Conference 7.286::digital

    AND.....!!!

re: .1

These are the people who determine BP's and other senior management's salary,
stock options, etc.  There have been many people complaining in here about
the type and amount of compensation of various senior managers.  Now is your
chance to make your opinion heard.

Bob

    I am one of those people who have complained. Not about the size of
    the salaries per se (although I have long lost sight of the
    relationship between the size of management salaries in the US and
    delivered performance), no, my complaint was about the fact that
    SLT saw fit to accept raises and stock options amounting to
    many times my salary while _at the same time_ pointing out the
    need for a wage freeze for me (and you).
    
    I _am_ a stock holder. Short of attending the meeting (which
    is a bit far away for me) what do I need to do to get my opinion heard?
    Do I just sign Check the "Withhold Authority" checkbox for all
    the directors? Or is Robert Everett responsible for the salary
    policy and should I withhold authhority for him alone? And how 
    can I make clear (on that little white card) the reason for w
    withholding authority?
    
    Its a bit far away for me to attend is it anybody else going who
    can voice this concern for me at the meeting? Has anybody any
    suggestions about how best to approach this? The floor is open for
    suggestions...
    
    re roelof
    
    PS. Although this issue is several weeks old I have to admit
    that it still disturbs me greatly. Nothing has done more to
    damage my belief and trust in what Digital is (or should be
    about) than this double standard which has been practiced by
    the SLT. 
    
    For any other issue I could have accepted a reason
    (market is slow, middle management problems, it took years to
    get into this situation) but accepting raises under these 
    conditions was _fully_ under control of the SLT I am sure no
    one forced them to accept it and I am sure that if even one
    had expressed the concern how this would look to the troops then
    the Board of Directions could even have _deferred_ payment.
    
    That this is not just "but that's the way it is" was amply
    demonstrated by the Japanese SLT who took a self imposed
    10% pay cut. 
    
    
    
    
    re roelof

re: .3

>    I _am_ a stock holder. Short of attending the meeting (which
>    is a bit far away for me) what do I need to do to get my opinion heard?

Snail mail to the BoD c/o Digital?

>    Do I just sign Check the "Withhold Authority" checkbox for all
>    the directors? Or is Robert Everett responsible for the salary
>    policy and should I withhold authhority for him alone? And how

According to the info that came with the proxy card, the three directors
I listed in .0 serve on the Compensation and Stock Option Committee.  There
are one or two other directors that also serve on that committee, but I've
forgotten who.

I'm not sure what you mean by "salary policy".  Do you mean the salary freeze?
The salary policy in general?  

>    can I make clear (on that little white card) the reason for w
>    withholding authority?

I don't think you can.  The proxy cards go directly to the auditing firm for
tabulation.  I suspect any correspondence enclosed with it will be thrown in
the trash.

Bob

    
    	There is a reason for the way you are voting your shares on each
    proxy card. This field is forwarded to the company along with your
    votes during tabulation. Most proxy firms list the reason comments
    under a seperate section in their final communication to their clients
    along with the total number of votes associated with the general
    comment catagories, ie: excessive payments to corporate officers.
    	Failure to sign a proxy card nullifies its value, and in essence,
    casts your votes for management. 
    	If you wish to express stockholder concerns in the form of votable
    resolutions, you may send those directly to the company in care of its
    Corporate Secretary and copy Investor Relations.
    
    			the Greyhawk

    We must have different proxy cards then. The only areas I can mark
    are checkboxes and signatures and in the case of reelection for
    the board of directors it says:
    
    INSTRUCTION: TO withhold authority to vote for any individual 
    nominee, write that nominee's name in the space provided
    below.
    
    And there's about one line of space in which I would be able
    to put the directors names (which indeed would be the 3 in
    the compensation committee).  Which doesn't give any space
    to elaborate. Now not that I think my 0.00000000001% of
    Digital stock is going to make a difference (on the other
    hand if a good number of people think the way I do then it
    may make a difference) so I really want to get my reasons
    recorded some way or the other. Anybody from legal who
    has ideas?
    
    re roelof
    
    
    
    

>I'm not sure what you mean by "salary policy".  Do you mean the salary freeze?
>The salary policy in general?  

    The policy of exempting senior management from the freeze while
    allowing that same managment to propagate the freeze to
    other (lesser paid) employees.

re: .7

The wording in the proxy info is somewhat vague, but I would guess that the
BoD, upon recommendation of the Compensation and Stock Options Committee of
the BoD, is responsible for this.

