The annual proxy for this financial services corporation had the following proposals:
- Proforma votes on directors, the appointment of auditors, and executive compensation
- Special vote on a board proposal to approve the Global Omnibus Stock Purchase Plan
- Votes on shareholder proposals covering proxy access, prohibition on vesting of equity-based awards during voluntary resignation, and threshold to call special meetings
Magni voted as follows:
- 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 shareholder engagement and peer group disclosures indicate good governance practices in executive compensation.
- For board proposal. The stock purchase plan is generally consistent with good governance, while aligning the management with the interests of the shareholders.
- For and against shareholder proposals.
-For easier proxy access – Access to proxies is an important tool for shareholders to make sure that the board and executives understand the priorities of the shareholders.
-Against prohibition on vesting of equity-based awards for senior executives when they resign their positions to enter government service – The purpose of the proposal is to limit the industry influence on government regulations. While well intended, such a proposal could prevent regulatory bodies from hiring qualified and knowledgeable people into key roles. The risks from staff without adequate knowledge are greater than the risks from a “revolving door” between the industry and the government.
-For lowering threshold for special meetings to 15%. As with proxy access, good governance means open communications with shareholders.