So why is this man smiling?

Because he owns a big chunk of Netflix stock. And that stock has gotten much, much more valuable in the last 12 months.

A year ago, when Netflix was trading at $106, Hastings owned a 4.4 percent stake in the streaming video company, which was worth $265 million. Today, Hastings’s stake is up to 4.5 percent (more than half his ownership comes via options); at $215 a share, it is worth $559 million.

That is: The value of Reed Hastings’s Netflix holdings increased by almost $300 million in the last 12 months.

So he’s probably not smarting from a one-year pay cut.

Just in case he was, Netflix has boosted his 2013 pay. His salary will increase from $500,000 to $2 million, and he’ll get an option allowance of $2 million, up from $1.5 million.

If you want to see another happy Netflix shareholder, by the way, talk to Carl Icahn. Icahn accumulated a 9.9 percent stake in Netflix last fall, paying $58 a share. Today those shares are worth nearly $1.2 billion, which means Icahn is up close to $900 million in less than a year.

The Houston-based investment company owns 3.9 percent of Clearwire and has already sued Clearwire and its directors, arguing that they have breached their fiduciary duties in accepting Sprint’s offer.

The deal still requires the approval of shareholders representing a majority of the shares not held by Sprint. In hiring proxy-solicitation firm D. F. King & Co., Crest is signaling its intent to extend its opposition into a full-on proxy fight. Crest also demanded that Clearwire make available its list of shareholders.

“Crest Financial believes that Clearwire’s shareholders will reject Sprint’s unfair offer for Clearwire,” Crest general counsel Dave Schumacher said in a statement. “Crest is determined to do whatever it can to stop Sprint’s efforts to extract for itself the value of Clearwire’s trove of wireless spectrum and to harm minority shareholders and the public interest.”

Satellite TV company Dish Network has made its own bid for Clearwire, which holds a significant amount of spectrum in addition to operating a wholesale wireless network.

Dell’s board of directors confirmed what CNBC first reported yesterday in a filing with the U.S. Securities and Exchange Commission that contains the letter that Icahn sent, and which you can read below.

In the letter, Icahn argues that the proposal to buy shareholders out at a price of $13.65 a share “substantially undervalues” the company. Instead, Icahn proposes that in the event that the proxy vote to go private fails — and there’s a good chance that it will — the company would pay shareholders a special dividend of $9 a share, to be financed by a combination of existing cash on hand, receivables and debt.

If the board refuses the proposal, Icahn intends to fight: Submit a new slate of directors who would be committed to implementing the special dividend. Icahn would then provide as much as $5.25 billion in bridge loans, should they be needed.

Icahn also threatens “years of litigation” in the event the go-private deal does go through.

In response, the special committee of Dell’s board handling the go-private business said in the filing that it is running a “go-shop” process to seek out third parties who might make a better offer. Yesterday, Bloomberg News reported that Hewlett-Packard, Lenovo and private equity fund Blackstone are using that go-shop process to kick Dell’s tires and get a look at Dell’s books, but that an alternative bid is unlikely from them.

Here’s what Dell’s special committee had to say about Icahn’s approach:

“The Special Committee is currently conducting a robust ‘go-shop’ process to determine if there are third parties interested in proposing alternative transactions that could be superior for Dell’s public shareholders to the going-private transaction — and we welcome Carl Icahn and all other interested parties to participate in that process. Evercore Partners, an independent financial advisor to the Special Committee, is actively soliciting third parties to determine their potential interest and is incentivized to find a superior proposal if one exists.

The process will run through March 22, 2013, after which negotiations will continue if a potentially superior proposal emerges. Our goal is to secure the best result for Dell’s public shareholders — whether that is the announced transaction or an alternative.”

And here’s Icahn’s letter:

Icahn Enterprises L.P.
March 5, 2013
Board of Directors
Dell Inc.
One Dell Way
Round Rock, Texas 78682

Attn.: Laurence P. Tu
Senior Vice President, General Counsel and Secretary
Re: Agreement and Plan of Merger, dated as of February 5, 2013
(the “Going Private Transaction”).

Dear Board Members:

We are substantial holders of Dell Inc. shares. Having reviewed the Going Private Transaction, we believe that it is not in the best interests of Dell shareholders and substantially undervalues the company.

Rather than engage in the Going Private Transaction, we propose that Dell announce that in the event that the Going Private Transaction is voted down by shareholders, Dell will immediately declare and pay a special dividend of $9 per share comprised of proceeds from the following sources: (1) $4.26 per share, or $7.4 Billion, from available cash as proposed in the Going Private Transaction, (2) $1.73 per share, or $3 Billion, from factoring existing commercial and consumer receivables as proposed in the Going Private Transaction, and (3) $4.26, or $5.25 Billion in new debt.

We believe that such a transaction is superior to the Going Private Transaction because we value the proforma “stub” at $13.81 per share using a discounted cash flow valuation methodology based on a consensus of analyst forecasts. The “stub” value of $13.81 combined with our proposed $9.00 special dividend gives Dell shareholders a total value of $22.81 per share, representing a 67% premium to the $13.65 per share price proposed in the Going Private Transaction. We have spent a great deal of time and effort in determining the $22.81 per share value and would be pleased to meet with you to share our analysis and to understand why you disagree, if you do.

We hope that this Board will agree to adopt our proposal by publicly announcing that the Board is committed to implement our proposal if the Going Private Transaction is voted down by Dell shareholders. This would avoid a proxy fight.

However, if this Board will not promise to implement our proposal in the event that the Dell shareholders vote down the Going Private Transaction, then we request that the Board announce that it will combine the vote on the Going Private Transaction with an annual meeting to elect a new board of directors. We then intend to run a slate of directors that, if elected, will implement our proposal for a leveraged recapitalization and $9 per share dividend at Dell, as set forth above. In that way shareholders will have a real choice between the Going Private Transaction and our proposal. To assure shareholders of the availability of sufficient funds for the prompt payment of the dividend, if our slate of directors is elected, Icahn Enterprises would provide a $2 billion bridge loan and I would personally provide a $3.25 billion bridge loan to Dell, each on commercially reasonable terms, if that bridge financing is necessary.

