Aflac shareholders approve executive pay
The Atlanta Journal-Constitution
Published on: 05/05/08
Columbus — Shareholders of Aflac Inc., the supplemental life and cancer insurer known for its iconic quacking duck commercials, did something Monday that investors of no other U.S. company have done before: weigh in on the paychecks of the head honchos.
At Aflac's annual meeting at the Columbus Museum, shareholders voted overwhelmingly in favor of the company's compensation formula and policies for its top five executives. The ballot offered a simple "yes" or "no" option, and the results are non-binding on the board of directors. Shareholders will get to cast similar votes each year.
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The move brings Aflac in line with companies that have similar policies in the United Kingdom, where such input is mandated by law, as well as Australia, Holland and Sweden.
But does it really mean anything since the Aflac board can ignore shareholders' input?
Company officials say yes.
"It's like a thermometer," said Elizabeth Hudson, an Aflac director for 18 years and an executive vice president at National Geographic. "It's valuable to see how the shareholders are feeling about the information we give them. To let shareholders speak up, what can it hurt?"
An outside expert on corporate governance and executive pay was more skeptical of the substance of the move but said it would have resonance among public companies.
"Since it's non-binding, I think a lot of this is window dressing," said Brian Cadman, an associate professor at Northwestern University's Kellogg School of Management.
Nonetheless, Cadman predicted other firms will likely follow Aflac's lead, especially since Congress recently debated a bill that would have mandated shareholder voice in executive compensation.
"This is going to be a peer pressure issue and it's going to be the better run firms that are going to start down this path," Cadman said. "Down the road, it's going to be the type of thing to help Aflac signal that they are doing the right thing by the shareholder."
Aflac is already enjoying the cachet of being the trailblazer. CNBC reported live from the meeting, which was attended by an estimated 200 shareholders.
Favorable timing
Aflac is well regarded on Wall Street, which has watched shares rise about 7 percent since January and provided investors with a one-year total return of nearly 31 percent.
Unlike companies such as Wachovia Corp. — whose poor earnings performance prompted some shareholders to call for the ouster of the bank's CEO at its annual meeting last month — Aflac isn't suffering from a public relations nightmare that requires a face-saving response.
Owners of 69 percent of the company's 474.8 million total outstanding shares as of Feb. 28 cast ballots. Of those shares, 93 percent were voted in favor and 2.5 percent against. The balance abstained.
W.D. Fowler, an Aflac shareholder for 40 years, said he voted "yes" because if the company is doing well, the executives ought to be fairly compensated.
"If it's not broken, don't fix it," he said.
Aflac did its best to show a lot wasn't boken.
In his presentation, Aflac Chairman and CEO Daniel P. Amos, whose father and two uncles founded the company in 1955, noted original shareholders who made initial purchases of 1,000 shares for $11,000 would be sitting on an investment worth $127.1 million today after stock splits.
He also touted the company's 18-year record of earnings-per-share growth of at least 15 percent, not counting for currency fluctuations in Japan, where Aflac does the bulk of its business. Amos, who has been CEO for 18 years, has said his personal goal is to have that streak pass the 20-year milestone.
In the most recent quarter, the company reported pre-tax profit of $726 million -- an increase of 14 percent -- on revenue of $4.3 billion. And Amos reminded shareholders that the company has repeatedly increased the dividend, including a 45.5 percent boost in 2007 over 2006.
So it was against that backdrop that shareholders were being asked to evaluate the pay for Amos and the next four-highest ranking executives.
Amos himself received a total compensation package worth about $11.9 million in 2007, down from $13.1 million in 2006. That was mainly due to a drop in the value of his stock options. The Atlanta Journal-Constitution calculates compensation based on an executive's salary, bonus, non-equity incentive programs, above-market returns on a pension plan, estimated value of stock and options granted in the year and all other compensation, such as club memberships and use of corporate aircraft.
The request for the so-called "say-on-pay" proposal, which came from social investment firm Boston Common Asset Management in November of 2006, caught Amos by surprise.
"I was nervous," Amos said Monday after the meeting. "I didn't know what we were getting into."
But the company decided that it had to allow the vote to live up to its corporate philosophy of openness, he said. "It shows you can pay for performance as long as you perform well for the shareholders," Amos said.
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