2021 Annual Meeting
The independent members of the Activision Blizzard Board have determined, based on requests from shareholders, that it is necessary and appropriate to leave voting for the Proposal open in order to provide shareholders with adequate time to review and consider the Company’s recent responses to statements that were published and recirculated about the Company’s executive compensation practices that the Company believed to be misleading, in particular related to CEO and COO compensation. The Board members believe that obtaining informed shareholder feedback related to Activision Blizzard’s compensation policies and practices is of fundamental importance, and therefore, allowing additional time for shareholders to meaningfully participate in the vote better represents their interests.
The Company’s recent responses highlighted the following points and corrections:
- Despite exceptional shareholder returns the Company has made significant changes to address shareholder feedback – Meaningful executive compensation changes have been made to address shareholder concerns directly, including an amended and extended contract for our CEO.
- The Company has made substantial and sustainable reductions in CEO compensation – The Company’s amended CEO contract has had an immediate and sustainable impact on our CEO’s compensation by:
- Decreasing our CEO’s base salary and cash bonus by 50% and putting his target cash compensation at the bottom 25th percentile of the CEOs in the Company’s peer group;
- Ensuring that 95% of our CEO’s total compensation is performance-based and fully at risk;
- Capping our CEO’s 2021 and 2022 target equity bonuses below the median of the Company’s peer group; and
- Ensuring that our CEO’s equity bonuses are shaped, in part, by his success in driving a more diverse, equitable, and inclusive workplace and in making the Company’s operations even more sustainable.
The Company has more closely aligned CEO and shareholder interests – The Company has increased its CEO equity-holding requirement to 50x his base salary, representing among the highest in the S&P 500.
The Company has significantly reduced the 2021 CEO incentive award – The Company’s Compensation Committee, after discussions with our CEO, took a significant step to reduce the originally-anticipated value of his 2021 performance-based equity award – reducing the value of its maximum payout opportunity by approximately 40%.
Previous support for the Company’s Say-on-Pay proposals – Despite some recent claims to the contrary, Activision Blizzard has not repeatedly received low votes on its Say-on-Pay proposals in recent years. In 2019, the Company’s Say-on-Pay proposal received support from 82% of shareholders, and in 2018 it received support from 92% of shareholders.
