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
- Board proposal to approve 2019 Incentive Compensation Plan
- Shareholder proposal on independent chairman
Magni voted as follows:
- For and against proforma proposals.
-For 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.
-For auditors – There appear to be no controversies with the financial statements of the company.
-Against “Say-on-pay” Advisory Vote – The proxy materials discussed shareholder engagement, including specific reference to “human resource management” as part of the discussion. The peer group is listed, but the process for determining the group is vague. The company needs more transparency in the peer group process.
- For the board proposal on the 2019 Incentive Compensation Plan – The plan is aligned with shareholder interests, the amendments are minor in nature, and having people within the company focused on value creation is a good governance practice.
- For the shareholder proposal on independent chairman. Magni wrote a position paper regarding shareholder proposals for independent chairman.