Bob

    All the directors up for relection are 70, 71 and 73 years. As a stock
    holder I believe we need some fresh blood, new ideas in the board. So I
    voted NO to reelcting them as Directors. ( My 0.000000006% stock will
    not make any dent in the final outcome - But if every one thinks this 
    way !!! :-) 

    re: previous notes on witholding authority...
    
    I concur, and have acted accordingly. 
    
    A further question:-
    
    Is the reply paid service valid only in the USA or will the UK postal
    service accept reply paid mail to be paid for by DIGITAL in the USA?
    
    				Dave Clark
    				4 year pay freeze an' counting!

    re: previous 2...
    
    Count me in...my shares are just a tiny percent, but at least it made
    me feel good to do it.  I also noticed the ages of the BOD. And, while
    we should not discriminate against anyone on the basis of age, I find
    it hard to believe that many of these 70+ year old, independently
    wealthy, white males really give much thought to what happens here at
    DEC, err, Digital. 
    
    lt
    

    When did you receive your proxy card? Was it recently? I didn't get one
    last year and was told it was the post office's fault. I haven't seen
    one yet this year, either. 
    
    Fred

    Haven't seen mine either.
    
    Brian

    re: last 2
    
    Got mine just yesterday.  
    
    lt
    

I elected to not vote for three of them, 793 times.  I wanted them to
have to take some time and wonder why someone would not vote for the
'slate'.

Maybe we should go to the meeting and ask the hard question?  Why do
they get pay raises and large bonuses when there is a pay freeze? 
Something needs to change, IMHO.

	- mark

    How did you do this? (793 times). I've recieved two proxies. So
    I'm can only vote twice? 

    	In France your shares are normally held by a bank on behalf of you,
    based on a French law that said that ordinary residents could not hold
    non-French shares. I have no idea how my bank will vote.

    Will someone enter the name and address for the Proxy votes please.
    
    Many thanks

I voted NO to all four propositions.

One, because I don't believe that
they are working for my best interests as a shareholder. 

Two because they are all geriatic WASPs who are the main members of the
Compensation Committee who's moto is do as we say not as we do.

And three because when they increase the number of
shares for the employees, we pay and they don't. 

It seems to me that of the
x-million shares held by employees the lions share is held by BOD, SLT and 
zillion VP's we sign up.
Compensation Committee:- 'Oh that's standard practise, giving someone $200K
golden hello and $650K golden goodbye, after 15months of ineffectual
leadership'. 

They should get the Ethics team in to sort that lot out!  

    I received my ballot - however - no return envelope was given.  Any
    ideas how I could get one - or the address to return the card?
    
    Fredda

    Per my envelope:
    
    	Digital Equipment Corporation
    	PO Box 1006
    	Wall Street Station
    	New York, NY 10269-0224

             Digital Equipment Corporation
             PO BOX 1006
             WALL STREET STATION
             NEW YORK NY 10269-0224

    Does anybody have the actual address I can send snail/email to
    the board of directors. I would like to send a short letter
    indictating the reason why I am not voting the members of
    the compensation committee in.
    
    re roelof

    Does anybody have Digital's "by-laws" (statutes) with the board
    application procedure?
    Are these "by-laws" available via Enet?
    
    re Wolfgang

    
    Good question. I believe the Secretary of the Corporation must maintain
    corporate by-laws, etc. That person is Gail S. Mann, assistant general
    counsel and secretary of 'ol Digital. Gail resides at the 146 Main St.
    Maynard, MA 01754-2571 address. Investor Relations maybe able to help,
    but that has yet to be determined. Cheers.
    
    		the Greyhawk

    Isn't it special that Human Resources VP Dick Farrahar sent all us
    employee stockholders a cheery note saying that we're not encouraged to
    attend the annual meeting?
    
    Other than making sure I tell the bald facts to everyone I know, I'm
    struck speechless by this.
    
    Chuck Schneider

The memo is so full of doublespeak, I can hardly stand it.

The tone comes across to me as, sort of,

Now, children, Mommy and Daddy have some important guests coming to visit 
tomorrow.  Mommy and Daddy would like if you would stay in the play room while
they're here.

Bruce 

    This is nothing new, it's just that the message is a bit more
    hamfisted this year.
    
    						Steve

    ...and the part at the end that says if you're going to attend, do it on
    YOUR time.
    
    Ken.....

How much credence can you give someone who uses the word "dialogue" as a verb?

