Google Shareholder Voting Rights Plan Hits Brick Wall

By Ben Charny  |  Posted 2006-05-09 Print this article Print

It's apparent there are only to be moral victories for those behind a proposal to significantly reduce the voting powers of Google's top three executives, which is to be decided at a Google shareholder meeting Thursday.

The Bricklayers & Trowel Trades International Pension Fund's idea - that buyers of any kind of Google stock get a single vote per share - was considered a long shot anyway.

And that was the point to the whole exercise.

As expected, the measure failed at the May 11 shareholders meeting.

Under the current setup, owners of Class A Google shares, like the pension fund, get a single vote per share. But Class B stock owners, a category which includes Google's top executives, get a total of 10 votes per share.

The 1/10 rule puts a lot of voting power unfairly into the hands of a few, the pension fund argues. At Google, CEO Eric Schmidt and co-founders Larry Page and Sergey Brin get to cast 66.2 percent of all the votes, although they together own just 31.3 percent of the stock.

That means that without the top three's consent, any proposal is defeated. And as Google indicated here, the top three are against changing the 1/10 rule. So, it seems, game over.

The consolation prize here is knowing that if the votes were leveled, the proposal would have a good chance of passing, said Jake McIntyre, the union pension fund's assistant to the secretary-treasurer.

So in a way, by losing, the pension fund is proving its case.

"Even though there's a large number of outstanding shareholders [who] have some serious issues with dual-class share system, they don't have a choice," he said.

"Although we're well aware that the proposal is unlikely to win a majority vote, due to the existence of the very dual-class system we're seeking to abolish, we believe that the issue is important enough to raise."

The upside to the 1/10 rule is absolute power in the hands of the executives with a clear track record of often phenomenal results.

But there's also the possibility of an unhealthy inbreeding of ideas, the pension fund alleged. Plus, what happens when Google's founders retire or move away, which is inevitable? There's no absolute guarantee that co-founder Sergey Brin's replacement will have the same vision and focus. But he or she will have the same number of votes.

A growing number of companies have a one share/one vote setup, and there are similar proposals by shareholders at cable giant Comcast.

And the one share/one vote idea has the support of the Institutional Shareholder Services, one of the leading opinion-for-hire companies used by large-scale investors. In a report recommending a vote in favor of the proposal, ISS wrote that Google "management owns the supervoting stock" and approving the proposal means "voting interests proportional to economic interests."

With all this going on in the background, Google's done nothing to campaign against the idea other than noting in proxy materials that its board does not support the pension fund's idea, according to a source familiar with Google's actions. So it too is clearly expecting a victory.

And with good reason. Even with most other institutional investors behind its idea, the pension fund proposal is likely to only garner about 10 percent of the votes, McIntyre predicted. A majority is required.

"We expect to lose," he said, but for all the right reasons. |

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