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
- Board and management proposals on:
-Doubling outstanding authorized shares
-Changes to bylaws and related certificates
Magni voted as follows:
- Magni voted for the proforma proposals, with exceptions.
-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. The compensation levels are set using a benchmarking process. Benjamin, Breslawski, and Mlotek should not be considered independent and Magni voted against these three candidates.
–Auditors. There appear to be no controversies with the financial statements of the company.
–“Say-on-pay” Advisory Vote. The proxy materials demonstrated that the board has more than considered shareholder feedback on executive compensation. In addition, the proxy materials disclosed the benchmarking done on executive compensation, including listing the peer group used in the benchmarking.
- Magni voted for and against shareholder proposals.
-Against doubling outstanding authorized shares – The dilution risks are material. The board did not provide a compelling reason for the proposal.
-For changes to bylaws and related certificates – The changes were housekeeping matters with no material impact on company performance or the quality of governance.