Proxy Blog

Newell Brands Inc.

May 6, 2019

The annual proxy for this marketer of consumer and commercial products had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Board proposal on written consent 
  3. Shareholder proposals on proxy access and diversity reporting 

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. 
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against Say-on-pay” – Though the peer group was listed, the proxy materials described the creation of a “custom” list for comparison purposes. The criteria for the “custom” peer group was high level and provided significant room for gerrymandering. 
  2. Against board proposal. Per the Magni position paper, Magni routinely votes against written consent proposals. 
  3. For and against shareholder proposals.
    -Against modifying proxy access – The existing practices are comparable to other companies with good governance. The shareholder proposal effectively provided for a director to stand election repeatedly over many years, despite being nominated from shareholders representing a small minority of shares and the candidate receiving a few votes in each election.
    -For diversity reporting – The decision to vote for or against these sorts of proposals is heavily determined by the demonstrated behavior of the company. If the company already does a good job on the topic, and particularly if the company has received awards for its progress on the topic, Magni tends to vote against the proposal. If, on the other hand, the company lags behind other companies, then Magni tends to vote for the proposal. This company appears to have material improvement opportunities. As such, Magni voted in favor of the proposal.