PROXY COUNTDOWN
- Épisodes
- 84
- Parution
- toutes les deux semaines
- Dernier épisode
- 12 Nov 2026
À propos du podcast
In the style of ESPN, The Proxy Countdown is an American pre-game show broadcast by Free Float as part of the company's coverage of the the executives and directors who control the corporate world. The show spotlights important CEO transitions, features contentious boardroom battles, and highlights shareholder votes at the alternative democracy of annual corporate shareholder meetings. Because unlike athletes, investors can get in the game.
Épisodes 84
Finding the next Nvidia
This is Proxy Countdown. Welcome to the big show for the week of November 9, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: NVIDIA retires its leather jacket A Costco …
Notes de l’épisode
This is Proxy Countdown. Welcome to the big show for the week of November 9, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: NVIDIA retires its leather jacket A Costco director rides the blue wave John Chevedden keeps screaming into the void Ethan Allen shows how corporate governance actually works And on the Big Vote, Matt dissects the NVIDIA clownshow Trade Wire Top Stories: 100 Filings since October 21st The headlines Nvidia NVIDIA’s board has accepted the resignation of CEO/Chair/director Jen-Hsun Huang, effective immediately. Colette Kress, who has been CFO since 2013, has been named interim CEO while the Board conducts a search for a new CEO. She will pull triple duty: interim CEO, CFO, and face of the apology tour. The board also appointed Harvey Jones as the new Chair. Harvey is a member of the original brat pack, having served for three decades alongside Jensen, Tench Coxe, and Brooke Seawell. Why Harvey and not Lead Director Stephen Neal, who at least appears to be independent from Jensen and notably appears to have the perfect background to represent this mess, reading from the bio in NVIDIA’s proxy statement: “In addition to his extensive experience as a trial lawyer on a broad range of corporate issues, Mr. Neal has represented and advised numerous boards of directors, special committees of boards, and individual directors on corporate governance and other legal matters” In case you're curious, the word “succession” appears zero times in NVIDIA’s proxy statement. So maybe we need a sacrificial lamb of the board to “resign by choice” too. As a point of comparison, NVIDIA;’s main competitor, which coincidentally is led by another powerful CEO and Jensen’s cousin, Lisa Su, mentions “succession” 11 times: “As required by its charter, the Compensation Committee regularly reviews succession planning and talent development. The Compensation Committee at least annually reviews succession plans for the Chief Executive Officer ” as an example. A rarity at Liberty Media: the elimination of Super-Voting shares John Malone surrendered 2.3M high-vote Series B shares and saw his voting power shrink from 48% all the way down to 3%; Why? To prevent another egomaniacal controlling shareholder Also: The Adoption of a Poison Pill triggered if any party acquires 10% or more of voting power (15% for passive institutional investors); Chairman Robert Bennett’s Option Exchange valued at roughly $20M; Malone stepped down as Chairman Emeritus to serve as Senior Advisor; continuation of benefits for 5 years; Malone locked in a five-year "Protected Period" guaranteeing personal use of the corporate aircraft, dedicated secretarial/administrative staff, and health coverage. Under Section 5.1(A), if Malone becomes incapacitated, it cannot be deemed a termination of employment, and if he dies, the company is contractually obligated to continue providing these benefits to his widow and dependents for the remainder of the five years; Liberty Media agreed to pay up to $6,500,000 to cover the out-of-pocket legal, tax advisory, accounting, and consulting fees incurred by Malone and his family trusts in negotiating the exchange against the company COSTCO WHOLESALE Helena B. Foulkes resigned: elected governor of RI Stupid money… Clorox’s new CEO/director Fabian Garcia will receive $11M in equity as Linda Rendle steps down as CEO/Chair and as a member of the Board Evercore Inc. (EVR) 2 newly promoted co-Presidents, Nigel Dawn and Naveen Nataraj, each receive one-time $20M equity awards Align Technology The new CEO-elect and director Jennifer Davis, who is replacing Joseph Hogan will receive a golden hello award consisting of: one-time $16.5M equity award; $2M cash; $1M relocation (to San Jose despite the company HQ in Tempe, Arizona): Cincinnati: median sold price $300,000 Tempe median sold price $449,000 San Jose median $1.3 million; Former CEO Hogan will receive an annual consulting fee of $150,000, and will remain eligible to receive an annual cash bonus And then it gets tricky: Mr. Hogan is expected to remain on the Board until June 2027 as a non-executive, non-independent director The Board will nominate him for re-election at the Company’s annual stockholder meeting in 2027, conditioned upon his prior irrevocable resignation from the Board following the Board’s June 2027 strategy meeting HP INC (HPQ) Newly appointed CEO and director Emma Walmsley: golden hello: $2.5M relocation, $30M equity, $2.5M cash interim CEO Bruce Broussard becomes Chair Board to C-Suite The leadership boondoggle: T-Mobile US, Inc. former CEO G. Michael Sievert resigned But who cares, right? T-Mobile is controlled by Deutsche Telekom AG - 55% 5 directors are considered executives of the controlling shareholder, including chair Tim Höttges. Also, 4 directors are considered to be a Special Shareholder Representative. And you still have the CEO Srinivasan (Srini) Gopalan This is why Sievert leaves with 7th highest influence at 5% ATMOS ENERGY CORP (ATO) CEO J. Kevin Akers becomes Chair Mr. Kim R. Cocklin (17%) resigned; reached mandatory retirement age Last year Richard A. Sampson, Lead Director and Chair of the Human Resources Committee and Executive Committee, reached mandatory retirement age, and therefore is not standing for re-election. 75 Miracles do happen LD Nancy Quinn (17%) is 73 with 22 years tenure EQUITY LIFESTYLE PROPERTIES Marguerite Nader (22%) will cease to serve as Vice Chairman and CEO and segue to exec Vice Chair; COO Patrick Waite named CEO and director But leadership is still a mess:: Nader (22%) Scott Peppet (23%) is the son-in-law of the late real estate billionaire Sam Zell (the founder and long-time Chairman of Equity LifeStyle Properties, who passed away in May 2023). Peppet is married to Zell’s eldest daughter. Former CEO Thomas Heneghan (25%) LD Philip Callan (13%) with 21 years tenure Down to 2F Overall: 70 director changes: 32% incoming directors are women; 50% outgoing are women Net change +24 M; +6 W PROXY CAGE MATCH Albert White is stepping down as CEO/Chair of Cooper Companies. The company also promoted director Walter Rosebrough Jr. to Executive Chair and named him interim CEO while they figure out their mess. The changes come weeks after activist Jana Partners called for the company to immediately start an external search for a new CEO and appoint a new board chair. A CEO Search Committee comprised of Lawrence E. Kurzius, Cynthia L. Lucchese and Teresa S. Madden was formed At Ethan Allen Interiors’ 2026 annual meeting on November 4th, activist investor Douglas Bergeron (DGB Investments, 5% owner) won a majority of board seats, and then got rid of longtime CEO/Chair Farooq Kathwari from the board and then fired him altogether. Major proxy advisory firms—including Glass Lewis, Egan-Jones, and ISS—largely sided with Bergeron's call for boardroom change. Shareholders elected three of Bergeron's five nominees—Douglas Bergeron, Kristine Miller, and Stephen Oblak—giving the activist slate a 3–2 majority. Only two company-backed incumbents, Maria Eugenia Casar and Tara Stacom, retained their seats. Kathwari finished ninth out of ten candidates (with 13.26 million votes withheld versus 7.38 million in favor), losing both his board seat and his role as chairman. The