Agilent Technologies 2022 annual meeting is March 16, 2022, at 8:00 am Pacific. It is a virtual-only meeting on the Computershare platform. Of course, I recommend voting in advance, especially since they made it very difficult to vote at the meeting or even to enter the meeting. To enhance corporate governance and long-term value, vote Against the directors, pay and auditors. Vote FOR the proposal to allow shareholders to call special meetings. Vote by March 15th.
Agilent Technologies, Inc. provides application-focused solutions to the life sciences, diagnostics, and applied chemical markets worldwide. Below, is how I voted and why in a much shorter format than I’ve used in prior years since I am pressed for time.
I voted with the Board’s recommendations 0% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).
Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.
Agilent Technologies 2022: ISS Rating
From the Yahoo Finance profile page: Agilent Technologies, Inc.’s ISS Governance QualityScore as of February 1, 2022 is 8. The pillar scores are Audit: 10; Board: 8; Shareholder Rights: 8; Compensation: 2.
Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Agilent Technologies 2022: CorpGov Recommendations
| Item | Egan-Jones Recommendation | CorpGov.net Recommendation |
|---|---|---|
| 1.1-1.3 – Election of Directors | FOR ALL | Against All |
| 2 – Advisory Vote to Approve Executive Compensation | FOR | Against |
| 3 – Ratification of the Appointment of Independent Auditors | AGAINST | Against |
| 4 – Shareholder Proposal: Calling of Special Meetings | FOR | AGAINST |
Agilent Technologies 2022: Proxy Voting Notes
CEO pay is $16M. That is just too high for me. The CEO to worker pay ratio was 193:1. I voted against Executive Compensation and members of the Compensation Committee (Bishop & Brawley). In their analysis, Trillium noted lack of diversity on the board, so I also voted against Dolsten, a member of the Nominating Committee. The company CEO-worker pay was 1,447 to 1. PricewaterhouseCoopers LLP has served as the auditor for 23 years. At some point, auditors can lose their independence if they stay too long.
With regard to proposal #4, asking for shareholders to have the right to call special meetings – Egan-Jones notes: We believe that this proposal is consistent with best corporate governance practices and in the best interests of the shareholders to permit holders of 10% or more of the Company’s outstanding shares of common stock to call special meetings of shareholders.
The proposal was written by me; submitted by Myra Young, so of course, I voted in favor, as will most shareholders. This is simply good governance. Currently, 68% of S&P 500 companies allow shareholders to call a special meeting. Well over half of S&P 1500 companies also allow shareholders this right.
Other Recommendations
Proxy Insight had reported the votes of Calvert when I last checked.
In looking up a few funds in our Shareowner Action Handbook that announce in advance, I see several funds have reported their votes.
Agilent Technologies 2022: Issues for Future Proposals
Looking at insightia for anti-shareholder provisions:
- No requirement to separate CEO and Chair
- Classified board
- Shareholders cannot take action by written consent
- Supermajority requirements
Agilent Technologies 2022: Mark Your Calendar
In order for a stockholder proposal to be considered for inclusion in our proxy statement for next year’s annual meeting, the written proposal must be received by us no later than October 8, 2022 and should contain such information as is required under our Bylaws. Such proposals will need to comply with the SEC’s regulations regarding the inclusion of stockholder proposals in our proxy materials. In order for a stockholder proposal to be raised from the floor during next year’s annual meeting, written notice must be received by us no later than October 8, 2022 and should contain such information as required under our Bylaws.
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Warnings
Be sure to vote for each item on the proxy. Any items left blank get automatically voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime). I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.
Few firms admit to having average executives. They generally set compensation at above average for their “peer group.” Peer groups are often chosen by aspiration. The “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average.” However, corporations live in the real world. All CEOs are above average. Ignoring that fact partly explains why their collective pay spiraling out of control. We need to slow the pace of money going to the 1% or our economy will fail to serve the majority. The rationale for peer group benchmarking is a mythological market for CEOs. For more on the subject, see CEO Pay Machine Destroying America.
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