This case was last updated from PACER on 06/04/2021 at 07:41:00 (UTC).

Stein v. People's United Financial, Inc. et al

Case Summary

On April 26, 2021, Shiva Stein (“Plaintiff”), represented by A. Arnold Gershon of Barrack, Rodos & Bacine, filed a civil action against Intel Corporation (“Intel” or “the Company”), Patrick P. Gelsinger, Robert H. Swan, James J. Goetz, Alyssa Henry and others (collectively, Defendants”) seeking disclosure and stock based compensation for allegedly unlawfully soliciting proxy in contravention of the SEC’s rules and regulations. This case was filed in the U.S. District Court for the Southern District of New York with Judge George B. Daniels presiding.

 

In its complaint, the Plaintiff alleged that, “Intel notified its stockholders of their annual meeting on May 13, 2021, and furnished the proxy statement to its stockholders for that meeting (the “2021 Proxy Statement”). In the 2021 Proxy Statement the board of directors solicited the stockholders’ proxies to vote in favour of the election of the nine directors named therein, including Defendant, and in favour of his compensation on an advisory basis. The 2021 Proxy Statement also represented some, but not all, of the material facts concerning the compensation that Intel awarded to Defendant. It represented that his annual base salary is $1,250,000 with a target annual cash bonus of $3,347,500 and a cash hiring bonus of $1,750,000.”

 

The Plaintiff further alleged that, “the 2021 Proxy Statement represented that Intel also awarded Defendant equity-based compensation with a target value of approximately $110 million. The use of the language “target value” renders this disclosure imprecise, confusing and misleading, for it is not the language used in the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718 (concerning stock-based compensation). Where the 2021 Proxy Statement reports the stock-based compensation of directors and officers in the tables required by the SEC, it uses the language “grant date fair value,” as the SEC specifically requires.”

 

The Plaintiff also alleged that, “The Intel board should have considered the reversibility of the compensation costs of authorizations and reported it in the 2021 Proxy Statement. It would have been unconscionable for the Intel board to have authorized this compensation for Defendants Gelsinger and Swan without considering those accounting consequences. If there were or will be such adverse consequences, the Intel board should have responded with financial relief. The 2021 Proxy Statement represents that the say-on-pay proposal in Intel’s 2021 proxy statement received only 49.7% support of its stockholders. It further represents that Intel personnel met with its stockholders to discuss the matter. The 2021 Proxy Statement represents the nature of those discussions. But conspicuously omitted any discussions concerning the accounting consequences of Intel’s executive compensation.”

 

In her prayer for relief, the Plaintiff has requested the court to pass an order for disclosure of the grant date fair value of Defendant Gelsinger’s stock- based compensation in conformity of FASB ASC Topic 718; disclosure of the grant date fair value of Defendant Swan’s awards and forfeitures based on his termination; and disclosure of the accounting consequences if Defendants Gelsinger and Swan do not earn payouts on their stock-based compensation described in the 2021 Proxy Statement. The Plaintiff further requested the Court to order rescission of the stock-based compensation, financial responses from the Intel board of directors, and an award of plaintiff’s attorneys fees to her counsel and expenses for accountants and other experts.

 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-02901

  • Filing Date:

    04/05/2021

  • Case Status:

    Disposed - Other Disposed

  • Case Type:

    Finance - Security/Commodity/Exchange

  • Courthouse:

    New York Southern District

Judge Details

Presiding Judge

George B. Daniels

 

Party Details

Plaintiff

Shiva Stein

Defendants

Janet M. Hansen

Collin P. Baron

People's United Financial, Inc.

Jerry Franklin

Jane Chwick

Nancy MCallister

John P. Barnes

John K. Dwight

William F. Cruger

George Carter

Kirk W. Walter

Mark Richards

Attorney/Law Firm Details

Plaintiff Attorney

Gloria Kui Melwani

1180 Avenue Of The Americas, 8Th Floor

New York, NY 10036

 

Court Documents

#5

(#5) NOTICE OF VOLUNTARY DISMISSAL pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, the plaintiff(s) and or their counsel(s), hereby give notice that the above-captioned action is voluntarily dismissed, with prejudice against the defendant(s) John P. Barnes, Collin P. Baron, George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, Nancy MCallister, People's United Financial, Inc., Mark Richards, Kirk W. Walter. Document filed by Shiva Stein. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Melwani, Gloria) (Entered: 06/01/2021)

#4

(#4) WAIVER OF SERVICE RETURNED EXECUTED. John P. Barnes waiver sent on 4/19/2021, answer due 6/18/2021; Collin P. Baron waiver sent on 4/19/2021, answer due 6/18/2021; George Carter waiver sent on 4/19/2021, answer due 6/18/2021; Jane Chwick waiver sent on 4/19/2021, answer due 6/18/2021; William F. Cruger waiver sent on 4/19/2021, answer due 6/18/2021; John K. Dwight waiver sent on 4/19/2021, answer due 6/18/2021; Jerry Franklin waiver sent on 4/19/2021, answer due 6/18/2021; Janet M. Hansen waiver sent on 4/19/2021, answer due 6/18/2021; Nancy MCallister waiver sent on 4/19/2021, answer due 6/18/2021; People's United Financial, Inc. waiver sent on 4/19/2021, answer due 6/18/2021; Mark Richards waiver sent on 4/19/2021, answer due 6/18/2021; Kirk W. Walter waiver sent on 4/19/2021, answer due 6/18/2021. Document filed by Shiva Stein..(Melwani, Gloria) (Entered: 04/21/2021)

