Conference 7.286::digital

    Why? Is something special going to happen? 

    Generally around stockholders meeting memos go out asking employees
    to stay away so that there is enough room for the other stockholders.
    In the past this never bothered me because I believed that what 
    management had to say would be things I'd heard before. And in the
    past this has generally been true. Management uses the annual meeting
    as a sales tool to sell stockholders on how good the company is and
    show them great new products. All this is generally old news to me
    by meeting time. But I do agree that this is a good sales opportunity.

    There is also not usually any controversial to come up either. I send
    in my proxy (no on the auditor choice and yes on everything else). No
    big deal. What will make this meeting any different from all those in
    the past? And oh by the way, I am not about to do anything at a public
    meeting to embarrass management. Sorry, but I need my job, so unless
    the odds are very very good I'll be at work that day.

    			Alfred

    I have been a loyal employee for close to 19 years. For once I want to
    attend the shareholders meeting. Seeing what is going on in the field,
    I am a recent COD person, who also left a safe job to go out in the 
    field and try and help DIGITAL. I am shocked at what I am seeing
    happening here in the field. I am attending the meeting in November to
    see what goes on at these meetings. i.e. first hand.
    
    D_R
    

    I am also  a long term employee who has never attended  a
    stockholders meeting for the reasons described in a previous reply.
    But i keep wondering, "How many employees are stockholders?"
    And, are we the majority? 
    I have never seen this information published any where, but gee, don't
    a lot of employees buy stock through payroll deductions?
    It seems to me that WE the employees just might make up the majority
    and it might behoove us to attend the stock holders meeting. 
    
    Just my opinion,
    	Frank pennington

    If my memory servers me right, I think more than 80% of Digital is
    owned by investor companies. Anyone in the know can correct me if I
    am wrong.
    
    Dave
    

    
    page 15 of today's Boston Globe, "SJC upholds Raytheon ouster.."
    
      'Concluding that the company had made a business decision, the
    Supreme Judicial Court yesterday upheld the right of Raytheon Co.,
    the Lexington-based weapons systems manufacturer, to force out a
    vice president who publicly criticized increased defense spending.
       The SJC unaminously rejected arguments by Lawrence J. Korb, a 
    former assistant secretary of defense hired to head Raytheon's
    operations in Washington, that the dismissal violated his right to
    free speech.
       "Korb is free to express whatever opinions he wishes", wrote
    Justice Ruth I. Abrams, author of the SJC opinion. "Raytheon need
    not pay him to do so." ...'
    
       So forewarned.
    
    clay

>                    <<< Note 1522.3 by PENUTS::PENNINGTON >>>
>                            -< Are we a majority? >-
...
>    But i keep wondering, "How many employees are stockholders?"
>    And, are we the majority? 
>    I have never seen this information published any where, but gee, don't
>    a lot of employees buy stock through payroll deductions?

From the September 1990 Notice of Annual meeting, pages 18-19:
  - As of August 1, 1990, 94,400 employees were eligible to participate
    in the Employee Stock Purchase Plan, and 49, 400 were participating.
  - The Plan authorizes the issuance of 25,500,000 shares of stock.
    As of August 1, 1990, 19,419,821 shares had been issued, with just 
    over 6 million still available.

This is out of about 125 million shares of stock outstanding.
There is no mention of how many of the shares issued to employees
remain in their hands.  As many people sell as they buy, we could expect
the number of shares still in employee hands is quite a small fraction
of 125 million shares.

- tom]

    To go to the Stockholder's meeting to listen makes sense.
    To go to make a raise issues and concerns is ill-advised.
    
    Those of you ready and willing to risk your jobs and careers to speak
    out...
    
       1.  Don't do it in public, we've trouble enough in the marketplace
           as it is.
       2.  Look to the big stock-holders, they've a BIG stake in this
           company (more than you and I) and will listen--believe it.
       3.  Some of the biggest are Directors, and not necessarily
           employees.  Read your Annual report and prospectus, with a 
           minimum of effort, you can reach them if you're serious.
       4.  I can't imagine any Director being refused an account to read
           this file, if one asked (mindblowing, right?).
       5.  Don't act in heat or haste, unpleasant consequences are likely
           to follow (DIGITAL.NOTE goes bye-bye for starters if you push 4).
       6.  An anonymous approach will be taken less seriously.
    
