HBC shareholders challenge $29.4M CEO pay amid privatization deal

Aleksandra Sagan, The Associated Press
Published Thursday, June 20, 2019 4:14PM EDT

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 per cent 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 incentivize, 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 per cent 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 per cent 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.

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