LIUNA Gets Major Boost in Withhold Campaign and Efforts for Accountability at Toll Brothers

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<strong>Washington &mdash; March 3</strong><br />RiskMetrics, a financial research and analysis firms, advised its shareholder clients to withhold their votes for the re-election of Board Chairman and CEO Robert Toll and to reject the company&rsquo;s proposed CEO bonus plan. <br /><br />The RiskMetrics&rsquo; recommendation is a major boost for the effort by LIUNA (Laborers&rsquo; International Union of North America) to increase corporate accountability at Toll Brothers. Last week, LIUNA sent letters to fellow shareholders asking them to withhold votes for Toll and to reject the proposed CEO bonus plan. <br /><br />&ldquo;At a time when Toll Brothers&rsquo; shareholders have seen a stock price decline of 50 percent over the last three years and 35 percent in just the last year, the people responsible for the company&rsquo;s decline need to be held accountable,&rdquo; said Terence M. O&rsquo;Sullivan, LIUNA general president. <br /><br />O&rsquo;Sullivan said LIUNA takes issue with Toll Brothers&rsquo; corporate governance practices that protect the company&rsquo;s board, despite the company&rsquo;s poor performance. Specifically, LIUNA notes that Toll Brothers has failed to adopt a majority vote requirement, maintains a classified board structure, continues to combine the roles of chairman and CEO, has a significant percentage of nonindependent directors on the board, has adopted a &ldquo;poison pill&rdquo; without shareholder input and refuses to disclose its succession plans. In light of these deficiencies, LIUNA is encouraging shareholders to register their concerns by withholding support for Robert Toll&rsquo;s re-election as chairman of the board.<br /><br />Record losses at Toll Brothers have not stopped the board from seeking shareholder approval for a cash bonus plan for Robert Toll that spends 2 percent of the company&rsquo;s income before taxes and bonuses. The plan allows a bonus of as much as $25 million annually. LIUNA believes the bonus plan&rsquo;s lack of defined performance goals and its latitude to allow the company to pick and choose from more than 30 metrics to determine whether standards are met makes the plan unworthy of shareholder support. <br /><br />&ldquo;It is unconscionable that one individual can receive a $25 million bonus while shareholders suffer as the company&rsquo;s homebuilding and mortgage practices contribute to America&rsquo;s increasing slide into recession,&rdquo; said O&rsquo;Sullivan.<br /><br />The shareholder activism at Toll Brothers is part of a larger effort launched last fall that seeks to protect workers&rsquo; pension funds and restore confidence and accountability to the mortgage industry and housing market. The effort includes a series of shareholder proposals filed with companies in the home building and mortgage industry that require increased mortgage practices disclosure, reduce conflicts of interest at credit rating agencies and address CEO succession planning.<br /><br />Last year, LIUNA raised concerns regarding Toll Brother&rsquo;s executive compensation practices and recommended withholding support from the chairman of the company&rsquo;s compensation committee. Shareholders responded with a large withhold vote. LIUNA anticipates even greater shareholder support this year. <br /><br />LIUNA has a unique position regarding the housing market crisis. &ldquo;Our members face a triple threat because they are impacted as workers facing job loss, as pension holders and as homeowners,&rdquo; said O&rsquo;Sullivan. &ldquo;Nearly 200,000 construction workers lost their jobs in 2007, as many as 2 million homeowners face foreclosure and hundreds of billions of dollars in shareholder value have been lost.&rdquo;<br />

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