13 Public Filings Companies Tried To Bury Over The Holiday Season
With Christmas and New Year’s both falling in the middle of the week, it’s been a slow week in boardrooms and newsrooms, except for lawyers filing documents with the Securities and Exchange Commission. With many analysts and reporters on vacation, companies often rush out news that they might not want to see broadly covered. Here’s a selection of the best public filings of the holiday season.
Monday, Dec. 23
1. Occidental Petroleum pays out big to its former chairman.
After Ray Irani was ousted as chairman of the Southern California-based oil and gas production company Occidental Petroleum in May, he claimed that he been effectively fired and was due the benefits from his employment agreement. The Monday before Christmas, the company announced that it had “settled this dispute and resolved all matters relating to his separation.”
The cost of reaching an agreement with its former longtime chairman? A $14 million lump-sum payment $1.3 million a year in financial planning, tax assistance, and security services, as well as a slew of benefits — maintaining his office, his parking space, his two assistants, earned and unused vacation time, his entire 2013 salary, liability insurance, life insurance, covering legal costs, and more — that will cost the company $26 million.
2. Barnes and Noble pays its chief financial officer.
The struggling book chain disclosed last Monday that it had reached an employment agreement with its chief financial officer Allen Lindstrom. Lindstrom will get a $500,000 base salary and a target bonus of $375,000, as well as 100,000 restricted stock units that will vest over three years — and if he’s fired from Barnes & Noble without cause, that would vest immediately. In that case, Lindstrom would also get payments equal to his annual salary ($500,000), average bonus, and average benefits.
If Barnes and Noble is acquired or if the composition of the board of directors dramatically changes and Lindstrom loses his job within two years, he would get double his benefits had he just been released without cause.
3. Cisco executives plan to sell stock.
Three Cisco executives, President and Chief Operating Officer Gary Moore, Senior Vice President of Worldwide Field Operations Charles Robbins, and Prat Bhatt, the chief accounting officer, all adopted plans that would allow them to exercise stock options and sell Cisco stock over the next year.
Moore will exercise up to 275,000 options and sell the shares along with 413,883 shares he acquires when the restricted stock units vest. Robbins will exercise up to 288,667 and sell the shares and sell up to 265,025 shares he acquires when his restricted stock vests. Bhatt will sell up to 66,375 shares.
So-called “10b5-1 plans” allow corporate executives to sell stock in their company over a preset period of time without necessarily running afoul of insider trading rules. The executives’ plans were disclosed last Monday. Cisco is trading at just above $22.
Tuesday, Dec. 24
Sotheby’s disclosed in a filing on Christmas Eve that it was altering its compensation for senior executives.
Dan Loeb, the head of the hedge fund Third Point, took a 9.3% stake in the auction house earlier this year and wrote a scathing letter its Chairman and CEO William Ruprecht, saying among other things, the executives’ compensation was too high and that the company’s senior officers didn’t own enough stock. Loeb argued this meant that the executives’ interests weren’t properly aligned with shareholders.
Four executives — the company’s chairman and CEO, its chief operating officer, chief financial officer, and its head of global auction transactions — all agreed to reductions in severance payments or health benefits due to them after they leave the company.
Thursday, Dec. 26
5. Discover rewards its CEO.
The credit card and financial services company disclosed that it had granted David Nelms, its CEO and chairman, 200,000 restricted stock units that would vest over five years — or if he was let go not for cause or if the company was bought. The reason? “To promote retention and support continued progress on the Company’s long-term strategy over a five-year vesting period.” Nelms has been CEO since 2004 and chairman since 2009.
6. Phil Falcone finally gets paid.
Phil Falcone hasn’t had the best year. While the stock of his holding company, Harbinger Group, is up 55% on the year, he and his hedge fund Harbinger Capital Partners settled with the Securities and Exchange Commission to pay $18 million in penalties and Falcone accepted a five-year ban from the securities industry, with the exception of staying on with Harbinger to wind down the funds. The New York State financial and insurance regulator then banned him as serving as an officer in any New York-based insurance company for several years — Harbinger owns a life insurance company, Fidelity & Guaranty Life, which has a New York-based subsidiary.
But he still got a belated Christmas present. After not taking any compensation for three years, Harbinger disclosed on the day after Christmas that he would be eligible for up to $21.25 million in pay — a $500,000 salary, and up to $20.75 million in performance-based bonuses.
