The annual proxy for this research systems and services 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
- Auditors – There appear to be no controversies with the financial statements of the company.
- “Say-on-pay”– The proxy materials documented shareholder engagement activities, including discussions about compensation. The peer group was listed. The criteria for the changes to the peer group were clear, though there is some room for gerrymandering. The inclusion of the company’s position when compared to the peer group was sufficient to cause Magni to vote for the proposal.