Like the “go shop” period provided in the Going Private Transaction, your fiduciary duties as directors require you to call the annual meeting as contemplated above in order to provide shareholders with a true alternative to the Going Private Transaction. As you know, last year’s annual meeting was held on July 13, 2012 (and indeed for the past 20 years Dell’s annual meetings have been held in this time frame) and so it would be appropriate to hold the 2013 annual meeting together with the meeting for the Going Private Transaction, which you have disclosed will be held in June or early July.

If you fail to agree promptly to combine the vote on the Going Private Transaction with the vote on the annual meeting, we anticipate years of litigation will follow challenging the transaction and the actions of those directors that participated in it. The Going Private Transaction is a related party transaction with the largest shareholder of the company and advantaging existing management as well, and as such it will be subject to intense judicial review and potential challenges by shareholders and strike suitors. But you have the opportunity to avoid this situation by following the fair and reasonable path set forth in this letter.

Our proposal provides Dell shareholders with substantial cash of $9 per share and the ability to continue as owners of Dell, a stock that we expect to be worth approximately $13.81 per share following the dividend. We believe, as apparently does Michael Dell and his partner Silver Lake, that the future of Dell is bright. We see no reason that the future value of Dell should not accrue to ALL the existing Dell shareholders — not just Michael Dell.

As mentioned in today’s phone call, we look forward to hearing from you tomorrow to discuss this matter without the need for us to bring this to the public arena.

Very truly yours,
Icahn Enterprises L.P.
By: Carl C. Icahn
Chairman of the Board

Last week, the fight between Apple and pugnacious hedge fund investor David Einhorn of Greenlight Capital went all flat when he withdrew a lawsuit after the company yanked a proxy proposal that would have allowed shareholders to vote on eliminating preferred stock from the company charter.

But the real issue at the core of the fight — the massive mountain of $137 billion in a cash hoard that Apple holds and that Einhorn wants it to distribute in some fashion to shareholders — still remains.

It’s not clear what Apple will do now, especially since a lot of it is overseas. But execs have indicated that they are evaluating what to do to best serve nervous investors, who have bidded the stock down 40 percent since the fall. While it’s not clear what that will be, it’s also pretty likely Apple will do something.

Until the company decides, though, I have some good ideas for CEO Tim Cook to consider:

* Apple could purchase 1,567,506 Tesla Model S Performance vehicles with 85 kWh battery and a carbon fiber spoiler at $87,400 each, which would effectively allow CEO Elon Musk to buy the New York Times (a bargain at $1.42 billion!) and use it as his own personal blog.

* It could buy 17.9 houses for each Yahoo employee located near its Sunnyvale, Calif., HQ, so they could be super-close to work, per CEO Marissa Mayer’s wishes. That breaks down to 206,015 overall homes for 11,500 workers, at a median sales price of $665,000 for the area.

* Apple could acquire a big chunk of the Internet all at once, including Groupon ($3.36 billion), Yahoo ($25.95 billion), Facebook ($61.7 billion), Twitter ($10 billion), LinkedIn ($18.32 billion), Yelp ($1.47 billion), AOL ($2.81 billion), Pandora ($2.09 billion), Zynga ($2.69 billion), OpenTable ($1.32 billion) and, finally, Pinterest ($2.5 billion). Phew.

* It could pay Andrew Mason’s $378.36 severance after getting jacked as CEO of Groupon 364,013,179 times over.

* Apple could pay for 97,857 parties for Yammer’s David Sacks’s 40th birthday (at $1.4 million each). Snoop Dogg included.

* It could foot the bill for the budget cuts to save the U.S. government $85 billion this year, so Americans could stop having to say “sequester.”

* Apple could buy $329 16 gigabyte Wi-Fi iPad minis for 416,413,374 people — everyone in the U.S. (315,429,318), plus France and Spain.

* Or it could just give the 7,069,909,686 people on the planet $19.38 each, and call it a day.

* Apple could use $1 bills to carpet an area of 560 square miles, which would more than cover Silicon Valley.

* Finally — and I think this would be a nice gesture to make up for calling his efforts a “silly sideshow” — Apple could give Einhorn 15.56 times the value of his $8.8 billion fund.

Or, of course, not.

Just moments ago, Apple issued a statement essentially saying it will comply with the ruling of Manhattan federal judge Richard Sullivan issued earlier today saying the proposal improperly bundled too many terms together into one.

Here’s Apple’s statement in full:

“We are disappointed with the court’s ruling. Proposal #2 is part of our efforts to further enhance corporate governance and serve our shareholders’ best interests. Unfortunately, due to today’s decision, shareholders will not be able to vote on Proposal #2 at our annual meeting next week.”

Einhorn triggered a kerfuffle with Apple a few weeks ago saying the proposal — number two on Apple’s proxy — removed the possibility of perpetual preferred shares from Apple’s corporate charter. He argued such preferred shares — he calls them iPrefs — would be a great way for Apple to distribute more of its massive hoard of cash ($137 billion at last count) to shareholders, beyond the existing dividend. He sued Apple, arguing it wasn’t properly following SEC rules with the proposal, and the judge agreed. Apple CEO Tim Cook had called the lawsuit “bizarre.”

The meat of the opinion is on page 10:

“Having carefully reviewed the record before it, the Court finds that Greenlight and Gralnick face irreparable harm if they are compelled to vote on Proposal No. 2 in violation of SEC rules. By voting either against the slate of amendments and thus against two amendments they support, or for the amendments – including the offending “blank check” provision that they oppose – Greenlight and Gralnick will have been forced to vote on a package of items for which they did not have a single position, and denied the right to inform management of their views on specific items.”

