April 28, 2015 / 3:13 PM / in 2 years

UPDATE 2-Barrick vows to fix executive pay plan after investor rejection

(Recasts with pledge to fix plan; adds comments, vote on directors and share price move)

By Euan Rocha

TORONTO, April 28 (Reuters) - Barrick Gold Corp Chairman John Thornton promised to fix the miner’s executive compensation plan, especially his own package, on Tuesday after shareholders voted overwhelmingly to reject it, the second such rejection in three years.

Although the final tally of the nonbinding say-on-pay vote was not in, Thornton said early returns indicated that about 75 percent of shareholders who voted rejected the plan.

“Now that is obviously not where we want to be. And that’s obviously not where you want us to be. So I want you to know that we have heard you loud and clear,” Thornton said at Barrick’s annual meeting in Toronto.

Although say-on-pay shareholder votes are not mandatory in Canada, and companies are not required to take action on the outcomes, they are important barometers of investor attitudes.

Thornton said Barrick, the world’s biggest gold producer, will take the shareholder feedback and “refine” its compensation plan.

Thornton, who became executive chairman a year ago when he replaced company founder Peter Munk, said Barrick wants next year’s vote on compensation to be “at a minimum the opposite of the vote this year, and preferably a whole lot better than that”.

In the lead-up to Tuesday’s meeting, some major investors, including the CPP Investment Board, Canada’s largest pension fund manager, said they would vote against Barrick’s pay plan and withhold votes for some or all director nominees to express their unhappiness.

“Shareholders want these lavish rewards to be given once the performance has been demonstrated, not in advance,” said David Anderson, CEO of executive advisory firm Anderson Leadership Group.

At the heart of shareholder discontent was the $12.9 million Barrick paid to Thornton in 2014. That was a 36 percent increase on his 2013 package and came after a year in which Barrick’s stock price fell 39 percent and underperformed its peers.

Two years ago, 85 percent of shareholders who voted came out against Barrick’s pay plan after Thornton was awarded an $11.9 million signing bonus.

That outcry led Barrick to introduce a new compensation program in March 2014 that tied pay more closely to performance and included pay in shares that cannot be sold until an executive retires or leaves the company. Last year shareholders backed Barrick’s pay plan.

Despite weaker-than-expected earnings released on Monday, Barrick’s stock was up nearly 3 percent at C$15.97 on Tuesday on a firmer gold price.

All 13 directors nominated by Barrick were appointed to its board. (Additional reporting by Susan Taylor and John Tilak in Toronto; Writing by Nicole Mordant in Vancouver; Editing by Peter Galloway and Jeffrey Hodgson)

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