Proxy Blog

Westinghouse Air Brake Technologies Corporation 

May 7, 2019

The annual proxy for this industrial company had the following proposals: 

  • Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 

Magni voted as follows: 

  • For and against the proforma proposals.
    -Against directors  The company uses staggered three-year terms on board directorships. Only two candidates are in the current slate. Both are former executives of the company; hence they are not independent. 
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against say-on-pay” – The proxy materials did not disclose any shareholder engagement efforts. The peer group was buried as text in a table and there was minimal explanation of the reasons for selecting the companies in the peer group. Good shareholder relationships come from engagement. Good governance comes from transparency. This company needs significant improvement in these areas.