Administration May 8, 2003

Insiders See Computer Associates Winning Proxy Battle

August 29, 2001 (PLANSPONSOR.com) - Board members at Computer Associates International (CA) appear to be the victors in a battle with a group of insurgents led by Sam Wyly, who attempted to gain control of the computer giant.

Reported by

Camilla Klein

According to the Wall Street Journal, citing insiders, votes cast prior to the annual CA shareholder meeting were running in favor of the incumbent board members, including CA founder and Chairman Charles Wang, who Sam Wyly sought to oust.

Wyly, claiming that the board had allowed the company’s share price to languish, while creating a culture that mistreats customers and employees, launched the proxy fight two months ago through his hedge fund Ranger Governance Ltd., in a bid to replace Wang and Chief Executive Officer Sanjay Kumar, and implement a new business structure at the company.

CA countered that it was improving its corporate governance, argued that Wyly plan to break the company into four units would be disruptive and added two new members to its board and pledged to consider adding others.

According Wall Street Journal sources, the incumbent slate had so far received the support of shareholders controlling nearly half of the 577 million common shares outstanding, however, the results were still not certain since those who cast early ballots could still change their votes at the meeting.