Proxy Blog

American Airlines Group Inc. 

May 15, 2019

The annual proxy for this airline company had the following proposals: 

  1. Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Shareholder proposal regarding political contributions and expenditures 

Magni voted as follows: 

  1. For and against 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 company does not have a shareholder engagement program that goes beyond the annual advisory vote. The peer group is limited to the two primary competitors. The peer group should include more companies than the two largest competitors. Further, the proxy materials should show how the company performs on relevant metrics against the peer group.  
  2. Against shareholder proposalThe company already discloses political activities. This proposal mostly seeks to lump industry group activities with political activities. There are good reasons for a company to participate in an industry group. Many of those reasons are unrelated to lobbying. Assuming all such industry activity as political is wrong.