Proxy Blog


May 8, 2018

The annual proxy for this technology company had the following proposals: 

  1. Proforma votes on directors and appointment of auditors 
  2. Proforma European-style votes on approval of accounts, annual confirmation of authorities, and compensation plans 
  3. Board proposal to delegate proxy to the board for items arising at the meeting 

Magni voted as follows 

  1. Magni for all 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. The compensation levels are set using a benchmarking process.
    Auditors. There appear to be no controversies with the financial statements of the company.
    “Say-on-pay” Advisory Vote. The proxy materials demonstrated that the board has more than considered shareholder feedback on executive compensation. In addition, the proxy materials disclosed the benchmarking done on executive compensation, including listing the peer group used in the benchmarking.

  2. Magni for all European-style proforma proposals. Under US laws and regulations, these matters are handled by the board, thus the topics do not warrant votes by shareholders of US companies. Magni usually votes in support of these topics, unless some controversy or issue has arisen that requires additional investigation or justifies a vote against. No material controversies or issues were identified.

  3. Magni voted against board proposal to delegate proxy to the board for items arising at the meeting. If material items require a vote, the board should not have the authority to act on behalf of the shareholders. That would not be good governance.