SiliconBeat

Three former outside directors at Mercury Interactive settled charges brought against them by the Securities and Exchange Commission, according to a release the SEC posted Wednesday.

Igal Kohavi, Yair Shamir, and Giora Yaron — who served on the board of directors of the company from 1997 through 2005, and who served on its compensation and audit committees from at least 1997 to 2002 — were charged by the SEC with Read the rest of this entry »

A study of the nation’s largest institutional investors says that the “majority” of them do not support “say-on-pay” efforts to require shareholder votes on executive compensation, according to the Center on Executive Compensation, which says it is “dedicated to developing and promoting principled pay and governance practices and advocating compensation policies that serve the best interests of shareholders and other corporate stakeholders.”

In fact, “only a quarter of the institutions” queried were in favor of say-on-pay proposals.” The study also claims that large institutional investors are “not generally” concerned with Read the rest of this entry »

Shareholders of IXYS voted down the company’s proposed 2008 Equity Incentive Plan at the company’s annual shareholder meeting on Friday, according to a filing the Milpitas chip maker made Monday. The company’s board of directors adopted the new plan in May and was seeking approval from shareholders for reserving Read the rest of this entry »

The compensation committee for the board of directors at Silicon Graphics has given its OK to the distribution of a $3.44 million “discretionary bonus pool for participating employees, including vice presidents, executive officers and the named executive officers still with” SGI, even though no payments will be made under the company’s fiscal 2008 “Annual Variable Incentive Plan” because the “performance metrics” under it were not met.

The payments were also approved a day before the company arranged for the fifth amendment to an October 2006 loan agreement it made with Read the rest of this entry »

Micrel, the San Jose chip maker that fought off a proxy challenge earlier this year from Obrem Capital Management, has proposed an amendment to its 2003 “Incentive Award Plan” that would automatically grant an option to purchase one share of its common stock to any independent director on its board for each share the director purchases on the open market, up to a maximum of Read the rest of this entry »

VeriFone holdings, the electronic payment systems provider that last week lopped off $70 million worth of previous profits when it restated results of several quarters since fiscal 2007, named two new directors to its board, raising the size of the board from eight to ten directors. Both will serve on the board’s audit committee.

For at least one of the newbies, the committee assignment should be a no brainer. Read the rest of this entry »

Here’s another dispatch from Mercury News reporter Elise Ackerman, who has been covering the Yahoo saga for us. She’s been examining some materials related to the shareholder litigation brought about regarding Microsoft’s proposed takeover:

Now that the Yahoo shareholder meeting is over and Carl Icahn has been appointed to Yahoo’s board of directors he will be working to rescind severance plans adopted by the board’s compensation committee on February 12 , 2008.

According to a declaration filed in Delaware Court by John Fox, a veteran Silicon Valley employment attorney, the plans were highly unusual. Read the rest of this entry »

When Alfred Amoroso was named chief executive of Macrovision in June 2005, he was given an option to buy 500,000 shares and was guaranteed future option awards good for 125,000 shares each that were to be granted twice a year in each of 2006, 2007 and 2008.

A year later, however, Amoroso and/or Macrovision’s compensation committee evidently had second thoughts. Read the rest of this entry »

Bryant Riley, who filed a shareholder lawsuit against Transmeta in January and said in May he intended to mount a proxy fight at the company’s next annual meeting to have himself and a cohort nominated to its board, will now be nominated to the board by the company itself, according to an agreement announced Tuesday.

Transmeta also agreed to increase its board size from seven to nine directors, and to immediately name to it J. Michael Gullard, who serves on the board of directors at Alliance Semiconductor along with Riley and Melvin Keating, whom Riley had originally nominated along with himself to the Transmeta board.

Riley also agreed to acquire no more than Read the rest of this entry »

Veraz Networks of San Jose lowered expectations for sales in its 2008 second quarter, saying the “June quarter was impacted by a challenging business environment,” according to a press release the company put out before U.S. markets opened Tuesday.

“While our Q2 bookings were satisfactory, the bookings did not translate into Q2 revenues as expected,” said the company’s chief executive, Doug Sabella, in a (under)statement in the release. The company now expects revenue for the quarter ended June 30 “to be in the range of Read the rest of this entry »