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AOL Investors Reelect Directors

Three institutional shareholders withhold their votes at a relatively calm annual meeting.

May 17, 2003|Edmund Sanders | Times Staff Writer

LANSDOWNE, Va — LANSDOWNE, Va. -- Steve Case got a standing ovation. Ted Turner held his tongue. And only one shareholder asked about ongoing troubles at America Online.

Despite predictions of fireworks, AOL Time Warner Inc.'s annual meeting Friday turned out to be much calmer than last year's face-off in New York, when shareholders blasted company leaders over the falling stock price.

As expected, Chief Executive Richard Parsons -- who formally became chairman of the media giant, succeeding Steve Case -- was reelected to the board with 96% of the vote, as were most directors. But Case was reelected with only 78% of the vote, while Netscape Communications co-founder James Barksdale got 79%, former America Online executive Miles Gilburne got 65%, and AOL Time Warner Vice Chairman Kenneth Novack received 82%.

The lower percentages for those directors came as three big institutional shareholders -- including Los Angeles-based Capital Research & Management, California Public Employees' Retirement System and Institutional Shareholder Services -- voted to withhold their support for several AOL Time Warner board members.

Their reasons varied from lingering anger about the ill-fated merger to concerns about corporate governance and director independence.

The relatively polite atmosphere was clearly helped by the setting of this year's meeting, which was moved from Time Warner's home turf to a secluded resort in Northern Virginia near the headquarters of the America Online Web unit.

Remarking on the crowd, which sometimes applauded and whistled support, Parsons joked: "Where are we? Are we in Virginia? Somehow I don't think we're in New York."

Still, the media giant's chief fielded a share of criticism from the several hundred shareholders and employees.

One shareholder, for instance, questioned the fairness of an executive bonus plan when her stock has lost 70% of its value since America Online's merger with Time Warner. Another shareholder and America Online employee accused media mogul Turner -- who recently sold half of his AOL Time Warner shares -- of making a "spectacle of himself" by publicly criticizing the company and clashing with other executives.

The board won approval for a new stock-incentive plan, but shareholder-submitted proposals to limit executive compensation and encourage the company to fight against human rights violations in China were defeated.

AOL shares rose 26 cents, or 1.9%, to $14.24 on the New York Stock Exchange Friday.

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