The annual proxy for this bank holding company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni for 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.
- Auditors – There appear to be no controversies with the financial statements of the company.
- “Say-on-pay” Advisory Vote – A shareholder engagement program is disclosed, and compensation is a discussion topic, though the level of activity is not disclosed. The peer group was listed with clear, yet high-level criteria. The benchmarking of the company against the peer group was very good and justified Magni voting for this proposal.