Magni’s Position on European Proforma Proxy Proposals

Magni votes company proxies on behalf of clients and is guided in its votes by applying corporate governance best practices as described in Magni’s Sustainable Value Creation principles.

When Magni is voting a proxy, it means that one or more Magni clients have the associated security in an account. These accounts use a Magni Corporate Governance strategy so that the resulting portfolio contains the best governed companies, according to Magni research. Hence, the companies are already well run, and Magni is inclined to vote for proforma proposals. Each Magni vote on a company proxy is documented in a post published on Magni’s proxy blog.

No company is perfect, and all companies have opportunities for improvement. If the improvement areas overlap with a proposal, then Magni may vote against the board recommendation.

Company proxies for securities listed on U.S. exchanges, where the company headquarters is outside the borders of the United States, often have European proforma proposals. The specific proposals vary based on the country where the company is headquartered. In most cases, these European proforma proposals cover topics not requiring shareholder votes when the company is headquartered in the United States.

Unless there is a material controversy related to one or more of the proposals, Magni defers to the board and votes for the proposals. If Magni votes against any of the proposals, the decisions along with the explanations are documented in the blog post.