The Council of Institutional Investors and the New York Stock Exchange are either fighting or failing to communicate -- depending on whom you ask.
On March 29, the first day of the council's spring conference, held in Washington, Sarah Teslik told the assembled luncheon group that Richard Grasso, the chairman of the New York Stock Exchange, would not be addressing the luncheon as scheduled.
He had canceled about 10 days before the conference, she implied, because of a dispute between the council and the exchange. The dispute was over whether Kurt Schacht, general counsel of the State of Wisconsin Investment Board, should continue to serve on the Stockholder Approval Policy Task Force. That committee is supposed to come up with a rule for NYSE-listed companies governing when they must put stock option plans to a shareholder vote.
Ms. Teslik said Jim Buck, corporate secretary of the NYSE, had called Anne Yerger, director of council research services, asking if the council would let them take Mr. Schacht off the committee. Ms. Yerger said no. Then a few days later, Mr. Grasso's office called and canceled his appearance. Ms. Teslik implied in her comments at the luncheon that the events were related.
But New York Stock Exchange officials tell a far different version of the events.
John Olson, chairman of the Stockholder Approval Policy Task Force and a partner in Gibson Dunn & Crutcher LLP, Washington, said, "nobody's tried to get Kurt off the committee. He's been very constructive and helpful."
He explained that Mr. Schacht serves on another NYSE committee, the Working Committee on Proxy Fees, which Mr. Buck oversees. According to Mr. Olson, Mr. Schacht had missed a couple of meetings of the committee, prompting Mr. Buck to call Ms. Yerger to find out if the council wanted someone to replace him on that committee.
A spokesman for the exchange also said that when the scheduling conflict came up for Mr. Grasso, the exchange had offered to have Cathy Kinney, senior executive vice president, replace Mr. Grasso as speaker, but the council declined.
"The exchange seems to be all thumbs when it comes to communicating with Sarah," said Mr. Olson, adding he's concerned about her feelings and those of the council.
"Unless we (the committee) come up with something (a rule) that satisfies the institutions, we're wasting our time," he said. "The council is a very important part of that."
Mr. Schacht said he had "a nice conversation with Jim (Buck)" and their differences have been resolved. He is remaining on both committees.
Ms. Teslik did not return repeated calls seeking comment on the NYSE's explanation.
