The annual proxy for this finance and insurance company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposal on frequency of executive compensation votes
- Shareholder proposals on threshold for special meetings
Magni voted as follows:
- 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 proxy materials disclosed that the shareholder engagement efforts had produced very specific feedback. That is good. At the same time, the peer group was not listed. The company clearly has issues with its compensation programs.
- For board proposal. Annual votes on executive compensation are good governance. This company needs to improve the governance of its named executive compensation program. Requiring annual disclosures will be good discipline for the company.
- For the shareholder proposal on lowering threshold for special meetings to 10%. Good governance means open communications with shareholders.