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Less than six months after blowing the whistle, Carl Clark has been given the boot.
In January, Clark filed a complaint with the Securities and Exchange Commission alleging that an employee at ISS, the largest shareholder advisory firm, had been selling clients’ confidential voting data to his co-workers at Georgeson Inc. in exchange for cash and gifts.
Yesterday, Clark, who has worked for seven years at Georgeson, a proxy solicitation firm that tracks shareholder votes, got a call from Chairman Bill Crane around noon telling him that he was being terminated.
According to a spokesman for Georgeson’s parent company, Computershare, Clark was fired because of “performance issues and breaks with policy” the company uncovered while probing “the ISS matter.”
But Clark, who wasn’t informed of the specific violations, believes he was fired for blowing the whistle.
“I know it’s all BS,” Clark said of his termination.
The SEC, which launched a probe along with the Justice Department, doesn’t identify employees who make allegations of wrongdoing to protect them from retaliation.
Clark, however, is convinced that Georgeson knew he filed the SEC complaint, saying the company asked him repeatedly if he was the whistleblower. In March, he was placed on leave along with two other employees but was not given a reason.
In his complaint, Clark alleged that Brian Zentmyer, a mid-level employee in ISS’s Boston office, had been secretly selling clients’ voting data in exchange for concert tickets and dinners.
The Post reported exclusively on the SEC complaint filed in January without revealing the name of the whistleblower.
ISS fired Zentmyer in March after he admitted selling the data, according to ISS parent MSCI Inc. Zentmyer didn’t return a request for comment.
Advance word of how big investors plan to vote can help boards sway the outcome of corporate proposals such as executive stock options and mergers. Votes are supposed to remain confidential unless shareholders wish to reveal them. Proxy solicitors like Georgeson are hired to help boards influence investors.
Along with Clark, Georgeson fired Michael Sedlak, the account manager Clark pointed to as Zentmyer’s main contact at Georgeson. Sedlak didn’t return a request for comment.
Clark admitted to The Post yesterday that while he used some shareholder data that he accused Sedlak of buying from Zentmyer over the years, so did other Georgeson execs.
Sedlak openly talked about his “guy at ISS” with a Georgeson senior managing director, according to an e-mail that Clark was copied on. Georgeson execs also signed off on Sedlak’s gifts to Zentmyer, including plane tickets to the ISS employee’s wedding in Aruba, Clark said.
Computershare spokesman Jeff Stein declined to comment on allegations that other Georgeson execs knew about the sale of voting data, but said the company had no idea Clark was the whistleblower.
“We would never fire a whistleblower,” Stein said.