TIAA-CREF’s proposal that at least two- thirds of MBNA Corporation directors be independent received 56% of the votes cast Monday at MBNA’s annual meeting of shareholders. The vote followed MBNA’s announcement Friday that it named two new directors who appear to have no financial or family ties to the company and its management.
“Considering the resolution was about board independence, the support we received from shareholders was extraordinary,” said Peter C. Clapman, TIAA- CREF Senior Vice President and Chief Counsel, Corporate Governance. “While the appointment of two new directors was a step in the right direction, the board still has not reached the two-thirds independent majority we requested in our proposal. Also, questions about the composition and independence of the board’s audit, compensation and nominating committees remain to be settled.”
TIAA-CREF contacted MBNA about the independence of its board after concluding its executive compensation, retirement benefits and spousal benefits (including the use of personal airplanes) exceeded corporate norms and comprised a misuse of shareholder assets. TIAA-CREF filed its shareholder resolution after private negotiations with MBNA ended without sufficient change to the board’s independence.
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