The annual proxy for this software company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposal on employee representation on the board
Magni voted as follows:
- For the proforma proposals.
–Directors – The disclosures in the proxy meet the criteria in Magni’s policy on election of directors.
-Auditors – The company meets the criteria in Magni’s policy on auditor ratification.
-“Say-on-pay” – The disclosures in the proxy meet the criteria in Magni’s policy on the advisory vote.
- Against the shareholder proposals – Generally, a company should have the latitude to suggest director candidates that best meet its interests. The shareholders then get the opportunity to approve (or reject) those candidates. The company receives a relatively high governance score, including in its employee relationships. At this point, Magni does not see the need to require employee representation on the board.