    I don't personally recommend anyone take such a high-risk course of
    action.  My experience has convinced me that eventually corrective 
    moves are made, once problems and likely causes are patently obvious
    to any observer.  And, it seems to me that we are probably there by
    now.
    
    The point of this repy is simply "if you're going to be a fool, don't
    be a damn fool".
    
    Gordie

	A few years ago I attended a stockholder's meeting, more
	out of curiosity. It was short, scripted, and frankly,
	pretty boring.

	After the "official meeting" ended, KO did open the floor
	to general questions from the stockholders (Please state your
	name and number of shares held) and there were a few, and 
	a fair attempt at reasonable answers were made.

	I wonder if they'll have coffee and stale pastry afterward, again?

	I'd think it would be very inappropriate for an employee to
	bring something up that was based on knowledge gained as an employee,
	rather than information publicly available, that any stockholder
	would have access to.

					Tom_K

    In a widely held company, a voting block of 2-5% of the shares can have
    a significant affect. 

    
   .8>	After the "official meeting" ended, KO did open the floor
   .8>	to general questions from the stockholders (Please state your
   .8>	name and number of shares held) ...
    
       They ask for number of shares held?
    
       One could argue that divulging this may have an effect on the
    response and/or action received. (That is, if you stand there and say
    you've got 5 shares of stock, I doubt they'll pay as much attention to
    you as to somebody who holds thousands.)
    
       If you didn't tell them the number of shares held, would they refuse
    to answer?
    

Since there's no way they can check, you can make up whatever number you like.
If the number's too big, though, they may get suspicious.  I'd keep it under
10,000.

    ...isn't that the point? I mean, if I hold 8 bazillion shares and you
    hold 5 shares, I'd certainly hope that *my* requests would get much
    more serious attention then yours!

Many years ago, there was a case where an employee attended a stockholder's
meeting and, during K.O. Q&A time, asked a question concerning employee safety
in case of a fire in The Mill.  The employee got in serious hot water later on,
because it turned out that the Company was in rather delicate negotiations
with state and local officials over just that point at that time and was
most reluctant to have to make a public comment on the issue.  The only thing
that saved the employee from being fired outright is the fact that he had
had the foresight to take the day of the stockholder's meeting off.

If you are attending the stockholder's meeting, be sure to take that time off
as a vaction, holiday, leave of absence, or some such.  Make sure that you
are NOT on DEC's time when attending.

It would be most unwise, both personally and from the company's standpoint,
to ask questions based on knowledge gained by virtue of being an employee.

It would be most unwise to identify one's self as an employee when asking
a question at a stockholder's meeting.

--PSW

    Re .-1
    
    I wouldn't be so sure that saying something at the Stockholders meeting
    while on vacation would automatically protect your job.
    
    A Raytheon VP made comments on his own time about defense spending
    being too high. Raytheon fired him. It went to the Supreme Court. The
    ruling was that the firing was OK. The guy's case was that the firing
    was a violation of his consitutional right to free speech. The court
    said he was perfectly entitled to say anything he wanted, it was just
    that Raytheon didn't have to pay him to do so.
    
    Now personally I disagree with the spirit of the court's ruling. I just
    entered this note to make it clear that taking a vacation would not
    protect you from a vengeful company.
    
    Dave
    
    PS Let's not discuss the pros and cons of the courts ruling here.
       SOAPBOX is the place for that.

    re .14;
    
    Dave, I interpreted the bit about taking the day off as depriving
    vindictive management of an excuse for "justifiable" persecution,
    rather than any serious armor for one's derriere.
    
    -dave

re .14:

It was the Massachusetts Supreme Judicial Court, not the U.S. Supreme Court.

RE: .14

>    I wouldn't be so sure that saying something at the Stockholders meeting
>    while on vacation would automatically protect your job.

I never said it would.  However, attending the Stockholders meeting without
officially taking that time off most definitely will put your job in jeopardy.
While you're on company time you're supposed to be doing company work.  Merely
being seen at the Stockholders meeting while you're supposed to be on the
job is technically grounds for a reprimand.  As .15 points out, vindictive
management could get you for insubordination or a variety of other violations
of policies on employee conduct if you caused a fuss at the stockholders
meeting while you're supposed to be on the job.  If you officially take the
time off, then you are not acting as an employee, but rather as a stockholder,
and the implied contract under which you purchased stock entitles you to
the same rights as any other stockholder, and that includes grilling K.O. and
the directors, if you choose.  Vindictive management could still try to get
you for making unauthorized and incorrect use of company proprietary
information, or things of that sort, but their task is much more difficult if
you were on your own time when the incident occurred.

