Proxy Blog

Merck & Co., Inc.

May 9, 2020

The annual proxy for this pharmaceutical company had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Shareholder proposals on written consent and allocation of corporate tax savings 

Magni voted as follows: 

  1. For proforma proposals.
    Directors – The disclosures in the proxy meet the criteria in Magni’s policy on election of directors
    -Auditors – There appear to be no controversies with the financial statements of the company.
    -“Say-on-pay”  The proxy disclosure contained information on both the shareholder engagement program and the peer group. 
  2. Against shareholder proposals.
    Written consent – Per the Magni position paper, Magni routinely votes against these proposals.
    -Allocation of corporate tax savings – Companies in portfolios of Magni clients tend to be well governed, hence Magni delegates the oversight of financial decisions to the board, unless there is a specific reason to engage with the company. The shareholder proposal did not identify problems with the company’s prior financial decisions. As a result, Magni does not see a need to engage and votes against the proposal.