The annual proxy for this railroad and real estate holding company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni 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 disclosure included information about the shareholder engagement program and the scope of discussions, though the level of activity should be disclosed. The peer group was listed along with high-level criteria for the group. The company was benchmarked against the peer group.