When all is said and done, it is still unwise to gratuitously make powerful
enemies, whether they can retaliate immediately or not.

--PSW

    Re:  .5 "Raytheon need not pay him (Lawrence J. Korb) to do so."
         .7 Excellent Advice
         .17 Vindictive management
    
    I have had the good fortune in my 6 years in sales with Digital to not
    run into anyone who was vindictive (.17). And would not expect Digital
    to mimic Raytheon's decision to terminate someone for speaking out (.5)
    assuming we have the full facts on Raytheon's action.
    
    Regarding .7 and the excellent advice regarding behavior at a board of
    director's meeting.  Many years ago at an IBM board of director's
    employee meeting held the day before the stockholders arrived I heard
    words from Tom Watson Jr. that might be appropriate.  To paraphrase--
    "Tomorrow's board of director's meeting will draw a full house.  Most 
    will come to participate in supporting our strategy and vision.  A few
    come to disrupt.  Make no mistake WE RUN THIS COMPANY not the stock-
    holders."  (the last sentence is verbatim)
    
    Digital's senior management has the tough job of running this company
    to meet aggressive return on investment objectives. (No rocket science 
    here)  It is clear from the comments in this notes file and others that
    some managers have seriously missed the mark in handling employee needs
    and executing upper management objectives/directives.  Using the board
    of directors meeting to air grievances will not produce a positive
    result in my opinion. Digital investors for the most part expect the
    company to "downsize". If anything from my readings of the financial
    press the layoffs are not aggressive enough and you can bet the subject
    will be handled proactively by upper management at the meeting to defuse
    disruptive attempts.
    
    Perhaps the APPLE Computer employees 10 commandments of employment should 
    be considered.  The commandments might make many of the rear view mirrors 
    recently installed less necessary, including mine. 
    
    Kenneth
    
    
    
    
      

RE: .18

I was very confused while reading your note until I realized you were using
the term "board of directors meeting" when what you meant was "stockholder's
meeting".  The two are not synonyms.  A "board of directors meeting" is a
meeting of the company's Board of Directors.  The Board of Directors is a
small group of people elected by the stockholders to oversee the operation of
the company that they (the stockholders) own.  The officers and management of
the company are responsible to the Board of Directors and serve at the Board's
whim.  T. J. Watson is correct that the stockholders do not directly run the
company.  However, their elected representatives, the Board, do run the company,
though the degree to which they get directly involved in day-to-day affairs
varies at the discretion of the Board.  Usually, involvement is rather indirect.

--PSW

    re: 15322.18 a wierd reply
    
    The meeting is the Annual Meeting of the Shareholders, not the Board of
    Directors.  The BOD meets in private at least once per quarter.
    
    Perhaps you have never been the target of a vindictive Digital employee
    but I can guarantee that in 6 years at Digital, you have run into one.
    
    I would expect Digital to force the resignation or terminate an
    employee who subjected  the management of the company to ridicule or
    embarassment in public.
    
    I also expect that 1991 Annual Meeting of Digital's shareholders will
    show that there is not unanimous support for the actions of Digital's
    management on the part of non-employee shareholders.  These are not the
    best of times for Digital.
    
    >> you can bet the subject [layoffs] will be handled proactively by
    >> upper management at the meeting to defuse disruptive attempts.
    
    Are you making a joke here?

    Re .-1
    
    Nit pick time.
    
    The board of directors do not RUN the company. They represent the
    owners of the company. The CEO (ie managemeent) runs the company.
    The CEO serves as long as the board want him to. The board has the
    power to fire a CEO. But in a dispute between the CEO and the board
    over how a company is run what the CEO says goes. If the board doesn't
    like how a CEO is running a company they can appoint another CEO.
    
    The board do have to approve certain things though. They tend to be
    things around the stock, dilution, issuing new shares etc.
    
    Well that's how I understand it.
    
    Dave

re Note 1522.17 by PSW::WINALSKI:

> When all is said and done, it is still unwise to gratuitously make powerful
> enemies, whether they can retaliate immediately or not.
  