Sullivan goes on:

Apple’s arguments in opposition fundamentally misunderstand the harm alleged. For instance, Apple insists that there is no irreparable harm because the “blank check” amendment will not eliminate the company’s power to issue preferred stock. (Opp’n to Green. 17-18.) But the harm is that Greenlight and Gralnick will be forced to cast an unrepresentative and illegal vote, not that they might be denied their desired substantive outcome. Apple’s contention that any harm is mooted because shareholders could reinstate the “blank check” provision through a later proxy vote is likewise beside the point.

Here’s the full decision:

Greenlight Ruling by Arik Hesseldahl

Like me, David Einhorn — the brainy hedge fund star who is currently engaged in a proxy battle with Apple over a corporate governance procedure, related in this case to how to deal with its $137.1 billion cash hoard — is a bit of a night owl (or, in his case, an early riser).

So, when I pinged him around midnight PT about the conference call his Greenlight Capital is having with investors later today to better explain his effort to thwart an Apple effort to make it harder to issue preferred shares that pay a dividend, he offered to chat right then about what he was up to.

Einhorn has been fighting with Apple over its plan to let shareholders vote on the issuance of preferred stock, after the longtime Apple bull got no satisfaction from lobbying its board to issue preferred shares.

He then sued the company seeking an injunction to stop or invalidate next week’s vote on the company proxy proposal related to “blank check” preferred stock.

As The Wall Street Journal noted:

Mr. Einhorn’s lawsuit, filed in the federal court in Manhattan, argues that the very formulation of Apple’s proxy statement violates Securities and Exchange Commission rules that allow shareholders to vote on “each matter” in the proposals. The suit seeks a court injunction against Apple’s proxy vote, and says he asked twice this week for the company to stop the vote or to “unbundle” the proposal at issue, but was rejected by the company.

Although the Silicon Valley tech giant said it was talking to Einhorn, Apple CEO Tim Cook also hit back at an investment conference recently, saying that Greenlight’s legal moves were a “silly sideshow” and a distraction.

That said, a judge in the case later contended that there was a “likelihood of success” in Greenlight’s case.

Thus, in a time-honored blabby hedge-fund-dude manner, Einhorn decided to make his case even more noisily about the proxy proposal, which is up for a vote at Apple’s Feb. 27 annual meeting.

“We’re going to explain ourselves better, because I think that there has been reaction where people are asking, ‘Why don’t they just raise their dividend or do a buyback?’” said Einhorn in an interview. “We think the preferred stock idea is a lot better, and once people understand it, we want people to convert from worrying that it is complicated to wondering ‘Since it makes so much sense, why doesn’t Apple do that?’”

It sounds so easy, but it has not been, with a heated debate occurring since Greenlight went after Apple, and some dubious of Einhorn. This has clearly caused a lot of confusion that he said he hopes to clear up.

For example: “I think it is peculiar that people are focused on the blank-check preferred and taking away a takeover defense, since no one is going to be taking over Apple.”

Einhorn said he bears no ill will toward Apple over the capital allocation issue, which he said was typical across the tech scene.

“Apple has collected this cash hoard due to cultural issues within the industry and also within the company, some of which are partly understandable. Tech companies have learned over time they need to have cash in case of trouble, and there is also an element of comparing balance sheets. There is always a rationalization to justify any situation,” Einhorn said. “But we do not want to convince them to undo their cultural view. We want them to unlock value for shareholders. In this case, the cash is a product of Apple’s success, but it developed from being like several others to an extraordinary level because of Apple’s extraordinary success.”

While some have painted him as an Apple attacker, Einhorn begs to differ.

“I like that what we are offering is a win-win for everyone. There has been a lot of conflict around why Apple is holding so much cash for a long, long time,” he said. “We have a solution that allows shareholders to see that value and Apple to keep that cash.”

We’ll see, when Greenlight presents its case later today, doubtless with all kinds of fancy charts and graphs and numbers that will flummox my tiny brain. Until then, here’s its official press release on the call:

GREENLIGHT CAPITAL ANNOUNCES FEBRUARY 21 CONFERENCE CALL AND WEBCAST TO DISCUSS APPLE’S CAPITAL ALLOCATION STRATEGY AND ALTERNATIVES

Urges Shareholders Vote AGAINST Apple’s Attempt To Amend Charter and Eliminate Ability To Issue Preferred Stock In Proposal 2; Apple Must Explore All Value Creation Options

NEW YORK — February 20, 2013 — Greenlight Capital, Inc. (“Greenlight”), a value oriented, research-driven investment management firm, today announced that it will host a public conference call and webcast to discuss Apple Inc.’s (NasdaqGS: AAPL) capital allocation strategy and Greenlight’s proposal to unlock significant value for all shareholders. Greenlight continues to ask shareholders to vote AGAINST Proposal 2 in Apple’s proxy, which would eliminate preferred stock from Apple’s charter and restrict the Board’s flexibility on capital allocation decisions. On the call, Greenlight will provide additional details regarding the options available to Apple, including the merits of Greenlight’s suggestion of distributing perpetual preferred stock to Apple shareholders for free.

The conference call and webcast will take place on February 21, 2013 at 2:00 p.m. Eastern. The conference call may be accessed by dialing 1-800-901-5241 (U.S. callers) or 1-617-786-2963 (International callers) and entering the passcode 62063868#. Those who intend to participate in the call should dial in at least 20 minutes in advance. A replay of the call will be available through March 6, 2013 by dialing 1-888-286-8010 (U.S. callers) or 1-617-801-6888 (International callers) and entering the passcode 45128663#. The webcast can be accessed by visiting www.media-server.com/m/p/aj2p6kq7.

In the response, filed in the U.S. District Court for the Southern District of New York Wednesday, Apple said the proxy proposal does not improperly bundle several provisions together, as Greenlight alleges. The filing states that bundling only occurs when “discrete, material proposals are combined in a manner that puts shareholders to an unfair choice.”

Read the rest of this post on the original site »

In a statement issued a few minutes ago, Apple said it is in “active discussions about returning additional cash to shareholders,” and said it would “thoroughly evaluate Greenlight Capital’s current proposal to issue some form of preferred stock.”

