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By CHARLES JAFFE | March 18, 2001
I MADE A few wrong keystrokes on the Internet last week. Instead of finding the proxy statement of a small fund company, I wound up on a Web site dedicated to one of the world's leading educators on quantum physics. It's all relative, however, because a typical proxy statement is as understandable as quantum physics to an average investor. Proxy season for 2001 already is among the busiest in years, with many more fund companies likely to join the fray, thanks to a key Securities and Exchange Commission rule change and a general desire to try to make funds lawsuit-proof.
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BUSINESS
April 28, 2011
For ratepayers: Constellation and Exelon have put together a package that they say will benefit BGE consumers, including: A $100 one-time credit on each BGE residential customer's bill. $5 million for a state program that aids low-income customers. For Maryland: $4 million to support the state's EmPower energy efficiency program. $10 million for the development of Maryland's electric vehicle infrastructure. More than $50 million to develop 25 megawatts of renewable energy in the state.
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BUSINESS
By WERNER RENBERG and WERNER RENBERG,1992, Werner Renberg | July 19, 1992
"How should you vote," a clearly risk-averse woman asked, "when you're in a fine-performing conservative stock fund and they want your permission to do things that are speculative?"She was referring to the proxy card she had received from the $4.2 billion Janus Fund, the No. 1 capital appreciation fund for the five years ended June 30, according to Lipper Analytical Services, with an average annual total return of 16.2 percent -- well ahead of the 9.7 percent average return for the Standard & Poor's 500 Index.
BUSINESS
By Jay Hancock | August 9, 2010
Hewlett-Packard's Standards of Business Conduct, like most corporate ethics policies, are earnest, precise and admonitory. "We know that actions speak louder than words," company Chairman and CEO Mark Hurd wrote a couple years ago in a preface to the code. "We must make decisions and behave in ways that we can be proud of, that reflect our commitment to doing the right thing. " Only Hurd can say whether he was proud of fudging thousands of dollars in expense reports and concealing his alleged romantic relationship with contractor Jodie Fisher from the company's board and the accounts-payable department.
BUSINESS
By CHARLES JAFFE | November 20, 2005
The folks running the Oppenheimer funds don't know my father-in-law. If they did, they never would have sent him a 91-page proxy statement asking him to vote on 13 issues, all for two funds that "we don't have very much of our money in." "It's not that I couldn't figure it out," the 79-year-old retired lawyer and judge told me. "It's that I don't want to work that hard. I'd bet that 95 percent of the people who got this just threw it right away and that most of the people who sent it back just voted with the board without actually knowing if that was the right thing to do or not."
BUSINESS
By Bill Atkinson and Bill Atkinson,SUN STAFF | March 18, 1997
Executives of Mason-Dixon Bancshares Inc. agreed to remove phrases and words from its new proxy statement that could be misleading, an attorney for the company said yesterday.The changes were made at a hearing before U.S. District Judge William Nickerson, after a group of shareholders sought a temporary restraining order to block Mason-Dixon from issuing its proxy if alleged "false and misleading" statements about the stockholder group's intentions weren't removed.The shareholders' group, led by Barbara Floyd, a former NTC Mason-Dixon employee, wants management to consider selling the company.
BUSINESS
By Ross Hetrick and Ross Hetrick,Evening Sun Staff | April 29, 1991
Three former directors of MNC Financial Inc., the parent company of Maryland National Bank and American Security Bank of Washington, are connected to $92.8 million in non-performing or potentially non-performing loans held by the MNC banks, according to a recently released MNC proxy statement.Many of the loans were for Washington area commercial real estate projects that have soured in the past year. Such loans are the target of a stockholder's suit against MNC that is pending in U.S. District Court in Baltimore.
BUSINESS
By Ross Hetrick and Ross Hetrick,Evening Sun Staff | August 9, 1991
A group of dissidents has launched round two in its battle to take over Baltimore Bancorp, parent of the Bank of Baltimore, by urging shareholders to finish the job and put it in control of the bank's board.In a proxy statement mailed to shareholders earlier this week, the dissidents, headed by Baltimore Blast owner Edwin F. Hale Sr., cite their successes in a May proxy fight: the election of six directors, the elimination of the bank's "poison pill" defense against takeovers and the establishment of a shareholders advisory committee.
BUSINESS
By M. William Salganik and M. William Salganik,SUN STAFF | May 8, 1999
As a result of the company's disappointing performance, Robert N. Elkins, chairman and chief executive officer of Integrated Health Services Inc., did not earn a multimillion-dollar bonus last year, according to a company proxy statement.He did collect $809,935 in salary. In 1997, Elkins picked up $752,277 in pay and $3.25 million in bonuses.The company, which is based in Owings Mills and operates nursing homes and other health businesses, agreed to pay $14 million in severance and other payments to its departing president, Lawrence P. Cirka.
BUSINESS
By Ross Hetrick and Ross Hetrick,Evening Sun Staff | August 6, 1991
Given another chance to win the hearts and minds of its shareholders, Baltimore Bancorp has issued a proxy statement saying management has heard their voices and is listening.That message, the main theme of a proxy statement sent to shareholders last weekend, comes as management is gearing up for the second round of a proxy fight against dissidents headed by Edwin F. Hale Sr.Hale owns shipping and trucking companies as well as the Baltimore Blast, a professional indoor soccer team.On Aug. 29, shareholders of the fifth largest banking operation in the state will vote on whether to expand the company's board from 18 to 28 directors.
