Media firms to address shareholders

Exec pay likely to be among hot topics at annual meetings

NEW YORK -- Executive pay, shareholder returns and signs of a possible advertising market stabilization are likely to be in focus as several entertainment biggies host their annual shareholder meetings the next couple of weeks.

"Everyone will want a business update to see how the second quarter is shaping up," Miller Tabak analyst David Joyce said. Plus, "executive pay has come down some but could still be a lightning rod."

Indeed, executive pay is one issue that won't go away on Wall Street and Main Street, with investors -- wounded by the sharp stock market declines amid the global financial crisis -- looking for accountability.

"Say on pay remains the leading shareholder proposal topic," said Pat McGurn, special counsel at RiskMetrics Group's ISS Governance Services unit. "Concerns over pay (and other compensation) issues have jumped from the business page to the front page."

McGurn noted that more than 100 proposals have been offered asking for shareholder advisory votes on pay for top execs during shareholders season.

In line with that, shareholders of Time Warner, which Thursday opens the series of annual meetings of entertainment giants -- Disney held its meeting in March, NBC Universal parent GE had its session in April and News Corp. traditionally holds its meeting in the fall -- will consider such a proposal.

In its proxy, Jeffrey Bewkes-led TW said it has carefully reviewed the proposal, which calls for a nonbinding vote on the compensation of top execs, and "appreciates the goal" it promotes. The company, however, is opposed to it. TW argues that it already allows for input, and it would be better to implement such a motion as part of a broader regulatory process that not only focuses on the amount of compensation but also on compensation policies.

Blockbuster will hold its first advisory vote on the compensation of its top brass at its annual meeting Thursday.

Shareholder returns also will be a major topic at the meetings. CBS Corp. this year cut its dividend to give itself more financial wiggle room, but sector stocks have moved higher since March on hopes that the worst of the recession is behind us. CBS shareholders' meeting is set for June 9.

CBS surely will get questions on whether its portfolio of more traditional media businesses can grow longer-term and how the upfront sales are going. And in the case of Viacom -- its session is scheduled for June 4 -- observers will want to hear whether its film and networks units can keep their turnaround momentum going.

Folks also will keep an ear out for how much chairman Sumner Redstone lauds CEO Philippe Dauman this time after recent analyst calls for Dauman's removal.

However, the most dynamic annual meeting might not come until fall, when Lionsgate execs might have to face off against activist shareholder Carl Icahn.
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