The annual proxy for this consumer goods company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposals on independent chairman and lowering threshold for special meetings
Magni voted as follows:
- For 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 disclosed a shareholder engagement program, including activity level and scope of discussions. The peer group was listed, including high-level criteria for the group and benchmarking of the company against the group.
- For shareholder proposals.
-Independent chairman – An independent board is an important part of good governance. An independent chairman is an element of an independent board, though there are situations where an independent chairman does not make sense (e.g., a visionary founder where a material portion of the company value is connected to the founder). This company does not have one of those situations.
-Lowering the threshold for special meetings – Per the Magni position paper, Magni routinely votes in favor of these proposals.