        If only it were as easy to make powerful friends as it is to
        make powerful enemies!

        Bob

    Re: .19, confusion
        .20, wierd reply
        .21, nit pick
        .2X
    
    I would have been confused reading my respone too.  I do know the
    difference between a BoD and Stockhoklders meeting. Thanks to all 
    of you for correcting my error. (%#$@&!, this is like being on camera.
    Better watch what I say and make sense saying it)
    
    My point, lost in the maize, is that anyone who thinks that the
    Board of Directors, senior management and major shareholders are
    not in agreement regarding downsizing this company knows something
    I don't. Further, as has been suggested in another notes files
    the implementation by managers of the "tap on the shoulder" will
    always be mixed.  Some will handle the difficult job in a profesional 
    and sensitive fashion. Others will not. 
    
    I related a comment by the CEO of another company in an attempt to
    illustrate the point that upper management, and BoDs for that matter,
    do know what is going on in the "field" and run the company with a 
    different position and view of the overall picture than we. And yes, 
    when the CEO no longer delivers to the BoD's satisfaction they replace 
    him/her. Ask captain Eddie, formerly of Data General.
    
    I came to work for Digital after reading "The 100 Best Companies to
    Work For" seven years ago (along with the prodding of a good friend 
    who worked here). I have had a number of jobs in sales including team
    leader, SUM, staff assignments and sales exec. I still think this is
    the best place to work and at the same time would echo a number of 
    recommendations made in these notes files and elsewhere to improve 
    Digital. However, Digital's survival as a place to work is not going 
    to be based on how I, we feel but whether the market wants what we make, 
    sell, resell, distribute, support, etc., and whether we can make a 
    resonable profit in the process. 
    
    The process of change at Digital is not an option and will not be
    problem or error free. It hasn't been at any other computer company
    that has gone or is going through major changes to my knowledge
    including Apple, IBM, Data General, Unisys, AT&T, etc.  Better to
    find ways to achieve the company goals than to "crash" a BoD meeting 
    or attend a stockholders meeting to criticize, even if justified.
    Just my opinion.
                               
    Kenneth 
                                                           
    

    Re: .13, .17, et al

    I was the person who asked the question at the 1968(?) annual meeting.
    It's no secret, and I have posted the whole story in several places. I
    did take a day's vacation to go, and I did receive some grief as a
    result of the question, which was NOT based on information learned as
    an employee: the newspapers had reported several disastrous mill fires
    in Massachusetts, and the question I asked was,

    	"In view of the recent mill fires in Massachusetts, have you
    	considered spreading the company over more than one location?"

    The extent of the grief was several VPs telling me my question was
    "stupid" and, "You should have known better."   At no time, to the best
    of my knowledge, was my job threatened, and nothing was ever said in a
    performance review or entered in my personal file. (I don't know that
    my job was saved because I had taken a vacation day.) The question I
    repeatedly asked was, "Do I lose my rights as a stockholder because I
    am an employee."  This was never answered.  For the next several annual
    meetings I attended, Win Hindle would see me before the meeting started
    and ask me if there was anything I wanted to know.  (The company was
    small then, and everybody knew my name without my giving it.)
    
    I finally found out a few years later (at a 3-day AOPA instrument-
    flying ground school) from Stan Olsen, KO's brother and then a VP, that
    the question was a particularly sensitive one because Digital's
    insurance companies were examining the costs of insuring the mill and
    Digital's business in a wooden mill.  (A new fire extinguishing system
    was installed in building 12 within six months of my question.)

    Lessons learned from that episode:

    1. Don't antagonize the management, ***especially*** in public.

    2. Don't ask the questions yourself--get a shill to do it, such as your
    stockbroker.  (I suppose this makes me unregenerate, but I never did
    ask another question, directly or indirectly.)
    
    Maybe I should post this in DEC_History.  Or maybe it is more invisible
    here.	:-)
    
    twe

    Just curious Tom...Wasn't Stan Olsen the only VP in '68? Just when
    *did* DEC start drowning itself in VPs?
    
    Ken

    Re: .-1
    
    I don't remember who the VPs were in 1968.  I suppose I could dig out
    an annual report and find out.
    
    But Stan was not the first VP.  I think that was Harlan Anderson,
    badge=2, whose couch I used to sleep on when working late in bldg 12.
    
    twe