The day after Christmas, Goodyear disclosed the compensation for its new “senior vice president, sales and marketing excellence” and former president of its European business, Arthur de Bok. His new salary: 439,393 euros (just over $600,000), up to €16,529 (about $23,000) in tax and legal expenses. And if de Bok ever leaves and is terminated without cause? A €5,195,000 severance (about $7.2 million).
Friday, Dec. 27
8. ITT Educational Services might face legal trouble.
The for-profit educational company behind ITT Tech, ITT Educational Services, disclosed on the Friday after Christmas that it had received notice from the Consumer Financial Protection Bureau that, as part of an investigation of for-profit education companies’ marketing practices, the agency is considering taking legal action against ITT.
The company said it had received a letter the Monday of that week, four days before it disclosed the letter to the public, that the CFPB’s staff expects to recommend “remedies and penalties to the fullest extent of the law.” The company says it will “defend itself vigorously against any legal action” and that it “continues to believe that its acts and practices relating to the matters under investigation are lawful.”
9. Apple slaps down Carl Icahn.
Billionaire investor Carl Icahn announced in August that he owned a stake in Apple and since then has been relentlessly advocating a massive increase in the company’s $100 billion dividend buyback program. While he originally wanted Apple to borrow money to buyback an additional $150 billion worth of stock, he recently took that demand down to $50 billion and put in a nonbinding resolution for shareholders to vote on at the company’s annual meeting in February.
On Friday, Apple disclosed in its proxy statement that it recommended shareholders vote against Icahn’s resolution, saying that it was “fully committed to returning cash to shareholders” and would announce any changes to its dividend and buyback program in March or April.
Monday, Dec. 30
10. Crocs gets an investment, loses a CEO, and pays him $2.1 million.
On Monday the private equity firm Blackstone announced that it was investing $200 million in the struggling footwear company Crocs, giving it a 13% stake. Crocs’s current CEO, John McCarvel, also announced that he would leave the company in April. When he leaves, McCarvel will get a $1.1 million payment and then $1 million a year later, as well as bonuses and incentives he’s owed from this year. He will also work as a consultant through the end of April if his successor is appointed before then.
11. Cablevision ditches a senior executive and its cash balance pension plan.
Cablevision, the New York area cable television company run by Knicks owner Jim Dolan, disclosed in a filing Monday that its Senior Vice President and Deputy General Counsel Victoria Salhus will retire effective at the end of the year. In an agreement inked three days earlier, Cablevision agreed to give Salhus a $1.5 million severance and $60,000 to cover health benefits for the next year and a half, as well as letting her outstanding stock options and restricted stock units vest at the end of the year
The company also announced a change in its pension plan, freezing participation in cash balance pension plans and shifting its employees to a 401(k) plan that offers matching up to 4% of the employee’s contributions.
12. Netflix gives its CEO a raise and takes down its anti-Icahn defenses.
Netflix’s stock was one of the fastest growing in the S&P 500, up some 297% on the year, and its CEO, Reed Hastings, is getting rewarded. In a Monday night filing, the company disclosed that it was bumping up Hastings’ compensation to $6 million from $4 million. His pay will still be split evenly between salary and stock options. He also disclosed that he exercised some options, selling the acquired shares for just over $5 million.
Hastings already profited handsomely from his company’s stellar performance: He owns just over 1 million Netflix shares. That stake was worth about $93 million at the beginning of the year. Today it’s worth $368 million, according to data compiled by Bloomberg.
Netflix also disclosed that it was ditching its shareholders right plan, a corporate maneuver it adopted to prevent investor Carl Icahn from taking a too-big stake in the company when he bought a near 10% stake in the company in November 2012. Icahn cashed in part of his Netflix bet in October, booking nearly $800 million in profit.
13. JC Penney is no longer exclusive with Justin Timberlake.
J.C. Penney disclosed on Monday that it was ending an exclusive licensing deal it had with Justin Timberlake’s William Rast’s clothing line a year and a half earlier than originally planned. The deal was part of previous CEO Ron Johnson’s initiative to bring new, trendy brands (and new affluent customers) into the struggling retailer. By the time J.C. Penney, now under new management, ditched William Rast, it only had 10 items available on its website, all on clearance.