The talks come as Greenlight Capital has sued Apple over a plan its CEO David Einhorn says could generate as much as $32 a share through the issuance of preferred stock.

Einhorn launched a public campaign today alongside the lawsuit, urging Apple shareholders to vote against a proposal in Apple’s proxy that he argued would eliminate preferred stock from the corporate charter.

In its statement, Apple disputes Einhorn’s view of the proposal, the second going before shareholders on its latest proxy statement: “As part of our review, we will thoroughly evaluate Greenlight Capital’s current proposal to issue some form of preferred stock. We welcome Greenlight’s views and the views of all of our shareholders.”

Apple’s hoard of cash — it counts both cash and short- and long-term investments in its cash position — has grown substantially in recent years to north of $137 billion as of its most recent quarter ended in December. The cash, easily the largest among tech companies, and among the highest cash positions of all corporations in the world, comes from Apple’s considerable generation of free cash flow: $23 billion went straight into its coffers last quarter alone, and it hasn’t had debt for years.

Last year, Apple initiated a quarterly dividend payment to shareholders of $2.65 a share in partial reaction to shareholder outcry.

Here’s the full statement from Apple:

Statement by Apple
By early last year, Apple’s cash balance had built to a point beyond what we needed to run our business and maintain flexibility to take advantage of strategic opportunities, so we announced a plan to return $45 billion to shareholders over three years. As of next week we will have executed $10 billion of that plan.

We find ourselves in the fortunate position of continuing to generate large amounts of cash, including $23 billion in cash flow from operations in the last quarter alone.

Apple’s management team and Board of Directors have been in active discussions about returning additional cash to shareholders. As part of our review, we will thoroughly evaluate Greenlight Capital’s current proposal to issue some form of preferred stock. We welcome Greenlight’s views and the views of all of our shareholders.

As a part of our efforts to further enhance corporate governance and serve our shareholders’ best interests, Proposal #2 in our proxy includes some recommended changes to our articles of incorporation. These changes were recommended independently of Greenlight’s proposal and would not preclude Apple from adopting their concept. Contrary to Greenlight’s statements, adoption of Proposal #2 would not prevent the issuance of preferred stock.

Currently, Apple’s articles of incorporation provide for the issuance of “blank check” preferred stock by the Board of Directors without shareholder approval. If Proposal #2 is adopted, our shareholders would have the right to approve the issuance of preferred stock. As such, Proposal #2 has the support of many of our shareholders.

We remain committed to having an ongoing dialogue with our shareholders to get perspectives around return of capital and driving shareholder value.

In a regulatory filing Friday, Clearwire said it opted not to tap financing made available by Sprint for February — a step that could have caused Dish to withdraw its proposal to buy Clearwire for $3.30 a share. Clearwire has agreed to sell itself to Sprint for $2.97 a share.

Read the rest of this post on the original site »

Salesforce shares have been on a tear of late and touched a 52-week high of $175.74 today, closing at $173.86, up more than 47 percent from where they were trading a year ago. The proposal would boost the number of shares from 405 million now to 1.6 billion. It would also push the number of shares owned by CEO Marc Benioff, the company’s largest non-institutional shareholder, to north of 40 million shares from about 10.2 million shares now.

The thinking about the split, Salesforce says in the filing, is to keep the shares affordable for mainstream investors. At $43 and change, a share of Salesforce would be easier to justify buying than it is at $173 and change. It also makes stock options given to new hires a little more attractive, because there’s a perception that there’s a lot more room to grow. Salesforce puts it like so in the filing:

“The trading price of our common stock has risen significantly over the past several years. The Board regularly evaluates the effect of the trading price of our common stock on the liquidity and marketability of our common stock and believes the considerable price appreciation has made our common stock less affordable and, therefore, attractive to fewer investors. The Board believes that this considerable price appreciation, and the associated reduction in number of shares of stock covered by equity awards we issue to newly hired and existing employees, has reduced the perceived attractiveness of our employee equity awards.”

The filing shows that CEO Meg Whitman earned more than $15.3 million during 2012, even though her base salary was only $1. The majority of her pay came in the form of share and options grants worth more than $13 million, almost none of which are yet vested. She also earned a $1.7 million bonus under HP’s PfR or “Pay for Results” bonus plan.

Under that plan, bonuses are awarded based on performance metrics including revenue, free-cash flow and achievement of management by objective (MBO) goals. There was also $220,000 in miscellaneous income, most of which had to do with her use of HP’s aircraft.

CFO Cathie Lesjak earned $6.7 million, which included her base salary of $825,011 per year plus $978,000 worth of stock options that vested during the year, plus $519,000 under the PfR bonus plan. She received another $4.8 million in combined share grants and options. The combined package is smaller than the $10 million she earned in salary, bonuses and options awards in 2010.

Enterprise business head Dave Donatelli earned the same base salary as Lesjak, but also received $1.15 million worth of stock options that vested during the year, plus another $519,000 under the PfR bonus plan and nearly $6 million worth of share grants and options.

John Hinshaw, the EVP who joined HP from Boeing in 2011, earned a combined $8.2 million in 2012, including $5.1 million in share grants and options. He has recently been tasked with cutting $3.5 billion out of HP’s annual operating budget by the end of 2014.

Todd Bradley, head of the Printing and Personal Systems Group, earned $7.4 million including $2.7 million in share grants and options. His base salary was $850,000 and he earned a PfR bonus of $587,000.

The filing also shows what two exiting execs were paid on their way out the door. Former head of the printing unit Vyomesh “VJ” Joshi, pushed out in a significant shakeup in March, collected $1.6 million in severance. He is also receiving about $3.3 million in four equal cash installment payments that end in October of 2013. He left HP owning 1.4 million shares worth, more than $22 million as of Friday’s closing price.

Another former executive collecting severance pay is John Visentin. He is the former head of Enterprise services, named by former CEO Léo Apotheker. He was fired after HP took an $8 billion charge to write down the value of EDS. That unit, acquired under former CEO Mark Hurd for $13.9 billion in 2008, has been a bit of an albatross around HP’s neck of late. Last year the unit was implicated in an embarrassing foul-up with an Australian bank that required Whitman to fly to Australia.

