CA Faces Another Proxy Fight

Ranger Governance Computer Associates International

Wyly's firm, which last summer lost a caustic battle to oust four CA board members, this year is nominating five candidates, according to a proxy statement filed by Ranger with the Securities and Exchange Commission.

The Ranger candidates will challenge the board seats held by CA Chairman Charles Wang, President and CEO Sanjay Kumar, Executive Vice President Russell Artzt and independent directors Willem F.P. de Vogel and Alfonse D'Amato.

"Ranger has no confidence in the willingness or ability of CA's senior management and current board of directors to implement the changes Ranger believes are necessary to improve CA's financial performance and increase stockholder value," said Stephen Perkins, president of Dallas-based Ranger.

If elected, Ranger's nominees will urge other directors to replace Wang, Kumar and executive vice president and CFO Ira Zar, Perkins said.

In March, Perkins called on the board to fire the trio of executives, a request the board denied.

"We don't believe that Mr. Wyly's decision to mount a distracting and costly proxy challenge is in the best interests of the company or its shareholders," CA said in a statement. "The fact is that CA is delivering on the commitments made last year, and most observers agree CA's business model is working well and delivering [a sustainable competitive advantage."

Three of Ranger's nominees were also candidates in last year's vote, including Perkins, Richard Agnich, former senior vice president, secretary and general counsel at Texas Instruments, and Cece Smith, former director and chairman of the Federal Reserve Bank of Dallas.

The other two Ranger candidates are Max Hopper, president of consulting firm Max D. Hopper Associates and former chairman of The Sabre Group at American Airlines, and Ronald Robinson, professor and department head of Petroleum engineering at Texas A&M University, formerly president of Texaco's technology division.

Solution providers have praised CA, Islandia, N.Y., for increasing its commitment to channel partners with the implementation in April of a channel-preferred sales model around its storage products.

"I have a lot of faith in the management team they have in place. I'm very happy with them," said David Hall, CTO and senior vice president of CompuCom, a solution provider based in Dallas.

Since last year's proxy fight CA has taken steps to improve partner and customer relationships through the development of advisory councils, Hall said.

However, CA has also had setbacks over the past year, including the launch of a federal investigation into its accounting practices by the SEC and the U.S. Attorney's Office in February and the lowering of its debt rating by Moody's Investors Service in March.

As a result CA shares have dipped dramatically in recent months, trading down 1 cent Thursday afternoon at $15.99, off from its 52-week high of $38.74.

CA's annual shareholders' meeting is scheduled for Aug. 28.