It's scary to think how much we (as in "we the stockholders", even those of us
who are supposed to pretend we're not) pay people for this sort of gobbledygook.

- paul

    A memo from a VP encouraging me not to come to a meeting! He almost
    convinced me to spend a $1,000 on a ticket to fly over and attend the
    AGM just for the hell of it!!! 

    By the way I am located in Israel, and yes the memo was sent to us
    as well and presumably world wide.  Oh well, he probably does not 
    use notes and wants to get his fair share of network usage.  As if
    the network is not slow enough as it is.........mumble, mumble...!

    Shalom
    Baruch

    
    
    
    
    
    Hmm !!! I wonder what they are trying to tell or hide............ 
    I have invested my own hard earned money in this company stock. As an
    investor I would like to know what this company executives are telling
    the investor community. What the powers are telling in the DVN is
    the messages to emplyees which probably will be lot differnent than
    what they tell the investor. ( remember the DVN messages - that our
    first responsibility is to the investor community !- ;).
    
    Yes.. I donot mind attending the meeting in my own time. But I donot
    want an advice from a VP whether I should attend or not. After all as a
    small investor, it is my money at risk.
    

     That memo seemed so out-of-line that I wondered what exactly had
motivated it.  We've all seen memo's which might not have been sent if
30 more seconds of thought had been put into it, but this baby was so
inappropriate that it gave me the impression that it was written out of
some kind of desperation.

                                   Greg

    Truly an embarassing memo. I wonder what "management" thinks the
    employees/owners might do at the meeting?
    
    stunned,
    
    	Fred Deady

    Steve, you say similar (but less hamfisted) memos have come out for
    past years' shareholders' meetings? I didn't recall such, but maybe the
    context was different enough that the earlier memos didn't bother me.
    
    Chuck

re: .35

Yes, i've seen this kind of "stay away" memo in years past too.  Maybe they're
afraid a group of employee stockholders will rush the podium or something.
(Actually i think there might have been an embarassing incident of some kind
many years back that spawned this despicable little tradition.)

- paul

    For whatever reason I haven't received the VP memo, even though I am a
    share owner.
    
    It sounds strangely contradictory of the cordial invitation to attend
    sent with the proxy voting slips.
    
    So would someone be kind enough to forward it to me:
    
    	WELCLU::HILLN
    
    Many thanks

    re .36: See e.g. topic 1522.
    

While I can appreciate the interpretation that this is a condescending,
patronizing request, I think that that interpretation is colored by
the context of times being bad and morale being low.

There's nothing new in this request.

Consider it objectively:  

 - Space is limited.  While I have no idea what normal attendance is,
   the presence of a few hundred to a couple of thousand extra attendees might
   well adversely impact the running of the meeting.
 - We DO have internal access to the type of information that will be 
   presented at the stockholders' meeting.  Think what you will of DVN and 
   "town meetings," we do have access to management and internal communications
   channels that outside stockholders don't have.  (Though the fund manager
   who controls a million shares will have access none of us has.)
 - Consider the apparent perception if the presence of employees 
   was taken as an attempt to "pack the hall" for some purpose (not voting,
   of course - our numbers are too weak).

I don't find the message "hamfisted" or even inappropriate, nor do I see
any malice.

If you have a legitimate question that fits the purpose of a stockholders' 
meeting, by all means attend.

- tom]

    all i could think of while reading it was what are  they going to tell
    the `non-employee' share owners that they don't want us to hear . i
    don't for a minute believe the explanation provided about space and the
    fact  we get dvn communications anyway ....
    
    	...and what about the last piece about if you still want to come be
    it at your own expense on your own vacation time or unpaid leave and with
    the prior consent of your manager 
    
    this is inappropriate at best ....scary at worst ...

re: .40

                           *I* AM A STOCKHOLDER
                           

hope this helps,

Art

    Employees participating in the ESPP are a very important and reliable
    source of capital to the company. Millions of dollars are flowing into 
    the company each buying period. 
    
    BTW: Does someone know the total number of shares currently held by 
         employees ?
    
    Klaus

    .38 thanks a lot

    Now I've read the VP mail I'm left breathless with wonder at the
    content...
    
    At present valuation I've got $6k invested in Digital.  That's MY money
    that I have earned, and paid tax on - it is NOT options or gifts or
    anything like that.  And, like all my investments, it is one made
    through choice, not through force or coercion.
    
    I have also had a 'cordial invitation' as a shareholder to attend the
    meeting.  At the meeting I would expect to hear the report of the
    Executive Officers, to vote on any business, and to address appropriate
    questions to appropriate people.
    
