Proxy Blog


April 19, 2018

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 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. 
  • For executive compensation plan – The plan for the majority of executives appears similar to other companies. 
  • Against say-on-pay” Advisory Vote – The peer group used for comparisons is narrow and may well be incomplete, thus creating the opportunity to cherry-pick data for CEO compensation benchmarking. The proxy materials effectively state that the only reason the company is holding the advisory vote is based on regulatory requirements. The reluctant and perfunctory nature of the vote is inconsistent with good shareholder relationships.