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(The Business Journals)   Shareholders: We're voting this guy out because executive compensation is out of control and he's in charge of it. Board of Directors: FU   (bizjournals.com) divider line 42
    More: Obvious, executive compensation, board of directors, shareholders  
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3477 clicks; posted to Business » on 26 Aug 2013 at 4:57 PM (51 weeks ago)   |  Favorite    |   share:  Share on Twitter share via Email Share on Facebook   more»



42 Comments   (+0 »)
   
View Voting Results: Smartest and Funniest
 
2013-08-26 04:56:36 PM
So the share price took a dump right?
 
2013-08-26 05:07:51 PM
Remember, corporations get free speech because they just enact the will of their shareholders!
 
2013-08-26 05:08:31 PM
ms-brown.wikispaces.com
 
2013-08-26 05:13:00 PM

sendtodave: Remember, corporations get free speech because they just enact the will of their shareholders!


And, of course, by "shareholders" they mean "board of directors".

/You can insert that for pretty much anything a BoD does.  As long as they get theirs, the shareholders can hang.
//And, of course, that's before we even start talking about workers and consumers, because we know how highly these guys think of them...
 
2013-08-26 05:34:55 PM
But but but the free market ensures that people get paid what they're worth right?
 
2013-08-26 05:35:42 PM
I just did the briefest of skims over TFA, but does the board of directors hold a majority of the stock?  If the majority of share holders vote for something, how can the board of directors go against that?

Someone please educate me. I just sat down and Google is waaaaay over there!
 
2013-08-26 05:45:22 PM
I like BigLots, they have off brand cookies/crackers, I bought a $2 painting that rivals any 'work of art' ... the store is typically a little unclean but not necessarily dirty, and not very well organized, usually in a bad part of town, they also have rugs which I look at but never buy.

Also, I used to be in the mattress business, if all you care about is cheap, them and costco are the places to go.

/Tempurpedic is life changing - no exaggeration.
 
2013-08-26 05:46:27 PM
This headline is so much more fun if you don't read the article, which states that the shareholders didn't have an issue with the guy and were instead upset about compensation policies that were changed at the meeting.

But post more beheading photos, it makes you seem edgy and cool.
 
2013-08-26 05:47:12 PM
So they need a new director who's experienced in operating a sort of flea market/mini-mall store? Because I have someone in mind for the job...
 
2013-08-26 05:49:55 PM
I go there sometimes. The store in north Seattle is dirty and trashy looking inside with shelves in disarray. The one in Everett is always nice and clean and organized. Once a year they have 20% off, so that is the best time to go there.
 
2013-08-26 05:51:12 PM

moefuggenbrew: /Tempurpedic is life changing - no exaggeration.


I hear it's hard to fark on one of those...
 
2013-08-26 06:16:03 PM

Sergeant Grumbles: [475x346 from http://ms-brown.wikispaces.com/file/view/1-15--guillotine.jpg/16779186 5/1-15--guillotine.jpg image 475x346]


Yep.  My response:  Okay, his compensation is coming out of the board's paychecks.  Nope, you're not allowed a raise.
 
2013-08-26 06:28:15 PM
Alright!  Christmas Crunch from 2011!
 
2013-08-26 06:34:15 PM

Treygreen13: This headline is so much more fun if you don't read the article, which states that the shareholders didn't have an issue with the guy and were instead upset about compensation policies that were changed at the meeting.

But post more beheading photos, it makes you seem edgy and cool.


Pretty sure the article said that's what the board of directors themselves said that the shareholders wanted, not that anyone else polled the shareholders.
 
2013-08-26 06:38:25 PM

Treygreen13: This headline is so much more fun if you don't read the article, which states that the shareholders didn't have an issue with the guy and were instead upset about compensation policies that were changed at the meeting.


The guy was head of the compensation committee. Who else do you go after if you're unhappy with executive compensation?
The bottom line is that he was effectively voted out, and the board gave the shareholders the finger and are just looking for a way to cover their asses. It's that kind of consequence-free bullshiat for the wealthy that leads to heads rolling.
 
2013-08-26 06:40:13 PM

mongbiohazard: Treygreen13: This headline is so much more fun if you don't read the article, which states that the shareholders didn't have an issue with the guy and were instead upset about compensation policies that were changed at the meeting.

