TIAA-CREF will send a letter to shareholders on April 12 urging them to support its proxy resolution, which would require that two-thirds of the directors on the board of MBNA Corp., Wilmington, Del., be independent. In the letter, Peter C. Clapman, TIAA-CREF senior vice president and chief counsel-corporate governance, criticizes the board for "egregious" and "inappropriate use of shareholder assets" for executive compensation and other benefits. According to MBNA, five of the seven directors nominated for re-election are independent, based on New York Stock Exchange standards. Plus, the nine-member board plans to add more independent directors later in 2004 to replace two who are retiring.
CREF owns 17.9 million, or 1.4%, of the 1.277 billion MBNA shares outstanding. The MBNA meeting is May 3.