Lumps of coal…
Lots of interesting things turned up at the SEC late Friday. By our count, there were 229 8-Ks that were filed after the market closed, as well as 11 10-Ks, 15 10-Qs, and 8 proxies. That’s a lot of stuff that someone was hoping nobody would read, or at least that it would be forgotten about by the time the markets opened today. But that doesn’t appear to be the case with UT Starcom (UTSI) which disclosed in this 8-K (filed at 5:02) that its president and CEO, Hong Lu, had received a Wells notice from the SEC that appears to be related to insider trading. As Eric Savitz reported late Friday, the "news" was buried in this cheery-sounding press release. This morning, UTSI stock is down about 4%.
There was also the separated at birth 10-Ks filed by Hewlett-Packard (HPQ) and Agilent (A), which came in 4:55 pm and 5:01 respectively. Agilent, as most people remember, was spun off from HP in November 1999 in a $2.1 billion deal, so it seems more than coincidental that they both filed so late just before the markets closed for Christmas. The most interesting thing that we stumbled across in the Agilent filing was some additional disclosure about lawsuits related to the IPO. But then again, the filing came in at over 100 pages and we didn’t read it word for word. A quick skim of HP’s filing also showed some additional disclosures on a wide range of items, based on comparing it to last year’s K.
Finally, there was the proxy filed by Shaw Group (SGR), a company that is one of the biggest contractors for the Hurricane Katrina clean-up and which as the AP reported yesterday, may receive some unflattering attention next month. What caught our attention — other than the hefty payouts to top executives, oodles of options, bevy of perks, including $200K spent on personal security services, and long list of related-party transactions — was the shareholder proposal filed by Calpers, which said that the company "has some of the most egregious severance and change-of-control provisions ever to catch the attention of CalPERS" Now, that’s saying a lot. No wonder it was filed at 4:21 on Friday!
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December 29th, 2006 at 12:34 pm
Check this out from the SGR proxy: [to summarize, mgmt gets 50% of any pre-tax income above budgeted amounts. With a board where an "outside" directors gets $20m from the company (see old post on this site), I'm sure those budgeted amounts are real hard to exceed! If I'm not mistaked, as an equity holder, don't I want to capture the upside??? I guess that doesn't hold with SGR!]
“The Compensation Committee established a fiscal year 2006 incentive pool consisting of the total amount of funds authorized and available for payment of incentive awards and specified the relationship between the attainment of specified performance criteria and the payment of incentive awards. The fiscal year 2006 incentive pool was based on the following two factors: (1) an aggregate of 50% of the target annualized incentive awards of all participants; and (2) 50% of the income before taxes (and after ROA (return on assets)) for each business unit and corporate (unconsolidated) in excess of budgeted amounts. The fiscal year 2006 incentive pool was capped at an amount equal to two times the aggregate of the target annualized incentive awards of all participants. Incentive awards were prorated so that the sum of all individual awards did not exceed the available funds in the fiscal year 2006 incentive pool.”