board appointed former Neiman Marcus Group executive Stefanie Tsen Ward as Interim CEO while Bergeron took over as Executive Chairman, and Miller was named Lead Independent Director, and the board expanded from five to nine directors by adding Ward alongside Anna Brockway, Lindsay O'Reilly, and Adam Treanor. Whitbread shareholders have overwhelmingly rejected an attempt by activist investor Corvex to gain a seat on the board of the Premier Inn owner. Excluding the votes of Corvex, which owns a roughly 6.4 per cent stake in Whitbread, 91 per cent of shareholders voted against a resolution to appoint Corvex partner James Gemmel to the board Averting Proxy Wars: 10 Companies Opting for Activist Investor Settlements Activist investor Oasis Management, which owns 10% of company shares has reduced its dissident director slate from 4 to 2 at Vail Resorts upcoming election This happened after 18%-owner Baron Capital said it would back Vail’s entire current board. Oasis is sticking with former Walt Disney CEO Bob Chapek and Ashton Hudson, who has served on various boards, but dropped former Olympic ski champion Picabo Street and venture capitalist Bryce Robert, VOTE RESULTS TABLE Since October 21st 11 meetings at large market caps 3 total SHPs from 3 companies: Top story: John Chevedden CINTAS CORP: majority voting 43% yes Fox Corp: Simple Majority Vote 39% yes LAM RESEARCH: Right to Call for a Special Shareholder Meeting 42% yes Victories: Hate: Most: Other: Say on Pay All at least 91% support Directors All at least 93% average yes STANDEX INTERNATIONAL: classified; 15% no Charles Cannon Jr. Fox Corp: Lachlan K. Murdoch 15% no; Paul Ryan 22% no NEWS CORP: José María Aznar 18% no Lachlan 7% no Other stuff Upcoming Annual Shareholder Meetings November 17th The Campbell’s Company November 18th Oracle: Option grants: 250$M forCEO Clayton Magouryk $100M for the other CEO Michael Sicilia $50M for the other other CEO Larry Ellison In all the accounting reported vale for stock options granted to NEOs comes to about $1.1B Lumentum Holdings The Clorox Company THE BIG VOTE Nvidia’s board did nothing! And 32 year tenured Harvey Jones is now Chair! A recap: Nerd founder of company acts as CEO and Chair for 25 years and no one cares Company suddenly at middle of the meme, becomes biggest company on earth Nerd founder now cool Newly cool founder does bad things Board “investigates” Founder “resigns” before board does anything The Nvidia recipe: the board did not have to actually DO anything. There was no succession plan (the founder fetish), the board was stacked with buddies or weak directors (deference), the “core” team had been together decades (ubertenure) - all the elements of failure if ever a Chinese spy were to honeypot the CEO/Founder… How many of these are out there? Obviously not Nvidia’s size or prominence in the market or indexes, but are there others hiding? Other Nvidias Founder fetish Founder on the board, >15 year tenure Founder is CEO Totalitarian company Measuring deference 12 factors BENJAMINS? Does this board pay you the most of any board? Does this CEO pay you the most of any CEO? Do you have the most stock in this company of any board? CEO BRO? Are you similar demographically and experientially to the CEO? Do you and the CEO have overlapping networks? Do you in the CEO have interlocks on other boards? COOL KID TABLE? Are the other directors connected to super powerful people? Is this your “most prestigious” board? YOU OWE ME Did the CEO appoint you? Is the CEO also Chair? SIT STILL, BE QUIET Do you lack core knowledge of the industry and the CEO doesn’t? Are you the youngest or oldest by far? Ubertenure Defined as directors with >15 years tenure on the board Bonus points for directors with >15 year tenure entirely with a single CEO The Nvidias: Founder fetishists 918 US company founders on board, 435 have been there more than 15 years 364 of those are Totalitarian 181 of those founders are CEOs Biggest: Meta Nvidia Palantir Salesforce Tesla/SpaceX Airbnb Akamai Most likely to be targeted by a spy - was nerd, but is now cool: Akamai (cloud, security) - Frank Leighton, IPO 1999 Echostar (satellites, new partner/backdoor with Starlink) - Charles Ergen, IPO 2007, founded 1980 Super Micro Computer (servers, data center tec) - Charles Liang, IPO 2007, founded 1993 Deferential boards 1,100 highly deferential boards, including all of the above These are boards who are structurally deferential - the founder is hand choosing board members for the most part - but there are “Tesla cases” of boards who have made lots of money being on the board and being friends the founder for a long time The Robyn Denholm is a billionaire because of Musk Problem 81% of the directors of founder fetish companies have their highest paying board job under the founder, and 90% of their board level equity is tied to the founder For 79% of them, it’s their most prestigious job - they aren’t “professional directors”, they are generally one offs or small fish and the founder’s pond is the biggest pond 51% of them do not have core industry knowledge Worth saying: Entire Super Micro Computer board is Deferential - one of 37 founder fetish companies with 100% deferential boards, and the only one of the “spy risk” boards Ubertenure Out of 22,268 non executive, non family, non founder US directors, 2,082 have been on a board for more than 15 years - nearly 10%! 659 are large cap boards 42 are at the founder fetish boards Nvidia clocked in with FOUR directors that meet that criteria - only United Therapeutics had more, and it tied with Regeneron Of the potential “spy” companies - only Super Micro Computers had at least one WATCH LIST If Super Micro Computers takes off for some reason and becomes a mega cap company all of a sudden, the founder Charles Liang was born in Taiwan, he went to National Taipei University, he founded the company in 1993 with his wife (who works at the company), he’s a billionaire who’s been sitting on a stock no one cared about until 2021 when it exploded to 17bn market cap today from less than 300m in 2008 I haven’t mentioned SpaceX, but SpaceX fits every criteria as well, but Elon is boring and obviously a massive security risk And of course, this broke today: US Probing If Alice Huang Helped Smuggle Super Micro ProductsWSJ Leadership Institute Best Boards 2026 Roundtable
A very special roundtable with Kelly Tang and Rick Wartzman of Bendable Labs, Lila MacLellan from the Wall Street Journal Leadership Institute, and Dottie Schindlinger from Diligent to talk about the Wall …
Notes de l’épisode
A very special roundtable with Kelly Tang and Rick Wartzman of Bendable Labs, Lila MacLellan from the Wall Street Journal Leadership Institute, and Dottie Schindlinger from Diligent to talk about the Wall Street Journal Leadership Institute’s Best Boards of 2026 rankingEU ESG Ratings Regulations, plus Zuckerberg's new shares
This is Proxy Countdown. Welcome to the big show for the week of October 19, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Zuck does what’s best for Zuck, part 8,000 …
Notes de l’épisode
