Proxy Blog


May 14, 2018

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

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Shareholder proposals on:
    -Easing proxy access
    -Requiring a report on pricing 

Magni voted as follows: 

  1. 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” Advisory Vote. 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.

  2. Magni voted for and against shareholder proposals.
    -For easing proxy access – Strong shareholder relationships are part of good governance. Shareholders can be more engaged and feel more respected when there is a simple and clear process for adding shareholder proposals to proxies.
    -Against requiring a report on pricing – The material provided by the shareholder came across as a political platform instead of one in the interest of shareholders. The rapid escalation of drug prices is a significant issue yet having one company produce a report is unlikely to impact the issue and could harm the company.