The annual proxy for the video game company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposal on equity incentive plan
- Board and shareholder proposals on 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 materials did not disclose any stockholder engagement activities. The peer group was listed, though the criteria were high level. The materials did not show a comparison of the company to the peer groups on relevant metrics.
- For board proposal. Equity incentive plans are a good tool for aligning management of a company with shareholder interests.
- For board and shareholder proposals on lowering threshold for special meetings to 25% and 15%, respectively. Per Magni policy, the company generally votes in favor of threshold reductions.