The Association of U S West Retirees



Qwest Shareholder Proposals Denied
By Sandy Shore, AP
Wednesday, May 23, 2007

Updated:2007-05-23 17:07:20

DENVER (AP) - Qwest Communications International Inc. shareholders soundly rejected Wednesday three proposals that would have given them more clout in decisions about executive compensation.

The votes came during the Denver-based telecommunications company's annual meeting where Chief Executive Officer Dick Notebaert was peppered with questions about salary and bonuses -- including his -- and cuts or caps in benefits for about 49,000 retirees across Qwest's 14-state territory.

The proposals on executive compensation, sponsored by retirees and American Federation of State, County, and Municipal Employees Pension Plan, come as more shareholders are seeking a greater role in deciding how company executives should be paid.

The defeated proposals included a so-called "say for pay" measure that would have allowed a non-binding shareholder vote on executive compensation packages.  It was defeated 67 percent to 20 percent with about 14 percent abstaining.

AFSCME pension plan, institutional investors and other retiree organizations have pushed the "say for pay" proposal at a number of companies this year.  It has been approved by shareholders at some companies, including Verizon Communications Inc., while it has been narrowly defeated at others.

Scott Adams, a spokesman for the AFSCME pension plan, said after the meeting that the group would resubmit the proposal next year.  "Whenever one-third (of the shareholders) don't agree with the company, it's a pretty strong message," he said.

Before the session began, Adams dressed in a fuzzy yellow chicken suit and stood outside the hotel to promote his cause, at one point drawing Notebaert out for a chat while retirees clustered around them.

A second shareholder measure would have required the board to establish a policy that required at least 75 percent of future equity compensation for senior executives to be based on performance.  It was defeated 82 percent to 17 percent.

The third proposal would have given shareholders the authority to approve supplemental executive retirement plans or some benefits under the company's non-qualified pension plan.  It was defeated 68 percent to 32 percent.

Shareholders approved a management proposal for a restated equity incentive plan, a slate of directors for the next year and the appointment of an independent auditor.  They rejected a shareholder request to separate the roles of board chairman and CEO.

Qwest is the primary telephone service provider in 14 states ranging from Minnesota to Washington and south to New Mexico.

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