Equity Plan Proposal Update – 9/11/09-9/30/09

Sorry for the delay in posting this, but things are starting to get busy as more companies turn to preparing for asking shareholders to approve shares for their equity plans next year.  Below you’ll find details about the equity plan proposals submitted by Russell 3000 companies during the period 9/11-30/2009. I’ve included their name, plan name, proposal type (New = new plan being proposed, Amend = amendment of existing plan, and A&R = an amendment and restatement of an existing plan), the scheduled shareholder meeting date, and the % of Common Shares Outstanding (net new shares) represented by the share request:

Company	Plan Name	Proposal Type	Sh Mtg Dt	% of CSO
Allis-Chalmers Energy Inc.	2006 Incentive Plan	A&R	11/6/2009	8.18%
Archer Daniels Midland Co.	2009 Incentive Compensation Plan	New	11/5/2009	4.67%
Cell Therapeutics	2007 Equity Plan	Amend	10/20/2009	8.04%
Cisco Systems Inc.	2005 Stock Incentive Plan	A&R	11/12/2009	3.61%
First Marblehead Corp.	2003 Stock Incentive Plan	A&R	11/16/2009	4.03%
Harris Stratex Networks, Inc.	2007 Equity Plan	A&R	11/19/2009	9.17%
Hi Tech Pharmacal Co. Inc.	2009 Stock Option Plan	New	11/12/2009	4.23%
Huntsman Corp.	Stock Incentive Plan	Amend	11/4/2009	4.64%
II-VI Inc.	2009 Omnibus Incentive Plan	New	11/6/2009	5.42%
KLA Tencor Corp.	2004 Equity Incentive Plan	A&R	11/4/2009	6.44%
LSI Industries Inc.	2003 Equity Compensation Plan	Amend	11/19/2009	7.28%
Matrix Service Company	2004 Stock Incentive Plan	Amend	10/23/2009	4.20%
Mercury Computer Systems Inc.	2005 Stock Incentive Plan	A&R	10/21/2009	6.38%
Meredith Corp.	2004 Stock Incentive Plan	A&R	11/4/2009	7.74%
Myriad Genetics Inc.	2003 Employee, Director and Consultant Stock Option Plan	Amend	11/5/2009	3.12%
Oplink Communications Inc.	2009 Equity Incentive Plan	New	11/4/2009	6.81%
Parker Hannifin Corp.	2009 Omnibus Stock Incentive Plan	New	10/28/2009	3.42%
Saba Software Inc.	2009 Stock Incentive Plan	New	11/18/2009	10.41%
Western Digital Corp.	2004 Performance Incentive Plan	A&R	11/11/2009	6.44%

Some observations about these plans:

• I’ve noticed that a few companies that amend an existing plan choose to only put the plan language that was amended into their proxy.  That is fine if they want to save space and thus fees associated with printing and distribution of the proxy. However, it does make it more difficult for shareholders to find the existing plan document to be able to understand the amendments in context of the broader plan.  So, if a company wants to save money and only include the amendments, they could make it easier for their shareholders to find the plan by posting their plans on their website, something akin to what they do know for their corporate governance documents. Having done so, they could then simply include a simple line in the text of the proxy proposal indicating the URL where the entire plan (possibly marked to show the changes?) can be found on the company’s website.
• It is almost a dead tie in these plan proposals for treatment of Full Value Awards (awards other than stock options or stock appreciation rights that are setlled in stock) – about half set no limit on the number of shares that can be granted as Full Value Awards, while the other half used a Flexible Share Pool approach (stock options and SARs count as 1 against the plan’s share authorization while Full Value Awards count at a higher rate against the share authorization). Of course, there was one company that opted to use a good old fixed limit on the number of shares that can be granted as Full Value Shares (let’s hope they don’t end up with too many left-over stock options that they can’t use).
• At least one company appears to be setting things up to utilize the RiskMetrics’ exemption for in-the-money stock options that have been outstanding greater than 6 years.  Another company that has provided such disclosure was the Walt Disney Company.
• It looks like a couple of these companies failed RiskMetrics’ Burn Rate Test and had to commit to maintaining their burn rate at a set level for the next 3 years as this was set out in the plan proposal.
• At least one plan has no limit on Full Value Awards and yet was written so that liberal share counting was prohibited (not typically necessary under the RiskMetrics ISSue Compass model and SVT Cost Policy).  This could cause the plan to run out of shares sooner than if such language was included.

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