Originally created 05/26/06

Shareholders blast CEO over paycheck

ATLANTA - The Home Depot Inc.'s chief executive officer did little Thursday to quell the uproar among some shareholders over his hefty pay, stifling debate at the company's annual meeting as the board members who approved the compensation didn't show up to defend themselves.

Despite the criticism and some institutional shareholders withholding votes, the company's directors were all re-elected. Shareholder proposals seeking to allow investors to have a say on the CEO's pay and to restrict retirement benefits for senior executives were rejected.

The only shareholder proposal to pass was one changing the voting structure for the election of directors.

Besides CEO Bob Nardelli, who is board chairman, none of the other directors of the Atlanta-based company attended the meeting in Wilmington, Del. Home Depot said in a statement that many of the directors were handling business at the company headquarters.

Mr. Nardelli did not let shareholders ask general questions, ending the meeting, which was broadcast on the Internet, after 30 minutes. He also did not respond directly to any of the investors who were allowed to address him about the proposals.

"This is not the forum in which we would address your comment," Mr. Nardelli told one shareholder representative who asked him what he would do to make board members more independent. "We certainly receive your comment."

Another shareholder representative asked him about his pay, to which Mr. Nardelli responded, "This is about the election of directors, not about compensation. We'll move on at this point."

After just a few people spoke on the proposals, Mr. Nardelli announced the voting results, adjourned the meeting and headed for the airport. A spokesman said Mr. Nardelli would not be granting any interviews with reporters.

Shareholders were upset because Mr. Nardelli has received $123.7 million in compensation, excluding certain stock option grants, since taking over as CEO in 2000, according to proxy statements. The handsome pay has come even though the company's stock price has dropped 10 percent over that period on a split-adjusted basis.

The option grants, if they were to be exercised, would add tens of millions of dollars to Mr. Nardelli's compensation.

The stock of rival Lowe's Companies Inc. has increased 185 percent, on a split-adjusted basis, over the same period Mr. Nardelli has been Home Depot's CEO. His first full day was Dec. 5, 2000.

In the past fiscal year, Mr. Nardelli earned $29.7 million, or $37.9 million including the value of stock options granted to him. By comparison, Lowe's CEO Robert Niblock earned $7.8 million in the same period, excluding options granted. The company's proxy for the past fiscal year does not say how much Mr. Niblock's options were worth at the time they were granted, only what they would be worth based on a certain rate of return.

Also on Thursday, Lowe's held its annual meeting, re-electing four directors.

Meanwhile, outside the hotel where the Home Depot meeting was held, a half-dozen representatives of the American Federation of State, County and Municipal Employees rallied in support of a federation shareholder proposal to allow Home Depot shareholders to vote on executive compensation.

In its statement, Home Depot said the directors not showing up does not mean shareholders can't address them.

"In our experience, shareholders are more likely to communicate with directors through e-mail and standard mail, and can find these addresses in our proxy," the company said.


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