Proxy Blog

Johnson Controls International plc

January 27, 2020

This manufacturing conglomerate’s annual proxy had the following proposals: 

  1. Proforma votes on directors and appointment of auditors 
  2. Proforma European votes on annual confirmation of authorities 

Magni voted as follows: 

  1. 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 disclosed an adequate shareholder engagement program, including activity level and scope of discussions. The peer group was listed, along with the criteria. No benchmarking of the company against the peer group was provided. It is not clear where the company ranks against the peer group on the criteria used to establish the peer group. 
  2. For European proforma proposals. Under US laws and regulations, these matters are handled by the board, thus the topics do not warrant votes by shareholders of US companiesMagni usually votes in support of these topics, unless some controversy or issue has arisen that requires additional investigation or justifies a vote against.