Williams Fights Back as Second Proxy Consultant Lines Up With Post

In the latest verbal thrusts, a second national proxy vote consultant is lining up with Post directors who oppose William's attempt to have shareholders decide how much company directors are paid. Directors now set their own compensation. Shareholders vote on Williams' proposal at their annual meeting May 27 here.

Glass, Lewis & Co. of San Francisco has reviewed Post directors' pay packages and finds them generally in line with industry averages, according to a prepared statement by Post. The company quotes the consultant, "We fail to understand why shareholders should be alarmed as long as the overall pay to the board is reasonable and the board is comfortable with the split among its members."

The Post statement, however, also notes Glass Lewis found the $500,000 compensation package of Post chairman Robert C. Goddard III "high in relation to the company's overall director compensation pool." Last week, Institutional Shareholders Services Inc. of Rockville, MD recommended shareholders vote against Williams' bylaw amendment.

Williams has retained another national consultant, Green Street Advisors Inc. of Newport, CA, to review Post directors' pay. He says that "while Green Street did not opine on the data, the information they gathered clearly shows that the Post Properties board and chairman Goddard are the most generously paid in terms of total compensation--when considering the number of committee meetings and payments to directors for their attendance at those meetings--when compared to any board of any company in the REIT industry of similar market capitalization."

As to the Glass Lewis assessment, Williams tells shareholders on his Internet bulletin board he is "disappointed" with the consultant's recommendation against his proposal. "As of May 12, of the 98 REITs where Glass Lewis rated pay-for-performance, Post Properties was one of only five companies to receive the lowest grade of an "F" and the only multifamily REIT to receive such a grade," Williams notes.