The annual proxy for this financial services company had the following proposals:
- Proforma votes on directors, appointment of auditors, and compensation
- Board proposals on equity incentive compensation plan and special meeting rights
- Shareholder proposals on written consent and amended compensation principles
Magni voted as follows:
- For and against proforma proposals.
–For directors – The disclosures in the proxy 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 compensation- The disclosures in the proxy did not meet the criteria in Magni’s policy on the advisory vote.
- For board proposals.
–Equity incentive compensation plan – Per Magni policy, Magni votes in favor of many of these proposals.
-Special meeting rights – The proposal is about the ability of shareholders to call meetings, and the proposal meets the criteria in Magni’s policy on lowering threshold for special meetings
- For and against shareholder proposals.
–Against written consent – Per the Magni position paper, Magni routinely votes against these proposals.
-For amended compensation principles – the shareholder proposal is generic and focuses on the ratio of CEO pay to other employees. The merits of the proposal do not warrant a vote in favor; however, the weaknesses in the executive compensation process need to be addressed (per Magni’s vote on the “say-on-pay” proposal). Voting in favor of this proposal hopefully will be a wakeup call to the company.