The annual proxy for the document retention company only had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni voted for and against 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 documented a reactive shareholder engagement process (e.g., if a shareholder contacts the board, the board will respond). That is entirely inadequate. The peer group was listed with some high-level criteria, thus allowing room for gerrymandering.