Three Google directors survive challenge over pay

Wed Jun 3, 2015 2:21pm EDT
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By Devika Krishna Kumar and Ross Kerber

(Reuters) - Three Google Inc (GOOGL.O: Quote) compensation committee members were re-elected on Wednesday, the technology company said at its annual meeting, despite a challenge from a high-profile proxy adviser that raised concerns over executive pay.

Google did not immediately detail by how much of a margin the directors won re-election at the meeting, which was webcast. Proxy adviser Institutional Shareholder Services had recommended that Google shareholders withhold votes for the three directors, saying "mega grants" provided to Executive Chairman Eric Schmidt and Chief Business Officer Omid Kordestani were "problematic."

ISS recommended that votes be withheld for Google compensation committee members John Doerr, Paul Otellini and Ram Shriram. ISS also recommended investors withhold votes from Google director John Hennessy, president of Stanford University, citing what it said is his role as a non-independent member of the board's nominating committee.

The recommendations were unusual for ISS, which urged votes against directors at S&P 500 companies only 3 percent of the time in 2014.

Google said all its director candidates won election. Several shareholder proposals were also defeated at the meeting, Google said, including proposals to require a majority vote standard for the election of directors and to report on the costs of renewable energy investments.

Google awarded Schmidt $100 million in restricted stock units last year - the second time in less than three years that the company's former CEO has received an equity award of that size.

Kordestani, who was re-hired in October to become chief business officer, received a $60 million equity award and a one-time $65 million supplemental equity award.

He also received a sign-on bonus of $5 million.   Continued...

A logo is pictured at Google's European Engineering Center in Zurich April16, 2015.  REUTERS/Arnd Wiegmann