The annual proxy for the cable television and internet provider had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposal on Omnibus Sharesave Plan
- Shareholder proposals on independent chairman and lobbying report
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.
-For auditors. There appear to be no controversies with the financial statements of the company.
-Against “say-on-pay” – The proxy materials disclose the shareholder engagement activities, which included discussion of executive compensation. The company uses a customized peer group. While that may be correct, a custom, multi-component peer group creates complexity and an opportunity for opaqueness. The company did not provide specificity on the formation of each component and did not provide material comparison of the company to any of the component peer groups.
- For board proposal. Equity incentive plans are a good tool for aligning management of a company with shareholder interests. The amendments to the existing plan are relatively minor and the changes are consistent with good governance.
- 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.
-Lobbying report – This proposal is similar to last year’s version, which Magni voted against. Given the likelihood of the proposal returning, the company could have spent the year developing a better reason why shareholders should vote against the proposal. The company statement was defensive and unorganized. There are some good reasons to vote against the proposal, however those reasons are buried in a lot of extraneous comments. Magni voted in favor of the proposal in part because the company does not appear to be taking it seriously.