Proxy Blog

Kimberley-Clark Corporation 

March 31, 2021

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

  1. Proforma votes on directors, appointment of auditors, and compensation 
  2. Board proposals on equity plan, director compensation, and threshold for special meetings 
  3. Shareholder proposal on written consent 

Magni voted as follows: 

  1. For and against proforma proposals.
    For and against directors – The disclosures meet the criteria in Magni’s policy on election of directors with one exception. 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 saw value in Dunia Shive (former President and CEO of Belo) joining the board last year. As such, Robert Decherd (Chairman, President and CEO of Belo Corporation, should leave the board. We voted against Mr. Decherd last year and did so again this year.
    -For auditors – The company meets the criteria in Magni’s policy on auditor ratification.
    -Against advisory vote – The disclosures in the proxy did not meet the criteria in Magni’s policy on the advisory vote. 
  2. For board proposals.
    Equity plan – Per Magni policy, Magni votes in favor of many of these proposals.
    -Director compensation  The policy on election of directors includes an assessment of director compensation. 
    -Threshold for special meetings – The proposal meets the criteria in Magni’s policy on lowering threshold for special meetings 
  3. Against shareholder proposal on written consent – Per the Magni position paper, Magni routinely votes against written consent proposals.