The annual proxy for this financial services company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposal on long-term incentive plan
- Shareholder proposals on written consent, gender pay gap report, and board ideology disclosure policy
Magni voted as follows:
- For and against proforma proposals.
–For directors – The disclosures meet the criteria in Magni’s policy on election of directors.
-For auditors – The company meets the criteria in Magni’s policy on auditor ratification.
-Against advisory vote – The disclosures in the proxy did not meet the criteria in Magni’s policy on the advisory vote.
- For board proposal on a revised long-term incentive plan. Per Magni policy, Magni votes in favor of many of these proposals.
- For and against the shareholder proposals.
–Against written consent – Per the Magni position paper, Magni routinely votes against these proposals.
-For proposal on gender pay gap report – Gender equity is an important issue. That said, in prior years we voted against these sorts of shareholder proposals for two reasons. First, the shareholder proposal continued to use of generic and inaccurate information in the supporting statement. Second, the company’s active efforts to address gender inclusion. This year, the company claimed good progress and cited compelling metrics, yet the company did not disclose the supporting data to demonstrate the validity of the metrics. Until the company discloses the supporting data, we will continue to support these sorts of shareholder proposals.
-Against shareholder proposal on ideological disclosure policy. The board should have the latitude to select the criteria most useful in an effective board. The shareholders can then decide whether the criteria are good or not. For many companies, political considerations are not in the interests of the company. Forcing such information to be disclosed when the board does not consider the criteria relevant would create the risk that the company will be part of our current divisive political climate. This risk has negative consequences for company valuation.