Visentin was paid a combined $8.3 million, including a base salary of $800,000 and a $2 million bonus connected to his promotion to Executive Vice President. HP also reimbursed him $127,311 for the deposit he made on a house he sought to buy in California, but on which he never closed. He lost out on $3.8 million in combined share grants and options, which were canceled and did not vest when he left. He departed HP owning a little more than 20,000 shares, worth about $330,000.

There are other interesting tidbits in the filing. For one thing, there’s a new policy proposal being put to shareholders that allows any person or group of up to 20 people who own at least 3 percent of HP shares and who has owned them for at least three years to nominate a slate of directors of as much as 20 percent of the board.

The proposal, which requires a vote of two-thirds of all shareholders, is a victory for activist investors over proxy access. Previously, HP shareholders could only vote on the slate of directors nominated by the company. Now if enough shareholders are unhappy, they can nominate their own group of new directors.

It has been a long-simmering controversy in corporate governance circles. Proponents have argued proxy access improves returns to shareholders by forcing boards to be more responsive to them, lest they lose their seats. Without proxy access, investors who want to shake up a board’s membership have been forced to wage expensive public campaigns to sway the votes of shareholders and have had to pay for distributing their own ballots.

As of now, there are only three investors who own enough to meet the 3 percent standard, and they’re all institutional shareholders: Investment firm Dodge and Cox owns 6 percent of HP’s outstanding shares, State Street Corp. owns 5.4 percent and investment firm Blackrock owns 5.2 percent.

HP’s fourth-largest investor, who owns 1.8 percent, already has a seat on the board. Ralph Whitworth, the activist investor with a history of agitating for breaking up the companies he invests in, joined HP’s board in November of 2011. And all indications are that he’s supportive of Whitman and her plans to turn HP around over the next few years. Besides, any board shakeups he may wish to carry out will have to wait for awhile: He doesn’t yet own 3 percent.

Asa Mathat / AllThingsD.com

The filing shows that while Ellison took a token $1 salary, his combined compensation from stock options and other items for the year jumped by 24 percent year on year to north of $96 million from $77.6 million in 2011. Ellison’s compensation package included about $90 million worth of stock options, an $8.4 million $3.9 million incentive payment that was only half one-quarter as large as the maximum allowed under the bonus plan, and a $1.5 million payment for security at his home. Most of the increase can be attributed to the value of the options for 7 million shares that Ellison received. He received the same amount of options last year, and they’re simply worth more this year.

Ellison, the company’s founder, who has run it since 1977, already owns more than 23 percent of the outstanding equity in Oracle, amounting to more than 1.1 billion shares. As of Friday’s closing price, his stake in the company is worth more than $37 billion.

Catz, Oracle’s president and CFO, received a 23 percent raise in total compensation. Oracle reported her combined compensation in salary, stock options and other payments as $51.7 million, up from $42.1 million the year before, including options awards worth more than $48.3 million, and an annual base salary of $950,000. She owns a stake in the company amounting to more than 23.5 million shares, which, as of Friday’s closing price, is worth more than $763 million.

Hurd, who joined the company in 2010 after leaving Hewlett-Packard, where he was CEO, saw his total compensation for the year drop to $51.7 million from $78.4 million the year before. The decrease is because of a big one-time bonus in stock-option grants that Oracle gave him when he joined. His base salary is equal to Catz’s, at $950,000, and also included $48.3 million worth of stock options. Hurd owns 5.4 million shares in the company, which, as of Friday, was worth north of $176 million.

Hurd and Catz also each received a $2.4 million incentive payment out of a possible $10.4 million.

The compensation was for Oracle’s fiscal year 2012, which ended May 31, a period during which the company’s share price fell by 19.5 percent, annual revenue rose by 4.2 percent, and net profits rose by 16.8 percent.

When the stock market opens later today, one interesting indication of the impact of the Apple victory over Samsung in its patent infringement battle will be investor reaction.

A jury in California rendered the verdict in the contentious case — in which more than $1 billion was awarded Apple — after the markets had closed on Friday.

In after-hours trading starting later that day, Apple’s shares rose smartly. The stock is now up almost 2.4 percent, or $15.67, to $678.89. Apple closed Friday afternoon at $663.22, already an all-time high.

On the flip side, today in Asian markets, Samsung’s stock plunged 7 percent.

And even though the South Korean consumer electronics giant has vowed to appeal the decision, this morning will bring the clearest indication of what the financial markets think of the development.

Will Apple soar — especially given that the Silicon Valley icon is expected in the weeks ahead to also be releasing new versions of its hugely popular iPhone and iPad devices?

And whither the shares of Google — a major Samsung mobile partner, whose Android operating system software is at the heart of many of the contested smartphones and tablets?

The big question, of course, is whether Google is seen by Wall Street as a Samsung proxy, with the potential of being a future target of Apple’s lawyers or, perhaps more simply, collateral damage in the fight.

Not surprisingly, the search giant sought to distance itself from the legal melee by finally releasing an ain’t-nobody-here-but-us-chickens statement on the situation last night.

In case you’re keeping track anyway, Google shares closed Friday at $678.63 — ironically, at almost the exact same price as Apple’s.

Please see this disclosure related to me and Google.

Apple versus Samsung Full Coverage

Yahoo’s board has hired Spencer Stuart in yet another CEO search, although sources close to the company said that interim leader Ross Levinsohn is the prime candidate for the position at this point.

“It’s Ross’s to lose,” said one person close to the situation.

Levinsohn was appointed to the job on a temporary basis after the Silicon Valley Internet giant’s last CEO, Scott Thompson, was ousted after a resume-padding controversy.

At the time, the board indicated that there would be a search, although Yahoo Chairman Fred Amoroso said in an employee meeting that he was hoping Levinsohn would get the job.

