Proxy Blog

General Motors Company

May 7, 2020

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

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Board proposals on frequency of advisory votes and incentive plan 
  3. Shareholder proposals on written consent, proxy access, human rights policy, and report on lobbying 

Magni voted as follows: 

  1. For proforma proposals.
    Directors – The disclosures in the proxy meet the criteria in Magni’s policy on election of directors
    -Auditors – There appear to be no controversies with the financial statements of the company.
    -“Say-on-pay”  The proxy materials had complete disclosures on the shareholder engagement program and the peer groups. 
  2. For board proposals.
    Annual vote on “say on pay” – Annual feedback from shareholders is good.
    -Incentive plan – Stock plans align the interests of the management team with the shareholders. 
  3. For and against shareholder proposals.
    Against written consent – Per the Magni position paper, Magni routinely votes against these proposals.
    -For enhancing proxy access – Enabling shareholder interaction is part of good governance. Generally, Magni votes for proposals that encourage and/or enable such interaction.
    -Against human rights policy – Any company is at risk when its operations exist in regions of the world where conflict occurs. Companies should not avoid those locations, especially companies such as this one where its products are an important part of making the location better. Companies need to have good governance to minimize risks. This proposal acknowledges that the company considers this issue important and that the company has a history of good conduct. The proposal would require the company to go further to mitigate risks by establishing a human rights policyThis company receives a high score from Magni for its corporate governance. Companies with high scores are less likely to have issues. Magni would vote for such a proposal in companies with weaker governance or a history of issues.
    -Against report on lobbying – The company already provides good disclosures of these activities, including receiving an award for its disclosure.