But post more beheading photos, it makes you seem edgy and cool.

Pretty sure the article said that's what the board of directors themselves said that the shareholders wanted, not that anyone else polled the shareholders.


From the article:

The company said that in the wake of the vote, it reached out to shareholders, including proxy firms and learned that the concerns were not with Solt, chairman of the compensation committee, but with previous executive compensation practices that were changed at the May meeting.

Not sure how much clearer that can be. Unless you're implying that they didn't reach out to the shareholders or the proxy firms (who speak on behalf of shareholders) and instead just claimed that was what they said.
 
2013-08-26 06:46:23 PM

Sergeant Grumbles: Treygreen13: This headline is so much more fun if you don't read the article, which states that the shareholders didn't have an issue with the guy and were instead upset about compensation policies that were changed at the meeting.

The guy was head of the compensation committee. Who else do you go after if you're unhappy with executive compensation?
The bottom line is that he was effectively voted out, and the board gave the shareholders the finger and are just looking for a way to cover their asses. It's that kind of consequence-free bullshiat for the wealthy that leads to heads rolling.


Well, I can see how it looks that way if you don't read the article.
 
2013-08-26 06:52:22 PM

Treygreen13: Well, I can see how it looks that way if you don't read the article.


FTFA: The Columbus-based closeout retailer Monday said it would retain Solt on its board and reject his resignation offer despite his failing to garner a majority of votes in the company's May election of its board.

Oh look, what the article actually says! Voted out by shareholders, but keeps his position because the board says so. Is there a consequence I'm missing here?
 
2013-08-26 06:53:39 PM

Sergeant Grumbles: Treygreen13: Well, I can see how it looks that way if you don't read the article.

FTFA: The Columbus-based closeout retailer Monday said it would retain Solt on its board and reject his resignation offer despite his failing to garner a majority of votes in the company's May election of its board.

Oh look, what the article actually says! Voted out by shareholders, but keeps his position because the board says so. Is there a consequence I'm missing here?


Yes.

The company said that in the wake of the vote, it reached out to shareholders, including proxy firms and learned that the concerns were not with Solt, chairman of the compensation committee, but with previous executive compensation practices that were changed at the May meeting.

That's the part you're missing here... where the rest of the article explains why you're an idiot and thus think people should have their heads chopped off because you don't understand how corporations work.
 
2013-08-26 06:54:14 PM
Now GTFO and take your fail with you.
 
2013-08-26 06:57:40 PM

Treygreen13: Sergeant Grumbles: Treygreen13: This headline is so much more fun if you don't read the article, which states that the shareholders didn't have an issue with the guy and were instead upset about compensation policies that were changed at the meeting.

The guy was head of the compensation committee. Who else do you go after if you're unhappy with executive compensation?
The bottom line is that he was effectively voted out, and the board gave the shareholders the finger and are just looking for a way to cover their asses. It's that kind of consequence-free bullshiat for the wealthy that leads to heads rolling.

Well, I can see how it looks that way if you don't read the article.


I read the article and get the board's justification to get them but this show how warped the role of BoDs at large corporations have become. The BoDs are meant to represent and execute the will of the shareholders. Them and Corporate governance is supposed to protect shareholders from the "agency problem" inhearent in corporate officers.

There was one time the Board was only made up of the top shareholders, now not so much.
 
2013-08-26 07:00:50 PM

Treygreen13: That's the part you're missing here... where the rest of the article explains why you're an idiot and thus think people should have their heads chopped off because you don't understand how corporations work.


Too bad you're wrong. I saw it for what it was, the board covering its own ass as it flipped the bird at the shareholders. If you're unhappy with executive compensation, who else do you target than the guy in charge of compensation? Or is it normal to keep your job after being voted out in the world of corporations? That's not really an argument against heads rolling.

Maybe the next time I'm fired, I can just get my buddies to give me a do-over.
 
2013-08-26 07:07:18 PM

All2morrowsparTs: I read the article and get the board's justification to get them but this show how warped the role of BoDs at large corporations have become. The BoDs are meant to represent and execute the will of the shareholders


This is true. However, the article does not go into Big Lots' Corporate Governance Guidelines, which state (in this link) that anyone failing to garner a majority vote must submit a resignation letter (which was done) for consideration. There is nothing saying that they must accept the resignation, and in fact allows for 100 days to consider what is best for the company. They then asked the proxy firms and shareholders what the issue was, decided that the changes they had made in May addressed those concerns, and then decided to reject the resignation because it was the best thing for the company.
 
