Proxy Blog

Kimberley-Clark Corporation

March 24, 2020

The annual proxy for this personal care corporation had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, executive compensation 
  2. Shareholder proposal on written consent 

Magni voted as follows: 

  1. For and against proforma proposals.
    -For and against 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. That said, the slate of director candidates includes a second person tied to Belo Corporation. There is no explanation why two people from Belo Corporation should be on the board. The company sees value in Dunia Shive (former President and CEO of Belo) joining the board. As such, Robert Decherd (Chairman, President and CEO of Belo Corporation, should leave the board. Magni voted against Mr. Decherd. 
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against “say-on-pay” advisory vote – The shareholder engagement program was listed as a governance item, though there is no explanation of the program. The peer group was listed with superficial criteria and no benchmarking of the company against the peer group. 
  2. Against shareholder proposal. Per the Magni position paper, Magni routinely votes against written consent proposals.