Proxy Blog


July 8, 2019

The annual proxy had the following proposals: 

  • Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  • Board proposals related to reserving shares for compensation programs 

Magni voted as follows: 

  • For and against proforma proposals.
    -For 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.
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against “say-on-pay” – The peer group was listed, along with the high-level criteria and a comparison of the company to the peer group on relevant metrics. However, the proxy materials did not disclose any stockholder engagement activities.  
  • For board proposalsEquity incentive plans are a good tool for aligning management of a company with shareholder interests. Assuring enough shares for approved plans is consistent with good governance.