The annual proxy for this distributor of medical, dental and veterinary supplies had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni voted for and against proforma proposals.
- For and against 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. However, Benjamin, Breslawski, and Mlotek should not be considered independent and Magni voted against these three candidates.
- For auditors – There appear to be no controversies with the financial statements of the company.
- Against “say-on-pay” – The proxy materials did not address shareholder engagement. The peer group was listed. The text describing the criteria for the peer group was initially very objective with the use of industry designations, however the latter portion of the text had a series of caveats that allows the board to ignore the criteria.