As with most small to mid-sized companies, ICOS Corp.’s annual meeting doesn’t attract a large crowd. A few years ago, it was held at Seattle’s plush Benaroya Hall, and I remember the food tables included good-looking pastries.
Anyway, I skipped this year’s meeting, which attracted around 50 or so shareholders, according to Lacy Fitzpatrick, ICOS’ director of investor relations. It also produced some changes in corporate governance for the largest biotech firm based in Washington state. ICOS, by the way, is the second-largest public company with headquarters in Snohomish County.
The first proposal was to re-elect James Ferguson, former CEO of General Foods Corp.; Bob Herbold, former COO of Microsoft; and David Milligan of Bay City Capital to the board of directors. That passed, as did a second proposal to retain KMPG as the company’s outside auditor.
The third proposal was more intriguing than the normal yearly company business stuff, however. Shareholders voted in favor of a resolution, still subject to the board’s final approval, that would allow votes on all of the company’s directors each year. Previously, the terms of the directors were staggered so that only a portion of the board was up for re-election at a time.
The resolution had been submitted by the comptroller of New York City, representing several city pension funds that own ICOS shares. The board had recommended against the measure.
A final measure, that would have required the board to meet one-on-one with proponents of shareholder resolutions, was voted down.
Missing was any proposal on executive compensation, for which some ICOS shareholders had started an online petition. Only one of the few shareholders who spoke even mentioned it at the meeting, which means the online grumbling about CEO Paul Clark’s pay package apparently does not represent a big groundswell.
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