Proxy Blog

Procter & Gamble 

September 12, 2019

The annual proxy for this consumer goods manufacturer had the following proposals: 

  1. Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Board proposals on long-term incentive plan and permitting board amendments 

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 proxy materials disclosed shareholder engagement as a priority with summary information about the company program, yet the disclosures did not identify the level of activity or the topics discussed. The peer group was listed, along with some high-level criteria. The minimal comparison of the company to the peer group was not informative. Collectively the incomplete disclosures on shareholder feedback and on the peer group keep a very important process opaque. Opaqueness is inconsistent with good governance. 
  2. For board proposal. Long-term incentive plans are good tool for aligning management of a company with shareholder interests. The amendments to the existing plan are relatively minor and the changes are consistent with good governance.