The annual proxy for this information technology company had the following proposals:
- Proforma votes on directors, the appointment of auditors, and executive compensation
- Shareholder proposal to require an independent chairman
Magni voted as follows:
- 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.
- 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.