Protest Vote For Bozo Bonus

The ‘Bozo Bonus’ did not attract whole-hearted support from STMicroelectronics’ shareholders at their AGM last week.

Whereas six of the eight resolutions passed at the AGM received shareholder approval ranging from 96% to 99% of voters, there was a sharp drop in the approval for the other two 'Bozo Bonus' resolutions to an approval rating of 74.5% and 71%.


An ST employee and shareholder also pointed out that the voting forms were sent out late, effectively disenfranchising him.


"I would have liked to have voted," he wrote, "but by a strange coincidence my notification and voting forms arrived two days after the AGM. The company must have made sure any employees did not get to have their say on their impressive CEO's performance bonus. The voting results are now in and as expected the bonus was approved but with a 47% turn out (I wonder how many other voting forms were delayed) 75% approved compared to over 99% for all other items on the agenda."


The results are on the ST investors page at (, and click on '2012 AGM Voting Results which are reproduced here:


(click the image to enlarge it)

There were two Bozo Bonus resolutions at the AGM.


One of the resolutions was to: 'approve the delegation to our Supervisory Board of the power to grant Mr. C. Bozotti a special annual bonus of up to 60% of his base salary  . . . . the Special Bonus is intended to provide an incentive to our President and CEO to increase his efforts for the success of us.'


The other one was to: 'to approve the delegation to our Supervisory Board of the power to grant Mr. C. Bozotti up to a maximum number of 100,000 common shares, in the form of Unvested Stock Awards, for services to be rendered in 2012  . . . . . .the Unvested Stock Awards are intended to provide an incentive to our President and CEO to increase his efforts for the success of us.'


 According to Bloomberg Businessweek, Bozotti got total cash remuneration for 2011 of  $3.9 million made up of $1 million in salary, $1.5 million in bonus and $1.4 million in 'other compensation'.


According to IC Insights, ST's revenues dropped 21% between Q1 this year and Q1 last year in a flat market, while ST's share price has halved in the last twelve months and the company's revenue run-rate is back to where it was seven years ago when Bozotti took over as CEO.



  1. one among the brooks

    It is time for small shareholders to take action and become a member of the new “STM Small Shareholders’ Group”:
    To join, just write to

  2. Hi [Anonymous] it seems to have come to light in these comments that ST has been sending its voting papers to employee shareholders and former-employee shareholders very late in the day. Clearly this is something they ought to rectify. When I asked ST about this, they said preople could vote on-line without wating for the form. It’s a bit weaselly becasue who’s going to rmemeber every year to do this? Hopefully ST will reform this situation but I wouldn’t hold your breath.

  3. Hi David,
    I’m a former ST employee still owning some ST shares. I’ve received my voting form in the mailbox one week ago, on June 22nd so well about four weeks the AGM had taken place. Since I’m based in Catania, Italy, home of one of ST’s main sites, I assume that a lot of current or former ST employees has received their voting instructions at around the same date.
    As this is used to say, just FYI.

  4. Mine came on monday… Is there anything can be done to invalidate the resolution?

  5. That’s exactly what’s happening, [Anonymous] Bozo better spend his bonus wisely because it may very well be the last one he gets

  6. Looks like the minions are getting restless……. The shareholders of WPP rejected Martin Sorrell’s over generous pay package. Let’s hope more major shareholders grow some balls!

  7. Ah, yes, the incompetent and self-fulfilling elitist nomenklatura runs everything it touches to the ground. May it be entire countries or former world-class businesses.
    It’s indeed a cozy club and we all want part of it. Just ask any of the millions of highly indebted European careerist minio.., sorry I mean European corporate employees of course.

  8. It’s all a big club where they add people to the Board who are “like minded” and will continue the feeding frenzy of increasing badly performing management with excessive rewards under the bullshit they convince themselves of that it costs to acquire the services of such a hidden talent as Bozotti. I doubt he could survive in the real world and hopefully he will be turned out in time like the rest of the bozos who are mishandling the European crisis.

  9. Yes indeed, Terry, it’s beginning to look rather squalid.

  10. Ha ha, ST is a rotten borough!

  11. anonymous former ST

    Note that an other interesting vote took place on Martine Verluyten, CFO at mobistar, for her talents in finances… Dont ask yourself why !
    She is non-executive director in several other places -I just learned what this means on wikipedia. And she started her carrier as senior auditor. How can you start being senior ?#[:~([??
    Well, this non-executive director seems an title worth to have, as stericsson former CEO, Mr Delfassy, was given it from stericsson’ IP provider imagination… All of this makes sens.
    BTW, I also received my form yesterday :-(

  12. Oh dear. Sounds as if ST are seriously delinquent on this. Presumably the case comes under Dutch company law which, one assumes, has provisons for negating a vote at a company AGM where proper procedures have not been followed. And proper procedure has to include getting the voting forms to shareholders in time for them to vote. This could be pretty serious for ST.

  13. I have still not received my AGM voting instructions for ST’s meeting. And this is not the first year this has happened.
    After notifying ST’s corporate governance about this issue, I was told that AGM voting instructions were sent out beginning of May, implying my case was an anomaly. And in any event, ST continued, voting instructions were posted online at
    However, if you take the time to read the voting instructions, they are only applicable to shareholders with holdings via Euroclear France S.A.. Direct registered shareholders, and I expect ST employees are among these, only have voting materials by post…which as “fate” would have it, seem to arrive several days after the AGM every year.

  14. Yes [Anonymous] clearly ST’s investor relations people have to respond to this. It may well be that if voters were dis-enfranchised by the late sending out of voting papers then the votes are invalid and the votes on the Resolutions including the Bozo Bonus will have to be held again

  15. Yes,[Anonymous] it would be very interesting indeed to hear Tjerk Hooghiemstra’s response. It looks as if there could have been dirty work at the crossroads here.

  16. “The last thing we want is for him to redouble his efforts and lose us $2bn this year” haha classic.
    Funny that there is a lot of discussion in Europe on bankers taking as much as they can get. Second in line were real estate coorporations, followed by medical care coorporations (hospitals and such) and educational institutes, which also spend a large percentage of their money on a few top directors without showing good results.
    Can we soon add tech companies to the list, or is ST an exception? Has this been ongoing for years but nobody noticed due to the good results from the affected companies, large due to the shift to electronics in the world economy rather than due to their own performance?

  17. Just got my voting form to day June 6. Asked the invsetor relation dpt if this was a common practice vote out employees.

  18. I have to agree that voting forms were sent out to ST employees very late. Mine arrived on the day of the AGM and over a week after the deadline for submitting votes. I am totally disgusted by this behaviour and I would have voted against the Bozo bonuses as would many of my colleagues. I have an opportunity to discuss this with Tjerk Hooghiemstra in the coming weeks – it’ll be interesting to see his response.
    The last thing we want is for him to redouble his efforts and lose us $2bn this year. he obviously has no talent as a CEO and has no charisma or vision. The sooner we are rid of him the better. We should preferably replace him with someone from outside of ST with both ability and charisma.

  19. It seems that ST have some questions to answer on this one.

  20. Perhaps all those that would have voted against received their voting form and notification, like me, after the meeting had taken place!

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