The annual proxy for this network services company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposal on incentive compensation plan
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, though the equity does not have 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 disclosed a shareholder engagement program where executive compensation was a topic, though the level of activity was not disclosed. There was high-level peer group criteria and the peer group was listed, though the company is smaller than the companies in the peer group thus risking an upward bias on compensation.
- For board proposal on a revised long-term incentive plan. Such plans are good tools for aligning management of a company with shareholder interests.