BizJournals Portfolio

Bracing for a Mack Attack

Big pension fund withholds votes.
Mack

When John Mack, the chief executive of Morgan Stanley, takes the stage Tuesday at the company's shareholder meeting in Westchester County, New York, there will be a harsh spotlight.

The California State Teachers' Retirement System, the nation's second-biggest pension fund, has turned up the pressure on the C.E.O., announcing that it has withheld votes for Mack and seven other nominees to the Morgan Stanley board.

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Mack's leadership has been questioned by investors as the firm has written down some $13 billion in assets and ousted top executives amid the collapse in subprime.

"CalSTRS is concerned about Morgan Stanley's subpar performance, having underperformed the market and peer group on one-, three-, and five-year bases," said the pension fund, which owns 4.99 million shares of Morgan Stanley. "Also, we have concerns about the strategic direction the company took leading into the subprime situation."

 CtW Investment Group, which advises union pension funds that hold about 5.7 million Morgan Stanley shares, is calling for shareholders to withhold votes for Mack and two board members, Howard Davies and Robert Kidder, because they were members of the board's risk committee.

The protest vote of withholding will be a symbolic embarrassment to Mack if the total is significant. The 11 nominees are likely to be reelected, as pension funds are not among Morgan Stanley's 20 largest shareholders.

The chief executive won some breathing room last month with first-quarter earnings that, while down 43 percent from a year ago, exceeded analysts' forecasts. And an influential proxy adviser, Institutional Shareholder Services, recommended the reelection of Mack and all directors nominated for the board.

"While we agree mistakes were made and some warning signs were ignored, there is no evidence that wholesale lapses in controls were resident at the firm," I.S.S. said in its report.

Still, another proxy adviser, Glass Lewis, has recommended votes against Davies, Kidder, Roy Bostock, Donald Nicolaisen, Charles Noski, and Charles Philips, but not Mack.

CalSTRS said it withheld votes for Mack, Davies, Kidder, Bostock, Nicolaisen, Noski, Philips, and Erskine Bowles. It also voted in favor of a resolution to give shareholders an advisory vote on executive compensation. Morgan Stanley has recommended that shareholders vote against the resolution.


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