CA Replaces Board Members

Ranger Governance Computer Associates International

The outgoing directors include Richard Grasso, chairman and CEO of the New York Stock Exchange, Willem F. P. de Vogel, who was among the directors whose seats Ranger Governance is challenging, Shirley Strum Kenny and Roel Pieper.

Grasso, de Vogel and Kenny resigned from the board in accordance with CA's corporate governance policies, adopted in May, which stipulate that outside directors can serve a maximum of eight years on the board, CA said in a statement.

Pieper will not seek re-election to CA's 11-member board at the company's annual shareholder meeting, scheduled for Aug. 28, due to increased business commitments in Europe, CA said.

"Our board is continually looking for opportunities to strengthen itself by achieving the right balance of expertise in such areas as finance, accounting, technology and governance," said Sanjay Kumar, president and CEO of CA, in the statement.

Ranger Governance, founded by Texas entrepreneur Sam Wyly, last month announced plans to nominate five candidates for seats on CA's board. Its nominees plan to challenge the seats held by CA Chairman Charles Wang, Kumar, Executive Vice President Russell Artzt and independent directors de Vogel and Alfonse D'Amato.

If elected, Ranger Governance's slate of five candidates intends to seek the ouster of Wang, Kumar and Executive Vice President and CFO Ira Zar to improve CA's financial performance, said Stephen Perkins, president of Dallas-based Ranger and one of Ranger's nominees.

Perkins was not immediately available for comment.

The investment firm last year lost a caustic battle to oust four CA directors after abandoning its initial strategy to replace the entire board with Ranger Governance nominees, including Wyly.

Wyly is not a nominee in this year's proxy fight.

CA has had its share of setbacks over the past year, including the launch of a federal investigation into its accounting practices by the Securities and Exchange Commission 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, losing about half their value since January.

CA's new directors include Kenneth Cron, CEO of Vivendi Universal's games division; Robert La Blanc, former vice chairman of Continental Telecom Corp. and a former general partner of Salomon Brothers; Alex Serge Vieux, a technology and software entrepreneur; and Thomas Wyman, former chairman and CEO of CBS.

The new directors will stand for re-election at the shareholder's meeting.

Cron formerly served as president of publications at CMP Media, the company that publishes CRN.

Islandia-based CA also said it will ask shareholders to approve its employee incentive plan and a compensation plan for outside directors.

Shares of CA traded up 36 cents at $13.49 Tuesday afternoon.