Shareholders

PHILADELPHIA -- Conrail stockholders, clearly looking for the most money, yesterday emphatically rejected a proposal that would have allowed CSX Corp. to proceed with its takeover of the huge railroad.Voting for the first time in the heated takeover fight, Conrail shareholders defeated a plan proposed by Conrail's board of directors to "opt out" of a Pennsylvania law that prohibits two-tiered takeover offers such as CSX's $104 a share cash-and-stock, or $9.3 billion, deal.The outcome was a victory for Norfolk Southern Corp.

Brian Rogers, manager of the T. Rowe Price Equity Income Fund in Baltimore, won't be voting the fund's shares in support of splitting the role of CEO and chairman at JPMorgan Chase & Co. Jamie Dimon has been CEO at JP Morgan since 2005 and became chairman a year later. "I fully support the combined Chairman and CEO role at JPMorgan under the superb leadership of Jamie Dimon," Rogers said in a statement. "He and his management team have created superior shareholder value after the company weathered the financial crisis so capably.

Shareholders of Sinclair Broadcast Group Inc. approved the company's executive pay package in a "say on pay" nonbinding vote Thursday. Besides weighing in on compensation during Sinclair's annual meeting, shareholders also re-elected the broadcaster's eight directors, including Chairman David D. Smith, Sinclair's chief executive officer and president. Smith's total compensation last year was $3.6 million, including $1 million base salary, $1 million cash bonus and $1.6 million in option awards, up from a total compensation of $1 million in salary with no bonuses or option awards in 2009.

Exelon Corp. said Tuesday that its executive compensation package received an advisory OK from three-quarters of shareholder votes during the annual meeting, which the Chicago energy company held in Baltimore. About 20 shareholders attended the Tuesday meeting. The sole question came from Cherylyn Harley LeBon with the National Center for Public Policy Research, a Washington group that advocates for the free market and is critical of efforts on climate change. Referencing a New York Times story that detailed the company's ties with President Barack Obama, LeBon asked how much money Exelon made by influencing clean-air regulation and "surreptitiously eliminating" coal power-plant competitors.

Stanley Black & Decker shareholders aren't happy about what the company is paying top executives. About 54 percent of shareholders voted against the executive compensation packages, 35 percent gave them a thumbs up and the rest abstained or were broker non-votes, the company said last week. The results are advisory only, which means the company isn't forced to change its pay practices. Nolan D. Archibald, executive chairman of the company and the former CEO of Towson-based Black & Decker, earned $28 million last year, the company reported earlier.

Sports apparel company Under Armour Inc. has held its annual shareholder meeting at sports bar and restaurant ESPN Zone ever since going public several years ago. But this year the company brought the event home. The Baltimore-based company hosted the meeting Tuesday at its recently expanded headquarters at the Tide Point office complex in South Baltimore. The move saves a little money but also brings shareholders to the heart of the company, CEO and founder Kevin Plank told those attending the meeting.

Shareholders of Black & Decker Corp. and The Stanley Works approved the combination of the two companies Friday morning in a deal that will create a multibillion-dollar juggernaut in the power and hand tools business. In one of its last corporate acts as a stand-alone company, Towson-based Black & Decker convened a special shareholders meeting shortly after 9 a.m. and got approval to sell itself to Stanley. Around the same time, Stanley shareholders voted for the deal at the company's headquarters in New Britain, Conn.

A tidal wave of shareholder opposition yesterday swept away Kmart Corp.'s plan to raise $600 million to $900 million by issuing new stock tied to the performance of its specialty store units, despite the company's last-ditch efforts to win support.The defeat was an embarrassing setback for Kmart's management, which has been under increasing pressure from shareholders unhappy with its inability to rejuvenate the company's flagship discount store business.The opposition's victory took Wall Street, the company and even the leaders of the dissident shareholders by surprise and came in spite of Kmart's last-ditch efforts to get out the vote by extending the balloting deadline by eight hours.

Cosmetic Center Inc. shareholders formally approved the merger of the Savage-based makeup and hair-care superstore chain with a Revlon subsidiary yesterday.The vote to merge with Prestige Fragrance & Cosmetics Inc., the retail outlet subsidiary of Revlon Inc., was made at the annual meeting.Under the merger, shareholders of Cosmetic Center Class A and Class B stock could elect to receive either one share of newly issued Cosmetic Center Class C voting common stock or $7.63 in cash for every share they held.

