BOSTON Investors in Discovery Communications Inc, including Manning & Napier Inc and BlackRock Inc, withheld support for a member of the company’s compensation committee, recent securities filings show, after the cable network operator gave its CEO the richest pay package in the S&P 500.
The filings also show how some large fund firms backed opposite sides in a major proxy fight at DuPont this spring, with BlackRock funds backing management and Fidelity funds like Magellan supporting dissident director candidates.
Because fund firms rarely discuss their proxy voting in detail, the disclosures provide a rare look at the influential votes they cast. Spokespeople for BlackRock, Fidelity and Discovery declined to comment. A spokeswoman for Manning & Napier did not return messages.
Compensation for Discovery CEO David Zaslav became a flashpoint this spring after he received $156 million for 2014, most of it tied to performance goals meant to align his interests with those of shareholders.
Discovery did not hold an advisory vote on Zaslav’s pay this year, leaving the votes on two directors, Robert Beck and J. David Wargo, as the main way for investors to express displeasure on the pay, according to proxy adviser Institutional Shareholder Services.
Beck, an independent consultant who sits on Discovery’s compensation committee, received support of just 56 percent of votes cast at the company’s annual meeting on May 20. Wargo, was supported by 69 percent of votes cast. A number of BlackRock Funds that opposed Beck supported Wargo, filings showed, including BlackRock Long-Horizon Equity Fund.
Manning & Napier funds like Pro-Blend Maximum Term opposed both directors. S&P 500 directors on average received 97 percent support, according to consulting firm Semler Brossy.
In the case of DuPont, the company in May repelled a challenge by activist investor Nelson Peltz, with shareholders backing all 12 directors nominated by the U.S. chemical conglomerate’s management. Peltz’s Trian Fund Management had sought four seats on the board, including one for himself, and had pushed the company to split its business.
A source close to the matter had previously said DuPont had won backing from large fund firms including BlackRock, but the funds had not previously disclosed their voting.
In a recent corporate governance report, BlackRock described its talks with an unnamed company, likely Dupont, and said that while a dissident shareholder “raised reasonable questions,” board changes were unnecessary.
(Reporting by Ross Kerber- Editing by Alan Crosby)
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