The annual proxy for this manufacturer of connectivity and sensor products had the following proposals:
- Proforma votes on directors, appointment of auditors, and executive compensation
- Board proposal to cancel share purchase program
- Proforma Swiss votes
Magni voted as follows:
- 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.
-For auditors – There appear to be no controversies with the financial statements of the company.
-Against “say-on-pay” – The proxy materials did not disclose a shareholder engagement program or any related activities. The peer group was listed, though without any meaningful criteria. There was no comparison of the company to the peer group. Collectively the absence of shareholder engagement and incomplete disclosures on the peer group keep a very important process opaque. Opaqueness is inconsistent with good governance.
- For board proposal on canceling the share repurchase program. The board seeks to conserve cash. Barring some specific reason to overrule a board, Magni sides with management on these sorts of issues.
- For and against Swiss proforma proposals. Under US laws and regulations, these matters are handled by the board, thus the topics do not warrant votes by shareholders of US companies. Magni usually votes in support of these topics, unless some controversy or issue has arisen that requires additional investigation or justifies a vote against. In this case, inadequacies of the compensation disclosures are a big issue. Magni voted against all compensation-related proposals.