Tyco Shareholders Turn Thumbs Down on Proposals

March 25, 2004 (PLANSPONSOR.com) - Tyco International shareholders overwhelmingly turned aside proposals to move the scandal-tainted conglomerate's incorporation back to the United States and to strictly limit executive compensation

Fewer than 100 shareholders attended the session and most of those who spoke offered positive opinions of Tyco’s new managers, the Associated Press reported. That was despite some shareholder anger over Tyco’s low stock price – less than half its $60 per-share height – and the history of heavy debt and tarnished reputation left by its previous top executives.

Tyco executives, though, focused on the future and the company’s improving financial results. “We continue to build momentum in our efforts to transform Tyco into a world class company,” reducing debt, increasing cash flow, streamlining some operations and cutting costs, chief executive officer Ed Breen told shareholders, according to the AP.

The scandal appeared to be a factor in the proposal by the pension fund of the American Federation of State, County and Municipal Employees to move Tyco’s official headquarters back to the United States from Bermuda.   That proposal was rejected by at least 93% of proxies cast in advance, possibly because a proposal to increase shareholder rights easily passed.

The proposal to hold executive salaries and bonuses to a maximum of $1 million each per year and to limit other compensation drew only about 5% of the votes. The board opposed it, saying the move would hurt Tyco’s ability to attract top talent.

The meeting comes as former CEO L. Dennis Kozlowski and former chief financial officer Mark Swartz were awaiting a New York jury’s verdict on charges they illegally spent millions of company funds on lavish perks — including a $15,000 umbrella stand and a $6,000 shower curtain in a Fifth Avenue apartment used by Kozlowski. They’re also accused of netting $430 million more by pumping up Tyco stock prices and then selling their shares.