The Associated Press

NORTH HAVEN, Conn. - Tyco International shareholders voted down proposals to move the scandal-tainted conglomerate's incorporation back to the United States and to strictly limit executive compensation - both moves the company opposed.

Fewer than 100 shareholders attended the subdued meeting, and most of those who spoke offered positive opinions of Tyco's new management. One congratulated chief executive officer Ed Breen, the former Motorola chief operating officer who took over in July 2002, for boosting Tyco's market capitalization by $30 billion in a year.

That was despite some shareholder anger over Tyco's low stock price - less than half its $60-a-share peak - and the legacy of heavy debt and soiled reputation left by its previous top executives.

The scandal appeared to be a factor in the proposal by the pension fund of the American Federation of State, County and Municipal Employees to move Tyco's official headquarters back to the United States from Bermuda.

John Keenan, strategic analyst for the pension fund, said incorporation in Bermuda makes it difficult for shareholders to hold executives accountable.

That proposal was rejected by at least 93 percent of proxies cast in advance, possibly because a proposal to increase shareholder rights easily passed. Less than half the shareholders present submitted their proxies during the meeting, so the outcome of the votes is unlikely to change.

Tyco last year moved its U.S. operational headquarters to West Windsor, N.J., near Princeton. The shareholder meeting was held at the company's United States Surgical facility.

The proposal to hold executive salaries and bonuses to a maximum of $1 million each per year and to limit other compensation drew only about 5 percent of the votes. The board opposed it, saying the move would hurt Tyco's ability to attract top talent.