Proxy Blog

HP Inc. 

March 21, 2019

The annual proxy for this information technology company had the following proposals: 

  1. Proforma votes on directors, the appointment of auditors, and executive compensation 
  2. Shareholder proposal to require an independent chairman 

Magni voted as follows: 

  1. 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 shareholder engagement and peer group disclosures indicate good governance practices in executive compensation. 
  2. For shareholder proposal. Having an independent chairman is consistent with good governance, though many other considerations are more important. HP already has an independent chairman. Codifying into governance documents a requirement to have an independent chairman is a small, but good thing.