GTAT shareholders OK execs' pay, but not overwhelmingly

GT Advanced Technologies' shareholders approved the executive pay of its top officers.


GT Advanced Technologies' shareholders approved the executive pay of its top officers, but it wasn't exactly by acclamation, the Nashua-based company disclosed Tuesday in a filing with the U.S. Securities and Exchange Commission.

The owners of some 48.2 million shares voted for the pay package, but a significant minority – the owners of 23.6 million shares – voted against it, at the company's Aug. 22 annual meeting in Boston. Although that's more than a 2-1 margin, it was short of the 97.9 million shares present (and less than the 118.7 million outstanding). There were some 24.2 million-broker non-votes, and the owners of another 1.9 million shares abstained. In other words, the owners of almost 50 million shares that were present didn't vote for or against the pay package.

That was more than the "required number of votes," said the filing, but it was a significantly different total than tallied in the other proxy votes. The second largest "no" vote total – on the election of a board member — was 1.5 million against, compared to 72.2 million votes in favor.

GTAT executives knew it had a proxy executive pay fight on its hands — a fight that public companies around the country are facing. Although the new "say on pay" votes are advisory, they have had some impact. Citigroup, for instance, said it would rethink its compensation policies after shareholders voted down a $15 million pay package to Citigroup CEO Vikram Pandit back in April.

Shortly before the annual meeting GTAT management replied to an August 9 recommendation by Institutional Shareholders Services (ISS), a proxy advisor firm, which had urged its clients to vote no on the executive compensation, outlined in GTAT's proxy in July. In that July proxy, GTAT disclosed that it paid its top five executives some $16.8 million in cash equity and benefits for its fiscal 2012 — a 15 percent increase over the previous year.CEO Thomas Gutierrez led the way, with an executive compensation package of nearly $6.4 million, about $1.63 million (or 34 percent) more than fiscal 2011.

But GTAT – a company that makes the furnaces used to manufacture materials needed for solar cells and LED lighting — earned an annual profit of $183 million in fiscal 2012, topping the $175 million it made the previous year. It posted $996 million in revenues, almost $100 million above the previous year's total. Earlier in the summer, Institutional Shareholders Services, a proxy advisory firm, said it had "high concern with respect to the alignment of CEO pay and company

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