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posted: 5/6/2010 12:01 AM

Motorola can't get shareholders to back pay policy

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Motorola Inc. failed to get a majority of shareholders to support its compensation policies, signaling investors think its executives are paid too much as the handset maker struggles to revive sales growth.

About 46 percent of eligible shareholders voted for the motion, less than the majority needed to pass it. Forty-four percent voted against, according to a regulatory filing today. About 10 percent of the shareholders abstained. The poll was advisory and non-binding, Schaumburg-based Motorola said, without specifying additional details.

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"The company takes these matters very seriously and will be engaging with our shareholders to get a better understanding of any specific concerns they may have about our compensation policies and procedures," Jennifer Erickson, a spokeswoman for Motorola, said in an e-mail.

Motorola is trying to reverse three years of slumping sales as wireless carriers, companies and governments spent less on network equipment and customers bought fewer Motorola mobile phones. Co-Chief Executive Officer Greg Brown was awarded total compensation of $8.46 million last year, a drop from $24.2 million in 2008, the company said in March.

Sanjay Jha, a co-CEO who oversees the handset business, was awarded $3.77 million last year in total compensation. His 2008 pay, including stock awards and other options, was $104.4 million. Motorola originally reported Jha's 2008 compensation as $17.3 million. The difference stems from changes to Securities and Exchange Commission rules on how equity awards are accounted for, Tama McWhinney, a Motorola spokeswoman, said in March.

Motorola fell 9 cents to $6.87 today in New York Stock Exchange composite trading. The stock has lost 11 percent this year. The filing was released after the close of regular U.S. trading.

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