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City Comptroller William C. Thompson, Jr. today announced that two companies, Cooper Tire & Rubber Company and Journal Register Company, have agreed to a New York City Pension Funds’ proposal seeking that the companies’ Boards of Directors adopt a majority vote standard for the election of directors in uncontested elections. Another company, Teradyne, Inc., has agreed to include a management proposal on the issue in its 2007 proxy.

“Adopting a majority vote standard in uncontested director elections is fundamental to good corporate governance,” Thompson said. “I applaud Cooper Tire & Rubber and Journal Register Company for adopting a democratic system and Teradyne for including the issue in its proxy. These companies understand the value of protecting shareholder rights.”

In February, Journal Register Company of Yardley, PA, and Cooper Tire & Rubber Company of Findlay, OH, notified the Comptroller that their Board of Directors had approved amendments to their By-Laws providing that Directors will be elected by a majority of votes cast in uncontested elections.

Also in February, Teradyne, Inc. of Boston, MA, wrote to the Comptroller informing him that “the Board of Directors of Teradyne has voted to include a management proposal in its 2007 proxy to amend the Amended and Restated By-Laws of Teradyne to adopt majority voting in uncontested director elections.”

The Funds’ proposal specifically requested that a corporation’s Board of Director’s “initiate the appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.”

Last year, the Funds co-sponsored a similar proposal at Teradyne, which was submitted by the United Brotherhood of Carpenters. The proposal garnered 41.2% of the shares voted.

As a result of the companies’ actions, Thompson has withdrawn the Funds’ proposals filed on behalf of the New York City Employees’ Retirement System (NYCERS), New York City Police Department Pension Fund, New York City Fire Department Pension Fund, New York City Teachers' Retirement System, (TRS) and New York City Board of Education Retirement System (BERS).

Collectively, the Funds hold 1,428,853 shares in these companies valued at $18,761,245.

The trustees for the Pension Funds are:

NYCERS: New York City Finance Commissioner Martha E. Stark (Chair); New York City Public Advocate Betsy Gotbaum; Borough Presidents Scott Stringer (Manhattan), Helen Marshall (Queens), Marty Markowitz (Brooklyn), Adolfo Carrion (Bronx), and James Molinaro (Staten Island); Lillian Roberts, Executive Director, District Council 37, AFSCME; Roger Toussaint, President Transport Workers Union Local 100; and, Carroll (Carl) Haynes, President, International Brotherhood of Teamsters, Local 237.

TRS: New York City Finance Commissioner Martha E. Stark (Chair); Deputy Chancellor Kathleen Grimm, New York City Department of Education; and, Sandra March, Melvyn Aaronson and Mona Romain, all of the United Federation of Teachers.

Fire Department Pension Fund: Mayor Michael Bloomberg; New York City Fire Commissioner Nicholas Scoppetta (Chair); New York City Finance Commissioner Martha E. Stark; Stephen Cassidy, President, James Slevin, Vice President, Robert Straub, Treasurer, and John Kelly, Brooklyn Representative and Chair, Uniformed Firefighters Association of Greater New York; Peter Gorman, President and Captains’ Rep., Nicholas J. Visconti, Chiefs’ Rep., and Stephen J. Carbone, Lieutenants’ Rep., Uniformed Fire Officers Association; and, Joseph Gagliardi, Marine Engineers Association.

Police Pension Fund: Mayor Michael Bloomberg; New York City Finance Commissioner Martha E. Stark; New York City Police Commissioner Raymond Kelly (Chair); Patrick Lynch, Patrolmen’s Benevolent Association; Michael Palladino, Detectives Endowment Association; Edwin Mullins, Sergeants Benevolent Association; Anthony Garvey, Lieutenants Benevolent Association; and, John Driscoll, Captains Endowment Association.

BERS: Mayoral appointees Schools Chancellor Joel I. Klein, Alan D. Aviles, Philip A. Berry, David C. Chang, Tino Hernandez, Edison O. Jackson, Richard L. Menschel and Marita Regan; Borough President appointees Luis Peguero (Bronx), Martine G. Guerrier (Brooklyn), Vivian Farmery (Manhattan), Michael Flowers (Queens), and Joan Correale (Staten Island); and employee members Thomas J. Malanga of the International Union of Operating Engineers, Local 891, and Milagros Rodriguez of District Council 37, Local 372.

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