Leading proxy firms seek ouster of HP chairman, directors

Wed Mar 6, 2013 3:25pm EST
 
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By Poornima Gupta

(Reuters) - Two leading proxy advisers on Tuesday urged Hewlett-Packard Co shareholders to oust several directors for their role in the ill-fated 2011 acquisition of British software company Autonomy, with No. 1 proxy firm ISS issuing a rare call to reject Chairman Ray Lane.

ISS, closely followed by investors seeking guidance on controversial issues, has suggested voting against Lane, a managing partner at high-powered Silicon Valley venture capital firm Kleiner Perkins. They also gave fellow board members John Hammergren and G. Kennedy Thompson the thumbs-down.

The recommendation against Lane marked one of the few "special cases" in which ISS has advised shareholders against re-electing the chairman of the board.

In 2012, it recommended against Wal-Mart Stores Inc Chairman Robson Walton and other directors for failing to fully investigate allegations of widespread bribery by company officials in Mexico.

And in 2009, ISS advised shareholders to vote against re-electing Bank of America Chairman Ken Lewis, following its costly acquisition of Merrill Lynch.

"It doesn't happen that often," said Charles Elson, a University of Delaware professor specializing in corporate governance. But Elson said the recommendations at HP seem to reflect specific problems, such as the Autonomy deal, rather than a fundamental shift in approach by the firm.

Also on Tuesday, Glass Lewis recommended shareholders vote to remove four directors - including venture capitalist Marc Andreessen and Rajiv Gupta, along with Hammergren and Thompson.

Both firms blamed the directors for inadequate due diligence relating to the acquisition of Autonomy. HP, which acquired the British firm for $11.1 billion, took a massive writedown on its value last year and accused former Autonomy executives, including then-Chief Executive Mike Lynch, of accounting fraud.   Continued...

 
A view of the Hewlett Packard headquarters in Palo Alto, California November 23, 2009. REUTERS/Robert Galbraith