2013-08-26 07:08:02 PM

Treygreen13: Sergeant Grumbles: Treygreen13: This headline is so much more fun if you don't read the article, which states that the shareholders didn't have an issue with the guy and were instead upset about compensation policies that were changed at the meeting.

The guy was head of the compensation committee. Who else do you go after if you're unhappy with executive compensation?
The bottom line is that he was effectively voted out, and the board gave the shareholders the finger and are just looking for a way to cover their asses. It's that kind of consequence-free bullshiat for the wealthy that leads to heads rolling.

Well, I can see how it looks that way if you don't read the article.


See, your problem is you think these morons can actually read. Don't overestimate them.
 
2013-08-26 07:11:11 PM

Treygreen13: This is true. However, the article does not go into Big Lots' Corporate Governance Guidelines, which state (in this link) that anyone failing to garner a majority vote must submit a resignation letter (which was done) for consideration. There is nothing saying that they must accept the resignation, and in fact allows for 100 days to consider what is best for the company. They then asked the proxy firms and shareholders what the issue was, decided that the changes they had made in May addressed those concerns, and then decided to reject the resignation because it was the best thing for the company.


Well, I stand corrected.
Sometimes there is a wolf.
 
2013-08-26 07:12:06 PM

Sergeant Grumbles: Too bad you're wrong. I saw it for what it was, the board covering its own ass as it flipped the bird at the shareholders. If you're unhappy with executive compensation, who else do you target than the guy in charge of compensation? Or is it normal to keep your job after being voted out in the world of corporations? That's not really an argument against heads rolling.

Maybe the next time I'm fired, I can just get my buddies to give me a do-over.


Here's the Big Lots Corporate Governance Guidelines. The majority vote policy is 1.11 on page 2 of that document. Within is the agreed-upon rules of the shareholders and board when it comes to the mechanics of this vote.

Read it if you want. Or don't. I don't care.
 
2013-08-26 07:46:55 PM

Honest Bender: I just did the briefest of skims over TFA, but does the board of directors hold a majority of the stock?  If the majority of share holders vote for something, how can the board of directors go against that?

Someone please educate me. I just sat down and Google is waaaaay over there!


If voting had a chance of changing anything, it'd be illegal.
 
2013-08-26 07:59:20 PM
So, the decision is, we'll let this guy stay a year and see if the compensation changes work first.  If not, CEO is toast.

Ok.
 
2013-08-26 08:41:01 PM
im trying to get my head around the timeline depicted in the article.

it first says at the meeting in May that Solt was voted out.  FTFA "...said it would retain Solt on its board and reject his resignation offer despite his failing to garner a majority of votes in the company's May election of its board."

then it says it was based on the compensation changes enacted at that meeting (presumably in a negative way to justify ousting him). FTFA "...learned that the concerns were not with Solt, chairman of the compensation committee, but with previous executive compensation practices that were changed at the May meeting."

Then it says that the changes made in May were actually beneficial and about reeling in excess. FTFA "In May, the board separated the CEO and chairman roles and reduced total CEO compensation including aligning equity awards closer to shareholder return metrics."

Outside of there now being 2 roles from what used to be occupied by one person, where would this shareholder outrage be if the by-laws in May were actually good for reducing compensation?  Either the author forgot some details or the shareholders' rage was uncalled for to begin with?

I can only imagine that the newly doffed Compensation Chief that was voted out decided to renege on those rules in an effort to appease them and keep his role?  I'm not sure based on how the article reads but the things that happened at that May meeting suggest two different things.

And yes, I'm expecting TreyGreen13 to clear it up as he's established himself the alpha male in this discussion.
 
2013-08-26 08:52:18 PM

GoldSpider: moefuggenbrew: /Tempurpedic is life changing - no exaggeration.

I hear it's hard to fark on one of those...


Won't affect 99% of Farkers then....

