The annual proxy for this oil and gas drilling company had the following proposals:
- Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposal on long-term incentive plan
Magni voted as follows:
- 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.
- For board proposal. Long-term incentive plans are a good tool for aligning management of a company with shareholder interests.