Still, the move by the company’s directors could add more uncertainty to the already volatile mood at the Silicon Valley Internet giant, which has been rocked by a series of major changes in recent months.

Along with the Thompson fracas and a massive layoff, the board has had a massive turnover — including adding activist shareholder Daniel Loeb of Third Point and two of his colleagues, Michael Wolf and Harry Wilson.

Interestingly, all of the 11 directors are considered independent, according to a proxy filing Yahoo made earlier today.

And — in my humble opinion — they are also all pretty aggressive in their interest in helping run Yahoo beyond the typical board’s job of overall corporate governance.

Case in point: Several board members, along with Levinsohn, have been involved in serious negotiations to settle its patent infringement litigation with social networking giant Facebook.

Oh, it’s a very mouthy group — which is likely to give pause to any experienced exec who Spencer Stuart might query about the very difficult job of turning around Yahoo. (I truly feel for anyone who runs Yahoo, what with listening to all that expected backseat driving and kibitzing.)

The selection of Spencer Stuart is interesting, given that Heidrick & Struggles had done Yahoo’s previous search. But that talent search firm had gotten into it with Thompson, who accused Heidrick of adding a fake computer science degree to his bio. Heidrick vehemently denied the allegation.

The board members of the nominating committee in charge of the search are David Kenny, John Hayes, Thomas McInerney and Wolf. Kenny, who was once considered a Yahoo CEO contender (he now is CEO of the Weather Channel), is chair of the group.

Until we get some clarity, here is Yahoo’s proxy filed today, with all kinds of interesting info to chew on:

YHOO-20120604-DEF14A-20120712

The shareholder advisory service gave the nod to Starboard CEO Jeff Smith and Dennis Miller, a former partner at Spark Capital. ISS noted that Miller seems less committed to the idea that AOL needs to abandon Patch, AOL CEO Tim Armstrong’s expensive local-news bet.

In a press release, AOL claimed its own victory, noting that ISS didn’t back all three of Starboard’s nominees. “We believe that ISS’s recommendation to dismiss Starboard’s full slate is further evidence that Starboard’s nominees are unqualified to lead AOL.” (Correction: An earlier version of this story incorrectly reported that Starboard had nominated eight board members.)

And it didn’t have anything nice to say about Smith and Miller: “We do not believe that Mr. Smith or Mr. Miller have demonstrated a basic understanding of AOL’s business model, nor do we believe that they have a viable plan for AOL other than to break up and liquidate the company.”

AOL filed an investor presentation with the Securities and Exchange Commission today tooting its own horn, in prep for its upcoming annual meeting in which it is still facing a proxy challenge.

In a nutshell, readying to battle an alternate slate put up by Starboard Value: Our stock more than doubled from all-time lows of last summer; our turnaround is turning; we sold a buttload of patents that netted us a truckload of cash; and, of course, we’re not going to settle like Yahoo did with Daniel Loeb of Third Point, because CEO Tim Armstrong’s resume is fine and dandy, thank you very much!

(Okay, I made up the last one, but I am peckish today.)

In any case, AOL shares have indeed been on a fast upward move since the $1 billion patent sale, up 103 percent in the last six months, to close at $27.61 today.

Enjoy the pretty AOL slides:

AOL_Investor_Deck_May24

AOL-20120524-DFAN14A-0

AOL_Investor_Presentation_Release_May24

Yahoo beat Wall Street estimates in its first-quarter earnings report today, with revenue of $1.08 billion and earnings of 23 cents. That’s a gain of 28 percent from a year ago in net earnings and 38 percent per diluted share.

Analysts had been expecting Yahoo to report revenue of $1.06 billion and earnings of 17 cents a share. But, as I reported earlier today, sources had indicated that the results would be on the upside.

Still, revenue was only up year over year by 1 percent — not exactly a great achievement, given exploding growth across the Internet industry. The real drag was the Europe, Middle East and Africa regions, whose revenue was down 9 percent — which Yahoo attributed to the weak economy there — with its “contribution” down 27 percent. That region has been run by Rich Riley, who is now Yahoo’s sales lead in the U.S.

One interesting note: While display revenue was down, search revenue was up. And unique visitors to Yahoo were up 7 percent, which was lower growth than in previous quarters. The reason was declines in search and communications, with media up strongly.

Now, investors are hoping to get more clarity from new CEO Scott Thompson in a call at 2 pm PT about the overall strategy for the troubled Silicon Valley Internet giant, which just restructured its management again and also had layoffs of 2,000 employees.

Thompson has yet to articulate a specific plan beyond the broad strokes of media, commerce and data/platforms as Yahoo’s aim.

But there is a lot more to deal with and in detail, including figuring out its troubled advertising search partnership with Microsoft, the talks around selling off parts of the company’s lucrative Asian assets, Yahoo’s patent lawsuit against Facebook, how Yahoo is going to deal with activist shareholder Third Point’s possible proxy challenge and whether more layoffs beyond recent firings will be needed.

“In the first quarter, Yahoo!’s results came in at the high end of our guidance range and beat consensus on revenue and profits,” Thompson said in a statement. “We also made changes to resize the organization and establish a new leadership structure to quickly deliver the best user and advertiser experiences at scale.”

Until Thompson gives more deets on the earnings call, which I will be liveblogging, here’s Yahoo’s official press release and cool charts on the subject:

YHOO News 2012-4-17 General

YHOO_Q112EarningsPresentation

How much does the Wall Street establishment dislike Google’s proposed share split plan announced Thursday alongside its first quarter earnings report? Apparently, a lot.

The plan essentially calls for Google stock to split two for one, and all shareholders will receive a share in a new class of stock that will have no voting power. The net effect will over time preserve the roughly two-thirds majority that CEO and co-founder Larry Page, co-founder Sergey Brin and Executive Chairman and former CEO Eric Schmidt have over Google’s proxy voting structure.

Shareholders expressed their opinion with their wallets, sending the price of Google shares down by more than four percent on a day when the broader NASDAQ exchange was down by only one percent. The drop reduced Google’s market capitalization by nearly $8.6 billion, which is not a trivial amount, even for a company with a market cap north of $200 billion.

