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No Membership? No Problem; Pike Forges On ... But Can He?

9/27/11

By Ken Magill

Even having been stripped of his board seat and membership, Direct Marketing Association dissident Gerry Pike still plans to attend at least one of the DMA’s two Oct. 2 annual meetings.

His aim: Present the proxy votes he has received and get his so-called Say-on-Pay motion put on the ballot.

Multiple high-level DMA sources who declined to go on record said they believe since Pike is no longer a member he has no right to attend either the annual business meeting or the board meeting.

It’s not clear that Pike is willing to force his way into either one or both of the meetings, or that the DMA will attempt to physically keep him out if he tries. But Pike has said he is obligated to attend and the DMA sources expressed confidence he won’t.

DMA sources have also expressed doubt that Pike can legitimately collect and present proxy votes now that he is no longer a member.

Pike said whatever the DMA board’s feelings are toward him, he is obliged to present the votes.

“As a proxy designate for members I'm obligated to do so,” he wrote in an email to The Magill Report. The DMA’s constitution and bylaws, he continued, “leaves members free to tender their proxy as they choose; be it to a member or nonmember, a saint or a sinner. DMA cannot unilaterally abrogate this constitutionally embedded right, regardless of its animus toward me.”

Pike is challenging the way the DMA CEO’s salary is negotiated and structured. Last week the DMA board of directors sent an email to members informing them Pike is no longer a member of the organization for allegedly failing to pay his dues.

Undeterred, Pike sent a retaliatory email accusing the DMA of lying. He also sent an email to members yesterday calling once again for their proxy votes.

“As a member-owner you have the right to tell DMA what's in your best interest and to insist on a better DMA... but, just ONCE a year,” the note said. “That's at our Annual Business Meeting and it's only six days away. If members don't speak up there and then, we've got to sit down for another whole year. And much happens in a year that we don't know about. But now you can know because this year We're empowering members to ‘follow the money’ with a Say-On-Pay Resolution at DMA's Annual Meeting on Oct. 2nd.”

Adopting Pike’s Say-on-Pay resolution would require DMA to:

*Report senior executive compensation directly to membership annually,

*Grant members an advisory vote-of-approval,

*Disclose ‘golden parachute’ provisions,

*Reveal the independence of compensation committee members and advisors,

*Report its pay-versus-performance requirements,

*Recover money wrongly paid in incentive compensation or lost through fraud or malfeasance,

*Report top executive pay versus median employee pay.

Multiple DMA sources said they believe Pike’s assertions imply something nefarious is going on in the organization when it is not and they resent it.

DMA sources also expressed frustration that Pike is drawing attention when the DMA is growing again for the first time in years.

“One man operating outside the direct marketing community shouldn’t be the story,” said one source. “All the good that has happened at the DMA recently should be the story.”

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