By Don Clark And Joann S. Lublin
Two influential proxy advisory firms have urged Intel Corp.
shareholders to vote against the re-election of director John
Donahoe, eBay Inc.'s president and chief executive, citing what
they characterized as a poor attendance record.
Institutional Shareholder Services and Glass, Lewis & Co.
criticized Mr. Donahoe for attending less than 75% of the meetings
held by the Intel board and committees he serves on in 2014.
"We view this as a failure by this director to fulfill a
fundamental responsibility to represent shareholders at such
meetings," Glass Lewis wrote to its clients in preparation for the
Intel annual shareholders meeting scheduled for May 21.
ISS wrote that Mr. Donahoe lacked "a valid excuse" for his
attendance record. Both firms recommended re-election of all other
Intel directors.
A spokesman for Mr. Donahoe referred to a letter sent Thursday
to shareholders by Andy Bryant, Intel's chairman, and Susan Decker,
its lead independent director. The letter urged shareholders to
vote for Mr. Donahoe, attributing his attendance recorded to
unusual demands from his work at eBay last year.
The e-commerce company, which faced pressure from activist Carl
Icahn, decided to spin off its PayPal unit as a separate public
company.
"2014 was an extraordinary year for Mr. Donahoe," the Intel
letter said, stating that his time was constrained because of the
special circumstance of the breakup plan.
The letter added that before 2014, Mr. Donahoe had a strong
attendance record, and that his attendance in 2015 had already
rebounded.
In urging shareholders to re-elect Mr. Donahoe, Intel cited the
value of his expertise, particularly to the company's leadership
team, which is relatively new. Brian Krzanich was named CEO in May
2013.
"During his board service, Mr. Donahoe has provided guidance to
our management team on technology and innovation, and has provided
important insights on Intel's global online presence and the online
experiences of our customers, which are critical aspects of Intel's
strategy for creating long-term stockholder value," the Intel
letter continued. "Mr. Donahoe also brings vital technical and
brand marketing expertise, as well as over 15 years of senior
leadership experience, to our board."
ISS and Glass Lewis are the two biggest U.S. proxy advisory
firms. It isn't unusual for them to urge the defeat of board
members if their attendance slips without what they view as valid
reasons.
Mr. Donahoe is continuing in the role of eBay CEO until the
completion of its breakup later this year. He is expected to serve
as PayPal's chairman thereafter.
Write to Don Clark at don.clark@wsj.com and Joann S. Lublin at
joann.lublin@wsj.com
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