Digital Realty Trust, Inc. Proxy
The proxy had two proposals related to the issuance of shares:
- To approve the issuance of shares
- To approve adjourn special meeting or time to solicit more proxy votes
Magni voted against both proposals. The proxy is very technical with poor quality overview material. The transaction involves a lot of entities, while the underlying relationships among the entities is opaque. The business rationale for the activity is not articulated. This appears to be some form of financial engineering. It is far from clear that the beneficiaries of this transaction will be shareholders. This transaction could well benefit the opaque entities listed in the proxy, and it may do so at the expense of the shareholders. For a board to propose such a transaction, the proxy material needs to explain the benefit to shareholders.