NYSE shareholders approve executive pay, reject director

* Some proxy firms recommended voting against pay package

* Shareholders support more say for large stakeholders

* Director Salgado losses support, to hand in resignation

By John McCrank

NEW YORK, April 26 (Reuters) - NYSE Euronext shareholders approved the exchange operator's executive pay structure on Thursday but also rejected the reelection of a director and backed a shareholder proposal to give large stakeholders more say on when meetings are called.

The Big Board parent, coming off a year largely spent working unsuccessfully toward a $7.4 billion merger with Deutsche Boerse, recently said it would add a performance-based incentive worth up to $6 million a year to the compensation package of its chief executive, Duncan Niederauer.

A majority of NYSE shareholders backed the executive compensation plan, but the exact number would not be known until Friday.

One shareholder at the meeting blasted what he called generous bonuses and salaries awarded NYSE executives while the company's shares have languished for several years.

"To me, this is like giving the captain of the Titanic a bonus after he hits the iceberg," Kenneth Steiner, who owns 1,000 NYSE shares, said at the meeting in New York.

NYSE shares were at $26.85 on Thursday afternoon, down roughly 75 percent from the $108 they traded at in late 2006.

Niederauer, who has repeatedly called the stock undervalued and recently oversaw the resumption of $550 million share buyback, received $9.09 million in total compensation last year, up from $7.06 million in 2010.

NYSE Chairman Jan Michiel Hessels noted that certain proxy firms had recommended voting against a so-called 'say on pay' proposal. He said the company would work to address shareholder concerns, but he also pointed to strong top-line growth at NYSE over the years and said the board fully supports management.

Shareholder Steiner also put forth a proposal at the meeting to give holders of at least 10 percent of NYSE stock the power to call special stockholder meetings to vote on important matters, such as electing new directors.

The proposal won the support of shareholders, though the NYSE board, which ultimately decides whether it can go ahead, had recommended voting against it, saying the 10 percent threshold is too low. The board said it planned to introduce its own version of the proposal at the 2013 shareholders' meeting.

ON THE CHOPPING BLOCK

Shareholders also voted on the reelection of the NYSE board's 16 directors, approving the retention of all but one of the directors.

Ricardo Salgado, who missed more than three-quarters of NYSE's board meetings last year, did not receive the necessary votes. He will hand in his resignation, though the NYSE board can choose not to accept it, Hessels said.

He said that Salgado, vice chairman and president of the executive committee of Banco Espirito Santo, Portugal's largest bank, was required to focus on the bank's navigation of the European debt crisis during the year, and was also involved with high-level political discussions of the crisis.

Salgado will continue to serve on the board pending a board decision on whether to accept his resignation.

"There is no doubt in our minds whatsoever that he has always tried to serve the best interests of the company," Hessels said, adding that Salgado had pledged to attend more meetings in the future.

Salgado has been a director of NYSE Euronext and some of its predecessors since 2002.