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Newsday, August 9, 2007 article



CA shareholders advised to vote against D'Amato

August 9, 2007

CA Inc. shareholders should withhold votes for board member Alfonse D'Amato's re-election to break associations with CA's troubled past, a shareholder advisory company recommended this week in a report.

The company, Proxy Governance, cited government filings it said showed D'Amato, who joined the board in 1999, "played an important role in brokering a deal for former CEO Sanjay Kumar to buy the New York Islanders hockey team," at the same time the board approved a proposal that let Kumar use his CA stock as collateral for a $51-million loan to buy the team.

The company surmised that D'Amato's role was likely the reason 25.9 percent of shareholders last year voted to withhold votes for his re-election to the board.

"We believe that the company, which has spent the last several years striving to put its past behind it, would be better served if the sole remaining director from that era departed from the board," Proxy Governance wrote.

CA said in a statement that director D'Amato "has been invaluable," particularly during the government probes and its management transition. "We firmly believe that shareholders will be well served by his continued contributions."

Investment banker Gary Lutin, who oversees a CA shareholder forum, questioned that reasoning by saying, "Investors should understand that a vote on directors who failed to stop corruption is a clear test of what the company's shareholders are willing to tolerate."





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