This is Proxy Countdown. Welcome to the big show for the week of October 19, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Zuck does what’s best for Zuck, part 8,000 The Copart CEO dresses like Elon Musk for Halloween A former Disney CEO is being paid to hang around and be ready to do something Some quirks at upcoming annual meetings And on the Big Vote, Matt talks EU regulations Trade Wire Top Stories: 36 Filings since October 13th The headlines Meta (Zuck) is creating a new share of stock (Class C for Clown) with zero voting power, meaning Mark Zuckerberg keeps total control of the company, etc. Non-Zuck Class A shareholders essentially get a 2-for-1 stock split. In a nutshell, Zuck can sell off or donate massive piles of stock to fund other projects without losing voting power. Meta (Zuck) is essentially letting Zuckerberg gradually cash out his new shares to cover a potential multi-billion-dollar California wealth tax, but only on the condition that he stays in California and continues running the company from headquarters for the next eight years. How did we get here? The decision was made by a Special Committee established in February 2026 consisting of Ambassador Robert M. Kimmitt, Charles Songhurst, and Tony Xu. “Special Committee Counsel summarized the findings of their independence analysis of the members of the Special Committee. Special Committee Counsel noted that Mr. Xu disclosed a personal friendship with Mr. Zuckerberg but that he affirmed that such relationship would have no impact on his ability to exercise his independent judgment in assessing a Potential Recapitalization.” Ambassador Kimmitt, Meta’s Lead Independent Director who chaired this Special Committee, is Senior International Counsel at WilmerHale. The filing reveals that Meta paid WilmerHale $62.3M in legal fees in 2025 alone (nearly 4% of the entire law firm’s annual revenue). It’s fine though because the Ambassador “is walled off from the firm’s representation of the Company.” Top 3 dumb things: The “I’m a Sad, Poor Billionaire” Defense: Since January 1, 2013, Mr. Zuckerberg has taken a salary of only $1 each year for his service as the Company’s chief executive officer and chairman of the Board. This is extraordinarily different from what his peer (and even non-peer) CEOs are paid. If the California wealth tax is enacted and Mr. Zuckerberg becomes liable for a tax payment, Mr. Zuckerberg would effectively be paying to serve as the Company’s chief executive officer while residing in California. “Independent” financial advisor Moelis & Company LLC’s conflict of interest is actually a good thing!: “In assessing Moelis' independence, the Special Committee noted that (i) a senior member of the proposed Moelis team, the name of whom was disclosed to the Special Committee, had acquired approximately 30,000 shares of Class A common stock of the Company, with such shares valued at $18,888,391 as of March 17, 2026 and that such interest was helpful in confirming that such senior member of the Moelis team was financially aligned with the Class A shareholders.” “The Special Committee Engaged in Robust Negotiations with Mr. Zuckerberg and Secured Meaningful New Commitments from Mr. Zuckerberg Regarding His Control and Leadership” “Mr. Zuckerberg would not consider changes to the terms of his voting shares, including the sunset provisions on the Class B common stock set forth in the Governance Proposal, and that Mr. Zuckerberg was considering establishing residence outside of California in light of the risk that California Proposition 40 could become law.” Stupid money… COPART: CEO A. Jayson Adair gets special equity award of 20M options worth up to about $788M: Tranche 1: $26.27 per share Tranche 2: $35.03 per share Tranche 3: $43.78 per share Tranche 4: $52.54 per share Trade Desk: options repricing A massive bailout for top executives—including CEO Jeff Green—who had their deeply underwater options slashed from as high as $75 down to $12.26 in exchange for just a six-month retention requirement. Final vote was 441M yes to 232M no Class A (1 vote per share) and and Class B (10 votes per share held almost entirely by founder/CEO Jeff Green) Heading into the October 19, 2026 Special Meeting, Green controlled roughly 42.1 million Class B shares, giving him 50.2% of the company's total voting power all by himself. Multiplied by 10, Green’s Class B shares alone represented approximately 421 million votes. Because Green was not required to recuse himself or abstain, he voted his super-voting shares "FOR" the proposal. EXPAND ENERGY: appointed Daniel E. Brown as CEO; Interim CEO Michael Wichterich will continue as board chair make-whole equity award to new CEO Daniel Brown worth $16M Interim CEO Michael Wichterich gets $1M equity for 8.5 months MATTEL: New CEO Roger Lynch golden hello equity awards: Make-Whole RSUs $6M & Inducement PRSUs $6M MongoDB: Interim CEO Dev Ittycheria (former CEO and current director) $500K golden hello cash; $15M equity vesting in 2027 Was CEO from 2014 to 2025 CFO Michael Berry retention award of $10M time-based equity with 100% accelerated vesting if terminated without cause or if he resigns for good reason Still caring about something COSTCO WHOLESALE: announced bonus awards to CEOs where $200K ($80K for NEOs) can be earned relating to environmental and social objectives based on quantitative performance metrics (including those concerning human capital and environmental-related areas). Board to C-Suite The leadership boondoggle: Down to 2F Overall: 19 director changes: 19% incoming directors are women; 33% outgoing are women PROXY CAGE MATCH Disney’s Former CEO Is Getting $100,000 a Month as Activist’s Nominee for Vail Board Oasis Management (9.6% stake in Vail Resorts) is paying former Disney CEO Bob Chapek $100,000 a month as a nominee for the board of Vail Resorts. Oasis also agreed to give Chapek a forgivable $500,000 loan to purchase Vail stock if he is elected to the company’s board Chapek is one of four nominees A proxy cage match at Empery Digital resulted in one director swap: Empery director Oran Olason was voted out (56% no) while one of four ATG Capital Management Nominees was voted in: Aaron T. Morris 56% yes. VOTE RESULTS TABLE Since October 14th: 3 companies Zero directors over 20% no; all boards averaged at least 93% yes; say on pay all over 91% yes PROCTER & GAMBLE 3 SHPs Lower Threshold for Special Meetings 37% yes: The Accountability Board Eligibility Thresholds Policy 26% yes: The National Legal and Policy Center adopt a policy committing the Company to include in its annual proxy statement any shareholder proposal submitted by a shareholder, or group of shareholders, that satisfies any of the following eligibility thresholds and is otherwise compliant with the procedural and substantive requirements of Rule 14a-8, regardless of any future federal regulation permitting higher ownership or holding-period requirements, and consistent with applicable state law: shares of the Company's common stock with a market value of at least $2,000 held continuously for at least three years prior to submission; or shares of the Company's common stock with a market value of at least $15,000 held continuously for at least two years prior to submission; or shares of the Company's common stock with a market value of at least $25,000 held continuously for at least one year prior to submission. Charitable Contributions Reporting 4% yes: The Bahnsen Family Trust (conservative Christian advocate): 2023 anti-DEI proposal at JPMorgan: My Bid to Make JPMorgan Less Woke Upcoming Annual Shareholder Meetings 20 Meetings key takeaways Weird times Performance Food Group Company 8:00 A.M. ET Avnet 8:00 am local time (PT) Lumentum Holdings 8:00 a.m. Pacific Time Western Digital 8am PT Sysco 7:00 a.m. Central Time Sandisk 8am PT BGC Group 10am ET Non-virtual Tesla: both virtually and in person for a limited number of shareholders at Tesla’s Gigafactory Texas Avnet: Corporate Headquarters Very Sad CEO Pay Ratios Lumentum Holdings 1478:1 Western Digital 1457:1 Fabrinet 1317:1 Very Fake CEO Pay Ratios Tesla 0.00:1 (Elon) Atlassian Corporation 0.23 to 1 (dual class co-founder with 43% voting power Michael Cannon-Brookes) 1 Actual SHP The Campbell’s Company: report on the effectiveness of the Company’s regenerative agriculture program including pesticide reduction outcomes: As You Sow 1 Fake SHP Avnet: Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold: John Chevedden Board Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 25% Ownership Threshold Tesla December 3, 2026, at 3:00 p.m. Central Time both virtually and in person for a limited number of shareholders at Tesla’s Gigafactory Texas elect three Class I directors Elon Musk, Robyn Denholm and JB Straubel 0 SHP CEO Pay Ratio 0.00:1 One share one vote Elon Musk 20% Vanguard 5% Performance Food Group Company November 18, 2026 8:00 A.M. Eastern Time virtual elect 10 directors 0 SHP CEO Pay Ratio 109:1 One share one vote