At least one shareholder advisory firm, Philadelphia-based Egan-Jones, has come out strongly in opposition to the plan. “We strongly oppose governance structures, such as currently exists at Google and as proposed, in which the holders of one class of common stock have voting rights with fewer votes per share,” the firm said.

Also on the record in opposition? CalSTRS, the $145 billion California State Teachers’ Retirement System, which owns $400 million worth of Google shares, told Reuters that it’s not happy about the proposal and intends to let Google know about it.

You can expect more fireworks from the likes of Institutional Shareholder Services and Glass-Lewis after Google files its preliminary proxy statement, which will contain a lot more detail about the plan, with the U.S. Securities and Exchange Commission, which it said it will do sometime this week.

In the end, however, even shareholders as large as CalSTRS will have little they can do but vote against the proposal at Google’s next shareholder meeting. The proxy authority Page, Brin and Schmidt already have ensures that the measure will pass. Part of the deal of investing in Google when it first came public in 2004, was putting a lot of faith in management, as the company reminded shareholders this week.

That includes those moments when it puts money and time into seemingly weird things like self-driving cars and computerized eyewear. Those things may not make sense to outsiders, Page argued during a conference call with analysts, but there’s a method to the madness, and as a shareholder you’re kind of expected to roll with it.

Clearly, many with skin in the game aren’t so sure. Sean Egan, president of Egan-Jones, spoke up for that camp in an appearance on Bloomberg TV Friday. I’ve embedded the clip below.

Yahoo leadership, betting it can stave off a challenge from activist shareholder Daniel Loeb of Third Point, has been stepping up efforts to name three additional new board members to replace directors that are leaving.

Yahoo has already named two of the five open slots — former Rovi CEO Fred Amoroso and LiveOps Chairman (and former CEO) Maynard Webb, who was once COO of eBay.

But now, the company is pushing harder to get the last three on board in light of Third Point’s ever-increasing proxy pressure.

Several sources said that Yahoo’s new CEO Scott Thompson has told people inside and outside the Silicon Valley Internet giant that the threat from Third Point, which owns almost six percent of the company, is not as worrisome as some think it could be.

Thus, Yahoo’s headhunting firm Heidrick & Struggles has been contacting a number of high-profile media players about joining the board, including former News Corp. execs Peter Chernin and Tony Vinciquerra, as well as former MTV head Judy McGrath.

Both Chernin and Vinciquerra, sources said, have turned down the prospect of joining the Yahoo board in the midst of a possible proxy battle, along with other massive changes taking place.

Yahoo has not yet been successful at landing the remaining directors.

Meanwhile, Loeb, via saucy letters and filings, has been aggressively making a case that Yahoo should add his alternate slate of directors, including former NBC head Jeff Zucker, to the board. He recently submitted preliminary proxy filing with the Securities and Exchange Commission.

That’s because his cursory discussions with Thompson have apparently led nowhere, causing him to also publicly call for Yahoo to pay more attention to Third Point’s board selections.

If Yahoo names more directors to replace outgoing ones, it will be a slap in the face to Loeb, followed by inevitable ground battle war for investor votes.

Yes, that too.

Here’s a video from the WSJ.com’s “Digits” online tech show I did on the topic:

CEO Meg Whitman, who upon becoming CEO agreed to take an annual base salary of $1, received more than $16 million worth of stock awards. Add on another $372,598 in other compensation, and the total value of her package was north of $16.5 million. Much of that other compensation stemmed from the period when Whitman was a director on HP’s board, and before she was CEO.

Under her employment contract, Whitman received an option to purchase 1.9 million shares of HP stock at a strike price equal to the value of the share price on the date of the grant, and subject to vesting requirements over time. As of today, 1.9 million shares would be worth almost $55 million. Whitman, the filing says, was the only one among the company’s named executive officers to receive an options award during 2011.

The filing also shows that CFO Cathie Lesjak made a base salary of $825,000, plus $9.3 million in stock-based compensation, $679,000 in incentive pay and $101,500 in other compensation, for a total of more than $11 million.

Todd Bradley, executive vice president and head of the Personal Systems Group, the division that HP briefly considered spinning out last year, made a base salary of $850,000, plus $9.3 million in stock-based compensation. He received $464,457 in incentive pay, plus $105,000 in other compensation, for a total just shy of $10.7 million.

Vyomesh “VJ” Joshi, the executive president and head of the Imaging and Printing Group, got an $850,000 salary, too, and nearly $8 million in stock awards, plus $638,355 in incentive pay, for a total of $9.8 million.

Shane Robison, the former chief strategy officer who retired last year, received a base salary of $781,250, plus stock awards worth $7.6 million and $606,506 in incentive pay, for a total of $9 million.

Finally, we have a full accounting of what former CEO Léo Apotheker made for his 11 months of service at HP’s helm. The full amount was $30.4 million. The precise amount had been the subject of some guesswork based on less-than-complete HP filings made around the time of Apotheker’s departure. The filings netted for HP a dubious award for “Worst Footnote of the Year” over at Morningstar’s Footnoted blog. My best guess had been in the $28 million to $33 million range.

Apotheker’s compensation breaks down like so:

• $1,152,770 in base salary.

• A $6.4 million bonus, of which $4 million was a signing bonus when he joined HP, and $2.4 million paid under the terms of his separation agreement.
• Stock awards worth $17,660,759.
• $5.2 million in “other compensation.” Within that was $2.9 million in relocation expenses related to Apotheker’s move from France to California and back; $1.7 million in “miscellaneous,” the majority of which, as explained in a footnote, was a “reimbursement for foregone non-competition payments that would have otherwise been payable by his former employer,” which refers to the software company SAP, where Apotheker was co-CEO.
• Another $25,000 representing his personal use of HP aircraft.
  ]]> http://allthingsd.com/20120203/hp-ceo-whitman-earned-one-dollar-plus-16-million-in-2011/feed/ 0 http://allthingsd.com/20120109/steve-jobss-paycheck-1-tim-cooks-paycheck-378-million/ http://allthingsd.com/20120109/steve-jobss-paycheck-1-tim-cooks-paycheck-378-million/#comments Mon, 09 Jan 2012 22:45:51 +0000 John Paczkowski http://allthingsd.com/?p=161985 Financially, 2011 was a windfall year for Tim Cook. His appointment as Apple CEO following the departure of co-founder Steve Jobs brought with it a new salary and a wheelbarrow full of stock awards.

