Real Estate Firm Delays Pay Policy Vote Amid Shareholder Opposition
Translated & summarized from Calcalist by baba
Hachsharat Yishuv, a real estate firm controlled by Ofer Nimrodi, has postponed a vote on its executive compensation policy for the third time since 2020. The company is seeking to approve a maximum annual compensation of 8.4 million shekels for Nimrodi, which institutional investors deem too high. Stricter regulations and shareholder opposition are making it difficult for the company to pass the policy, which requires a majority of minority shareholders.
The story in 5 lines · by baba
- Hachsharat Yishuv postponed its executive pay policy vote for the third time due to shareholder opposition.
- The company seeks to allow CEO Ofer Nimrodi a maximum annual compensation of 8.4 million shekels.
- Institutional investors argue the proposed compensation is too high and has a large fixed component.
- New regulations and shareholder actions make it harder for the company to override objections.
- The vote requires a majority of minority shareholders, excluding the controlling family's votes.
Hachsharat Yishuv, a real estate company controlled by Ofer Nimrodi, has again postponed a vote on its executive compensation policy due to opposition from institutional investors. This marks the third time since 2020 that the company has faced significant hurdles in approving its remuneration policy. In previous instances in 2020 and 2023, the company's board overrode shareholder objections, a move that is now more difficult due to stricter regulations and shareholder actions.
The company is seeking to approve a policy that would allow Nimrodi, who also serves as CEO, to receive a maximum annual compensation of 8.4 million shekels. This includes a fixed annual salary capped at 3.95 million shekels, an annual bonus of up to 4 million shekels, and equity compensation up to 440,000 shekels. Institutional investors consider this ceiling too high and disproportionate to the company's performance, particularly the significant portion tied to fixed pay.
The latest vote, originally scheduled for last week and then postponed, was again delayed "due to discussions with shareholders and their representatives." The company has not set a new date, suggesting that reaching an agreement may take time. The opposition stems from the perceived excessive compensation and the large portion of fixed pay, which is not linked to company performance.
Recent regulatory changes and shareholder activism, including the removal of a director who supported the 2023 override decision, make it harder for Hachsharat Yishuv to push through the policy in its current form. The approval requires a majority of minority shareholders, and the votes of the Nimrodi family, who hold 48% of the shares, do not count towards this majority. Key institutional investors, including Menora, the Teachers and Kindergarten Teachers' Pension Funds, and Migdal, collectively hold 19%. A significant minority shareholder, Morris Willander, holds 14.7%.