HBC shareholders challenge $29.4M CEO pay

Nearly 26.5% of shareholders cast a ballot against the retailer's approach to executive compensation

HBC shareholders challenge $29.4M CEO pay

Roughly one-quarter of Hudson's Bay Co. shareholders voted against a $29.4-million total compensation package for the struggling retailer's top executive at an unusually secretive annual general meeting on Wednesday.

Nearly 26.5% of shareholders cast a ballot against the retailer's approach to executive compensation, according to company documents. That amounts to about 47.9 million negative votes.

The company's highest paid executive, CEO Helena Foulkes, received a pay package of a little over $29.4 million for the 2018 financial year, her first with the company. Foulkes, who joined HBC in Feb. 2018, received a package that includes a roughly $1.6-million base salary and about $19.6 million in share-based awards and other compensation.

HBC's other five highest paid executives received total compensation between about $1.8 million and $3.1 million.

HBC's executive compensation program was designed to inventive, retain and attract top executives, according to documents. Its program ``is generally consistent with retail industry market practices.''

The company held a non-binding vote on its approach to compensation for these executives, which it said in documents is ``fair, competitive and linked to performance'' in the view of the board of directors.

The vote is intended to provide shareholders with ``an opportunity to express their views'' and ``provide valuable input'' to the board on this issue.

According to the documents, the board ``will take the results of this vote into account when it considers future compensation policies and issues.''

However, last year, a similar number of shareholders voted against the same resolution. At the 2018 meeting, 27.17% of shareholders or about 43.4 million votes cast were against the resolution. In 207, the highest paid executive, Richard Baker, received about $54.9 million in total compensation.

The large number of votes against the company's executive compensation practices is a new development from 2017 when only 1.47% of shareholders expressed discontent.

The non-binding resolution comes amid a proposal by a group of shareholders that includes executive chairman Richard Baker to take the company private.

The group's offer earlier this month of $9.45 per share in cash to other investors was panned by activist investor Land and Buildings Investment Management, which called it ``woefully inadequate.''

HBC barred media from its annual general meeting Wednesday and did not stream the proceedings via webcast, moves that signalled a departure from previous years, according to archived webcasts on its website.

HBC did not immediately respond to a request for comment on the results of the vote or why it decided to ban media from the event.

 

The Canadian Press

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