American Tower Corp ($AMT) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/21/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/13/2013. I voted with management 100% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime)
I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.
Few firms admit to having average executives. They generally set compensation at above average for their “peer group,” which is often chosen aspirationally. While the “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average,” it doesn’t work well for society to have all CEOs considered above average, with their collective pay spiraling out of control. We need to slow the pace of money going to the 1% if our economy is not to become third world.
AMT’s Summary Compensation Table shows James D. Taiclet, Jr., CEO and Board Chairman, was the highest paid named executive officer (NEO) at about $11.2M in 2012. I’m using Yahoo! Finance to determine market cap ($32.9B) and Wikipedia’s rule of thumb regarding classification. AMT is a large-cap company. According to the United States Proxy Exchange (USPX) guidelines (pages 9 & 10), using data from Equilar, the median CEO compensation at mid-cap corporations was $10.8 million in 2010.
How I voted (CorpGov) below:
| # | PROPOSAL TEXT | CorpGov | CalSTRS | CBIS | AFSCME |
|---|---|---|---|---|---|
| 1a | Raymond P. Dolan | For | For | For | For |
| 1b | Ronald M. Dykes | For | For | For | For |
| 1c | Carolyn F. Katz | For | For | For | For |
| 1d | Gustavo Lara Cantu | For | For | For | For |
| 1e | JoAnn A. Reed | For | For | For | For |
| 1f | Pamela D.A. Reeve | For | For | For | Against |
| 1g | David E. Sharbutt | For | For | For | For |
| 1h | James D. Taiclet, Jr. | For | For | For | Against |
| 1i | Samme L. Thompson | For | For | For | For |
| 2 | Ratify Auditors | For | For | Against | Against |
| 3 | NEO Compensation | For | For | For | For |
| 4 | Right to Call Special Meeting | For | For | For | For |
Pursuant to Rule 14a-8 promulgated under the Exchange Act, in order to be included in the Proxy Statement and form of proxy relating to our 2014 Annual Meeting, we must receive any proposals of stockholders intended to be presented at the meeting no later than December 12, 2013. In addition, any proposals must comply with the other requirements of Rule 14a-8.
Looking at SharkRepellent.net, I don’t see much left in the way of entrenchment devices.
American Tower Corporation’s ISS Governance QuickScore as of May 1, 2013 is 1. The pillar scores are Audit: 1; Board: 5; Shareholder Rights: 1; Compensation: 3. Brought to you by Institutional Shareholder Services (ISS). Scores range from “1” (low governance risk) to “10” (higher governance risk). Each of the pillar scores for Audit, Board, Shareholder Rights and Compensation, are based on specific company disclosure.
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