Proxy Blog


December 12, 2018

The annual proxy for this business and financial software company had the
following proposals:

  • Proforma votes on directors, appointment of auditors, and “say-on-pay”
    advisory vote

Magni 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” Advisory Vote – The proxy materials demonstrated that the
    board has more than considered shareholder feedback on executive
    compensation. In addition, the proxy materials disclosed the benchmarking
    done on executive compensation, including listing the peer group used in the