Proxy Blog

Helmerich & Payne, Inc. 

February 6, 2020

The annual proxy for this oil and gas drilling company had the following proposals: 

  1. Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Board proposal on long-term incentive plan 

Magni voted as follows: 

  1. For and against proforma proposals.
    -For 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. 
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against “say-on-pay” – The proxy materials did not disclose a shareholder engagement program or any activity. The peer group was listed, though without any meaningful criteria. The comparison of the company to the peer group covered some good data; however, there was no mean or median for the peer group. Collectively the lack of disclosures on shareholder feedback and incomplete disclosures on the peer group keep a very important process opaque. Opaqueness is inconsistent with good governance. 
  2. For board proposal. Long-term incentive plans are a good tool for aligning management of a company with shareholder interests.