(Recasts with pledge to fix plan; adds comments, vote on
directors and share price move)
By Euan Rocha
TORONTO, April 28 Barrick Gold Corp
Chairman John Thornton promised to fix the
miner's executive compensation plan, especially his own package,
on Tuesday after shareholders voted overwhelmingly to reject it,
the second such rejection in three years.
Although the final tally of the nonbinding say-on-pay vote
was not in, Thornton said early returns indicated that about 75
percent of shareholders who voted rejected the plan.
"Now that is obviously not where we want to be. And that's
obviously not where you want us to be. So I want you to know
that we have heard you loud and clear," Thornton said at
Barrick's annual meeting in Toronto.
Although say-on-pay shareholder votes are not mandatory in
Canada, and companies are not required to take action on the
outcomes, they are important barometers of investor attitudes.
Thornton said Barrick, the world's biggest gold producer,
will take the shareholder feedback and "refine" its compensation
Thornton, who became executive chairman a year ago when he
replaced company founder Peter Munk, said Barrick wants next
year's vote on compensation to be "at a minimum the opposite of
the vote this year, and preferably a whole lot better than
In the lead-up to Tuesday's meeting, some major investors,
including the CPP Investment Board, Canada's largest pension
fund manager, said they would vote against Barrick's pay plan
and withhold votes for some or all director nominees to express
"Shareholders want these lavish rewards to be given once the
performance has been demonstrated, not in advance," said David
Anderson, CEO of executive advisory firm Anderson Leadership
At the heart of shareholder discontent was the $12.9 million
Barrick paid to Thornton in 2014. That was a 36 percent increase
on his 2013 package and came after a year in which Barrick's
stock price fell 39 percent and underperformed its peers.
Two years ago, 85 percent of shareholders who voted came out
against Barrick's pay plan after Thornton was awarded an $11.9
million signing bonus.
That outcry led Barrick to introduce a new compensation
program in March 2014 that tied pay more closely to performance
and included pay in shares that cannot be sold until an
executive retires or leaves the company. Last year shareholders
backed Barrick's pay plan.
Despite weaker-than-expected earnings released on Monday,
Barrick's stock was up nearly 3 percent at C$15.97 on Tuesday on
a firmer gold price.
All 13 directors nominated by Barrick were appointed to its
(Additional reporting by Susan Taylor and John Tilak in
Toronto; Writing by Nicole Mordant in Vancouver; Editing by
Peter Galloway and Jeffrey Hodgson)