Wyly slate defeated as CA board is re-elected

Wyly slate defeated as CA board is re-elected

Shareholders today re-elected the 10-member board of Computer Associates International, defeating the slate proposed by Texas investor Sam Wyly.

The vote ended a contentious two-month battle for control of the Islandia, N.Y.-based software company.

According to a statement from the software vendor, all of the company's 10 incumbents received at least 75 per cent of the vote. The 10 re-elected board members are Russell M. Artzt, Linus W. L. Cheung, Alfonse M. D'Amato, Willem F. P. de Vogel, Richard A. Grasso, Shirley Strum Kenny, CA President and CEO Sanjay Kumar, Roel Pieper, Lewis S. Ranieri and Charles B. Wang, chairman and founder of CA.

Final results are expected within the next two to three weeks.

Wyly has been fighting for several months to replace CA's slate of directors, claiming that company mismanagement has hurt shareholders, customers and employees. Wyly sold his company, Sterling Software, to CA in March last year for almost $US4 billion. As part of his bid, he spelled out plans to split CA into four independent units.

In a statement released by Wyly's investment firm, Ranger Governance, board nominee Steve Perkins said the group knew from the beginning that its chances were slim, and he noted that about 30 per cent of CA shares are held by insiders, or people affiliated with the company.

Although disappointed with outcome, Perkins said, "from the beginning of this process, Ranger's primary goal has been to give shareholders a greater voice in their company and to enhance shareholder value."

Perkins said Ranger believes that it has already accomplished many of its objectives by making CA more accountable to its shareholders, customers and employees.

"Although we are disappointed with the outcome of today's vote, we are nonetheless very pleased that many shareholders, independent corporate governance experts and, most importantly, the board and management of CA have recognized that the issues we raised need to be rapidly addressed by the company," Perkins said.

In a statement, Wang thanked shareholders who voted to retain the incumbent board members.

"We are grateful to all of our shareholders for their careful consideration of the issues in this election and their vote of confidence in the current board of directors," Wang said in the statement.

At a press conference after the annual meeting, Wang said the proxy fight was a "sobering experience" that made him realize that CA needs to do a better job of communicating what the company is doing for its customers.

Wang said CA is committed to putting more people on its board, improving relations with customers and listening to investors.

A CA spokeswoman added that the company wants to better communicate with its customers about CA's products, the company's new business model and what management is doing.

Valerie O'Connell, an analyst at Aberdeen Group Inc. in Boston, said CA has shown that it needs to improve communication with its customers. "CA has a customer relationship organization that reports directly to Sanjay Kumar that is separate but equal to its sales force, but no one knows about that," she said. "CA needs to keep going in its current direction, but it has to let people know what it is doing."

On a lighter note, O'Connell added, "Yahoo! It's about time. I hope this silliness is over. I got a call from someone at CA after the meeting, and there'll be precious little productivity at CA today. There's rejoicing in Islandia, at least at the worker-bee level."

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