  According to Apple’s 2012 Proxy Statement, Cook received a jaw-dropping $377,996,537 in total compensation last year — which is $377,996,536 more than his late predecessor made.

  Cook made a little more than $900,000 in salary in 2011, but a massive bonus in restricted stock units, vesting in two five-year increments and doled out with his appointment to the CEO slot, sent his total compensation into the stratosphere.

  Of course this isn’t the first time Apple has showered a CEO in stock options. A similar scenario played out in 2006, when Steve Jobs received $646.6 million, much of it in stock.

  ]]> http://allthingsd.com/20120109/steve-jobss-paycheck-1-tim-cooks-paycheck-378-million/feed/ 0 http://allthingsd.com/20111230/hp-wins-dubious-worst-footnote-award-for-2011/ http://allthingsd.com/20111230/hp-wins-dubious-worst-footnote-award-for-2011/#comments Fri, 30 Dec 2011 21:10:45 +0000 Arik Hesseldahl http://allthingsd.com/?p=158480 The end the year is a time for many kinds of awards. The Associated Press annually votes on the top news stories of the year. The Wall Street Journal picked the year’s biggest flops in tech.

  The readers of Footnoted, the Morningstar-owned blog that follows the surprisingly fascinating world of SEC filings, annually select its worst footnote of the year — in other words, the best/worst disclosure of 2011. Hewlett-Packard won.

  And what prompted the voters to award the world’s biggest tech company this dubious distinction? Its severance payment to former CEO Léo Apotheker, who, according to Footnoted’s reckoning, walked away with $25 million to $33 million following an 11-month stint at HP’s helm, during which its market capitalization declined by more than 40 percent.

  Footnoted’s Michelle Leder calculated that range, having dug through the byzantine details of Apotheker’s employment contract as well as the separation agreement that HP filed after he left, and concludes the amount was probably closer to $36 million.

  Before he was let go, I had taken a stab at the terms of Apotheker’s contract myself and came to a similar range of $28 million to $33 million. Then, after Apotheker’s departure, I trimmed that estimate a bit based on an HP 8K filing. It’s a tricky business running the numbers on these things, but as Footnoted says, we’ll probably get a final accounting when HP files its annual proxy statement early next year.

  Apotheker’s package was part of what likely prompted HP to revise its severance policies, as The Wall Street Journal reported earlier this month. From now on, senior HP execs who get pushed out will have to leave behind unvested stock options and grants of restricted shares.

  It’s also worth noting that HP beat out rival IBM in the worst footnote selection. Big Blue was in the running for its disclosure of outgoing CEO Sam Palmisano’s $170 million retirement benefit package, which includes, among other things, a $30 million pension that pays $3.2 million a year for life.

  But it’s not the first time that HP has taken fire for the size of its payouts to ousted CEOs. When Mark Hurd resigned in 2010, he walked away with a severance deal worth about $35 million, but then later gave some $13 million back by forfeiting a batch of HP shares as part of a legal settlement with HP that followed his joining Oracle as co-president.

  ]]> http://allthingsd.com/20111230/hp-wins-dubious-worst-footnote-award-for-2011/feed/ 0 http://allthingsd.com/20110902/james-murdoch-turns-down-6-million-bonus-citing-phonegate/ http://allthingsd.com/20110902/james-murdoch-turns-down-6-million-bonus-citing-phonegate/#comments Fri, 02 Sep 2011 18:49:26 +0000 Peter Kafka http://allthingsd.com/?p=116732 News Corp. executive James Murdoch says he’ll decline a $6 million bonus the company gave him for his performance in its last fiscal year, citing the ongoing PhoneGate scandal.

  Murdoch, who is Deputy Chief Operating Officer and until recently has been seen as the heir apparent to his father Rupert Murdoch, has also been one of the primary focal points during the scandal. He has been in charge of News Corp.’s British newspaper unit that has been accused of widespread, systemic phonetapping and other charges (News Corp. also owns this Web site).

  Here’s his statement:

  In light of the current controversy surrounding News of the World, I have declined the bonus that the company chose to award to me. While the financial and operating performance metrics on which the bonus decision was based are not associated with this matter, I feel that declining the bonus is the right thing to do.  I will consult with the Compensation Committee in the future about whether any bonus may be appropriate at a later date.

  Murdoch is keeping the rest of his compensation, which includes a base salary of $3 million, $8.3 million in stock awards and other benefits including personal use of the company’s aircraft, which the filing values at $224,864 for the fiscal year.

  In News Corp.’s annual proxy statement, filed with the Securities and Exchange Commission today, the company said it considered the following factors in awarding him his $6 million bonus:
  

  “Mr. J.R. Murdoch played an important role during fiscal 2011 in developing the Company’s key businesses and investments in Europe, Asia and the Middle East, including the development of the Company’s content and distribution strategy. He led the success of STAR India, which delivers market-leading content, and he led the Company’s ongoing deployment of satellite television in Italy (with Sky Italia achieving its highest ever subscriber base), the UK, Germany and India, where we operate, or are key investors in, industry-leading pay television platforms. Under his leadership, the Company expanded its presence in the Middle East through a key strategic partnership and optimized its European asset portfolio through the disposition of News Outdoor. Mr. J.R. Murdoch also successfully transitioned into his new role as Deputy Chief Operating Officer and Chairman and CEO, International, expanding his responsibilities.”

  ]]> http://allthingsd.com/20110902/james-murdoch-turns-down-6-million-bonus-citing-phonegate/feed/ 0