Liberty Global CEO's Pay Prompts Backlash in Shareholder Vote

  • Almost a third of votes are cast against compensation plan
  • Liberty Global CEO Fries brought in over $40 million in 2016

Mike Fries, chief executive officer of Liberty Global Plc.

Photographer: Simon Dawson/Bloomberg via Getty Images

Liberty Global Plc encountered one of the biggest scoldings for a U.K company over executive compensation, with about 32 percent of votes cast going against the media company’s pay plan, according to a regulatory filing on Monday.

The non-binding vote at the cable operator’s annual meeting on June 21 covered 2016, a year in which Chief Executive Officer Mike Fries saw his compensation jump 45 percent to $40.1 million. While all resolutions passed, the protest was significant. Billionaire Chairman John Malone and other insiders control 30 percent of the votes at the London-based cable company. That means almost half of the non-affiliated votes objected to the amounts paid to Fries and his top lieutenants.

The protest follows a 17 percent stock decline last year for Liberty Global, which operates pay-TV systems in Europe, Latin America and the Caribbean. At the annual meeting last year, 34 percent of shares were voted against the pay policy for Fries and other board members. Advisory group Institutional Shareholder Services recommended that shareholders vote against Liberty Global’s 2016 pay plan and the remuneration policy, arguing the board didn’t address shareholder concerns over pay from last year.

“The compensation committee failed to demonstrate adequate responsiveness to last year’s low say-on-pay vote and CEO incentive opportunities remain excessive and subject to automatic annual increases,” ISS said in its report in advance of the meeting. Fries’s 2016 pay was 1.68 times the median of his peers, ISS said.

Director Pay

The vote announced Monday to approve director remuneration policy for future years, which is binding, had 72 percent of votes cast in favor.

The increase in pay for Fries was as a result of the board front-loading his awards for 2016 and 2017, according to a proxy statement in advance of the shareholder meeting in London. The company also changed stock awards for Fries and about 385 other employees to “better align these incentives over a longer term,” promote achievement of goals and keep people on their jobs, the filing said.

“Liberty Global operates in a hotly contested, talent-driven global market,” the company said Monday in an emailed statement. “We have a pay-for-performance compensation program which aims to attract, retain and motivate the best so we can deliver the products and services that our customers deserve and create value for our shareholders.”

Investors and politicians in the U.K. have become more vocal about the gap between the pay of top executives and ordinary workers. A number of companies have either scrapped their pay policies or made changes to avert a rebellion at annual meetings this year, including Thomas Cook Group Plc, Imperial Brands Plc, Aggreko Plc.

Malone’s voting clout exceeds his financial interest in Liberty Global, thanks to a 79 percent stake in the Class B shares that carry 10 votes each. He has a 26 percent voting stake, according to company filings. Malone, Fries and other directors and officers together have almost 30 percent of the votes.

Opposition of 30 percent or more is generally considered the informal threshold for a losing vote and an outcome that should prompt directors to address investor concerns, according to governance experts.

The most notable shareholder revolt in the U.K. so far this year has been at Pearson Plc, where about 61 percent of those who voted opposed the education company’s pay report.

— With assistance by David Hellier, and Anders Melin

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