Proxy Blog

Medtronic PLC 

November 11, 2019

The annual proxy for this medical device company had the following proposals: 

  1. Proforma proposals on directors, appointment of auditors, and advisory vote on compensation 
  2. Proforma European-style proposals on share transaction 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, though the equity does not have restrictions to align director incentives with long-term value creation. The company has no ownership guidelines.
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against say-on-pay”  The proxy has a generic graphic with a high-level explanation of a pro forma shareholder engagement program, though the level of activity and the scope of the discussions are not disclosed. The peer group is listed with a lot of data, however, the data contained undefined acronyms and technical jargon thus making the disclosure cryptic as opposed to transparent. 
  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 companies. Magni usually votes in support of these topics, unless some controversy or issue has arisen that requires additional investigation or justifies a vote against.