Wednesday, May 09, 2007


In Proxyland’s heyday, shareholders trustingly approved whatever compensation plans the folks in charge said they needed. What were we supposed to do, read the plan descriptions or – ha! – the plans? Instead, we quickly agreed to give the CEO anything he wanted so we could throw out his proxy statement and move on to the next item in our mail pile, that magazine with Lindsay Lohan on the cover.

Times have changed. Look at poor Dean Foods Company (DF), the country’s largest milk producer. In its recent proxy, Dean asked shareholders to bless a new equity incentive plan because its old stock plans were running dry.

A pretty ho-hum request, normally, though perhaps the total comp disclosed for Chairman/CEO Gregg Engles ($11 or 12 million, depending how you count it) bugged some people, or maybe it was the $250,000 he spent frolicking on the company's private planes. (All right, the “frolicking” part could be unfair; for all we know he passed the time eating milk and cookies and studying the sales numbers for soy milk. Or maybe even drinking soy milk, in which case we totally take it back.)

Anyway, the vote count must be looking dismal because yesterday the company filed additional proxy materials containing a glossy plea to shareholders to say yes to the equity plan. Pretty please, guys? With organic milk on top?

The world as we knew it is gone. Now companies butter up ornery shareholders while the rest of us muster the courage to go to the store and choose among organic 2%, antibiotic-free lactose-free skim, or enriched vanilla rice milk. Thank you, Lindsay, for snorting cocaine on videotape. You, at least, never change.