NEWS
By Laura Smitherman and Hanah Cho and Laura Smitherman and Hanah Cho,laura.smitherman@baltsun.com and hanah.cho@baltsun.com | June 26, 2009
Two state senators have asked Maryland Attorney General Douglas F. Gansler to investigate executive pay at Constellation Energy Group and whether CEO Mayo A. Shattuck III's compensation package amounts to an unlawful waste of assets shouldered by customers. Noting the national backlash against "excessive" executive compensation, Democratic Sens. Jamie Raskin of Montgomery County and James Brochin of Baltimore County asked Thursday for a legal opinion on whether Gansler or any government official has the authority to void pay arrangements for Shattuck, or whether the General Assembly can restrict his pay. "It seems like excessive greed for a public utility," Brochin said.
BUSINESS
By Jay Hancock and Jay Hancock,Sun Columnist | April 22, 2007
Some say the age of company-paid golf memberships, vacations and financial advice is waning for corporate bigwigs. "You're actually seeing CEOs coming along saying, `Take my country club - please!' " says Steven Hall, a New York-based executive-compensation consultant. If so, many local companies haven't heard. Executive perquisites are alive and well in Maryland - especially in Towson, where Black & Decker CEO Nolan Archibald enjoyed club membership, a car and driver, personal use of company planes and other perks worth $584,374 last year, according to a recently filed proxy statement.
NEWS
By M. WILLIAM SALGANIK | December 20, 2005
According to the latest agreement, if Mayo A. Shattuck III, CEO of Constellation Energy Group Inc. and future chairman of FPL Group Inc., leaves the merged company: Within the first year after the deal closes, he would get $15 million in cash, if he's dismissed or leaves after his duties are reduced. After the first year, the cash severance would drop to $5 million, if he leaves within three years under those same conditions. But while his severance would drop after the one-year mark, he would also get a stock grant equal to the amount of his cash severance under his old agreement.
BUSINESS
By BLOOMBERG NEWS | November 29, 2005
WASHINGTON -- The Securities and Exchange Commission, which moved into the electronic age by allowing companies to post their prospectuses on the Internet, may propose extending the cost-saving measure to proxy statements. Rules that take effect Thursday let companies meet their investor-notification responsibilities for securities offerings by filing final prospectuses electronically with the SEC. The SEC will consider today a similar system for proxy solicitations, which cost U.S. companies $1 billion a year to print and mail.
BUSINESS
By CHARLES JAFFE | November 20, 2005
The folks running the Oppenheimer funds don't know my father-in-law. If they did, they never would have sent him a 91-page proxy statement asking him to vote on 13 issues, all for two funds that "we don't have very much of our money in." "It's not that I couldn't figure it out," the 79-year-old retired lawyer and judge told me. "It's that I don't want to work that hard. I'd bet that 95 percent of the people who got this just threw it right away and that most of the people who sent it back just voted with the board without actually knowing if that was the right thing to do or not."
BUSINESS
By Andrew Countryman and Andrew Countryman,CHICAGO TRIBUNE | August 28, 2005
Just how independent are those corporate directors? That's a question experts say investors ought to ask when they look at a company. A look at a company's annual proxy statement can determine whether it is doing business with directors or their firms, and if so, how much. An analysis of the 30 companies that make up the Dow Jones industrial average found that at least 22 had such dealings, known as related-party transactions, with directors or executives last year; another two said they might have had such dealings but that they didn't meet disclosure thresholds.
BUSINESS
By Bill Atkinson and Bill Atkinson,SUN STAFF | March 21, 1997
Alex. Brown. Inc.'s top five executives received $14.6 million in bonuses in 1996 after revenues and income soared to record levels, the company's proxy statement said.A. B. "Buzzy" Krongard, the Baltimore-based brokerage and investment banking company's chairman and chief executive, received a $4.4 million bonus, up 57 percent from 1995, according to the proxy statement, which will be released by the firm to the public today.Combined with a base salary of $200,000 and a long-term incentive plan payout of $700,887, the total package came to $5.3 million.
BUSINESS
By Greg Schneider and Greg Schneider,SUN STAFF | March 26, 1997
Lockheed Martin Corp. bestowed a 25 percent pay raise on Chairman and Chief Executive Officer Norman R. Augustine last year, bringing his salary and bonus to more than $2.7 million.Augustine also earned stock options worth about $1.4 million at yesterday's closing price, according to a proxy statement the company filed with the Securities and Exchange Commission.The next four highest-paid executives at the Bethesda-based defense giant earned combined salaries and bonuses of more than $5.5 million.
BUSINESS
By Jamie Smith Hopkins and Jamie Smith Hopkins,SUN STAFF | November 5, 2004
A Howard County judge refused yesterday to delay next week's shareholder vote on the planned sale of the Rouse Co., issuing a strongly worded ruling against a Florida man suing the company. Also yesterday, Rouse signaled in a proxy statement that it is nearing a resolution with the Internal Revenue Service on tax problems that have the potential to jeopardize the sale if not fixed. The two pieces of news moved Rouse a step closer to being acquired by General Growth Properties Inc., the country's second-largest owner of shopping malls.
BUSINESS
By Jamie Smith Hopkins and Andrea K. Walker and Jamie Smith Hopkins and Andrea K. Walker,SUN STAFF | September 8, 2004
In the frantic final days before the Rouse Co. agreed to be sold to a Chicago competitor, two other suitors complained repeatedly that the process was moving too quickly for them to make higher bids, according to a proxy statement Rouse released yesterday. But neither felt they could put down a formal offer by Rouse's mid-August deadline - and Rouse didn't want to wait, concerned about giving up a bird in hand for two in the bush. "If the board thought there could have been a better deal, they would have moved in that direction," Anthony W. Deering, Rouse's chief executive and chairman, said yesterday.
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