The annual proxy for this toy company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni voted as follows:
- For and against the proforma proposals.
-For and against directors – Mr. Fascotti is the current President and COO; he should be welcome to attend board meetings but does not need to be a director. Mr. Goldner, the current CEO, is on the board and therefore Mr. Hassenfeld, a retired Hasbro CEO, does not need to be on the board. Magni voted for Mr. Goldner and the ten director candidates who are independent.
-For auditors – There appear to be no controversies with the financial statements of the company.
-Against “say-on-pay” – The proxy discloses the shareholder engagement efforts, including the discussions about executive compensation. The peer group is listed, yet very subjective criteria are used. The criteria are interesting and perhaps appropriate; however the company needs to disclose how the criteria are applied and disclose any companies that met the criteria but were not included in the peer group.