Activision Blizzard Announces Results of Annual Meeting of Shareholders and Adjournment With Respect to Say-on-Pay Proposal
June 14 2021 - 6:22PM
Business Wire
Activision Blizzard, Inc. (Nasdaq: ATVI) today announced that it
convened its 2021 Annual Meeting of Shareholders (the “2021 Annual
Meeting”) as scheduled and considered all items of business with
the exception of Proposal 2, the shareholder advisory vote on
executive compensation (the “Proposal”).
At the 2021 Annual Meeting held today, 86.54% of the Company’s
outstanding shares were represented in person or by proxy. Of the
matters presented for shareholder vote: all ten nominees for
director were re-elected, with an average of 96.27% of the votes
cast in favor; and on the appointment of PwC as the Company’s
independent registered public accounting firm, 97.13% of the votes
were cast in favor.
Based on requests from shareholders for additional time, the
independent members of the Activision Blizzard Board believe it is
in the best interest of its shareholders to extend the opportunity
for shareholders to vote on this important matter, and therefore
recommended an adjournment to allow additional time for
shareholders to submit proxies with respect to the Proposal. The
2021 Annual Meeting will be reconvened on Monday, June 21, 2021 at
9:00 a.m. Pacific Time (the “Reconvened Annual Meeting”). The sole
matter of business before the Reconvened Annual Meeting will be the
Proposal.
The independent members of the Activision Blizzard Board have
determined, based on requests from shareholders, that it is
necessary and appropriate to leave voting for the Proposal open in
order to provide shareholders with adequate time to review and
consider the Company’s recent responses to statements that were
published and recirculated about the Company’s executive
compensation practices that the Company believed to be misleading,
in particular related to CEO and COO compensation. The Board
members believe that obtaining informed shareholder feedback
related to Activision Blizzard’s compensation policies and
practices is of fundamental importance, and therefore, allowing
additional time for shareholders to meaningfully participate in the
vote better represents their interests.
The Company’s recent responses highlighted the following points
and corrections:
- Despite exceptional shareholder returns the Company has made
significant changes to address shareholder feedback –
Meaningful executive compensation changes have been made to address
shareholder concerns directly, including an amended and extended
contract for our CEO.
- The Company has made substantial and sustainable reductions
in CEO compensation – The Company’s amended CEO contract has
had an immediate and sustainable impact on our CEO’s compensation
by:
- Decreasing our CEO’s base salary and cash bonus by 50% and
putting his target cash compensation at the bottom 25th percentile
of the CEOs in the Company’s peer group;
- Ensuring that 95% of our CEO’s total compensation is
performance-based and fully at risk;
- Capping our CEO’s 2021 and 2022 target equity bonuses below the
median of the Company’s peer group; and
- Ensuring that our CEO’s equity bonuses are shaped, in part, by
his success in driving a more diverse, equitable, and inclusive
workplace and in making the Company’s operations even more
sustainable.
- The Company has more closely aligned CEO and shareholder
interests – The Company has increased its CEO equity-holding
requirement to 50x his base salary, representing among the highest
in the S&P 500.
- The Company has significantly reduced the 2021 CEO incentive
award – The Company’s Compensation Committee, after discussions
with our CEO, took a significant step to reduce the
originally-anticipated value of his 2021 performance-based equity
award – reducing the value of its maximum payout opportunity by
approximately 40%.
- Previous support for the Company’s Say-on-Pay proposals
– Despite some recent claims to the contrary, Activision
Blizzard has not repeatedly received low votes on its Say-on-Pay
proposals in recent years. In 2019, the Company’s Say-on-Pay
proposal received support from 82% of shareholders, and in 2018 it
received support from 92% of shareholders.
Activision Blizzard will continue to solicit proxies from
shareholders with respect to the Proposal, and electronic voting
platforms are expected to remain open. The Board recommends that
shareholders vote “FOR” the Proposal and approve the Company’s
executive compensation. The record date for determining
shareholders eligible to vote on the Proposal remains April 19,
2021.
Activision Blizzard encourages any eligible shareholder that has
not yet voted their shares or provided voting instructions to their
broker or other record holders to do so promptly. If a shareholder
has previously submitted its proxy and does not wish to change its
vote, no further action is required. Shareholders who need help
voting their shares may call Activision Blizzard’s proxy solicitor,
Alliance Advisors, at (855) 928-4492.
Activision Blizzard expects to file the voting results regarding
the other proposals considered today at the 2021 Annual Meeting on
a Form 8-K with the Securities and Exchange Commission no later
than June 18, 2021.
About Activision Blizzard
Our mission, to connect and engage the world through epic
entertainment has never been more important. Through communities
rooted in our video game franchises we enable hundreds of millions
of people to experience joy, thrill and achievement. We enable
social connections through the lens of fun, and we foster purpose
and a sense of accomplishment through healthy competition. Like
sport, but with greater accessibility, our players can find purpose
and meaning through competitive gaming. Video games, unlike any
other social or entertainment media, have the ability to break down
the barriers that can inhibit tolerance and understanding.
Celebrating differences is at the core of our culture and ensures
we can create games for players of diverse backgrounds in the 190
countries our games are played.
As a member of the Fortune 500 and as a component company of the
S&P 500, we have an extraordinary track record of delivering
superior shareholder returns for over 30 years.
Our enduring franchises are some of the world’s most popular,
including Call of Duty®, Crash Bandicoot™, World of Warcraft®,
Overwatch®, Hearthstone®, Diablo®, StarCraft®, Candy Crush™, Bubble
Witch™, Pet Rescue™ and Farm Heroes™. Our sustained success has
enabled the company to support corporate social responsibility
initiatives that are directly tied to our franchises. As an
example, our Call of Duty Endowment has helped find employment for
over 80,000 veterans.
Learn more information about Activision Blizzard and how we
connect and engage the world through epic entertainment on the
company's website, www.activisionblizzard.com.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of
1995. We may, in some cases, use terms such as “predicts,”
“believes,” “potential,” “proposed,” “continue,” “estimates,”
“anticipates,” “expects,” “plans,” “intends,” “may,” “could,”
“might,” “will,” “should” or other words that convey uncertainty of
future events or outcomes to identify these forward-looking
statements. Such statements are subject to numerous important
factors, risks and uncertainties that may cause actual events or
results to differ materially from the Company’s current
expectations. These and other risks are described in the Company’s
periodic reports, including the annual report on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K,
filed with or furnished to the Securities and Exchange Commission
and available at www.sec.gov. Any
forward-looking statements that the Company makes in this press
release speak only as of the date of this press release. The
Company assumes no obligation to update forward-looking statements
whether as a result of new information, future events or otherwise,
after the date of this press release.
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Activision Blizzard, Inc. Investors and Analysts:
ir@activisionblizzard.com or Press: pr@activisionblizzard.com
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