The annual proxy for this athletic footwear company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni for proforma proposals:
- 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.
- Auditors – There appear to be no controversies with the financial statements of the company.
- “Say-on-pay” – The proxy materials documented the shareholder engagement, including discussions about compensation. The peer group was listed, and the criteria were objective (i.e., “publicly-traded athletic footwear and apparel retailers and other specialty retail companies having revenues of approximately one-third to two and one-half times the Company’s revenue”).