The annual proxy for this energy company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposal on political disclosure
Magni voted as follows:
- 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” Advisory Vote – The disclosure regarding the shareholder engagement is fine. Though the peer group was disclosed, the criteria were high level and the company was not benchmarked against the group.
- Against the shareholder proposal on political disclosure – Magni routinely votes against these sort of proposals as most of the proposals are generic without citing deficiencies of the company and most companies do a good job of disclosing relevant information. This company has had a history of weaker disclosure. In the past year, the disclosure has improved. Magni will vote against the proposal, though continued improvement is expected.