Proxy Blog

Zoetis Inc.

May 7, 2020

The annual proxy for this producer of medicine and vaccinations for pets and livestock had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Board proposal on frequency of advisory vote 

Magni voted as follows: 

  1. For proforma proposals.
    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. 
    -Auditors – There appear to be no controversies with the financial statements of the company.
    -“Say-on-pay” – This year, the disclosure in the proxy materials was strengthened through the addition of some benchmarking data showing the company relative to the peer group and an overview of the shareholder engagement program. These improvements are enough to convince Magni to vote for the proposal, though additional improvement is required, especially with regard to more transparency regarding shareholder engagement activities. 
  2. For annual votes on the board proposal regarding frequency of “say on pay” votes – Annual feedback from shareholders is good.