#3

(#3) INITIAL PRETRIAL CONFERENCE: Initial Conference set for 7/14/2021 at 09:30 AM in Courtroom 11A at the United States District Courthouse, 500 Pearl Street, New York, NY 10007 before Judge George B. Daniels. (Signed by Judge George B. Daniels on 4/6/2021) (mro) (Entered: 04/12/2021)

#2

(#2) CIVIL COVER SHEET filed..(Melwani, Gloria) (Entered: 04/05/2021)

#1

(#1) COMPLAINT against John P. Barnes, Collin P. Baron, George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, Nancy MCallister, People's United Financial, Inc., Mark Richards, Kirk W. Walter. (Filing Fee $ 402.00, Receipt Number ANYSDC-24353901)Document filed by Shiva Stein..(Melwani, Gloria) (Entered: 04/05/2021)

 

Docket Entries

  • 06/01/2021
  • View Court Documents
  • Docket(#5) NOTICE OF VOLUNTARY DISMISSAL pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, the plaintiff(s) and or their counsel(s), hereby give notice that the above-captioned action is voluntarily dismissed, with prejudice against the defendant(s) John P. Barnes, Collin P. Baron, George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, Nancy MCallister, People's United Financial, Inc., Mark Richards, Kirk W. Walter. Document filed by Shiva Stein. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Melwani, Gloria) (Entered: 06/01/2021)

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  • 04/21/2021
  • View Court Documents
  • Docket(#4) WAIVER OF SERVICE RETURNED EXECUTED. John P. Barnes waiver sent on 4/19/2021, answer due 6/18/2021; Collin P. Baron waiver sent on 4/19/2021, answer due 6/18/2021; George Carter waiver sent on 4/19/2021, answer due 6/18/2021; Jane Chwick waiver sent on 4/19/2021, answer due 6/18/2021; William F. Cruger waiver sent on 4/19/2021, answer due 6/18/2021; John K. Dwight waiver sent on 4/19/2021, answer due 6/18/2021; Jerry Franklin waiver sent on 4/19/2021, answer due 6/18/2021; Janet M. Hansen waiver sent on 4/19/2021, answer due 6/18/2021; Nancy MCallister waiver sent on 4/19/2021, answer due 6/18/2021; People's United Financial, Inc. waiver sent on 4/19/2021, answer due 6/18/2021; Mark Richards waiver sent on 4/19/2021, answer due 6/18/2021; Kirk W. Walter waiver sent on 4/19/2021, answer due 6/18/2021. Document filed by Shiva Stein..(Melwani, Gloria) (Entered: 04/21/2021)

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  • 04/12/2021
  • View Court Documents
  • Docket(#3) INITIAL PRETRIAL CONFERENCE: Initial Conference set for 7/14/2021 at 09:30 AM in Courtroom 11A at the United States District Courthouse, 500 Pearl Street, New York, NY 10007 before Judge George B. Daniels. (Signed by Judge George B. Daniels on 4/6/2021) (mro) (Entered: 04/12/2021)

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  • 04/06/2021
  • DocketCase Designated ECF. (pc) (Entered: 04/06/2021)

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  • 04/06/2021
  • DocketMagistrate Judge Stewart D. Aaron is so designated. Pursuant to 28 U.S.C. Section 636(c) and Fed. R. Civ. P. 73(b)(1) parties are notified that they may consent to proceed before a United States Magistrate Judge. Parties who wish to consent may access the necessary form at the following link: #https://nysd.uscourts.gov/sites/default/files/2018-06/AO-3.pdf. (pc) (Entered: 04/06/2021)

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  • 04/06/2021
  • DocketCASE OPENING INITIAL ASSIGNMENT NOTICE: The above-entitled action is assigned to Judge George B. Daniels. Please download and review the Individual Practices of the assigned District Judge, located at #https://nysd.uscourts.gov/judges/district-judges. Attorneys are responsible for providing courtesy copies to judges where their Individual Practices require such. Please download and review the ECF Rules and Instructions, located at #https://nysd.uscourts.gov/rules/ecf-related-instructions..(pc) (Entered: 04/06/2021)

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  • 04/05/2021
  • View Court Documents
  • Docket(#2) CIVIL COVER SHEET filed..(Melwani, Gloria) (Entered: 04/05/2021)

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  • 04/05/2021
  • View Court Documents
  • Docket(#1) COMPLAINT against John P. Barnes, Collin P. Baron, George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, Nancy MCallister, People's United Financial, Inc., Mark Richards, Kirk W. Walter. (Filing Fee $ 402.00, Receipt Number ANYSDC-24353901)Document filed by Shiva Stein..(Melwani, Gloria) (Entered: 04/05/2021)

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