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 proposals on written consent, gender pay gap, and report on racism in corporate culture
Magni voted as follows:
- For and against proforma proposals.
–For and against directors – The disclosures meet the criteria in Magni’s policy on election of directors. That said, Icahn has two representatives on the board. We voted against one of the two nominees. We voted against Brett Icahn as he has narrower business experience.
-For auditors – The company meets the criteria in Magni’s policy on auditor ratification.
-Against advisory vote – The disclosures in the proxy did not meet the criteria in Magni’s policy on the advisory vote.
- 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, we voted against this proposal for the same two reasons as last year. 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.
-Report on racism in corporate culture – Diversity, equity, and inclusion are major issues. That said, the proposal is generic and devoid of any information specific to the company. Since the company does not have controversies related to race and is well governed, we do not see a reason to vote for the proposal.