Liontrust Responsible Capitalism Report 2024 - Flipbook - Page 118
CASHFLOW SOLUTION
Company
JD Sports Fashion Plc
Meeting Type
Special
Date of vote
09/10/2023
Why vote is considered
significant
Vote at a special meeting regarding
a merger or acquisition
Proposal summary
Approve Acquisition by JD
Sports Fashion plc of shares in
Iberian Sports Retail Group, S.L.
from Balaiko Firaja Invest, S.L.
and Sonae Holdings, S.A.
Vote instruction:
FOR
ISS/Custom Policy
Recommendation
FOR
Voting rationale: The Cashflow Solution team supported the
acquisition of shares in Iberian Sports Retail Group by JD Sports
because the company provided a compelling rationale in support
of the transaction. The benefit of having strong complementary
concepts supports the ‘JD first’ global growth strategy as stated in
the meeting circular: “ISRG is a highly successful business and a
leader in sports goods retail in Iberia. By bringing the ISRG sports
good retail concepts and the JD businesses closer together, there is
significant potential for accelerating growth.” There were no known
material concerns with the proposed transaction.
GLOBAL INNOVATION
Company
Salesforce, Inc.
Meeting Type
Annual
Date of vote
08/06/2023
Why vote is considered
significant
Vote against a shareholder
proposal
Proposal summary
Require Independent Board
Chair
Vote instruction:
AGAINST
ISS/Custom Policy
Recommendation
AGAINST
118 - Responsible Capitalism Report 2023
Voting rationale: Liontrust’s Global Innovation team took into
account the findings of proxy advisor, ISS, which recognised recent
positive structural changes including the reduction of the complexity
of its leadership structure, requiring that the lead independent
director be elected only by and from independent directors, and
adding robustness to the lead independent director role. While
ISS noted some compensation concerns, as well as the company’s
underperformance versus its peers over the short-term, they did not
find any concerns regarding board or committee independence,
or the company’s governance practices. As a result, a vote
against this shareholder-filed proposal was cast, in line with the
recommendations of management.