The annual proxy for this technology services company had the following proposals:
- Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposals to incorporate in Delaware and approve stock incentive plan
- Shareholder proposal on independent chairman
Magni voted as follows:
- For and against proforma proposals:
–For directors – The disclosures in the proxy 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 proposals
–Incorporate in Delaware – This sort of proposal is not common. Delaware is a popular place for incorporation. There is nothing is the state’s statutes or regulations which inherently lead to good or bad corporate governance. Magni defers to the recommendation of the company’s board.
-Stock Incentive Plan – Per Magni policy, Magni votes in favor of many of these proposals.
- For shareholder proposal on independent chairman – Per the Magni position paper, Magni routinely votes for these proposals.