The annual proxy for this business and financial software company had the following proposals:
- Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposal on mandatory arbitration
Magni voted as follows:
- For and against the proforma proposals.
-For 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.
-For auditors – There appear to be no controversies with the financial statements of the company.
-Against “say-on-pay” – The proxy materials do not disclose the performance of the company relative to the peer group on the criteria used to construct the peer group.
- Against shareholder proposal on mandatory arbitration. The supporting statement for the shareholder proposal contained generic information about arbitration requirements in other countries and the theoretical benefits of mandatory arbitration. The shareholder did not identify a single incident by the company where arbitration would have produced a better result. Without identification of specific deficiencies by the company, Magni will let management decide how to handle customer disputes.