Unhappy investors to Mylan: Stop stiff-arming proposal to expand executive pay clawback

After Mylan reported first-quarter results, investors punished the company for its ongoing struggles by sending shares down 24%. But as one analyst observed at the time, the decline was about more than just profits and losses. And now, the company is facing new backlash—and new questions about its executive pay rules. Pension fund adviser CtW has smacked Mylan's board for stalling a compensation clawback proposal, and it's urging shareholders to vote against the nominating and governance committee members up for election at its June 21 annual meeting. Right now, Mylan limits compensation clawbacks to misconduct that leads to financial restatements, but the fund adviser says it wants to step up those rules—and Mylan has thwarted at least one effort to take the idea to shareholders. The company blocked a vote on a proposal made by the UAW Retiree Medical Benefits Trust that called for stronger executive clawbacks, CtW says. Mylan told the SEC it wouldn’t put that proposal on its proxy ballot, saying the trust didn’t own enough shares to bring the matter to a vote. The company did include the item in a non-voting section of its proxy statement, but CtW says the “classification reflects what we view as a disrespect for the rights of Mylan shareholders.”