PeopleSoft Is Ready to Meet

By Renee Boucher Ferguson  |  Posted 2004-03-22

Despite the fact that PeopleSoft Inc. shareholders will not get a chance to vote on a pro-Oracle Corp. slate of candidates for the PeopleSoft board, there still could be fireworks at this weeks PeopleSoft annual meeting.

The meeting, which will be held on Thursday, is the first for PeopleSoft shareholders since last June when Oracle made its hostile bid, now valued at $9.4 billion, to buy its rival enterprise applications provider. It is also the first such gathering since PeopleSoft, of Pleasanton, Calif., acquired J.D. Edwards & Co. last summer and since the U.S. Department of Justice last month said it would seek to block the Oracle deal because of antitrust concerns.

Some PeopleSoft shareholders have already tendered their shares to Oracle. They, along with the rest of the shareholders, are expected to make their views heard on the handling of both deals by PeopleSoft CEO Craig Conway and the rest of the board.

Shareholders will vote on three issues: the re-election of four directors; the selection of an independent auditor; and the recognition of employee and director stock options as income, which the PeopleSoft board is recommending against. Conway is among the board members up for re-election.

The Ohio Public Employees Retirement System, which owns about 544,000 PeopleSoft shares, looked for advice from proxy adviser Glass, Lewis & Co. LLC, which gave all four nominees a failing grade, said Cynthia Richson, OPERS corporate governance officer. As a result, OPERS will withhold its vote on the re-elections.

"The F grade is for pay for performance," said Richson in Columbus. "[PeopleSoft] executives were paid significantly more but performed about the same as their peers. ... We hope our withheld vote sends a message that we dont think [the nominees] are doing a good job."

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