    Whilst some of you have had the chance to question SLT members in the
    last few year's of DVN, I haven't as they've never been broadcast from
    here.
    
    And without attending the AGM none of us has the opportunity to
    publically question Directors of the company.
    
    But this mail strikes me as an attempt to coerce me into not spending
    my time and money to do something which is my right as a shareholder,
    and which is also unique for the opportunity to ask questions of
    particular people not seen on DVNs.

    If I were Mr. Farrahar, I'd be alot more worried about EX-employee
    stockholders who might be planning to attend.
    
    \dave

   > If you still want to come be it at your own expense on your own vacation 
   > time or unpaid leave and with the prior consent of your manager
    
    I understand the part about taking the vacation time. But if I am
    taking vacation , why should need the permission of my manager ?
    
    
    [EOB]

A famous incident of the past was back in the mid 70s (I think) when almost
all of our engineering was in the Mill and Tom Eggers stood up and asked Ken
Olsen what contigency plans we had in case the Mill burnt down.  I believe
after this management actively discouraged employees from asking questions
at the meeting, though I don't think until recently they tried to keep us
from attending at all.

					Steve

From the DEF 14A filing of 09/16/94 (it's lengthy, but availabe on
http://www.town.hall.org/Archives/edgar/data2/28887/0000950135-94-000565.txt
- it is interesting reading):
    

In 1968 the Board of Directors and the stockholders adopted the Employee
Plan for substantially all employees of the Corporation and its participating
subsidiaries, other than directors of the Corporation. Since adoption of the
Employee Plan, a total of 38,800,000 shares have been authorized for issuance
thereunder. At August 1, 1994, approximately 45,300 employees were eligible to
participate in the Employee Plan, and approximately 23,500 employees were
participating.

[...]

During the period July 4, 1993 through July 2, 1994, executive officers of
the Corporation purchased shares under the Employee Plan as follows: Mr.
Pesatori, 696 shares; Mr. Strecker, 696 shares; all current executive officers
as a group, 5,284 shares; and all employees as a group (excluding current and
named executive officers but including current officers who are not executive
officers), 4,710,465 shares.
 
     At August 1, 1994, 35,875,419 shares had been purchased by employees under
the Employee Plan and 2,924,581 shares remained available.

Was Dick Farrahar's memo inappropriate ?

Did Digital send a letter telling all of it's 'regular' stockholders that
the information that's being presented has been published just about 
everywhere and that they 'are entitled to attend, however they are 
neither required nor encouraged to do so'? ............ NOT !
They ( we ? I think ) were cordially invited.

Did Digital advise them as to how to arrange to get time off to attend 
this meeting from their current employer? ............. NOT !

The information sharing is a live interactive two way communication
where a stockholder can raise questions (Unlike the DVN s).

Would an 'employee' stockholder benefit from the ability to raise questions
as another stockholder would ? ........................ YOU BET !
 

    	As en employee stockholder, Bob Palmer presumably got this mail
    too?

(while I wait for some work to complete)

I think they want to avoid embarrassing questions - like last year's question
about Palmer's raise. 

I object to the statement that employees get the chance to ask BP questions. I
have never had that chance. Maybe I'm cynical, but I don't think employees
likely to ask embarrassing questions will get the chance in a DVN or other
meeting)

(On the other hand, I DO get the chance to ask questions to Larry Cabrinetty, VP
of Components and Perhipherals, as he holds irregular meetings for all of his
employees)

    I wonder who they will have at the door to check your notes
    from Daddy (er....manager)?

    
    	I think this was an overreaction from Dick F. on the static the
    SLT has been getting from the troops all over. The key is getting back
    to what made this company great in the first place, and that is the
    appreciation of Digital people by all.
    	Read 3480 and let me know what you think. I honestly believe the
    answer is very simple. Just the execution part that has us chasing
    our tails.
    
    		the Greyhawk

re: getting permission from your manager

One needs permission from one's manager to get time off not to attend the 
meeting

re: speculation on why we're not encouraged to attend
I believe that it's because they don't want to dilute the intended audience of
large stackholders with us peons and our couple hundred shares each.  (I know,
some of us, who've been with the company for 10+ years, might have thousands of 
shares.)

I also think that memo indicates a certain contempt, by its condescending (IMO)
tone, for us little people with our unimportant pennies.  How could we 
possibly have anything to contribute at this very important meeting among these
very important people.  Stay in the other room, children, while we adults 
discuss some important things.  You won't understand, anyway.

