When companies have bad news to release, or uncomfortable stuff they would rather investors not pay attention to, they send it out after the market closes, often on the weekend, when fewer people are looking. This "cover of darkness" release may satisfy the letter of SEC disclosure regulations but certainly not its spirit. Here are four companies that released news over the weekend, perhaps hoping you wouldn't notice.
- Kimberly-Clark (NYSE:KMB) -- announced a severance package for a retiring group president.
- M-Flex (NASDAQ:MFLX) -- application to withdraw offer for MFS Technology was denied.
- National RV Holdings (NYSE:NVH) -- founder and director resigned over continued employment of CEO.
- Jefferies Group (NYSE:JEF) -- approved a compensation package for its CEO that includes a $1 million salary and a bonus of up to $11 million.
A package that's nothing to sneeze at
Consumer-products giant Kimberly-Clark's severance package included the typical benefits and a two-year "consulting contract" that is worth some $400,000 for a maximum of 200 hours of work per year.
If the executive -- who spent some 30 years working in various capacities for the maker of Kleenex, Kotex, Huggies, and Depends -- put in a typical 40-hour work week, he would complete his responsibilities to collect on his contract in a little more than a month. Obviously, that's not what these consulting contracts are all about, in this Fool's opinion. They're simply ways to give executives additional compensation above and beyond what was in their employment agreement. For a $28 billion company like Kimberly-Clark, the $400,000 agreement over two years is small change, yet the question remains: Should companies be giving away shareholder money like this? Probably not, but no one has yet documented what a company receives in return for these consulting contracts. And in reality, once gone, the executive tends to be forgotten by shareholders and analysts alike.
If Kimberly-Clark was turning out spectacular results, however, it might be easier to ignore the giveaway. While there is something to be said for keeping someone with vast knowledge of insider info and trade secrets from working for a competitor, the diaper and tissue maker's stock has still languished. (Meanwhile, competitors like Unilever (NYSE:UL) and Colgate-Palmolive (NYSE:CL) have increased 33% and 14%, respectively.) Gross margins have declined for the past few years, dropping from more than 35% in 2002 to less than 33% this year, while net margins have dropped from 12% to 8% over the same period.
You'll find us back next week, bringing to light more SEC reports filed under the cover of darkness.
Unilever is a recommendation of Motley Fool Income Investor . Colgate-Palmolive is a recommendation of Motley Fool Inside Value .
Fool contributor Rich Duprey does not own any of the stocks mentioned in this article. You can see his holdings here. The Motley Fool has a disclosure policy.