Capital World Investors 15% BlackRock 9% Fidelity 7% Vanguard 5% George Holm 2% Atlassian Corporation December 1, 2026 2:00 p.m. Pacific Time virtual elect 9 directors 0 SHP CEO Pay Ratio 0.23 to 1 Dual class Class A 1 vote per share BlackRock 1% voting power Class B 10 votes per share Michael Cannon-Brookes 43% voting power Scott Farquhar 43% voting power Avnet November 20, 2026 8:00 am local time (PT) Avnet’s Corporate Headquarters elect 10 directors Board Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 25% Ownership Threshold 1 SHP Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold: John Chevedden CEO Pay Ratio 250:1 One share one vote BlackRock 10% Dimensional Fund 7% Vanguard 8% Lumentum Holdings November 18, 2026 at 8:00 a.m. Pacific Time virtual elect 8 directors 0 SHP CEO Pay Ratio 1478:1 One share one vote Vanguard 6% BlackRock 6% The Campbell’s Company November 17, 2026 9:00 a.m. Eastern Time virtual Elect 12 directors 1 SHP report on the effectiveness of the Company’s regenerative agriculture program including pesticide reduction outcomes: As You Sow CEO Pay Ratio 152:1 One share one vote Dorrance family 25% Bennett Dorrance 15% The Mary Alice Dorrance Malone Revocable Trust 10% Contango 6% Vanguard 8% BlackRock 9% Western Digital November 20, 2026 8am PT virtual Elect 9 directors 0 SHP CEO Pay Ratio 1457:1 One share one vote BlackRock 9% Fidelity 7% Vanguard 8% JPMorgan Chase 5% Fabrinet December 10, 2026 9am PT virtual Elect two Class II directors 0 SHP CEO Pay Ratio 1317:1 One share one vote BlackRock 11% Vanguard 11% T. Rowe Price 5% Fidelity 5% Sysco November 13, 2026, at 7:00 a.m. Central Time virtual Elect 12 directors 0 SHP CEO Pay Ratio 209:1 One share one vote Vanguard 13% BlackRock 8% State Street 5% Sandisk November 17, 2026 (8am PT) virtual Election of the eight director nominees 0 SHP CEO Pay Ratio 267:1 One share one vote Vanguard 8% BlackRock 6% Fidelity 5% Jane Street 5% BGC Group November 17, 2026 10am ET elect six directors 0 SHP co-CEOs Pay Ratio 77:1, 58:1 and 56:1 Dual class shares Class A Class B 10 votes per share Brandon G. Lutnick/Cantor Fitzgerald 75% Coherent November 18, 2026, at 12:00 p.m., ET virtual Election of four Class Three directors 0 SHP CEO Pay Ratio 1381:1 One share one vote Vanguard 7% BlackRock 7% Fidelity 6% Intapp November 17, 2026, at 10:00 a.m., Pacific Time virtual elect two Class III directors 0 SHP CEO Pay Ratio 89.9:1 One share one vote John Hall 8% Don Coleman 2% Thad Jampol 2% Anderson 22% Fidelity 7% BlackRock 6% Vanguard 5% Viavi Solutions November 11, 2026, at 10:00 a.m. Mountain Time virtual elect 9 directors 0 SHP CEO Pay Ratio 149:1 One share one vote Vanguard 11% BlackRock 10% Oleg Khaykin 1% Donaldson Company November 20, 2026 at 1:00 p.m. (CST) virtual Elect 4 directors (classified) 0 SHP CEO Pay Ratio 135:1 One share one vote BlackRock 10% State Farm 8% Vanguard 11% The Clorox Company November 18, 2026 9:00 a.m. Pacific Time virtual elect 10 directors 0 SHP CEO Pay Ratio 168:1 One share one vote BlackRock 8% Vanguard 7% State Street 7% Jack Henry & Associates November 19, 2026, 11:00 a.m. (CST) Jack Henry & Associates, Inc. HQ elect 9 directors 0 SHP CEO Pay Ratio 87:1 One share one vote Kayne Anderson Rudnick 8% Vanguard 13% BlackRock 7% State Street 6% Resmed Wednesday, November 18, 2026, at 3:00 p.m. US Pacific Time; Thursday, November 19, 2026, at 10:00 a.m. Australian Eastern Time virtual Elect 10 directors 0 SHP CEO Pay Ratio 199:1 One share one vote BlackRock 9% Vanguard 14% AustralianSuper 6% Cracker Barrel Old Country Store November 19, 2026 10am CT virtual elect nine directors 0 SHP CEO Pay Ratio 239:1 One share one vote D.E. Shaw 7% BlackRock 15% Vanguard 5% Nutanix December 11, 2026 9am PT virtual Elect 9 directors 0 SHP CEO Pay Ratio 201:1 One share one vote Fidelity 13% BlackRock 10% AQR Capital 6% Vanguard 5% Director Max de Groen 2% THE BIG VOTE Gameshow: Regulated or unregulated? I give you a series of scenarios, try to guess if it’s regulated under EU ESG Ratings rules that take effect in two weeks. EU Edition You go out and hand collect whether directors in Australia are considered “independent” according to the ASX and show the percentage of boards that are independent. You sell that data to an asset manager in Amsterdam. (NO REGULATION) You take your “independent” percentage and show a simple set of quartiles - which boards are “Top Quartile Independent” vs. “Bottom Quartile Independent” for Australian companies according to ASX standards.(REGULATE) You take your “independent” directors and only count the number of directors who wear dresses in their website images. You count which of them have engineering degrees and estimate, using average IQs of people who get engineering degrees, the percentage of independent directors who like dresses that are high IQ individuals and are also independent. (NO REGULATION) You say “having high IQ individuals on your board is good” and sell it to a French bank. (REGULATE) Under Article 3(1) of Regulation (EU) 2024/3005, an assessment only qualifies as an ESG rating if it satisfies two distinct, cumulative conditions:It is based on an established methodology, AND It employs a defined ranking system of rating categories. Quartiles count as a ranking system. A “defined ranking system” had to be defined, so they clarified: "To adequately define the range of products to which this Regulation applies, the definition of ESG rating should be limited to opinions or scores, or a combination thereof, that are based on both an established methodology and a defined ranking system such as rating categories. For instance, the assignment of an item to a category or a scale that is either positive or negative, based on an established methodology..." You offer opinions about every director in Ireland, including whether they look like they may have body odor, the association of body odor and returns, and whether or not, in your opinion, a particular director lacking body odor is a Strong Performer on the cross section between body odor and returns. You put it on a web platform and it’s free for all. (REGULATE) You do the same exact thing, but you are a non profit. (NO REGULATION) “This Regulation does not apply to... ESG ratings published or distributed by non-profit organisations for non-commercial purposes” A dude you meet at a conference name Armond, who lives and works in the EU at a Belgian asset manager, loves your work on corporate governance - he wants to see all the rankings and analytics around directors, particularly stuff like how deferential a director is to management. You give him your card, high five him, and leave the conference. Armond goes to your website and signs up in his gmail account because his company will block the zine you send out, but he wants to read it. (NO REGULATION) Armond signs up with his Belgian asset manager email account, and the manager has no contract with you and you get zero dollars.(MAYBE REGULATION) Under Article 2(1)(b), a non-EU entity is captured if it issues and distributes ESG ratings: "...by subscription or other contractual relationships to regulated financial undertakings in the Union..." “Other contractual relationships” can include the Terms of Use - if they click a box saying “I agree to the terms of service”, even if the terms state explicitly that free accounts are not for commercial purposes and are for personal, individual use only, it becomes a “contractual relationship” Armond tells five of his colleagues how awesome the site is - he breaks the terms of service and starts downloading everything and mentions it routinely in calls and it informs his proxy voting. (TOTALLY SCREWED) ESMA and EU courts apply the "substance over form" doctrine. If ESMA audits that European asset manager and finds 6 investment analysts actively logging into your portal using their corporate credentials to pull governance scores, ESMA will reject the argument that "we only have a contract with individuals." They will treat your platform as actively distributing ratings to a regulated EU entity under Article 2(1)(b), even if you get zero dollars and it was Armond who screwed you by ignoring the ToS. Fun fact: it costs 40k EU to apply as a non EU company, non refundable with no guarantee of passage - and if you hire a lawyer, at least $30k in fees. They offer a cheaper option if you spend 10k setting up a EU subsidiary (with annual filings and auditing costs of at least 10k a year), then you can register for 2k EUR. But the auditing has to exist for everything - so just to ask to be an ESG ratings company, even if you don’t generate a rating that’s an actual rating, costs a non EU startup at least 70k up front and 15k a year - all for the honor of showing EU asset managers how their directors perform (without judgment). That’s the Proxy Countdown for the week of October 19, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAidsThe Great SEC Gaslight, plus Bobby Kotick's and Skydance
