-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LcIRsnMcvhliW4gbup6Pvks++lDpNuB5Ardz4LaFN59v7tuvD6J0tyHXKulS5Gle WFgnlZIug6NKfVJsVTxhew== 0000950134-07-012943.txt : 20070606 0000950134-07-012943.hdr.sgml : 20070606 20070606060305 ACCESSION NUMBER: 0000950134-07-012943 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070606 DATE AS OF CHANGE: 20070606 EFFECTIVENESS DATE: 20070606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE FINANCIAL CORP CENTRAL INDEX KEY: 0000025191 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 132641992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12331-01 FILM NUMBER: 07902562 BUSINESS ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8182253000 MAIL ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: COUNTRYWIDE CREDIT INDUSTRIES INC DATE OF NAME CHANGE: 19920703 DEFA14A 1 v30943defa14a.htm FORM DEFA14A defa14a
 

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.___)

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COUNTRYWIDE FINANCIAL CORPORATION

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6/5/2007
Countrywide Financial Corporation (NYSE: CFC)
Position statement on Proposal #3 in CFC Proxy Statement of April 27, 2007
Countrywide’s 2007 Proxy Statement contains a proposal that urges Countrywide’s Board of Directors to adopt a policy to give shareholders an annual advisory vote on executive compensation. Similar “say on pay” proposals have been on the ballot at more than 40 public companies this year; of the 34 companies where the measure had come to a vote as of June 1, the most current publicly available information indicates it was rejected in all but three instances. Countrywide’s Board of Directors believes this proposal is not in the best interests of our shareholders and recommends you vote AGAINST it for the following primary reasons:
  •   Countrywide has been an outstanding performer.
  •   CFC has one of the best long-term track records of any stock and should not be singled out with such a proposal; our Company’s 5-year and 10-year total shareholder return has been 340% and 561%, respectively.
  •   Countrywide’s Board is in the best position to make compensation decisions.
  •   The Board’s Compensation Committee has access to the best information on compensation practices and has a thorough process in place to determine appropriate executive pay. A proposal that seeks only a simple “yes” or “no” advisory vote on executive compensation could disrupt this process, because it provides no opportunity to give the Board meaningful feedback on compensation details. Moreover, Countrywide already has mechanisms in place to facilitate shareholder input at the Board level.
  •   Countrywide could be placed at a disadvantage in the competition for executive talent.
  •   Intellectual capital is critical to Countrywide’s success, due to the complexity, sophistication and challenges of the financial services industry. As best we can tell, none of our competitors for talent has been required to adopt a similar “say on pay” proposal; adoption of this proposal could impair our ability to recruit and retain top executive talent.
  •   Countrywide’s Board has proactively addressed the executive pay issue, reducing our CEO’s compensation by nearly half from 2007 onward.
  •   Under a contract extension announced by the Board last year, our CEO’s overall annual compensation has been significantly reduced. Under the new contract, annual base pay is reduced 34%, from $2.9 million to $1.9 million; non-equity incentive compensation (annual bonus) is capped at $10 million, a 51% reduction from the 2006 bonus; and the present value of annual equity awards is capped at $10 million, a 47% reduction from 2006. In addition, the Board granted our CEO a term extension award of $10 million, payable subject to certain conditions (see pages 29-30 of 2007 Proxy).

 

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