The annual proxy for this electrical power company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Shareholder proposal on requiring shareholder approval on changes
Magni voted as follows:
- For and against proforma proposals.
–For directors – The disclosures meet the criteria in Magni’s policy on election of directors.
-For auditors – The company meets the criteria in Magni’s policy on auditor ratification.
-Against advisory vote – The disclosures in the proxy did not meet the criteria in Magni’s policy on the advisory vote.
- For shareholder proposal on requiring shareholder approval on changes. This proposal is unique. That said, it is the same proposal as last year. The logic used to justify a vote for the proposal still applies. Last year we wrote:
The shareholder statement in support of the proposal was not compelling, though the proposal did specify that non-binding votes were sufficient. The board recommendation against the proposal did make some good points about existing shareholder rights and the need to give the board latitude to act quickly. That said, the board response highlighted the existing shareholder engagement program as one of the reasons that the proposal was not needed. As documented above, the disclosures related to the shareholder engagement program are incomplete. Further, the response did not address the proposal being about non-binding votes. When looking at the whole of the board response, the response does not address the proposal. As such, we voted in favor of the proposal.