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Sent: Thursday, August 23, 2007 3:26 PM
Subject: Presumed influence on CA vote of ISS switch in support of D'Amato

Responding to various questions about the relatively low level of CA shareholder votes against the reelection of director D'Amato, apparently only 12% opposed (based on what was reported in the recently distributed article copied below) compared with 26% last year, the swing is consistent with a shift in the ISS proxy voting position since last year.
(For those of you concerned with broader voting patterns, the difference attributable to the ISS shift is consistent with the influence that would be expected in relation to the 65% of shares not held by the Haefner interests and Private Capital Management.  It should also be noted that two other fund managers have established holdings of more than 10% each, and that their views are less likely to have been influenced by proxy advisors.)
ISS did not provide their CA report for Forum distribution this year, but a private review shows a voting recommendation in support of the reelection of D'Amato (and also in support of all other management voting positions).  There was no explanation of why they had changed from last year's recommendation to vote against D'Amato, which had been based on their determination at that time that he had "failed to provide adequate oversight."  The ISS report also made no reference to the recently released report of the CA board's special committee concerning the failures of D'Amato to take effective corrective and preventive actions prior to 2003.
As indicated in previous Forum distributions of voting recommendations from the other two proxy advisors, Glass Lewis and Proxy Governance, both of those firms continued to recommend voting against D'Amato.
Please let me know if you have any questions or comments.
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335

----- Original Message -----
Sent: Thursday, August 23, 2007 11:41 AM
Subject: Newsday: report of yesterday's CA annual meeting



D'Amato, 11 others re-elected at CA

August 23, 2007

Shareholders of CA Inc., the former Computer Associates, re-elected all 12 directors yesterday, ignoring recommendations by two proxy advisory firms to withhold votes for former U.S. Sen. Alfonse D'Amato.

At a generally low-key one-hour annual meeting attended by more than 200, shareholders re-elected the directors for one-year terms by votes ranging from 88 percent to 99 percent of eligible shares, with 91 percent of shares represented in person or by proxy.

The two proxy firms had recommended action against D'Amato because he was a member of the board's audit committee during periods of financial irregularities several years ago. One of the firms also recommended withholding votes for director Jay Lorsch, a Harvard professor who chairs its governance committee, for nominating D'Amato.

There was no debate about the directors' re-election during the shareholders session, and the few questions from shareholders dealt with the stock price, executive compensation, the dividend and the company's growth relative to its competitors.

In remarks to shareholders, company president and chief executive John Swainson portrayed the software maker, which employs 2,000 in Islandia and 15,000 worldwide, as well along on the road to recovering from the $2.2 billion accounting scandal that sent its former chief executive Sanjay Kumar to federal prison for a 12-year term.

Noting revenues of $3.9 billion in the fiscal year ended March 31, up 5 percent from a year earlier, he said, "We have worked hard at rebuilding the CA brand ... "

CA's profit nearly tripled in its first fiscal quarter of 2008, which ended June 30, to $129 million. But, Swainson said, although CA is the second largest player after IBM in its targeted $44 billion a year information technology market, he was unhappy with its growth relative to the 8 percent growth of the industry. "We have not grown in the past couple of years to our satisfaction," he said.

CA stockholders also ratified a "poison pill" proposal to make a hostile takeover more difficult, an executive compensation plan and a 2007 stock incentive plan which would grant 30 million shares to employees and executives.

They also rejected a shareholder proposal to require ratification of the chief executive compensation.





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