The annual proxy had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
- Board proposals related to authorizing and reserving shares for compensation programs
Magni voted for all proposals on the proxy.
- 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. The compensation levels are set using a benchmarking process.
- Auditors. There appear to be no controversies with the financial statements of the company.
- “Say-on-pay” Advisory Vote. The proxy materials demonstrated that the board has more than considered shareholder feedback on executive compensation. In addition, the proxy materials disclosed the benchmarking done on executive compensation, including listing the peer group used in the benchmarking.
- Authorize and Reserve Shares. The compensation programs have been previously approved, and the programs include equity as part of compensation in order to align executive interests with the shareholders. The board needs adequate shares to implement the approved programs.