The annual proxy for this managed health care company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposals on:
-Threshold for special meetings
Magni voted as follows:
- Magni voted for all proforma proposals.
-Directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. The compensation levels are set using a benchmarking process.
-Auditors – There appear to be no controversies with the financial statements of the company.
-“Say-on-pay” – The proxy materials demonstrated that the board has more than considered shareholder feedback on executive compensation. In addition, the proxy materials disclosed the benchmarking done on executive compensation, including listing the peer group used in the benchmarking.
- Magni voted for and against shareholder proposals.
-Against lobbying disclosure – Aetna already provides significant lobbying disclosure. Transparency is an important part of good governance and Aetna is already transparent.
-For lowering threshold on special meetings – Strong shareholder relationships are part of good governance. Shareholders can be more engaged and feel more respected when the threshold for calling special meetings is low.