board of Directors adopted a new Stockholder Protection Rights Plan in October 2006. Stockholders will vote on the Rights Plan at the 2007 Annual Meeting.

The By-law amendments are included in a Current Report on Form 8-K filed today with the Securities and Exchange Commission.

About CA

CA (NYSE: CA), one of the world’s largest information technology (IT) management software companies, unifies and simplifies the management of enterprise-wide IT. Founded in 1976, CA is headquartered in Islandia, N.Y., and serves customers in more than 140 countries. For more information, please visit


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