A federal judge has approved a previously announced $8.8 million settlement in a class action lawsuit brought by shareholders of MNC Financial Inc. who alleged that the banking company misrepresented its true condition before financial problems came to light in the fall of 1990.U.S. District Judge J. Frederick Motz, at a hearing in federal court last Friday, approved the settlement agreement, which the parties had reached in April. The approval means the money will be put in an escrow account, and the plaintiffs' attorneys will distribute it to affected shareholders.

Shareholders of Arbitron Inc. overwhelmingly approved the sale of the Columbia-based company to Nielsen Holdings N.V. during a special stockholders meeting Tuesday. Nielsen, the TV ratings company, announced late last year that it would pay $1.26 billion in cash for Arbitron, which measures radio audiences. Arbitron spokesman Thom Mocarsky said the deal still needs approval from the Federal Trade Commission. Company officials, though, expect the sale to close by the end of the third quarter.

Annapolis Bancorp Inc. said it has repaid $4.07 million to the U.S. Treasury, wiping out the bank holding company's remaining obligation under the federal Troubled Asset Relief Program. TARP was created during the 2008 financial crisis to provide capital to banks in exchange for dividend-paying shares. Annapolis Bancorp, parent of BankAnnapolis, received $8.15 million in TARP money in January 2009 and had repaid half of that last year. The company said that over the years, it paid out $1.4 million in dividends to the government.

T. Rowe Price Group announced Thursday it was raising its quarterly dividend by 12 percent to 38 cents per share. The dividend will be paid March 27 to those who are shareholders as of March 13. The Baltimore-based money manager said it has increased its annual dividend 27 years in a row since going public in 1986. Text BUSINESS to 70701 to get Baltimore Sun Business text alerts

Old Line Bancshares has reached an agreement to acquire WSB Holdings Inc., the parent of Washington Savings Bank, for about $49 million in cash and stock, the Bowie-based companies announced Monday. WSB, which has $374 million in assets and five branches, will be merged into Old Line Bancshares. Once the acquisition is completed — which is expected to happen in the second quarter of next year — Old Line will have more than $1.2 billion in assets and 24 branches in five Maryland counties, making it the fifth-largest independent commercial bank based in Maryland, the company said.

Legg Mason shareholders voted to approve a $4.9 million pay package for Chairman and CEO Mark R. Fetting at the Baltimore-based investment firm's annual meeting Tuesday morning. Fetting's compensation package was $1 million less than the package approved at last year's meeting. Compensation for four other executives was approved in amounts ranging from $1.8 million to $3.5 million. The shareholder's approval of the compensation packages was advisory and nonbinding. Shareholder guidance group Glass, Lewis & Co. had recommended that stockholders support the compensation packages, which it said are similar to Legg Mason's peers.

Spice maker McCormick & Co. plans to make more acquisitions, especially in emerging markets in Eastern Europe and Asia, where sales are expected to account for 13 percent of the firm's overall revenue this year, the company's chief executive officer and chairman said Wednesday. "We still have a pretty good pipeline," Alan D. Wilson said of potential opportunities. "Again, it's hard to time acquisitions, but we have a focus on continuing to grow. A third of our growth over the last five years comes from acquisitions.

SAN JOSE, Calif. -- Knight Ridder shareholders voted yesterday to sell the company to Sacramento-based McClatchy, ending the 32-year run of one of America's premier newspaper companies. The votes were tallied at the company's annual meeting at San Jose's Fairmont Hotel, a few steps from the company's soon-to-be vacated headquarters. Eighty percent of shareholders needed to approve the deal, and the company said the vote was overwhelmingly in favor: Out of 54,421,642 shares, only 804,900 voted against it and 531,499 abstained.

Shareholders of Pittsburgh-based steelmaker Cyclops Industries Inc., overwhelmingly approved yesterday the sale of their company to Armco Inc., a steel company based in Parsippany, N.J.Both companies have stainless-steel plants in Baltimore.The merger is expected to be completed today after Armco shareholders approve it at their annual meeting in Parsippany. Armco is paying $156 million in cash and stock for Cyclops.Armco also announced yesterday that it lost $30.5 million, or 37 cents a share, during the first quarter, a significant improvement over the 1991 first quarter, when the company lost $39.6 million, or 47 cents a share.

Olney-based Sandy Spring Bancorp said Wednesday that it had received final regulatory approvals of its acquisition of CommerceFirst Bancorp in Annapolis. The stock-and-cash deal — which is valued at $25.4 million and still requires the approval of CommerceFirst shareholders — is expected to close in the second quarter. For Sandy Spring, the acquisition adds CommerceFirst's $205 million in total assets, $181 million in gross loans and $180 million in total deposits. It also expands Sandy Spring's footprint in Anne Arundel, Howard and Prince George's counties, where CommerceFirst Bank operates five branches.