Trade Wire Top Stories: 59 Filings since October 1st The headlines Skydance CEO David Ellison is scared to do the job himself: steals Ynon Kreiz from Mattel and names him co-CEO; David Ellison will continue as …
Notes de l’épisode
Trade Wire Top Stories: 59 Filings since October 1st The headlines Skydance CEO David Ellison is scared to do the job himself: steals Ynon Kreiz from Mattel and names him co-CEO; David Ellison will continue as Chair. And then, Skydance Adds Bobby Kotick and Laurene Powell Jobs to Board, Taps Tony Blair as Adviser Before I get to Bobby, Laurene Powell Jobs is the widow of Apple’s Steve Jobs and Tony Blair is the former UK prime minister: both seem to represent channels to power and a slightly liberal-bent, possibly to counterattack the perception that this is a MAGA-friendly company? Now Bobby: After presiding over a toxic workplace scandal at Activision Blizzard, Bobby Kotick faced explosive revelations that he personally shielded accused abusers, concealed sexual assault allegations, and threatened an assistant's life. Instead of being fired, he walked away with a golden parachute worth over $400M when Microsoft absorbed the embattled publisher in a $69 billion buyout. And in case you’re wondering, people like Bobby Kotick represent actual risk; here’s a summary of legal action against Activision/Bobby: The California Civil Rights Department sued over a pervasive "frat boy" culture marked by constant sexual harassment, unequal pay, and retaliation against female employees. Activision settled in December 2023 for $54 million, sending roughly $46 million directly to female workers. The Equal Employment Opportunity Commission targeted widespread sexual harassment and pregnancy discrimination across Activision Blizzard’s gaming studios. The company settled via a consent decree in 2022, creating an $18 million compensation fund for impacted workers. The SEC charged leadership with failing to track workplace misconduct complaints and using restrictive separation agreements that muzzled potential whistleblowers. Activision settled in early 2023 by paying a $35 million civil penalty without admitting wrongdoing. The family of a 32-year-old Blizzard finance manager sued, alleging severe workplace sexual harassment drove her to suicide during a 2017 company retreat. The family voluntarily dismissed the case with prejudice in 2022 and the case resulted in a confidential out-of-court settlement. And finally the Microsoft "Fire-Sale" Shareholder Lawsuit: Swedish pension funds and investors claimed Kotick rushed a discounted $69 billion buyout to Microsoft at $95 per share to secure a massive golden parachute and dodge personal liability. The case settled in 2026 for $250 million, split between Microsoft and board insurers to compensate qualifying shareholders. Stupid money… Live Nation CEO Michael Rapino received several new equity retention grants to keep him interested in being a CEO: Here’s the easiest way to explain this: He used to get an annual $10M long-term equity grant, starting in 2027 he will get 1) $10M in annual performance shares, 2) $15M in annual time-based RSUs, 3) $15M in annual PSUs, and then as a cherry on the top: $20M in upfront RSUs. New Pinterest CFO James Dibbo is getting a golden hello award worth $32M in equity. The previous CFO, Julia Brau Donnelly, served for only 3 years. 3 Pinterest board members have experience as CFO. Here’s a new term: golden handcuffs. Four Skydance named executive officers (including nepobaby David) are set to haul in an additional $50M in annual bonus compensation. Board to C-Suite The leadership boondoggle: COO Spencer S. Stiles is being promoted to CEO and director at Stryker, while former CEO Kevin Lobo will transition to Executive Chair At General Dynamics, President and board member Danny Deep will succeed Phebe Novakovic as CEO, with Novakovic transitioning to Executive Chair Down to 2F Overall: 44 director changes: 25% incoming directors are women; 35% outgoing are women PROXY CAGE MATCH Six Flags: Jana Partners wants a sale and a board shake-up, leveraging the star power of Mr. Taylor Swift. A recent rollercoaster death will make this easier or harder? Sanderson Design Group: Activist fund LBV (14% stake) is hammering Sanderson over high pay and low performance. Sanderson director Patrick Lewis has retaliated, threatening to sue LBV's founder for defamation over the campaign's aggressive claims. Ethan Allen: DGB Investments (5% stake) is pushing to blow up the board completely. As a bargaining chip, the activist is offering longtime CEO/Chair Farooq Kathwari a participation trophy in the form of the title Chair Emeritus. Whitbread: Corvex Management (7%) is demanding board representation and a strategic overhaul to fix an alleged "chronic misallocation of capital" at the Premier Inn parent. Whitbread called Corvex’s proposals a “complete waste” of time and money and “a complete waste of company – and shareholder – resources.” PepsiCo: Elliott Investment Management is targeting Doritos and Cheetos and blaming Ozempic! VOTE RESULTS TABLE Since September 1st 18 meetings at large market caps 10 total SHPs from 5 companies: Top story At Darden Restaurants: The Accountability Board is my new hero! They asked for a policy providing that if any director fails to receive at least 80% of the votes cast in an uncontested election, the Board’s independent directors will conduct a formal review of the circumstances underlying such vote, and publicly disclose a summary of findings and any responsive actions taken. Sadly only 3% said yes 1 Victory a policy requiring shareholder approval before distributing “blank-check” preferred stock 63% yes at General Mills The Accountability Board! Near wins independent board chair 39% yes at FedEx special meeting rights 39% yes at Casey’s General Stores Hate Bowyer Research hates the Human Rights Report! At Nike, a Charitable Support Report 0.7% yes Most: FedEx 3; General Mills 3 Other Say on Pay 32% no Nike Directors At Nike, 3 Class B directors were up for vote: Monica Gil and Robert Swan received well over 90% support but not Thasunda Duckett, who got 38% no votes. What makes her so different? All served for under a decade Robert Swan has been an Operating Partner at Andreessen Horowitz and sits on 2 other boards Monica Gil is a member of the Pay COmmittee: Say on Pay 32% no Thasunda? CEO of TIAA (Teachers Insurance and Annuity Association of America), no other boards, black woman?? The only other director over 20% no is a woman named Dolores Ennico (23%) from a classified board election at RBC Bearings Why Dolores? Maybe because she used to be the Chief Human Resources Officer of Olin Corporation? Nah. Oh, she’s too old! She’s 73. The other director up for vote was CEO/Chairman Dr. Michael J. Hartnett. He got 97% yes. He’s 81 years old. Overall average support was high 90s Other stuff Upcoming Annual Shareholder Meetings THE BIG VOTE The SEC is a Joke Part 1: Protect the oil The greatest gaslight of an “investigation” ever, as summarized by Paul “Oil Slurpee” Atkins himself: “The investigation considered evidence