Press Release
July 30, 2008
Office of Public Affairs
(916) 795-3991
Pat Macht, Assistant Executive Officer
Contact: Clark McKinley, Information Officer
pressroom@calpers.ca.gov
CalPERS Seeks Annual Election of La-Z-Boy Board Directors Opposes Re-election of 3 DirectorsSACRAMENTO, CA – The California Public Employees’ Retirement System (CalPERS) is seeking support for its proposal to give shareowners the right to elect directors of La-Z-Boy Inc. each year.
Proposal 5 is on the ballot as a binding resolution at the Monroe, Michigan household furniture company’s August 20, 2008, annual shareowners meeting. It requires a two-thirds vote of shares outstanding to pass.
“As a long-term shareowner, CalPERS is very concerned with the company’s accountability to its shareowners and its commitment to good corporate governance,” Eric Baggesen, Senior Investment Officer, CalPERS Global Equity, said in the letter to shareowners. “We believe such accountability, as evidenced by governance practices, is closely related to financial performance.”
La-Z-Boy directors serve in “classes” with staggered terms on the company’s board. CalPERS asked other La-Z-Boy owners to back the pension fund’s proposal to declassify the board.
CalPERS also is seeking withhold votes from Directors Kurt L. Darrow, James W. Johnston, and H. George Levy, who were on the La-Z-Boy board during periods of poor stock performance and sub-par governance practices. It is not seeking a withhold vote for Director W. Alan McCollough because he has served on the board fewer than three years.
The letter cited 2004 research by Harvard Professor Lucian Bebchuk indicating that companies with staggered boards, poison pills, supermajority voting requirements and golden parachutes deliver less shareholder value than companies that don’t have such measures in place.
“At this time, La-Z-Boy employs a staggered board, supermajority voting requirements and a golden parachute” Baggesen said.
In March, CalPERS placed La-Z-Boy on its 2008 Focus List of underperforming companies, citing poor stock returns relative to the Russell 3000 Index and the company’s industry peers over the past 1-, 3-, and 5-year time periods. La-Z-Boy has generated negative cumulative total returns over all periods, including a negative absolute return of 47.8 percent over 10 years.
Moreover, CalPERS expressed concern about deteriorating annual business fundamentals, including revenue growth and operating margins, and its classified board that weakens board accountability to shareowners.
CalPERS owns approximately 262,000 La-Z-Boy shares. A copy of the letter to shareowners can be found in the press room of the CalPERS Web site at www.calpers.ca.gov.
CalPERS is the nation’s largest public pension fund with assets totaling more than $232 billion. The System provides retirement and health benefits to approximately 1.5 million State and local public employees, retirees, and their families.
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Dated: 07-30-2008
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