The annual proxy for this restaurant company (e.g., Olive Garden, LongHorn Steakhouse, The Capital Grille) had the following proposals:
- Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni voted 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” – The shareholder engagement program was described at a very summary level with no specifics on the amount of activity. The peer group was listed with clear, but high-level criteria. There was no comparison of the company to the peer group. Collectively the disclosures did not provide sufficient transparency into the governance of executive compensation.