Nabors Industries Ltd. shareholders, bolstered by major pension funds, voted in the majority against the re-election of three directors, but the rest of the company's board voted unanimously to keep them on the board.
Michael C. Linn received 49.5% vote in favor and John V. Lombardi and John Yearwood each received 46.4% vote in favor. The company allows only “for” or “withhold” votes in director elections.
Messrs. Linn, Lombardi and Yearwood each tendered his resignation after receiving less than a majority of the votes, but the “board determined that acceptance of their resignations would not be in the company's best interests and voted unanimously to reject the resignations,” the company said in a Securities and Exchange Commission filing Thursday.
The C$219.1 billion (US$200.3 billion) Canada Pension Plan Investment Board, Toronto; $180.3 billion Florida State Board of Administration, Tallahassee; C$140.8 billion Ontario Teachers' Pension Plan, Toronto; $124 billon Texas Teacher Retirement System, Austin; $104.1 billion State of Wisconsin Investment Board, Madison; and $14.5 billion Illinois State Board of Investment, Chicago, all withheld in the re-election of the three directors.
The $293 billion California Public Employees' Retirement System, Sacramento, withheld from Messrs. Lombardi and Yearwood.
The $183.8 billion California State Teachers' Retirement System, West Sacramento, voted in favor of the three directors.
Among other proposals, one by the $912 million Central Laborers' Pension Fund, Jacksonville, Ill., calling for directors to be elected by a majority of shareholder votes won 58.32% of the vote in support. All the pension funds voted in favor of the majority-vote proposal.
A proposal by the $150 billion New York City Retirement Systems and $27.1 billion Connecticut Retirement Plans & Trust Funds, Hartford, calling for proxy access to allow shareholders access to corporate proxy materials to nominate candidates for director was defeated by 51.7% of the vote. All the pension funds voted in favor of the proxy-access proposal
A proposal from the Washington-based AFL-CIO Equity Index Fund calling for shareholder approval of performance metrics in executive equity plans was defeated by a 76.6% vote. All the pension funds voted in favor of the metrics proposal, except for CalSTRS, CPPIB and OTPP.
A proposal by the $1.4 billion Bricklayers & Trowel Trades International Pension Fund, Washington, calling for senior executives to retain until retirement 75% of equity compensation was defeated by a 77.6% vote. All the pension funds voted in favor of the retention proposal, except for CalSTRS, CPPIB, OTPP and SWIB.
In addition, shareholders rejected by a 62.4% vote the compensation of Anthony G. Petrello, chairman, president and CEO, and two other senior executives. Mr. Petrollo's total compensation last year was $68.2 million. All the pension funds voted against the executive pay packages.
Shareholders also rejected, by a 64.8% vote, a company-sponsored poison pill anti-takeover measure. All the pension funds, except for CalSTRS, voted against the poison pill measure.
The pension funds' voting is based on their proxy-voting disclosures.
All the shareholder proposals and the say-on-pay vote on executive compensation were non-binding.
Dennis A. Smith, Nabors spokesman, couldn't be reached for comment on whether the company will implement the Central Laborer's proposal on majority vote and CalPERS' proposal on brokerage firm non-votes.