as to whether investors and asset managers, including BlackRock, Inc. (“BlackRock”), State Street Corporation (“State Street”) and The Vanguard Group (“Vanguard”) joined a group of ExxonMobil investors, including after BlackRock and State Street became members of CA100. This evidence included BlackRock and State Street, after becoming members of CA100, engaging in certain communications regarding ExxonMobil with Ceres, a Boston-based non-profit that serves as the North American investor network supporting CA100 (as explained below).The evidence also suggested CA100 and its members pressured BlackRock and State Street to support CA100 ̶flagged matters submitted to a shareholder vote, including the May 2021 election of dissident directors to ExxonMobil’s board.” Summary: Blackrock, State Street, Vanguard form a “group” for the purposes of activism coordinated by the Climate Action 100+ and pressured by non profit Ceres - to put directors on Exxon’s board - that’s the investigation - the SEC on behalf of Exxon wants to know if they formed a group and should have been subject to massive amounts of 13D filings and not considered passive investors On the other hand, Vanguard never became a member of CA100, and the investigation did not develop evidence that BlackRock or State Street agreed to vote proxies in certain manners or shared their proxy voting intentions with investors or others associated with CA100. In the next line, Atkins literally admits that NO, Vanguard never joined (but voted for dissidents) and there was NO EVIDENCE that Blackrock and State Street agreed to vote a certain way (or even discussed it) While most attorneys would stop there, not this asshole… Atkins uses the rest of the document, after finding no evidence of anything, to tell investors NOT to join groups like Climate Action 100+ because he’ll consider you part of a group ANYWAY, saying the ACT of joining any “signing statements” doesn’t shield you from the SEC determining, even if you “didn’t technically form a legal group”, they will use “implied” and “circumstantial evidence” to say you did Atkins focuses a LOT on Climate Action 100+ and Ceres, who try desperately to get investors to DO something, but investors largely commit to nothing at all Vanguard doesn’t even join but Atkins just lets that slide, ignoring the fact entirely as inconvenient to the narrative that a pair of dopey non-profits pressured multi trillion dollar asset managers to do something Atkins cites internal Ceres documents they subpoenaed where idiots at Ceres, a NON PROFIT who loves to talk big about winning and has won virtually nothing but funding, sends an email to a donor talking about how Blackrock joining the CA100 was mostly because they’re so good at pressuring them and had “leverage” Except that: “The minutes also detail discussion between BlackRock and Ceres regarding the ExxonMobil board refresh campaign: “Talked about scoping good board candidates for Exxon campaign – [BlackRock] said there was ‘no chance that they would ever help us with that’.” Then Engine No 1, a not-climate-activist climate activist used CA100 and Ceres to market for them to get in the room with Blackrock, having secured 6 phone calls in 2 years and a bunch of emails Apparently none of those exchanges were subpoenaed or they weren’t helpful to the cause, because they don’t appear in the “investigation” - and they should constitute the entirety of reasoning for why these directors were chosen: Greg Goff - CEO of oil companies (elected) Kaisa Hietala - worked on renewables… at an oil company (elected) Alex Karsner - google, energy efficiency government guy (elected) Anders Runevard - wind manufacturer (not elected) Two oil execs and a government guy elected Incumbent Doug Oberhelman (ex CEO at Caterpillar), unseated Less qualified than the new directors! Incumbent Sam Palmisano (ex CEO of IBM), unseated Uh, what?? Nominee Wan Zulkiflee (ex CEO of Malaysian oil company, appointed March and voted out in June) lost The SEC is a Joke Part 2: Protect the mediocre The Value of Corporate Ballot Access Florian Berg, Bram van der Kroft, Juan Palacios, Roberto Girobon, Siqi Zheng Oct 13, 2026 Let’s pretend we’re in a pre-Paul Atkins world, where everyone is happily filing shareholder proposals, both governance, ESG, and anti-ESG, and the SEC is a competent place full of smart or earnest lawyers weeding out proposals that are legally frivolous Bram’s paper focuses on specific lawyers at the SEC - or more accurately, focuses on proposals that are weeded OUT by some lawyers (strict ones) and let go to ballot by others (lenient ones) He actually focuses on lawyer names and uses their track records to predict how they’ll decide future proposals - it’s right in our wheelhouse, paying attention not to the SUBSTANCE of the proposal, but the PERSON who decides whether it should go to ballot I already love this (audio clip 05) These are “margin” cases - “margin of shareholder control rights” - like borderline cases Here’s his finding: (audio clip 06 ) - a borderline proposal that one attorney would kill but another would allow, when it gets allowed, REDUCES firm value by 1.19% and lasts a long time But that’s not all - when he looks at the topic of the proposals, it’s ENTIRELY driven by environmental and social proposals, which LOSE firm value worth 2.56% Basically, when investors intervene is expensive to the firms - those environmental activists WERE hurting Exxon! But there’s a great subplot - when management is entrenched - protected by dual class or classified board nonsense - there is no damage to firm value Like investors recognize it doesn’t matter OR they already PRICE IN the fact that the firm sucks at something When management is NOT entrenched - vulnerable, fireable CEOs - and they LOSE the battle to get something on the ballot, I read this as investors CONFIRMING that the CEO is vulnerable and doing a mediocre or BAD job and reprice accordingly The price effect lasts as long as 24 months and is adjusted for market return - so this is long term damage as long as the CEO hangs around So Atkins killing shareholder proposals does two things: 1. Atkins does, in fact, reduce damage to share price for margin cases by politicizing the SEC and blocking everything E and S, and 2. Atkins actually ARTIFICIALLY INFLATES share price for bad CEOs by block E and S proposals that are on the margin, showing the market a happy face when the CEOs actually face real risks Bram warns that rescinding 14a-8 has implications that go beyond share price though (audio clip 07) Basically, managers are now incentivized to kill proposals that tell you something AND investors actually DO care about E and S proposals, even when they don’t vote for them - so you’re losing a signal of investor preferenceReactions from CII Fall Conference, plus Alex Kaltenböck
Reactions from CII Fall Conference, plus Alex Kaltenböck
The new SEC proposal rules
A very special Free Float Media crossover between Shareholder Primacy, Business Pants, and Proxy Countdown to discuss the SEC proposed recission of 14a-8
CEO Hotseats, plus Cracker Barrel’s CEO leaves and the SEC goes after activists
Trade WireTop Stories: 127 Filings since June 26thThe headlinesNew CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became …
Notes de l’épisode
Trade Wire
Top Stories:
127 Filings since June 26th
The headlines
New CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became CEO/chair
Cracker Barrel CEO Julie Masino is out after MAGA backlash to "Uncle Herschel" logo change
$4.6M severance
Cracker Barrel names David Deno CEO
Burger King
Yum! Brands and Pizza Hut
Quiznos
Best Buy
Bloomin' Brands (Outback Steakhouse)
Panera Brands (2024-): Audit Committee Chair
Krispy Kreme (2016-)
Bloomin' Brands (2019–2024)
Peet's Coffee (2006-2012)
Macalester College: Former Chair of the Board of Trustees (1998-2022).
At COPART, CEO Jeff Liaw to step down, Jay Adair to return
CEO Jeff Liaw is resigning from the board and company.
Executive Chairman Jay Adair to boomerang back as CEO.
