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The Association of Members of
IBM UK Pension Plans (AMIPP) |
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(This page created 19 November 2003) |
| A Stockholder Proposal |
Take a look at it and if you want to be a co-sponsor check out the form at
the end. Remember, you can only be a co-sponsor on one stockholder
proposal. If you've signed on to any other proposal, you can't join this one.
IBM Stockholder proposal on Executive Compensation
Resolved: The Stockholders request that the Board of Directors adopt a
policy that the compensation of senior executives will be determined in the
future without regard to any amount of "periodic pension income" from a defined
benefit pension plan that the accounting rules require IBM to treat as an
addition to its income.
Statement of Support
IBM uses criteria to measure and compensate the performance of its senior
executives that include "periodic pension income" from defined benefit pension
plans. In my view, compensation decisions should not be influenced by that type
of income, because it does not reflect the results of operations, money that is
actually available for use by the company, or the actual performance of the
executives involved.
IBM's annual report for 2002 reports "periodic pension income" from various
defined pension benefit plans of about $1.2 billion, or nearly 16% of its
pre-tax income. This compares with $1.5 billion, or 13% of its pre-tax income in
2001, and $1.3 billion, or 11% of its pre-tax income in 2000.
In all, "pension income" accounted for more than $4 billion of IBM's pre-tax
income for those three years. However, as the managing director of Standard &
Poors observed in Investors Business Daily , "It's not the company's money. It
stays in the pension fund." (Oct. 25, 2002)
Despite this fact, the 2003 proxy statement reports that senior executives
were given millions of dollars in performance-based compensation based, in part,
on either net income or earnings-per-share. >From 2000 through 2003, this
compensation included more than $35 million in annual bonus awards, in addition
to $23 million in restricted stock and $28 million in cash under the Long Term
Incentive Plan.
Under these circumstances, it appears that the amounts of performance-based
compensation were significantly increased on the basis of the $4 billion of
reported "pension income." To compound the incongruity, the 2003 proxy statement
states that IBM paid the equivalent sum of approximately $4 billion into its
U.S. pension plan -- "$2.1 billion in cash with the remaining $1.9 billion in
IBM stock" -- in order to assure that it is "fully funded."
I believe IBM has violated the principle of pay for performance by including
"pension income" in the measures of performance that it uses to compensate
executives. As a Business Week article has noted, that type of income makes
corporate earnings "look better than what's really happening with their
businesses" (Aug. 13, 2001).
My proposal won 18% of the votes cast at the 2003 Annual meeting. Since
then, I have learned that McDermott International has agreed to exclude pension
income from its executive compensation decisions, and that General Electric had
decided to do so for its long term incentive plan. In addition while
Institutional Shareholder Services did not support the proposal in 2003, it
emphatically declared that"pension income should not be used to boost executive
pay."
With your support, our board may decide to make this important change in
compensation policy.
_____________________________________________________________________________
The co-sponsor form follows:
Subject: Co-Sponsors
Office of the Secretary
IBM Corp.
New Orchard Road
Armonk, NY 10504
corpsecy@us.ibm.com
Sir:
Please add my name as a co-sponsor of the 2004 IBM Stockholder Proposal on
Executive Compensation submitted by Donald S. Parry
Full Name____________________________________
Home Street Address___________________________
Home City Address____________________________
Home State and Zip______________________________
Home e-mail________________________________
I own at least one share of IBM stock Yes______ No____
If yes how many shares___________
Optional: Please provide the following to help IBM identify you as an owner
of shares.
FCTC/Equiserve acct #_____________
and/or broker(including TDSP)____________
Donald Parry
dsparry@earthlink.net