The annual proxy for this software company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposals on amended stock incentive plan
Magni voted as follows:
- For and against the proforma proposals. –
For 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.
-For auditors – There appear to be no controversies with the financial statements of the company.
–Against “say-on-pay” – The proxy materials documented the shareholder engagement program, with compensation as one of the topics. The peer group was listed though the criteria is vague and subject to gerrymandering.
- For the board proposal. Stock incentive plans are a good tool for aligning the management of a company with shareholder interests. The amendments to the existing plan are relatively minor and the changes are consistent with good governance.