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Miller Energy compensation draws opposition [The Knoxville News-Sentinel, Tenn. :: ](Knoxville News-Sentinel (TN) Via Acquire Media NewsEdge) April 17--A settlement deal between Miller Energy Resources and dissident shareholders was endorsed on Wednesday, but a regulatory filing indicates that many investors remain unhappy with the firm's strategy. In a filing made public after the markets closed, Miller reported that in a nonbinding vote on executive compensation -- also known as "Say on Pay" -- only 50.5 percent of the votes cast were in favor of the company's executive compensation plan. In addition, some directors drew opposition from the shareholders who cast votes. CEO Scott Boruff was re-elected to the board with only 63.2 percent in favor, while executive chairman Deloy Miller -- the company's founder and Boruff's father-in-law -- received only 64.6 percent support. According to the Knoxville-based oil and gas firm, 74.3 percent of outstanding shares were present at the meeting by proxy or in person. Compensation is an issue that has been raised before in connection with the company. In December, dissident shareholders proposed an alternate slate of directors for Miller -- including former New Mexico Gov. Bill Richardson -- and complained about "excessive compensation and unacceptable self-dealing" at the company. Miller subsequently announced the elimination of nearly 7.3 million stock options for top executives, and agreed to add Richardson to the board. Some top executives got raises in July, though. Boruff's salary was boosted from $500,000 to $795,000, while President David Voyticky's base salary jumped from $475,000 to $750,000. According to a survey released last year by consultancy Semler Brossy, 91 percent of companies passed their "Say on Pay" proposals with shareholder support of 70 percent or higher in 2013. Joan Heminway, a University of Tennessee law professor who is part of UT's Corporate Governance Center, said the number of votes against Miller's compensation plan could be related specifically to pay, or to broader concerns about the company's financial results or governance. When combined with the number of votes withheld from directors, she said, the results tend to show dissatisfaction "with governance concerns about the firm beyond just pay." Boruff said Thursday that his compensation is benchmarked against peer companies, and that he has always told the board his compensation should reflect Miller's performance in comparison to those peers. He added that certain shareholder advisory firms had recommended the compensation plan be rejected. "And I didn't have a chance to meet with those guys this year," he said. "Which in the future I'm going to meet with them and see what their issues are." ___ (c)2014 the Knoxville News-Sentinel (Knoxville, Tenn.) Visit the Knoxville News-Sentinel (Knoxville, Tenn.) at www.knoxnews.com Distributed by MCT Information Services |