The C$272.9 billion ($204.8 billion) Canada Pension Plan Investment Board, Toronto, plans to vote in favor of the proposed merger of Towers Watson and Willis Group Holdings.
The CPPIB, however, plans to vote against the golden parachute severance packages for John J. Haley, Towers Watson chairman and CEO, and other Towers Watson top executives, according to the pension fund’s proxy-voting disclosure. Mr. Haley, who would become chairman and CEO of the new Willis Towers Watson, would receive $13.2 million in severance under terms of the proposal.
Proxy-voting advisory firms Institutional Shareholder Services and Glass Lewis are recommending their clients vote against the proposed merger. But ISS supports the golden parachutes, while Glass Lewis opposes them.
Egan-Jones Proxy Services is recommending Towers Watson shareholders vote in favor of the proposed merger and the golden parachutes.
The merger requires approval of Towers Watson shareholders. The merger is not conditioned on approval of Willis shareholders, who are being asked to approve a stock issuance, name change and a share reserve split upon completion of the merger. CPPIB supports the Willis proposals.
The special meetings of Towers Watson and Willis are Wednesday.