The annual proxy for the nationwide used car dealer had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposal on greater lobbying disclosure
Magni voted as follows:
- 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.
- Magni voted against shareholder proposal on greater lobbying disclosure. Carmax already publishes extensive data.