The board has a Chair (founder Willis Johnson 40%) AND an Executive Chair: Willis’ son-in-law and co-founder and boomerang CEO Jay Adair 38%
Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B
Speaking of Stupid money…
FASTENAL: appointed new CEO Jeffery M. Watts to the board: will receive an annual cash retainer of $50,000 for his service as an employee director
Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B
FRANKLIN RESOURCES: one-time special $15M retention equity awards to 4 NEOs, including CEO Jennifer M. Johnson
Chief Commercial Officer Daniel Gamba, Head of Public Market Investments Terrence J. Murphy, and CFO/COO Matthew Nicholls
Archer-Daniels-Midland: $19M golden hello ($2.2M cash) to new COO Jeff Rowe
L3HARRIS TECHNOLOGIES: special one-time equity awards to 3 NEOs
CFO Kenneth Sharp ($5M), President, Missile Solutions Kenneth Bedingfield ($10M), and President, Space & Mission Systems and Communications & Spectrum Dominance Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance ($10M)
FEDEX: established a one-time special cash bonus pool for eligible managing directors and above, approximately 1,100 employees
CEO Rajesh Subramaniam $1.9M and Brie A. Carere $850k
Board to C-Suite
Ulta Beauty: Kelly E. Garcia will transition director to Chief Technology Officer
The leadership boondoggle:
American Healthcare REIT: CEO Danny Prosky resigned, stayed on board
Jeffrey Hanson new CEO, will continue to serve as Chair
appointed Scott A. Estes as Lead Independent Director
PROCTER & GAMBLE: Executive Chair Jon R. Moeller resigned from board and company
CEO Shailesh G. Jejurikar becomes Chair
reappointed Joseph Jimenez as independent Lead Director
ENTEGRIS: Executive Chair Bertrand Loy resigned from company and board
Lead Independent Director James F. Gentilcore becomes Chair
appointed CEO Robert A. Bruggeworth to board
Down to 2F
Female adds: 9; Male adds 43; Female subtractions 4; Male subtractions 15
Women accounted for 17.3% of all additions (9 out of 52) and 21.1% of all departures
net addition of +5 female directors
Men accounted for 82.7% of additions (43 out of 52) and 78.9% of departures
net addition of +28 male directors
Down to 2: PAYCHEX: Kara Wilson resigning
Down to 1: Natera: Monica Bertagnolli resigned
Dedicated to oncology, women's health, and organ health.
Stay to 2 with female influence boost: Kohl’s Appoints Wendy Arlin as Chair of the Board
Currently only 2: Robbin Mitchell (7%) and Wendy Arlin (1%)
John Schlifske (27%) stepping down
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist investors in the U.S. must disclose the identities of their clients in regulatory filings
In a surprise to many, the SEC updates to Schedule 13D and proxy rules will force hedge funds to disclose campaign financing—information they have long kept secret. Target companies welcome the change, arguing that campaign transparency is essential for evaluating activist motives and mounting board defenses.
Nano Dimension and activist investor Murchison reached an agreement where CEO and director Dave Stehlin, board chair Robert Pons, and directors Joshua Rosensweig and Andrew Sriubas have all resigned
In turn, Nano appointed three new directors to the board, including Moshe Rozenbaum, Eliezer Eli Tarlow and Paul Fruchthandler.
Activist investor Saba failed in its attempt to overhaul the board of Workspace Group
Saba, which owns about 21% of shares, was trying to oust all six non-executive directors (3M/3F) to be replaced by 6 dudes: Nick Shattock, Andrew Sim, Richard Starr and Gregory Attwood, Gautam Garg and Simon Hampton
Results: between 60% to 68% yes
When shareholder activists attack a company, its rivals may feel the heat too and change their ways
Research from the College of Charleston: shareholder activism can create what our team of business school professors calls “collateral impact”: a domino effect in which pressure on one company changes what its competitors are doing.
found that when one company changes course in response to activist pressure, its competitors frequently follow suit – even when activists have not targeted them directly.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Since June 26th
27 meetings at large market caps
7 total SHPs from 4 companies:
Top story
2 Victories
Nvidia: simple majority voting 87% yes
Snowflake: Majority Vote for Director Elections 65% yes
Hate
Nvidia
faith-based groups 0.86% yes
anti-DEI report 0.60% yes
Most:
Nvidia 4
Other
KROGER: GHG emissions 17% yes
Booz Allen Hamilton: 28% yes Act by Written Consent
Nvidia: scope 3 ghg emissions 17% yes
Say on Pay
Snowflake Inc. (SNOW): pay 56% no
classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no
70% said no in 2025
Rivian Automotive: pay 33% no
$402M for CEO RObert Scaringe
Directors
As usual, classified stuff:
BridgeBio Pharma: classified: Hannah Valantine 20% no
StandardAero: classified: 15% avg no
Rivian Automotive: classified: Karen Boone 19% no; Aidan Gomez 8% no
Cloudflare: classified: Karim Lakhani 20% no;
Snowflake: classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no
MongoDB: classified: Dwight Merriman 20% no; Archana Agrawal 21% no; Hope Cochran 28% no
WM TECHNOLOGY: classified: 24% no
Other stuff
Dell Technologies: Dexit 97% yes
WM TECHNOLOGY
classified: 24% no
pay 24% no
Charter Amendment to Declassify Board 90% yes (failed)
auditor 17% no
Upcoming Annual Shareholder Meetings
Friday, July 31, 2026
Cirrus Logic, Inc.CRUS~$6.75 Billion
Wednesday, August 5, 2026
Flex Ltd.FLEX~$35.58 Billion
Allegro MicroSystems, Inc. ALGM ~$9.3 Billion
Thursday, August 6, 2026
Albertsons Companies, Inc.ACI~$5.41 Billion
CorVel CorporationCRVL~$3.17 Billion
Tuesday, August 11, 2026
Qorvo, Inc.QRVO~$7.7 Billion
Wednesday, August 12, 2026
The J. M. Smucker CompanySJM~$13.56 Billion
Monday, August 17, 2026
Pagaya Technologies Ltd.PGY~$1.1 Billion
Tuesday, August 18, 2026
Microchip Technology IncorporatedMCHP~$45.20 Billion
Thursday, August 20, 2026
James Hardie Industries plcJHX~$15.19 Billion
Tuesday, August 25, 2026
Helen of Troy LimitedHELE~$1.2 Billion
Wednesday, August 26, 2026
Dynatrace, Inc.DT~$14.20 Billion
<THE BIG VOTE BUMPER>
THE BIG VOTE
Matt
TWO QUESTIONS FIRST:
Universal Safety Products
Trump Media
Cracker Barrel CEO Stepping Down After Logo Controversy, Activist Pressure
CEOs in the Hotseat
Criteria:
Not dual class or founder board
CEO is less than 30% influence
Gap between CEO influence and highest non executive board member is less than 10%
Board is low deference or independent
Board is highly interconnected
Average boards ever of non executive directors is >=2
Company performance <33rd percentile
Bonus:
At least 1 director has core industry knowledge
CEO pay was normal or mildly atypical
>50% board does not have connections in common with the CEO
Token vulnerability:
CEO is a woman
CEO is black or hispanic
Summary
10,458 CEOs in our database
6,311 CEOs with less than 30% influence
Fully 2,249 companies have CEOs with obvious vulnerabilities
CEO on board with family/founders
CEO on board with exec chair
67 in the top hit list
Notable CEO hotseats:
UPS - Carol Thome become CEO in 2020 AFTER being on the board since 2003
She has low influence gap to next independent director, the board is HUGELY connected - but not to her friends - she has a 23 year tenure on the board (plenty of time to make it work) and a bottom quartile TSR at the company vs peers in the last 3 years… plus, she’s a lady on a board full of people with core knowledge of the sector
We know it works because 23 of the 67 have CEO tenures of <2 years (they just swapped CEOs because they were vulnerable)
Of those 23, 3 added female CEOs (Northland Power, SGS SA, Domino’s Pizza), so those are basically guaranteed glass cliffs - an unintended consequence of CEO vulnerability is after replacement, we have a marker for glass cliff-ism
Succession much?
