Forum for Shareholders of CA, Inc.

Forum Home Page

Pending Status

Forum activities relating to CA, Inc. are temporarily suspended pending release of a court-appointed Examiner's report on management compliance with a Deferred Prosecution Agreement.

CA Forum Home Page

CA Research Reference


For additional information relating to the voting recommendations of proxy advisory firms reported in the article below, see


Newsday, August 23, 2007 article



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.




The Forum is open to all Computer Associates ("CA") shareholders, whether institutional or individual, and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, as described in the Forum Summary.

There is no charge for participation.  As stated in the Conditions of Participation, participants are 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.

Inquiries and requests to be included in the Forum's distribution list may be addressed to

The material presented on this web site is published by Gary Lutin, as chairman of the Shareholder Forum.