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Proxy Report - 24/04/2018

Update on the merger with Luxottica:
In January 2017, Luxottica signed a merger agreement with the Essilor. The agreement consisted of two main transactions: (i) Delfin's stake (largest shareholder, controlled by Leonardo Del Vecchio) in Luxottica (61.6%) will be transferred to Essilor in exchange for Essilor shares at an exchange ratio of 0.461 Essilor share for 1 Luxottica share; (ii) a subsequent mandatory exchange offer to be launched by Essilor on the remaining Luxottica's outstanding shares. Following the transaction, Delfin will be the largest shareholder of EssilorLuxottica, with at least 31% of the share capital. Each EssilorLuxottica share will cast one vote (there will no longer be double voting rights), but voting rights of any shareholder will be capped at 31%.
As of the time of writing, the transaction has yet to be completed.

Resolutions 12 and 13: ex-post binding “Say-on-Pay” vote

While the transparency of the company is in line with the best practices of the CAC 40, Proxinvest cannot support compensation awarded to the CEO and Deputy CEO for several reasons. First of all, quantum is not acceptable as it exceeds our socially acceptable maximum. Moreover, the post-employment commitments, which in themselves do not conform to our guidelines, would inflate an already very generous remuneration. Lastly, it is not acceptable for Essilor to have retroactively modified the performance conditions of the performance share plan, especially since the new condition (completion of the merger with Luxottica), unlike the initial condition, does not make it possible to measure long term performance.

Resolution 14: ex-ante vote on the Remuneration Policy
Although the base salary and bonus targets planned for 2018 conform to our guidelines, we are concerned by the lack of transparency regarding fixed pay after the completion of the Luxottica merger. Moreover, the maximum potential bonus and the Top Hat benefits were deemed excessive.


Essilor International (Compagnie Generale d'Optique) designs, manufactures and sells ophthalmic lenses, ophthalmic optical instruments and equipment. Co.'s activities are divided into three segments: Lenses and Optical Instruments (Co. designs, manufactures and customizes corrective lenses such as: Varilux (progressive lenses); anti-reflective, smudge-proof and anti-static lenses (Crizal); Nikon lenses, Transitions variable-tint lenses and Kodak lenses under agreements; polarized lenses (Xperio) and fog-proof lenses (Optifog)), Equipment (Co. produces, distributes and sells equipment and consumables used by prescription laboratories) and Readers (Co. designs and sells reading glasses).


Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

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As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

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