Proxy Blog

United Technologies Corporation

April 2, 2020

 The annual proxy for this conglomerate had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, executive compensation 
  2. Shareholder proposals on simple majority voting and community impact report 

Magni voted as follows: 

  1. 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 – Both shareholder engagement and peer group disclosures were adequate. 
  2. For shareholder proposals
    -Simple majority voting – The board has had similar proposals in the past. Many supermajority requirements are a legacy of the 1980s.
    -Community impact report– This vote was tough. On the one hand, the company has done a good job compared to other companies when a plant is shut down or workers are laid off. On the other, such actions can be devastating to communities. The company’s response to the proposal did not disclose what assessments are done as part of making such decisions. If the company had acknowledged the impact or stated how it handles the impact, Magni would have voted against the proposal.