The annual proxy for this consumer products company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposal on eliminating board classes
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” 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 for board proposal. The use of multiple classes on a board enables directors to avoid annual election to the board as only one class is provided as a slate in a given year. Classes insulate the board from shareholders. That is not consistent with best practices. The board has proposed a change consistent with good governance.