Shareholders to Home Depot chief: You're chicken
Irate investors lambaste board's absence at Home Depot's annual meeting; Nardelli faces severe criticism over his "generous compensation package."
By Parija Bhatnagar, CNNMoney.com staff writer

NEW YORK (CNNMoney.com) - Home Depot's CEO Robert Nardelli faced some very irate shareholders Thursday, who lambasted him for his "arrogance" and "excessive" pay package and the company's board for being absent from the retailer's annual shareholder meeting.

One angry shareholder berated Nardelli at the outset after learning that no other member of the company's board was present at the meeting. Others bashed his decision not to allow shareholders to ask additional questions outside of a strict one-minute time slot.

"This is outrageous that they (the board) are not willing to appear before shareholders," the shareholder, Richard Fillano, said. "I think they're too chicken to face shareholders whether to allow vote on CEO compensation or answer questions about the performance of the company. You hide behind various metrics, you won't report same-store sales, you're chicken."

The shareholder tried to continue, but was cut off.

Another attendee, Richard Ferlauto with the American Federation of State, County and Municipal Employees, which owns about four percent of Home Depot's stock in retirement plans, equated a CEO's pay to the canary in a coal mine for "both accountability and corporate governance.

"Here at the Home Depot, I'm afraid that canary has died," he said. "While you [addressing Nardelli] have been handsomely compensated, the stock price has languished. Home Depot has given you more than $200 million in compensation while the stock price is lower today than when you took over. You've got a good deal. As a long-term investor, I want you to earn your keep but we want to see pay for performance."

Home Depot (Research) angered investors last week with its surprising decision to stop reporting company sales at stores open at least a year - a key retail measure known as same-store sales - going forward. Analysts frowned on the move, calling it "strange" and "irresponsible."

The meeting, which took place in Wilmington, Del., was monitored via Web cast in New York.

Other shareholders took Nardelli to task over recent news stories on his generous pay and annual compensation package, including a New York Times report this week saying that Home Depot's board awarded him $245 million in his five years at the helm. During that time the stock has slid versus its main rival Lowe's and total return to shareholders has also sagged.

Another shareholder, Richard Metcalf, told Nardelli that he felt the company was facing a "crisis over questions over connecting executive compensation with company performance."

"We're in the front pages of all the newspapers. There are large shareholder groups that have recommended no votes on a lot of our directors," Metcalf said. "I think it's very bad practice not to have members of our board in attendance. It's a violation of every governance practice. When we have an elected board, they should be here to answer questions. This is really, really bad. I protest it and it needs to be corrected."

Anthony Chukumba, analyst with Morningstar, said what bothered him the most was shareholders not being allowed to ask questions. "Compared to other CEOs, I think Nardelli's compensation is excessive. The company is facing some businesses challenges. I don't understand the decision not to report same-store sales. I think Nardelli is frustrated with all the questions about what he's doing at the company."

The A.F.S.C.M.E, the government workers' union, issued a proposal that would allow investors to cast an advisory vote on executive pay packages each year. The proposal was rejected by Home Depot shareholders. Proposals seeking to separate the chairman and CEO function, greater transparency in political contributions and Home Depot's employment practices were also shot down.

The only shareholder proposal to pass was one that sought to change the voting structure for electing directors.

The meeting lasted little over 30 minutes and ended with Nardelli announcing that preliminary results showed shareholders had approved one-year terms for the director nominees.

Nardelli didn't respond directly to criticisms raised at the meeting. Phone calls to Home Depot's public relations department were not returned.

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CEO's pay irks Home Depot investors. Click here for more.

Defiant Home Depot = worried investors. Click here for more. Top of page

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Market indexes are shown in real time, except for the DJIA, which is delayed by two minutes. All times are ET. Disclaimer Morningstar: © 2014 Morningstar, Inc. All Rights Reserved. Disclaimer The Dow Jones IndexesSM are proprietary to and distributed by Dow Jones & Company, Inc. and have been licensed for use. All content of the Dow Jones IndexesSM © 2014 is proprietary to Dow Jones & Company, Inc. Chicago Mercantile Association. The market data is the property of Chicago Mercantile Exchange Inc. and its licensors. All rights reserved. FactSet Research Systems Inc. 2014. All rights reserved. Most stock quote data provided by BATS.