Cisco shareholders insist on having a say on executive compensation

According to a Christian Brothers Investment Services notice, John Chambers has had some good paydays as the CEO of Cisco, averaging $38.78 million per year in pay during the most recent 6 years. Forbes Special Report on CEO Compensation published in May 2007

In a letter addressed to Cisco shareholders regarding Cisco's upcoming annual stockholder's meeting which was held last week: Chambers and his Board of Directors urged Cisco shareholders to vote NO against a proposal submitted by Christian Brothers Investment Services (backed by 804,564 shares of Cisco common stock), that pushed for a "say on executive pay" proxy resolution during Cisco's annual meeting. One of the reasons Cisco cited for why shareholders should vote NO against the "say on executive pay" proposal was its new Stock Incentive Plan (2nd paragraph, 2nd sentence): However, I found it quite interesting that according to Cisco's new Stock Incentive Plan as amended and restated, Cisco has absolutely no idea on how exactly Cisco's executives will benefit nor the amounts they will receive under the new plan:

Now that's what I call transparency! Cisco stockholders face a 17.4% potential dilution of their shareholdings based on 1.026 billion in Cisco stock options outstanding (including shares restricted to stock awards/units) vs. 5.871 billion (page 10) in total Cisco shares outstanding: Furthermore, Cisco won't allow any of its executives to individually receive more than 5 million Cisco shares during a fiscal year: Obviously that 5 million share limit will "nip in the bud" from the get-go any and all excessive executive compensation at Cisco! Remarkably, Cisco shareholders ignored the advice of John Chambers and his Board of Directors, they instead voted to approve the "say on executive pay" proposal:

What's your take, why do you think shareholders spanked John Chambers at Cisco's annual meeting?

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