NY state’s shareholder push falls short at Abbott

ALBANY, N.Y. (AP) — The New York state pension fund’s shareholder resolution calling for Abbott Laboratories to link executives’ pay and bonuses to compliance penalties has failed again this year, though the fund’s trustee says he’ll likely try again.

The proposal drew 39 percent support in April, almost 5 percent more than last year.

New York Comptroller Thomas DiNapoli, trustee of the roughly $160 billion fund for about 1 million state and local government workers and retirees, said it’s an issue the fund will pursue as investors with Abbott and other health care companies. “That would be encouragement for us,” he said of the high shareholder percentage.

Six other big drugmakers have made similar changes over the past year in their pay policies under pressure from investors. They include Bristol-Myers Squibb, where the New York fund withdrew a similar resolution this year following an agreement. A working group of shareholders, including other pension funds, had drafted principles aimed at deterring drug company compliance failures, proposing the change in calculating executive bonuses, intended to deter both harm and penalties, including marketplace damage to their reputations.

Abbott paid $1.5 billion last year for marketing the anti-seizure and mood-stabilizing drug Depakote for unapproved uses such as treatment of schizophrenia, agitated dementia and autism.

The company’s directors opposed the comptroller’s resolution, saying its executive performance evaluations best serve shareholders.

“In our view, the safety of Abbott’s products and the integrity of the manufacturing processes are critical to its long-term success and managing these functions (as well as other health care compliance-related functions) is a core part of senior executives’ stewardship of the business,” the New York fund said in support of its proposal. “It is thus not appropriate to exclude the financial impact of these kinds of events from the metrics used in determining executive compensation.”

Abbott’s directors said the company’s method for evaluating performance against financial results gives executives the ability to make decisions based on long-term, not temporary, results. “The proposal disregards the need to analyze the facts and circumstances of a particular situation,” such as when the costs of defending compliance cases outweigh settlements, they said in a proxy statement.

The New York fund owns about 4.9 million shares of Abbott valued at about $175 million, a small fraction of its 1.55 billion outstanding shares.

The social activism embedded in 67 shareholder resolutions the comptroller’s office pushed this year ranged from corporate board diversity and disclosures of political spending to labor standards at overseas factories, non-discrimination based on sexual orientation, environmental cleanup and nuclear safety. However, each, as in Abbott’s case, was advocated as protecting the bottom line.

In 26 cases, the resolutions were withdrawn following corporate agreements. Four were passed, 27 failed and others were the subject of ongoing talks or withdrawn because other shareholders had filed similar proposals.

“We went through a very active season,” DiNapoli said this week, emphasizing that the main focus is long-term investment. “What we’ll do is make a judgment as to which ones we might want to reintroduce next year.”

In the view of the New York fund’s investment managers, the long term can be a decade or even a generation.

The $137 billion New York City Pension Funds joined with DiNapoli in proposing the Abbott resolution. City Comptroller John Liu reported recently that following his group’s shareholder proposal, Ralph Lauren, Domino’s Pizza, Philip Morris and Anadarko Petroleum all agreed this year to prohibit discrimination against workers based on gender identity. Liu said that prohibition improves the companies’ work force, and it had been voted down in Andarko shareholder resolutions for four straight years, but got 43 percent support last year. The five pension funds for city workers each have several trustees besides the comptroller.

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