CA management retains control

Computer Associates International Inc.'s shareholders last week voted to keep all 10 incumbent directors on the management software company's board, following a public two-month proxy fight initiated by a private investor and CA shareholder.

Estimates show that all CA's nominees received at least 75 percent of the votes. The votes will be certified in about two weeks, but it is not expected the results will vary significantly.

Texas billionaire Sam Wyly initiated the proxy fight in June and criticized the company's tactics and management's large salaries. Ranger Governance Ltd., led by Wyly, lobbied shareholders to vote to remove the current board at CA and replace it with one assembled by his private investor group.

Wyly later revised his plan to a less aggressive one that would partially replace the board, putting four of his nominees inside CA. He said at the time the company's financial value and business practices had fallen off in the past few years, and it needed outside intervention to make management changes. Wyly sold Sterling Software International Inc. to CA for US$4 billion in 2000.

Another part of Wyly's proposal called for CA to be broken into four distinct business units, to eliminate reported product and customer service confusion. In July CA introduced four new software brands at its CA World user conference.

The proxy win did not entirely erase the memory of the battle for CA executives, who told attendees of a press conference following the shareholders' meeting that the company plans to strengthen the lines of communication between CA and its employees, shareholders and customers.

"We intend to stay closer to investors so they understand why we do the things we do," says Charles Wang, CA chairman and founder.

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