The annual proxy for this biotechnology company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposal on independent chairman
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 the shareholder engagement program and the peer group. If the company had disclosed a benchmark of the company against the peer group, Magni could have voted for the proposal.
- For the shareholder proposal on independent chairman – Magni wrote a position paper regarding shareholder proposals for independent chairman.