The annual proxy for this communications company had the following proposals:
- Proforma votes on directors, the appointment of auditors, and executive compensation
- Shareholder proposals on written consent, amending clawback policy, and shareholder ratification of annual equity awards
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.
- Against shareholder proposals.
–Written consent – Per the Magni position paper, Magni routinely votes against these proposals.
-Amending clawback policy – This proposal was a tough call. The shareholder making the proposal has good points about the term “willful misconduct” being too narrow. That said, the proposed language is “conduct”, which is too expansive. Something in between makes sense. The current compensation disclosures are not adequate (see above). Should the company improve its compensation disclosures, we will continue to vote against most compensation-related shareholder proposals.
-Shareholder ratification of annual equity awards – This proposal was easier. The proposal inserts the shareholders into the operations of the company. As long as the company avoids major controversies related to compensation, we will vote against this sort of proposal.