The annual proxy for this energy company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni for all proforma proposals:
- 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.
- Auditors – There appear to be no controversies with the financial statements of the company.
- “Say-on-pay” Advisory Vote – The proxy materials state that the board does shareholder engagement, though the topic of compensation is not listed as on the agenda in those discussions. The proxy materials also disclose the peer group along with the criteria for construction of the peer group. Magni voted for the proposal, though the company should expand the scope of shareholder engagement to include executive compensation.