Proxy Blog

Consolidated Edison, Inc. 

April 28, 2020

The annual proxy for this public utility company had the following proposals: 

  • Proforma votes on directors, the appointment of auditors, and executive compensation 

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. 
  • Auditors – There appear to be no controversies with the financial statements of the company.
  • “Say-on-pay” – The proxy contained the minimum required disclosure on the shareholder engagement program and the peer group to enable Magni to vote for this proposal. This equity is new to Magni portfolios. The disclosure needs to be more complete for Magni to support the proposal in future years. The most important change would be to add a benchmarking of the company to the peer group using the market cap metric instead of only the revenue metric.