<p>Shareholders of The Home Depot Inc. blasted Chief Executive Bob Nardelli over his hefty pay and perks at the company's annual meeting Thursday and accused board members who approved the compensation of arrogance for not showing up to defend themselves.</p><p>Despite the criticism and some institutional shareholders withholding votes, the company's directors were all re-elected. The shareholder proposals seeking to allow investors to have a say on the CEO's pay and to restrict retirement benefits for senior executives were rejected.</p><p>The only shareholder proposal to pass was one changing the voting structure for the election of directors.</p><p>Besides Nardelli, who is board chairman, none of the other directors of the Atlanta-based company attended the meeting in Wilmington, Del. Home Depot said in a statement that many of the directors were handling business at the company headquarters.</p><p>Nardelli did not allow shareholders to ask general questions, ending the meeting, which was broadcast on the Internet, after a mere 30 minutes and sending everyone on their way.</p><p>Shareholders were upset because Nardelli has received $123.7 million in compensation, excluding certain stock option grants, since taking over as CEO in 2000, according to proxy statements. The handsome pay has come even though the company's stock price has dropped 10 percent over that period on a split-adjusted basis.</p><p>The option grants, if they were to be exercised, would add tens of millions of dollars to Nardelli's compensation.</p><p>Nardelli headed straight for the airport afterward and was not available for comment, spokesman Jerry Shields said.</p><p>Also Thursday, rival Lowe's Companies Inc., which is based in Mooresville, N.C., held its annual meeting. It re-elected four directors as CEO Robert Niblock said the company remains confident in its outlook for 2006. Lowe's shareholders also approved several proposals, including one that amended the company's articles of incorporation to set the minimum number of directors at three and another that changed the voting standard from plurality to a majority of votes cast. Shareholders rejected a shareholder proposal to require a separate annual report addressing progress toward implementation of the company's wood policy.</p><p>Meanwhile, outside the hotel where the Home Depot meeting was held, a half-dozen representatives of the American Federation of State, County and Municipal Employees rallied in support of an AFSCME shareholder proposal to allow Home Depot shareholders to vote on executive compensation.</p><p>The demonstrators, one dressed in a chicken costume and wearing an orange Home Depot apron, urged shareholders not to be "chicken," and to vote for the proposal put forth by AFSCME's pension and benefit plan, which holds more than 23,000 Home Depot shares.</p><p>"Hey, Nardelli! Your stock price turned to jelly!" chanted the demonstrators, who carried signs describing him as an "OPCEO," or overpaid CEO.</p><p>"What's up Nardelli? Not Home Depot stock," another sign read.</p><p>"We want to see pay for performance," said John Keenan, 34, who works as a strategic analyst for AFSCME in Washington.</p><p>Keenan said Nardelli's bonus increased last year, even as the bonus plan for employees decreased by almost 50 percent.</p><p>Richard Ferlauto, director of pension and benefit policy for AFSCME, said a similar proposal on executive compensation received more than 40 percent of the vote at last month's meeting of U.S. Bancorp shareholders, and will be presented to Sun Microsystems shareholders later this year.</p><p>"This concept has got a lot of legs with shareholders," said Ferlauto.</p><p>While AFSCME representatives targeted Nardelli's pay, four animal rights activists waged their own protest outside the meeting, decrying the decision by "Harm Depot" to resume sales last year of glue traps for household pests. The group People for the Ethical Treatment of Animals contends that mice and other animals caught in the traps can suffer for days before succumbing to starvation, dehydration, self-mutilation and shock.</p><p>In its statement, Home Depot said the directors not showing up for the meeting does not mean shareholders don't have opportunities to address them.</p><p>"In our experience, shareholders are more likely to communicate with directors through e-mail and standard mail, and can find these addresses in our proxy," the company said.</p><p>Home Depot, the nation's largest home improvement store chain, operates 2,051 stores in the United States, Canada and Mexico. It also has announced plans to expand to China, but has repeatedly refused to say how many stores it will open there or when it will open its first one.</p><p>___</p><p>Associated Press Writer Randall Chase contributed to this report from Wilmington, Del.</p><p>___</p><p>On the Net:</p><p>HASH(0x1ce0484)</p><p>HASH(0x1ce052c)</p>
