For Immediate Release
Thursday, May 15, 2003
AOL: You've Got Mail
Angry AFSCME Investors Seek Shareholder Access Annual Meeting Showdown Looms
WASHINGTON —The American Federation of State, County and Municipal Employees' (AFSCME) Pension Plan has called upon AOL Time Warner (NYSE: AOL) to establish a nomination process that would make director elections more democratic by allowing shareholders to directly nominate candidates and having those nominees names appear on the company's proxy statement. If adopted, this policy would allow nominated candidates to appear in the company's proxy statement for the purpose of running as independent candidates for the board.
In a letter to Board Chairman Steve Case, CEO/Chairman-Elect Richard Parsons, and other board members, Gerald W. McEntee, chairman of the Pension Plan and president of AFSCME, urged the company to better serve its shareholders by opening up the board nominating process.
"AOL, you've got mail from angry AFSCME investors. AOL Time Warner has lost billions since the companies merged three years ago. And given the ongoing problems, the board of directors has not provided the leadership necessary to put the company back on track. We believe that shareholder interests can be best served by opening up the board nomination process and access to the proxy," McEntee said.
"We will be at the annual meeting and expect answers from the company, specifically, why they don't think shareholders should have the right to a choice of director candidates," McEntee added.
The letter is the latest round in an ongoing battle between the AFSCME Employees Pension Plan and the company. Late last year the Plan submitted a formal shareholder proposal to the company on the proxy access issue. Even though the proposal was non-binding, AOL Time Warner vigorously opposed its inclusion for a vote at this year's annual meeting. Last month the Securities and Exchange Commission allowed the company to omit the proposal. The AFSCME Plan appealed the staff opinion to the full Commission. The Commission declined to review the ruling but has set in motion a review process, which will examine reforming rules that limit shareholder access to the proxy.
Directors of AFSCME's Pension Plan believe that corporations with problems as profound as those facing AOL Time Warner should implement proxy access policies immediately to help rebuild shareholder confidence.
Public employee pension trusts held for the benefit of AFSCME members own approximately four percent of AOL Time Warner common stock. AFSCME is the nation's largest public service and health care workers union with 1.4 million members.
