Valero Energy Corp. and Gannett Co. shareholders approved in separate voting groundbreaking shareholder proposals prohibiting the acceleration of vesting of executive incentive equity awards in the event of a change in control of the companies, according to proxy-voting results provided by the companies.
The Albany-based $173.2 billion New York State Common Retirement Fund's proposal at Valero, calling for disclosure of the company's lobbying policy, activities and payment, was rejected by shareholders.
The accelerated vesting results at Valero and Gannett were the first time a majority of shareholders have voted for such a proposal at any company, said Scott Zdrazil, director of corporate governance, Amalgamated Bank, whose Long View Large Cap 500 Index Fund sponsored the proposal at Valero.
The International Brotherhood of Teamsters General Fund, Washington, sponsored the Gannett proposal.
“We do not believe executives should receive a guaranteed windfall in the outcome of a change-of-control when receipt of such compensation could have very little to do with the executives' actual job performance,” Ken Hall, International Brotherhood of Teamsters general secretary-treasurer, said in a Teamsters statement, noting the proposal received 51% of the vote in favor.
All three proposals, which were voted Thursday, were non-binding.
The Valero board plans to implement the prohibition of accelerated vesting to conform to the proposal and the views of the majority of shareholders who favored it, said Bill Day, Valero spokesman.
The Gannett board's “executive compensation committee values the views of its shareholders and will take the outcome of the (accelerated vesting) vote into account as it considers future changes to the company's change in control plan,” according to a Gannett statement.
Vote tallies were not available from Valero and Gannett.