/snerk
//i am the 1%
///not really
 
2013-08-26 08:55:20 PM
If shareholders were happy with Solt, they would have given him enough votes for him to retain his position.  I don't know their corporate bylaws, so I don't know if keeping him on board despite the shareholder vote is disallowed or just frowned upon, but I don't like the idea that objective voting results can be superceded by subjective interpretation of voters' motivations.

Hold another vote.  Find out if the shareholders are actually happy keeping him on as long as the policy is changed.
 
2013-08-26 10:31:44 PM

Treygreen13: The company said that in the wake of the vote, it reached out to shareholders, including proxy firms and learned that the concerns were not with Solt, chairman of the compensation committee, but with previous executive compensation practices that were changed at the May meeting.

That's the part you're missing here... where the rest of the article explains why you're an idiot and thus think people should have their heads chopped off because you don't understand how corporations work.


Are you really this gullible and/or stupid, or is this some weird trolling?
 
2013-08-26 11:00:08 PM

GoldSpider: moefuggenbrew: /Tempurpedic is life changing - no exaggeration.

I hear it's hard to fark on one of those...


Minor adjustments to style might be in order as they don't have the "give" of regular mattress.
But after destroying a $1000 Serta in 5 years, even with gaps in dating activity, I happily make said adjustments.

/that damn Serta looks like Paul Bunyan took a sand wedge to it.
 
2013-08-27 09:48:36 AM

Treygreen13: Sergeant Grumbles: Too bad you're wrong. I saw it for what it was, the board covering its own ass as it flipped the bird at the shareholders. If you're unhappy with executive compensation, who else do you target than the guy in charge of compensation? Or is it normal to keep your job after being voted out in the world of corporations? That's not really an argument against heads rolling.

Maybe the next time I'm fired, I can just get my buddies to give me a do-over.

Here's the Big Lots Corporate Governance Guidelines. The majority vote policy is 1.11 on page 2 of that document. Within is the agreed-upon rules of the shareholders and board when it comes to the mechanics of this vote.

Read it if you want. Or don't. I don't care.


I'm not saying I'm not impressed with you going the extra mile here, but that seems like a lot of work to tell some guy on the internet that he's wrong about something.
 
2013-08-27 12:46:23 PM

Satanic_Hamster: Are you really this gullible and/or stupid, or is this some weird trolling?


Actually, Daniel, I am not gullible or stupid. The information I used to come to the conclusion is out there, for free, for everyone to look up. I have experience in purchasing and selling shares in corporations and responding to votes through proxy.

What is "gullible" is posting pictures of guillotines and believing anything a submitter on Fark tells you, instead of reading the articles and evidence supplied.

The Flexecutioner: Outside of there now being 2 roles from what used to be occupied by one person, where would this shareholder outrage be if the by-laws in May were actually good for reducing compensation?  Either the author forgot some details or the shareholders' rage was uncalled for to begin with?

I can only imagine that the newly doffed Compensation Chief that was voted out decided to renege on those rules in an effort to appease them and keep his role?  I'm not sure based on how the article reads but the things that happened at that May meeting suggest two different things.

And yes, I'm expecting TreyGreen13 to clear it up as he's established himself the alpha male in this discussion.


Here is (probably) how this went: (note, this is just a possible way but it seems logical)

1. At the May meeting of the shareholders, a vote was taken of the shareholders in attendance. Mr. Solt failed to get a majority vote, but he was running unopposed so there isn't someone to replace him right then.  This MarketWatch article states that votes for him were "withheld", meaning that someone refused to provide supporting votes until their issues were addressed.

2. By the company law, Mr. Solt is forced to tender his resignation, so he did. The Board of Directors is now required to look at the resignation and decide on it.

3. The Board said, "Oh shiat, these guys are serious. Let's find out what they're upset about, or we're going to have to find someone to replace him." The Board has 100 days from this point to make a decision.

4. The Board (sometime after the vote) asked the biggest shareholders and proxy voting firms (who control a LOT of votes) what their issues were - to which they replied "your executives are making too much money" and the Board said, "So you don't have any beef with Solt personally, just that you want changes in executive compensation?" And they said, "yes."

5. The Board (over the past 100 days) reviews their current policy and decides whether or not the company is making progress towards that goal, or away from it. They look at changes they can make and decide to implement them. They evaluate Solt on his experience and track record and say, "I think we're going in the right direction with him before the vote and these changes. We're going to keep him rather than trying to bring anyone new in."

