May 27, 1998 7:15 PM PDT

Sybase shareholders speak out

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Sybase shareholders today backed a CalPERS proposal that urges the database software company to adopt annual elections for its board of directors.

So far, the votes that have been cast in favor of the California Public Employees' Retirement System proposal represent 37 percent of the company's outstanding shares, said Sybase spokesman Mary Shak Rockman.

"What this means is that the board will look at the recommendation and discuss it at the next board meeting," Rockman said. "And then they will make a decision based on [both] the CalPERS recommendation and shareholder vote."

The next board meeting will be held in August.

"Certainly, we take the opinions of shareholders seriously, and the board will have an active discussion [about this proposal]," said Sybase chief executive Mitchell Kertzman.

Earlier this month, CalPERS sent an "urgent message" to Sybase stockholders to vote in favor of the shareholder proposal, which recommended that the company amend its bylaws so that all members of its board of directors will be subjected to annual elections, instead of staggered three-year terms.

The approval of the proposal is a message to the company that the share owners do want this change, said CalPERS spokesman Brad Pacheco, who called the vote a "victory."

"We hope that the board will act immediately to change their bylaws to have annual elections," he said. "They can't ignore the wishes of the shareholders."

CalPERS will continue to monitor Sybase's performance, and is taking a wait-and-see approach until after the board meets, Pacheco said.

The passage of the proposal does not require the board to change its bylaws, rather it is just a recommendation by the shareholders to do so.

(Kertzman is a director of CNET: The Computer Network, publisher of NEWS.COM).

 

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