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SWY » Topics » STOCKHOLDER PROPOSAL REGARDING SEPARATE VOTE ON GOLDEN PAY

This excerpt taken from the SWY DEF 14A filed Apr 12, 2006.

STOCKHOLDER PROPOSAL REGARDING SEPARATE VOTE ON GOLDEN PAY

 

Mr. Nick Rossi, P.O. Box 249, Boonville, California 95415, who owns 200 shares of Common Stock, has given notice that he intends to present the following proposal for consideration at the Annual Meeting:

 

5 – Separate Vote on Golden Pay

 

RESOLVED:  Separate Vote on Golden Parachutes or Golden Hellos. Shareholders recommend that our Board of Directors adopt a policy (in our bylaws if practicable) that any merger, which includes golden parachutes or golden hellos, be required to allow shareholders to vote on the dollar amount of such golden pay as a separate item on the same ballot to the fullest extent practicable. This proposal is not intended to unnecessarily limit our Board’s judgment in crafting the requested change in accordance with applicable laws and existing contracts.

 

To Cure a Shareholder Dilemma

 

This proposal is intended to cure a potential shareholder dilemma: Shareholders often have no way to support a potentially profitable merger and at the same time object, through their vote, regarding outrageous golden pay. Some companies have even given golden parachutes to executives who remain on the job. For instance Northrop Grumman gave $150 million in golden parachutes to 400 managers after a proposed merger with Lockheed Martin was nixed by regulators.

 

We as shareholders need a way to object to a potentially profitable merger that includes outrageous golden parachutes or even golden parachutes for managers who keep their jobs.

 

31

Progress Begins with One Step

 

It is important to take one step forward in our corporate governance and adopt the above RESOLVED statement since our 2005 governance standards were not impeccable. For instance in 2005 it was reported (and certain concerns are noted):

 

•   The Corporate Library (TCL) http://www.thecorporatelibrary.com/ a pro-investor research firm rated our company:

“D” in Overall Board Effectiveness

“D” in Board Composition

“D” in Shareholder Responsiveness

Overall Governance Risk Assessment = High

 

•   Mr. Hazen and Mr. MacDonnell had 15-years and 19-years director tenure each – Independence concern.
•   Our Lead Director, Mr. Hazen had 15-years director tenure – Independence concern.
•   Our Audit Committee chairman, again Mr. Hazen had 15-years director tenure – Independence concern.
•   Furthermore Mr. Hazen wielded additional power as the chairman of our Nomination Committee and served on our Compensation Committee.
•   Two of our nominally independent directors had special ties to either our company or Mr. Burd.
•   Mr. Burd’s reputation for maintaining a particularly hard stance with unions is well known. In any event, Safeway’s third quarter reports for 2004 stated that our company had yet to recover fully from the impact of the 2003 strike
•   Cumulative voting was not allowed.
•   Three directors each owned zero stock – Company confidence concern.
•   Our directors can be re-elected with one yes-vote from our 400 million shares under plurality voting.

 

These less-than-best practices reinforce the reason to take one step forward and adopt this proposal.

 

Separate Vote on Golden Pay

Yes on 5

 

Board Recommendation

 

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