We’ll hope to cover all the goofily-twisted pretzel logic by which CEO Hassan and his top officers make their case that the proposed reverse merger with Merck is actually [yet another] triumph — engineered by this vastly-experienced, and entirely selfless pharmaceuticals management team. Technically, the merger is not on the agenda — but it will undoubtedly come up — as will questions about the recently-mailed Executive Compensation Survey, so do tune in.
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Like last year, Schering-Plough’s annual meeting of shareholders is being held in an inconvenient location (Gee — I wonder why?), and at an inconvenient hour — in the very early morning hours, for those of us on the West Coast — through the magic of “the Tubes” (Heh!), I will make it seem like we are all sitting right there, inside Stanley Field Auditorium, microphone on, at The Field Museum, 1400 S. Lake Shore Drive, Chicago, Illinois 60605, at 5:30 AM PDT:
▲ Just like last year, CEO Hassan shuts off the camera, and the mic, during shareholders’ Q&A — relying on his lawyers’ advice that the Q&A is not part of the meeting, proper. However, if anything material is there disclosed, he’ll need to update the SEC — via a Form 8-K within two days.
▲ A TRA “info-mercial” now — it, like the Temodar commercial — is missing the FDA required disclaimers — Schering gets around this by saying it is “not intended to be advocate any specific treatment”. . . Ri-i-i-i-i-ght.
▲ The 6.5 percent annual return is entirely due to his selling the company to Merck — prior to that March 9, 2009 announcement, Total Shareholder Return (in the Schering-Plough current proxy statement), at Year-end 2008, was less than three-quarters of one percent.
▲ CEO Hassan just said that Total Shareholder Return was 41 percent from Year End 2003, to the end of April 2009. That is a misleading figure, for it must be divided by the six and one quarter years — to reach an annualized return. That annualized return is under 6.5 percent.
▲ CEO Hassan is on to talking about his “five stars” — at least three of which are multiple years behind Hassan’s earlier-announced schedule — for approval.
▲ CEO Hassan describes his second day on the job, six years ago, in 2003: “shareholders were angry”. . . . the stock price was $17.25. At year end 2008, the stock price was $17.03. Hmmmm. . . .
▲ Unfortunately, each shareholder proposal garnered a little under 44 percent in favor. Each of these did not pass.
▲ 94 percent of votes cast were in favor of each of the eleven directors.
▲ A commercial for Temodar, now while final tabulation of proxies occurs — the Temodar piece is missing the FDA required disclaimers — Schering gets around this by saying it is “not intended to be advocate any specific treatment”. . . Ri-i-i-i-i-ght.. . . .
▲ No ballots cast from the floor. Looks to be a very small audience.
▲ Statement in favor of proposal for Special Meeting of Shareholders — called by Shareholders, by the Steiners. Management opposes it.
▲ Cumulative voting shareholder proposal made. Management opposes it.
▲ Actually, Mr. Becherer isn’t even listening in — he’s stepping down today — let’s see who gets nominated as Compensation Committee chair, by Form 8-K later today — after the (private, non-webcast) board meeting — which will immediately follow the annual meeting.
▲ Hans Becherer isn’t even in the room — he’s phoning it in! Astonishing.
▲ Eleven directors nominated — no new committee chairmanships listed, yet.
▲ Meeting is now convened — 8:34 AM EDT — Fred looks very tired.
▲ Oh, I see — it’s a commercial loop. Clever.
▲ Those Brook Shields’ (and others’) commercials are just getting started, now — There’s that cute little Nasonex bee in the commercial, the one that experts at Congressional hearings last year testified is, in fact, a device to distract the consumer from fully-retaining, and appreciating the warnings, and other important health information, toward the end of the commercial. Yep — doin’ a heckuva’ job, there — it is now about 8:15 AM EDT.
▲ And. . . we’re all set to go — 7:50 AM EDT.
▲ CEO Fred Hassan. . . at least $51,399,546. . . in change of control payments [times 1.9, or $97.6 million, in total package value — minimum]. . . .
Wow — the shareholders should really ask about that.