The annual proxy for this chemical products company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposal on equity incentive plan
- Shareholder proposals on employee board advisory position and lowering threshold for special meetings
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” – The proxy does not disclose any benchmarking of the company against the criteria used for peer group.
- For board proposal on incentive plan – Stock plans align the interests of the management team with the shareholders.
- For and against shareholder proposals.
–Against employee board advisory position – Generally, a company should have the latitude to suggest director candidates that best meet its interests. The shareholders then get the opportunity to approve (or reject) those candidates. The company receives a relatively high governance score. At this point, Magni does not see the need to require employee representation on the board, even on an advisory basis.
-For lowering the threshold for special meetings – Per the Magni position paper, Magni routinely votes in favor of these proposals.