NORTH HAVEN, Connecticut - Tyco International shareholders overwhelmingly rejected 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 capitalisation by $30 billion in a year.

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

Former CEO L. Dennis Kozlowski and former chief financial officer Mark Swartz were awaiting a New York jury's verdict on charges they illegally spent millions of company funds on lavish perks - including a $15,000 umbrella stand and a $6,000 shower curtain in a Fifth Avenue apartment used by Kozlowski. They're also accused of netting $430 million more by pumping up Tyco stock prices and selling their shares.

“I paid for the curtains, the umbrella stand and part of the wedding” of Kozlowski's daughter, stockholder Raya Gitlow of New York said she often tells people.

“I'll lose my whole hope on everything that's going on in this country” if Kozlowski is acquitted, she said.

Tyco executives, though, focused on the future and the company's improving financial results.

“We continue to build momentum in our efforts to transform Tyco into a world class company,” reducing debt, increasing cash flow, streamlining some operations and cutting costs, Breen told shareholders.

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 companies and their 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 US operational headquarters to West Windsor, New Jersey, near Princeton. The shareholder meeting was held at the company's United States Surgical facility, which makes sutures and other surgical supplies.

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.

All four proposals supported by the board sailed through, including re-electing the entire board of directors and one new director and officially appointing Deloitte & Touche LLP as auditors to replace PricewaterhouseCoopers LLP, which had watched over Kozlowski.

A shareholder proposal to make Tyco develop a plan to reduce toxic releases from its factories and disclose more information about such pollution was backed by the company, which recently created an executive team to improve its environmental health and worker safety performance.

Tyco shares rose $1.03, or 3.8 percent, to close at $27.88 on the New York Stock Exchange.

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