The annual proxy for this technology company specializing in materials had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni 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 disclosure regarding the shareholder engagement program was fine. The peer group was listed, and the company was benchmarked against the peer group, though the criteria for the peer group was vague and the company is smaller than the peer group.