6. BigLots puts out a press release. Since the shareholders wanted changes to be made and didn't dislike Solt personally, they say "Ok." Internet revolutionaries post beheading pics and then disappear into the night.
 
2013-08-27 01:01:15 PM

poot_rootbeer: If shareholders were happy with Solt, they would have given him enough votes for him to retain his position.  I don't know their corporate bylaws, so I don't know if keeping him on board despite the shareholder vote is disallowed or just frowned upon, but I don't like the idea that objective voting results can be superceded by subjective interpretation of voters' motivations.

Hold another vote.  Find out if the shareholders are actually happy keeping him on as long as the policy is changed.


Well, their corporate laws are linked twice here, and I've recapped them twice already, but I'll help here again:

Big Lots Corporate Governance Guidelines page 2, section 1.11

But you're right - they can eventually send a strong(er) message if this doesn't solve their issues by dumping huge amounts of Big Lots stock or bringing others up for a vote. Tanking the price by selling hits the Board of Directors right in the pants since (by the law linked above) the Board of Directors must be large shareholders to remain on the board.
 
2013-08-27 02:10:00 PM

Treygreen13: Satanic_Hamster: Are you really this gullible and/or stupid, or is this some weird trolling?

Actually, Daniel, I am not gullible or stupid. The information I used to come to the conclusion is out there, for free, for everyone to look up. I have experience in purchasing and selling shares in corporations and responding to votes through proxy.

What is "gullible" is posting pictures of guillotines and believing anything a submitter on Fark tells you, instead of reading the articles and evidence supplied.

The Flexecutioner: Outside of there now being 2 roles from what used to be occupied by one person, where would this shareholder outrage be if the by-laws in May were actually good for reducing compensation?  Either the author forgot some details or the shareholders' rage was uncalled for to begin with?

I can only imagine that the newly doffed Compensation Chief that was voted out decided to renege on those rules in an effort to appease them and keep his role?  I'm not sure based on how the article reads but the things that happened at that May meeting suggest two different things.

And yes, I'm expecting TreyGreen13 to clear it up as he's established himself the alpha male in this discussion.

Here is (probably) how this went: (note, this is just a possible way but it seems logical)

1. At the May meeting of the shareholders, a vote was taken of the shareholders in attendance. Mr. Solt failed to get a majority vote, but he was running unopposed so there isn't someone to replace him right then.  This MarketWatch article states that votes for him were "withheld", meaning that someone refused to provide supporting votes until their issues were addressed.

2. By the company law, Mr. Solt is forced to tender his resignation, so he did. The Board of Directors is now required to look at the resignation and decide on it.

3. The Board said, "Oh shiat, these guys are serious. Let's find out what they're upset about, or we're going to have to find someone to replace him." Th ...


Point 5 doesnt address that those changes were made at the same meeting the vote took place, according to the article.  They more than likely couldnt have polled their people, caved, and changed by-laws before the close of that meeting.  I think at best the article writer phoned this one in for a paycheck and decided an accurate timeline wasnt necessary.  At worst it's a misinformative PR statement disguised as a business article.
 
2013-08-27 02:24:26 PM

The Flexecutioner: Point 5 doesnt address that those changes were made at the same meeting the vote took place, according to the article. They more than likely couldnt have polled their people, caved, and changed by-laws before the close of that meeting. I think at best the article writer phoned this one in for a paycheck and decided an accurate timeline wasnt necessary. At worst it's a misinformative PR statement disguised as a business article.


The article still made it sound like corporate malfeasance, as if the Board was ignoring the vote. That was wrong, as I've admitted.
But really, if you assume corporate wrongdoing 100% of the time, you'll be right more than you'll be wrong.
 
2013-08-27 02:41:31 PM

Sergeant Grumbles: The Flexecutioner: Point 5 doesnt address that those changes were made at the same meeting the vote took place, according to the article. They more than likely couldnt have polled their people, caved, and changed by-laws before the close of that meeting. I think at best the article writer phoned this one in for a paycheck and decided an accurate timeline wasnt necessary. At worst it's a misinformative PR statement disguised as a business article.

