Proxy Blog

Ford Motor Company

April 3, 2019

The annual proxy for this automaker had the following proposals: 

  1. Proforma votes on directors, the appointment of auditors, and executive compensation 
  2. Vote on board proposal regarding tax benefits preservation 
  3. Votes on shareholder proposals covering one vote per share, lobbying activities, and political activities 

Magni voted as follows: 

  1. For and against proforma proposals:
    -For and against directors  The director compensation does not include long-term components (e.g., ownership requirements, no selling of company stock while still a director)In addition, two Ford family members are on the board. One could be justified, however given the ongoing challenges in the company, the preferred voting rights of the Ford family, and shortcomings in the director compensation plan, Magni voted against both director candidates from the Ford family. Magni voted for the remainder of the candidates.
    -For auditors  There appear to be no controversies with the financial statements of the company.
    -For “Say-on-pay” Advisory Vote – The shareholder engagement and peer group disclosures indicate good governance practices in executive compensation. 
  2. For board proposal regarding tax benefits preservationThe company accumulated tax benefits and shareholders should support management in getting full value from the benefits. 
  3. For shareholder proposals:
    -One vote per share – The Ford family retains voting preferences. This preference is inconsistent with corporate governance best practices. There are cases where such preferences are acceptable. Given the poor performance of Ford equity, the voting preferences do not appear to have served shareholder interests and should be eliminated.
    -Lobbying activities – The proposal requests greater disclosure of lobbying activities. When a company already does a good job of disclosure and/or wins awards for its disclosure, Magni tends to vote against such proposals. This company does not provide strong transparency and should provide more information.
    -Political activities  The proposal requests greater disclosure of political activities. When a company already does a good job of disclosure and/or wins awards for its disclosure, Magni tends to vote against such proposals. This company does not provide strong transparency and should provide more information.