Proxy Blog

NetApp, Inc. 

August 21, 2019

The annual proxy for this cloud data services and data management company had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Board proposals on amending the stock plan and the employee purchase plan 

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 where the equity has restrictions to align director incentives with long-term value creation. The compensation levels are set using a benchmarking process.
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against “say-on-pay”  The peer group was listed, however the disclosures regarding the criteria were superficial. There was no comparison of the company to the peer group. The disclosure on the peer group indicated that subsets of the group were used, however the specifics of the subsets and the associated rationale were not disclosed. Collectively the peer group disclosures did not provide transparency into the governance of executive compensation. 
  2. Magni voted for board proposals. The proposed changes were relatively minor (e.g., increasing authorized shares). Equity ownership by management and employees is part of good governance.