The annual proxy for this technology company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposal on written consent
Magni voted as follows:
- Magni voted for all proforma proposals.
-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.
-Auditors – There appear to be no controversies with the financial statements of the company.
-“Say-on-pay” – The proxy materials discussed a shareholder engagement effort, though the topics during engagements did not specifically include compensation. The peer group for compensation benchmarking was identified, though the criteria for inclusion in the peer group was imprecise. While flawed, enough of the basic process for good governance is in place to justify a vote for the proposal.
- Magni voted against the shareholder proposal. Per the Magni position paper, Magni routinely votes against written consent proposals.