Proxy Blog

Mohawk

April 13, 2018

The annual proxy for this flooring manufacturer had the following proposals: 

  • Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 

Magni for and against proforma proposals: 

  • For and against directors – Voted for Balcaen and against Bruckmann. While both are independent, Bruckmann has been on the board a long time and board needs some changes. Mohawk still has a class structure to the board (hence the reason why only two are standing for election). Further, some of the board members in other classes are legacies of acquisitions and there is a shortage of independent directors with public company CEO and/or CFO experience. 
  • For auditors – There appear to be no controversies with the financial statements of the company. 
  • For say-on-pay” Advisory Vote – The proxy materials demonstrated that the board has more than considered shareholder feedback on executive compensation. In addition, the proxy materials disclosed the benchmarking done on executive compensation, including listing the peer group used in the benchmarking.