The article still made it sound like corporate malfeasance, as if the Board was ignoring the vote. That was wrong, as I've admitted.
But really, if you assume corporate wrongdoing 100% of the time, you'll be right more than you'll be wrong.


yeah, it sounds like that, but TreyGreen showed the friggin by-laws and that's fine that technically it wasn't amlfeasance.  but for the rest of us it definitely smells dishonest, enough to collectively purge the stock if BigLots isnt in a strong position for growth.  but that's only with a significant amount of unity to create damage.  otherwise that purge would just consolidate power even more, unless ethics is that important to you (and for many investors it doenst seem so).  as a non-stockholder of any sort, its just more interesting to me as a hypothetical, as well as reinforcing my assumptions of corruption/mal-intent.
 
2013-08-27 03:32:07 PM

The Flexecutioner: Point 5 doesnt address that those changes were made at the same meeting the vote took place, according to the article.  They more than likely couldnt have polled their people, caved, and changed by-laws before the close of that meeting.  I think at best the article writer phoned this one in for a paycheck and decided an accurate timeline wasnt necessary.  At worst it's a misinformative PR statement disguised as a business article.


Their posted corporate governance laws (linked in this thread now three times) were last revised in November of last year. So they couldn't have changed them unless they had a time machine, and if I had a time machine I'd be king of the world not head of executive compensation at Big Lots.
 
2013-08-27 03:47:54 PM

Treygreen13: The Flexecutioner: Point 5 doesnt address that those changes were made at the same meeting the vote took place, according to the article.  They more than likely couldnt have polled their people, caved, and changed by-laws before the close of that meeting.  I think at best the article writer phoned this one in for a paycheck and decided an accurate timeline wasnt necessary.  At worst it's a misinformative PR statement disguised as a business article.

Their posted corporate governance laws (linked in this thread now three times) were last revised in November of last year. So they couldn't have changed them unless they had a time machine, and if I had a time machine I'd be king of the world not head of executive compensation at Big Lots.


well, i didnt care to read the links (or every post in this thread), but i did care to read the article that doesnt say this.  unless you can find where it did and I'm mistaken, it actually says the rules were changed in May.  im fine with you correcting that.  but either way, my conclusions on the author still holds true--either it's poorly written intentionally or unintentionally, creating much of the confusion that required far too much effort to correct.
 
2013-08-27 03:59:22 PM

The Flexecutioner: Treygreen13: The Flexecutioner: Point 5 doesnt address that those changes were made at the same meeting the vote took place, according to the article.  They more than likely couldnt have polled their people, caved, and changed by-laws before the close of that meeting.  I think at best the article writer phoned this one in for a paycheck and decided an accurate timeline wasnt necessary.  At worst it's a misinformative PR statement disguised as a business article.

Their posted corporate governance laws (linked in this thread now three times) were last revised in November of last year. So they couldn't have changed them unless they had a time machine, and if I had a time machine I'd be king of the world not head of executive compensation at Big Lots.

well, i didnt care to read the links (or every post in this thread), but i did care to read the article that doesnt say this.  unless you can find where it did and I'm mistaken, it actually says the rules were changed in May.  im fine with you correcting that.  but either way, my conclusions on the author still holds true--either it's poorly written intentionally or unintentionally, creating much of the confusion that required far too much effort to correct.


I think there's some confusion here about "by-laws." The agreed-upon rules I've posted here explain why a majority shareholder vote isn't a requirement for the guy to be fired - something not mentioned in the article. Big Lots is required to provide that information to investors and potential investors so anyone who put money with Big Lots had the opportunity to find that out before they invested. Nothing has changed in their corporate governance agreement since November of last year, so they couldn't have changed their corporate governance rules to allow him to stay in May - and as the article states Solt followed the rules and submitted his resignation for review by the Board.

The timeline is poorly written, though, I agree. At some point in May they made further changes to their executive compensation policy but it isn't clear if it happened actually *at* the meeting or immediately afterward. Also it's not clear what part of their "changes" was already happening - there are several articles about this and they all offer a little different take on it.

But they have 100 days to decide on the resignation so they didn't actually do anything wrong in making changes, waiting 100 days, and then announcing they'd keep him on. The stock seems to be holding steady since the announcement so it seems that the shareholders aren't *that* unhappy. Although the stock did lose some value in May after the meeting.
 
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