updated 05:25 pm EST, Tue March 5, 2013
Glass Lewis, ISS, CtW all seek exit of board members
Just before Hewlett Packard's March 20 shareholder meeting, a pair of proxy advisers are pushing for an ouster of several members of the board of directors. Investment firm Glass Lewis has recommended shareholders vote to remove venture capitalist Marc Adreessen, Rajiv Gupta, John Hammergren, and G. Kennedy Thompson from the board, with another firm -- ISS -- suggesting the removal of Hammergren and Thompson also. Both firms blame the directors for inadequate "due diligence" related to the controversial acquisition of British software company Autonomy that has dragged the company's financials down.
The two firms join previous opponent CtW Investment Group in seeking the forced exit of Hammergren and Thompson. CtW endorsed the ISS recommendation, claiming it would continue a board cleanout -- begun after a wiretapping scandal in which the board gave the go-ahead to monitor journalists' conversations, up to the removal of former CEO Mark Hurd over his improper relationship with a female contractor.
"While developments surrounding the 2011 Autonomy deal may continue in the coming months, it is clear that the due diligence process that occurred at that time was not robust," ISS said in a report, that also said that the company's CEO, Hammergren, and Thompson "bear the most responsibility for a very costly oversight failure."
Dieter Waizenegger, recently appointed executive director of CtW, said that "despite having unanimously approved the Autonomy deal, the board continues to try to sweep the debacle under the rug by blaming the mess on a previous CEO it appointed. The Board must hold itself accountable, especially those directors who most clearly failed investors."