The annual proxy for this technology company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposal on employee stock purchase plan
- Shareholder proposals on written consent and gender pay gap
Magni voted as follows:
- For 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.
-Auditors – There appear to be no controversies with the financial statements of the company.
-“Say-on-pay” – The proxy disclosed a shareholder engagement program, the activity level, and the scope of discussions. The peer group was listed, along with the high-level criteria and a benchmarking of the company against the peer group.
- For the board proposal – Employee stock purchase plans are a good tool for aligning employees with shareholder interests.
- Against shareholder proposals.
-Written consent – Per the Magni position paper, Magni routinely votes against written consent proposals.
-Gender pay – Gender equity is an important issue. That said, there are two reasons for voting against the proposal. The first is the use of generic and inaccurate information in the shareholder’s supporting statement, along with the proposal requiring the company to report a misleading metric for gender equity. The second is the company’s prior and current efforts to address gender inclusion. The company has made good progress and should be encouraged to continue with its current efforts.