Statement from NYC Comptroller Stringer on EpiPen-Maker Mylan’s Shareowner Meeting
June 22, 2017
(New York, NY) — Today during its annual shareowner meeting, EpiPen-maker Mylan NV (NYSE: MYL) refused to disclose voting results on the company’s board of directors election and a “say-on-pay” proposal. Instead, the company merely announced that that all director nominees were elected and that “say-on-pay” was rejected by shareowners.
Under Mylan’s obscure voting requirement, a supermajority is required to remove a director. That means nominees could have been “elected” with as little as 34% of votes cast. That Mylan refused to announce the vote totals could signal that investors have lost confidence in Mylan’s board, despite their re-election under these obscure rules.
The company’s failure to disclose the results comes after six directors faced a “vote no” campaign by an $800 billion coalition of institutional shareowners led by New York City Comptroller Scott M. Stringer on behalf of the New York City Pension Funds. Other coalition members include New York State Comptroller Thomas P. DiNapoli and the California State Teachers’ Retirement System (CalSTRS). In its May 30 letter to Mylan shareowners, the investor group made the case that the time had come to hold Mylan’s board accountable for its costly record of compensation, risk, and compliance failures.
In light of the board awarding Chairman and former CEO Robert Coury roughly $100 million in 2016 despite a massive public relations debacle, poor stock performance, and allegedly overcharging the government for life-saving products, the group also urged shareowners to vote against Mylan’s executive compensation plan – known as the “say-on-pay” proposal. In a major victory, Mylan announced that shareowners rejected this proposal.
In response to Mylan’s refusal to release the vote totals, Comptroller Stringer released the following statement:
“Mylan’s silence speaks volumes. By failing to disclose the voting results during today’s shareowner meeting, Mylan’s board telegraphed that directors faced strong opposition. With its costly record of oversight failures and public relations debacles, this hardly comes as a surprise. This company massively hiked prices on life-saving drugs, allegedly overcharged the government for its products, and allowed excessive executive pay to go unchecked — all ultimately fundamental failures of board oversight. It’s not just investors who were harmed as a result — everyday consumers and American taxpayers also suffered.
“It’s clear why shareowners rejected the company’s excessive pay package and are calling to overhaul the board. It’s simply untenable for directors who received substantial opposition to remain in the boardroom. Doing so would further erode confidence in this company from investors and the public alike while harming the directors’ reputations. It’s time for real change and real accountability.”
Comptroller Stringer serves as the investment advisor to, and custodian and a trustee of, the New York City Pension Funds. The New York City Pension Funds are composed of the New York City Employees’ Retirement System, Teachers’ Retirement System, New York City Police Pension Fund, New York City Fire Department Pension Fund and the Board of Education Retirement System.
In addition to Comptroller Stringer, the New York City Pension Funds’ Trustees are:
New York City Employees’ Retirement System: Mayor Bill de Blasio’s Representative, John Adler (Chair); New York City Public Advocate Letitia James; Borough Presidents: Gale Brewer (Manhattan), Melinda Katz (Queens), Eric Adams (Brooklyn), James Oddo (Staten Island), and Ruben Diaz, Jr. (Bronx); Henry Garrido , Executive Director, District Council 37, AFSCME; John Samuelsen, President Transport Workers Union Local 100; Gregory Floyd, President, International Brotherhood of Teamsters, Local 237.
Teachers’ Retirement System: Mayor Bill de Blasio’s Appointee, John Adler (Chair); Raymond Orlando, representing the Chairperson of the Panel for Educational Policy and Debra Penny, Thomas Brown and David Kazansky, all of the United Federation of Teachers.
New York City Police Pension Fund: Mayor Bill de Blasio’s Representative, John Adler; New York City Finance Commissioner Jacques Jiha; New York City Police Commissioner James P. O’Neill (Chair); Patrick Lynch, Patrolmen’s Benevolent Association; Michael Palladino, Detectives Endowment Association; Edward D. Mullins, Sergeants Benevolent Association; Louis Turco, Lieutenants Benevolent Association; and, Roy T. Richter, Captains Endowment Association.
New York City Fire Department Pension Fund: Mayor Bill de Blasio’s Representative, John Adler; New York City Fire Commissioner Daniel A. Nigro (Chair); New York City Finance Commissioner Jacques Jiha; James Slevin, President, Gerard Fitzgerald, Vice President, Edward Brown, Treasurer, and John Kelly, Brooklyn Representative and Chair, Uniformed Firefighters Association of Greater New York; John Farina, Captains’ Rep.; Paul Ferro, Chiefs’ Rep., and Jack Kielty, Lieutenants’ Rep., Uniformed Fire Officers Association; and, Thomas Phelan, Marine Engineers Association.
Board of Education Retirement System: Schools Chancellor Carmen Fariña; Mayoral: Issac Carmignani, T. Elzora Cleveland, Vanessa Leung, Gary Linnen, Lori Podvesker, Stephanie Soto, Benjamin Shuldiner, Miguelina Zorilla-Aristy; Michael Kraft (Manhattan BP), Debra Dillingham (Queens BP), Geneal Chacon (Bronx BP), April Chapman (Brooklyn BP), and Peter Calandrella (Staten Island BP); and employee members John Maderich of the IUOE Local 891 and Donald Nesbit of District Council 37, Local 372.