As The Gap’s (GPS) shareholders reflect on how to cast their votes between now and the May 15 annual meeting, they’ve got a doozy of a proposal to sort out that one of our eagle-eyed researchers, B.B. Murti, spotted in the company’s April 3 proxy. It’s Proposal No. 4, submitted by Stephen M. Jaeger and Yasodha Natkunam, who own 125 shares of stock through their family trust.

Jaeger and Natkunam think that the Gap should not engage in trade with Sri Lanka until it ceases violating human rights. The country, called Ceylon until 1972 and now officially known as the Democratic Socialist Republic of Sri Lanka, is a tiny teardrop-shaped island in the Indian Ocean, slightly bigger than the state of West Virginia, close to the southeast corner of India.

The human rights violations Jaeger and Natkunam refer to are real and brutal, stemming from the war that lasted almost three decades between the government and the separatist group known as the Liberation Tigers of Tamil Eelam (LTTE or the “Tamil Tigers”). Jaeger and Natkunam focus on the crimes committed by the Sri Lankan government; however, this March, 2011 report published by the United Nations (an executive summary is available here, if you prefer) makes it clear that both sides are guilty of unspeakably horrific conduct.

The proponents argue that The Gap should heed the recommendation of the U. S. Senate’s Appropriations Committee, which they say “has proposed that international institutions vote against any loan, agreement or other financial support (except humanitarian aid) for Sri Lanka unless it complies with standards set by international law.” One of The Gap’s major suppliers, Brandix, is located there and may soon expand its operations. (According to the 2011 proxy, unnamed shareholders submitted a similar proposal last year, although they missed the filing deadline and the resolution was not voted on.)

Jaeger and Natkunam submitted the resolution because:

“We are concerned that a reputable company such as Gap Inc, which is one of the largest garment manufacturers in Sri Lanka, will appear to endorse the crimes perpetrated by the Government of Sri Lanka, if it continues its trade with that country. We believe that this claim is not merely theoretical since Gap Inc is providing Sri Lanka with the foreign exchange that keeps its massive military viable.”

Needless to say, The Gap’s board doesn’t see things the same way as Jaeger and Natkunam do. The board says that it shares the proponents’ concern for “the protection of human rights and is committed to advancing the rights of garment workers around the world.” Nevertheless, it urges shareholders to vote against the resolution.

The Gap’s directors acknowledge that the allegations of abuse committed by the Sri Lankan government are serious, but it adds that “apparel production in the country benefits its citizens.” Apparel production provides employment and helps to improve the stability and economy in Sri Lanka, the company says, and it “only contract[s] with factories that employ workers regardless of ethnic background”, working to ensure that all workers aren’t discriminated against and have fair working conditions. The proxy adds that The Gap requires contracted garment factories to abide by its “Code of Vendor Conduct” and in 2010 created a “Human Rights Policy.”

The Gap has supported a number of social programs in Sri Lanka; but since 2009 its focus has been to provide “life skills and enhanced technical skills education to [about 550] female garment workers to help them advance in the workplace and in their personal lives.” The program, known as Personal Advancement and Career Enhancement, or “P.A.C.E.”, received recognition by former president Bill Clinton as an effective way to equip poor women with the skills they need to improve their lives and those of their families. The proxy adds that The Gap plans to expand the program to other facilities in Sri Lanka later this year.

There’s no easy answer to this resolution as we see it. If the U.N.’s report is accurate, the Sri Lankan government is still unwilling to account for its past behavior, which included shelling hospitals, murder, torture, causing critics to “disappear,” depriving people of humanitarian aid, and much, much more. On the other hand, punishing the government has huge repercussions on the people, too. There is evidence from many sources that when women have access to education and employment opportunities, the standard of living improves not just for themselves and their families, but also for their communities and nations.

It may be one short line on the proxy card, but this resolution could have a big impact, regardless of which side wins.

Image source: Made in Sri Lanka original stamp, via Shutterstock

Deepak Chopra is probably best known for his emphasis on mind and spirit in health — whether he’s a wise influence in holistic medicine or a fuzzy-thinking New Age marketer is a matter of interpretation, but there’s no doubt that he’s created a sprawling empire through his books, speeches and the like.

As far as we can tell, that empire doesn’t extend to airport X-ray machines or medical devices, though for a moment we were confused when reading the 8-K that OSI Systems (OSIS) put out on Friday. That’s because OSI Systems, which does make those gizmos, is run by a man who shares the good doctor’s name: Deepak Chopra, chairman and chief executive.

The two men share more in common than their names, however: Like the inspirational physician, Chopra the CEO stands to make a lot of money before he retires. In the CEO’s case, it’s a minimum of $12.5 million if he hangs in for eight years or so.

Poring over as many proxies as we have been lately, we often come across familiar patterns, really language, that reminds us of something that we’ve read before. Part of that is undoubtedly due to the fact that the same handful of law firms, accounting firms and compensation consultants write most of what passes as proxy disclosure these days. But part of that is probably also due to an interest in replicating something that works.

We thought about that when we came across the proxy that DuPont Fabros (DFT) filed last Thursday afternoon, once the market was closed for the holiday weekend. That’s because CEO Hossein Fatah apparently decided over the last year to lower his salary to a mere $1, a technique that’s far more popular in Silicon Valley, than in New York City, where DuPont Fabros is based. As this Wired story points out, the list of Valley execs who agreed to just a buck impressively included the late Steve Jobs, as well as Jerry Yang, Meg Whitman, Sergey Brin, and most recently, Mark Zuckerberg.

But as it turns out, cutting Fatah’s salary to a buck actually represents a pretty nice increase in the CEO’s pay. That’s because as footnote #3 helpfully notes, “Pursuant to Mr. Fateh’s employment agreement, his annual base salary is $1.00, and he is provided with an annual aircraft allowance toward the use of a company-chartered aircraft for his personal travel.”

Over the years, we’ve taken lots of companies (and their top executives) to task for things like over-use of the corporate jet, high-priced security services and even a taste for expensive maps. So if you saw one of us, for example, at a small executive airport about to board a Gulfstream V, it might make you wonder if we really mean what we say.

We thought about this yesterday as we read the proxy statement filed by our parent company, Morningstar (MORN). That’s because for the first time since the company went public in 2005, a shareholder has filed a resolution challenging the fact that the company’s founder, chairman and primary stockholder, Joe Mansueto, is also its CEO.

As shareholder resolutions go, this one is pretty routine. Here’s a snip:

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There are big raises, and then there are big raises. Jonah Shacknai, chairman and chief executive of Medicis Pharmaceutical (MRX) got one of the latter kinds in 2011 — but it isn’t quite what it seems, which may be unsurprising given the company’s colorful approach to pay.

We last footnoted Medicis in August, you may recall, to write about its extreme approach to flextime, not long after two unusual deaths at Shacknai’s California mansion. (That story continues to play out, with updates as recently as this week.)

According to the proxy Medicis filed on Wednesday, Shacknai’s total compensation, as calculated under SEC rules, shot up to $19.6 million, from $6.3 million in 2010 and $6.2 million in 2009. That’s eye-opening enough: It means he earned in one year very nearly the combined amount paid to the company’s next three highest-paid executives (and none of them are exactly cheap either).