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PeopleSoft Re-elects Incumbent Board Members

Posted March 25, 2004 By Clint Boulton     Feedback

PeopleSoft shareholders pick four board members for re-election in a resounding 95 percent vote.

PeopleSoft shareholders selected incumbent members for the company's board of directors in a resounding vote, formally shutting out Oracle's attempt to place its own members on the board.

A preliminary ballot count taken at the annual meeting of stockholders showed that all four board members were re-elected by 95 percent of the votes for the two-year term. Stockholders voted to re-elect CEO and Chairman Craig A. Conway, A. George "Skip" Battle, Frank J. Fanzilli, Jr., and Cyril J. Yansouni, to the PeopleSoft board.

The Pleasanton, Calif. applications company, which has weathered a protracted battle with Oracle to retain current ownership and leadership, reported that a quorum was present at the meeting, representing 81 percent of outstanding shares.

"We are gratified that PeopleSoft stockholders gave such overwhelming support for the Board of Directors at our annual meeting," said PeopleSoft Board Chairman David A. Duffield in a public statement. "The vote clearly indicates that our stockholders recognize the efforts the Board has made to protect and enhance stockholder value."

After the elections, the remainder of the call included presentations on PeopleSoft's 2003 finances, the ongoing integration of the $1.75 J.D. Edwards acquisition, and fiscal expectations going forward.

Conway was optimistic about PeopleSoft's outlook.

"We are still very, very excited about 2004," Conway said at the meeting. "We started 2003 in an economic downturn and we ended the year the second largest enterprise software company in the world. In 2004, we're looking forward to capitalizing on that position."

Matthew Vandall, of institutional investor Chesapeake Partners, asked if the board would "do the right thing" and approve the Oracle offer for PeopleSoft assuming the current antitrust issues were resolved.

Current board director Skip Battle said the board would "do the right thing" but deflected the question by pointing to the DoJ's allegations of antitrust against Oracle as justification for shooting down the deal.

Oracle earlier proposed an independent board but pulled its slate when the Department of Justice blocked its bid to acquire PeopleSoft.

The vote ends Oracle's attempt to put its own members on the board in the hopes of persuading shareholders that an acquisition would be benefit the company.

Meanwhile, Oracle remains embroiled in a battle with the DoJ over PeopleSoft and both entities are preparing for a showdown in June in the U.S. District Court in San Francisco. The DoJ is convinced Oracle's bid is anticompetitive while Oracle believes the regulatory body's view of the enterprise applications market is too narrow.

In the last few weeks, the DoJ and Oracle have met in court to discuss case management. Presiding Judge Vaughn R. Walker later allowed Oracle to see its competitors' case information.

The DoJ, along with Microsoft and German market leader SAP, asked Walker to protect their trade secrets from Oracle. Walker ruled in their favor.

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