Bruce

    
    I used to invest in Digital.
    
    As a second class stockholder, I'll be selling my shares immediately
    after I get them from now on.
    

    RE: .48
    
    In many organizations, one must request vacation approval in advance.
    
    There may even be something in the orange book, or whatever it's called
    these days.
    
    kjg

    Before you believe that by not attending that you are missing the
    opportunity to provide valued input and to debate, or at least speak
    to, the issues to be voted, you should understand that the 'business'
    side of this meeting - indeed any corporation's - is fairly automatic
    and preordained. Motions are made, seconded, voted, and passed before
    you know what is happening. Nothing is being hidden - simply how it's
    done. Even the population in the audience which might hold a few more
    shares than you or I do not provide much input.
    
    What you are missing is the opportunity to hear the president speak -
    you can read it in the globe the next day - and to speak at the 'Public
    Q&A' session. I would argue that anyone in the company has far more
    opportunity to pose a question to a senior manager by either:
    Asking at a DVN
    Sending the manager a mail message
    Calling her on the phone.
    
    Provided, that is, that the purpose of posing a question in a public
    forum like the shareholders' meeting is indeed to get an answer, as
    oppposed to an attempt at either embarassment or self-aggrandizement.

Re: .59

You can't ask at a DVN - unless you're one of the few hand-picked people
to attend the taping, all you are seeing is a rebroadcast of an event which
happened days earlier.  There are precious few opportunities to ask questions
of senior management (or at least with a significant probability of getting
answers.  I know that the few times I have tried to go through the proper
channels to get an answer all I got was silence - not even an acknowledgement.)

					Steve

I've never been to an annual meeting, but I suspect the Q&A has a time limit.

I nominate the Greyhawk to speak for the employee shareholders at the meeting.

It's the same as an investment manager asking questions on behalf of his clients.




He has a published idea for this company, all employees get a chance to see it 
and comment.

Ian #: )

    I would heed the advice and not attend the meeting.  If you do attend,
    my advice is to not embarrass the Company or its officers.
    
    This is not a credit union meeting.
    
    Mark

    RE .48
    
    Yes. One need to tell their manager that he/she is taking vacation. But 
    I donot belive that one need to tell the reason !!!
    
    

I think sending out a mail message that seems to have hurt moral at best, to
the entire world, about not attending a meeting in MA, was not the best thing
to do. How much company resources (network, employees reading it, etc.) was
wasted on a mail message that for those out side of MA/NY was inappropriate.
Like I was planning on flying back to MA to attend this meeting anyway...

I guess it was better to waste all of our time then to have a VP spend some
time figuring out how to send mail to just those people that might be close
enough to attend in the first place.

	James. (Colorado Springs).

    .59  re sending a mail to a senior manager.
    
    Based on my experience you'll get an answer several weeks later from a
    consultant in Corporate Employee Relations, which just about provides
    an answer.
    
    A .65 observes the major effect has been to hurt morale.  That's been
    compounded here by a mail telling us that in 27 days time the office
    will close.  No information can be given about where the staff will be
    relocated to.

Re .49:

>A famous incident of the past was back in the mid 70s (I think) ...

Tom tells the story of his question at the 1968 annual meeting in 604.68, and
1522.24,.26.
				/AHM

    
    	Great story. And great advice....
    
    	Have a similar one from my days at Motorola long, long ago.
    Needless to say I now work at Digital. I kind of like it that way.
    
    		the Greyhawk

    
     Before I came to Digital, I worked at DuPont who not only encouraged
    employee stockholers to attend the shareholder meeting, you didn't even
    have to take time off and they would shuttle you in from all the local
    sites in the Wilmington area. I will admit though with Greenpeace and
    Jesse Jackson, employees were the least of their worries.

	There was an article in a local paper (Middlesex News) saying
	that a european group was to be at our stockholders meeting,
	and they plan on raising heck.   Something along the lines of
	the european countries have been striking/etc against digital,
	and now plan on coming to the stockholders meeting....

	could be interesting...

    See 3495 - IMHO a very well reasoned argument

    My immediate reaction to the memo was anger.
    Then I thought, "Gee, that is the most excited Digital stock has made me
    in years".  I was personally involved in the stockholder process, not
    just painfully watching from the sidelines.  Maybe it was just to get
    us stirred up and conversing.  Just because we have more VPs than a
    mutt has fleas, don't assume some are not clever.
    Maybe the resulting furor was planned.  (8^)