The annual proxy for this home improvement and appliance retailer had the following proposals:
- Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni voted for 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.
- Auditors – There appear to be no controversies with the financial statements of the company.
- “Say-on-pay” – The proxy materials documented shareholder engagement efforts, which included executive compensation as a topic. The peer list was published along with high-level, yet clear criteria. The language surrounding the criteria indicates that the company did not eliminate any company meeting the criteria. The company is also compared to the peer group on key financial metrics. The peer group is sufficiently objective and representative to be consistent with good governance.