Proxy Blog


May 3, 2019

The annual proxy for this diversified energy company 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  All but two of the directors were consistent with Magni Corporate Governance best practices. Two directors are from Welsh Carson. Only one person from this company should be on the board. Voted against Bruce Anderson as his experience seemed less applicable than the other proposed director from Welsh Carson. 
  • For auditors – There appear to be no controversies with the financial statements of the company. 
  • Against say-on-pay”  The proxy materials provided an overview of the shareholder engagement activities, including the inclusion of compensation in the discussion, and the peer group was listed. Conceptually, the changes in the peer group made sense, however the process for adding and removing companies was not described clearly. The process for creating a peer group should be objective and clear so that shareholders have confidence that the group is not gerrymandered to support higher compensation.