That’s the Proxy Countdown for the week of July 27, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
Proxy Season Crossover
What are the overall results from AGMs in 2026?How did companies and shareholders do in AGM votes?Shareholder proposalsMany fewer E&SSame or slightly more corp gov Voting outcomes similar to past years(?)Proxy …
Notes de l’épisode
What are the overall results from AGMs in 2026?
How did companies and shareholders do in AGM votes?
Shareholder proposals
Many fewer E&S
Same or slightly more corp gov
Voting outcomes similar to past years(?)
Proxy contests
Many fewer compared to earlier years
Activists prevailed at roughly the same rate, perhaps a little lower
Many more settlements
Notable activist situations
ESG proposals
Proxy contests
Almost no really big ones
Biglari lost two, CBRL and JACK
Two mergers terminated
CORZ, CoreWeave
STAA
Withhold campaigns didn’t work
CBRL, JACK
VSCO - started as a proxy contest
Several smaller ones, where in all but one activists won no seats
Important settlements
LULU-Wilson
WEX-Impactive
TRIP-Starboard
RGR-Beretta
KMX-Starboard
Still several to go for 2026, though
FRMI-Neugebauer
Regulatory actions - AML comments
SEC
State level
Can’t avert our eyes from SPCX IPO, either
Ownership
Corp gov
Trading
So, what have we learned so far in 2026?
The Key Takeaways:
SHPs
Total shareholder proposal submissions fell significantly from 951 in 2025 down to approximately 789 in 2026.
Despite the SEC granting companies broader power to exclude rogue proposals, corporate boards remained hyper-cautious, allowing around 70% of submissions to proceed to a full vote to avoid investor backlash or litigation.
Only about 7% to 8% of voted proposals achieved majority support (36 out of 425 proposals mid-season)—a steep drop from the 12% to 14% passed in 2025. Paradoxically, average support across all voted proposals crept up slightly to 25% (from 23% last year).
Traditional corporate governance issues comprised 49% of all submissions. A tiny group of individual retail activists (John Chevedden/Jim McRitchie) monopolized the arena, driving over 75% of all governance submissions
Shareholder proposals demanding formalized AI ethical governance, algorithmic transparency, and data privacy climbed to 20 submissions in 2026 (up from 12 in 2024).
Management found it difficult to dodge these tech topics; 90% of AI-focused proposals successfully cleared regulatory hurdles to face a vote.
2027 Question: The Say on AI Advisory Vote: Will shareholder proposals demanding ethical AI oversight, algorithmic transparency, and labor displacement risks cross the threshold to become standardized, annual Say on AI advisory votes on mainstream ballots?
Pay
Only 9 Say-on-Pay packages failed outright across the market through early June—a drop from previous cycles. Major pay "revolts" (<70% support) shrank to just 44 out of 1,108 companies.
2027 Question: Why should anybody care about Say on Pay anymore?
Director Elections
Corporate directors remain incredibly secure, averaging 95% investor support. Out of 8,167 tracked director votes, 86% cruised to comfortable re-election with 90%+ approval, while only 18 directors (0.2%) across 14 public companies failed to cross the 50% majority threshold.
Proxy Advisors:
Massive institutional investor groups publicly cut ties with ISS and Glass Lewis benchmark policies, relying instead on internal, proprietary stewardship frameworks.
The Shrinking "ISS Penalty": In 2021, an ISS "Against" recommendation on Say-on-Pay dragged down company support by an average of 30 percentage points. In 2026, that penalty shrank to 19.8 percentage points across the Russell 3000
ISS backed 48% of all proposals in 2026 compared to just 34% in 2025, but this softening had minimal impact on increasingly independent asset managers.
2027 Question: With the historical ISS "Against" penalty on Say-on-Pay dropping to just 19.8 percentage points, will corporate boards begin systematically ignoring negative proxy advisor recommendations on share requests without fear of a failed vote?
Activists
Public proxy fights looked quieter on the surface because governance disputes are now aggressively negotiated in real time behind closed doors, avoiding public 13D filings.
As of June 1, only one single traditional proxy contest went to a full public vote among US companies with a market cap over $250M (Summer Road, LLC winning a seat at Ingles Markets).
2027 Voting Questions
The Retail Auto-Vote Expansion: Following ExxonMobil's successful launch of a board-aligned retail auto-voting program, will consumer-heavy "meme stock" companies deploy similar digital tools to completely silence minority activist groups?
The AI-Driven Voting Monopoly: As institutional asset managers heavily integrate custom AI parsing tools to cut disclosure review times by 40%, will traditional proxy advisory firms like ISS and Glass Lewis face an existential collapse of their research monopolies?
Algorithmic Error Liability: Will an institutional investor face immense legal and fiduciary liability after its proprietary AI stewardship bot accidentally misinterprets dense legalese and votes "Yes" on a hostile proposal?
Data Center Environmental Revolts: Seizing on populist movements, will Big Tech and media giants face unprecedented institutional proxy revolts specifically over the compounding environmental risks, energy strains, and water demands of generative AI data centers?
Events:
No action set to “ignore” - did it matter? YES
DExit - did it matter? YES
Anti-ESG lawsuits - did it matter? YES
Musk’s pay package - did it matter? YES
Jay Hoag had the biggest jump from 74% AGAINST to 93% FOR between 2025 and 2026 - did it matter? NO
Exempt solicitations are dead except for the super rich - did it matter? MIXED!
Questions for 2026:
In a NON ACTIVIST situation, does anything matter except attendance for director votes?
Are activist shareholder proposals dead?
Is the job of ISS and Glass Lewis simply to say whether you should back an activist or not?
How many directors will be voted out?
Will the SEC make it illegal to be a shareholder in 2026-27 (shareholders can be annoying after all)?
AI China AI AI AI China China AI China China China?
Director vote gaps, plus manipulating pay at Costar and “social independence” at Veeva
Trade WireTop Stories: 130 Filings since June 18thThe headlinesDOMINOS PIZZA: CEO Russell J. Weiner resigning, will become Executive Chair;Executive Chair David A. Brandon resigningCOO Joseph H. Jordan …
Notes de l’épisode
Trade Wire
Top Stories:
130 Filings since June 18th
The headlines
DOMINOS PIZZA: CEO Russell J. Weiner resigning, will become Executive Chair;
Executive Chair David A. Brandon resigning
COO Joseph H. Jordan appointed CEO and director
$3M golden hello
NIKE: John W. Rogers, Jr. resigning (2018-2026)
35% no vote in 2025; 40% in 2024; 35% in 2023
RPT: De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer
3rd big LT board left recently:
McDonald's (2003-2023); Exelon (2000-2019)
3% influence; redundant skillset
Also at NIKE: new CFO David Denton golden hello up to $15.25M cash
At Pfizer since 2022; Lowe’s from 2018-2022
Stupid money
TYSON FOODS
Amended Employment Agreement of Chair John H. Tyson until September 30, 2029: 1) base salary of $3.5M (up from $1.2M) 2) annual bonus target equal to 300% (up from 170%) of his annual base salary, 3) annual equity target of $6M, 4) one-time incentive award cash payment of $40M, 5) use of Company-owned aircraft plus tax gross-ups ("Based on security concerns and as a result of a security study conducted by a third-party consultant"), 6) 300 hours annually of aircraft use for flights in which he is not a passenger, 7) personal security services and may request additional security services up to $150,000 annually, 8) life insurance and Supplemental Executive Retirement Plan benefits of approximately $175,000 a year
formerly: 275 hours for him only/only security and not additional $150k
JPMORGAN CHASE: one-time Retention and Continuity equity awards to the following Operating Committee members:
Doug Petno, Co-President and CEO of the Commercial & Investment Bank, and Troy Rohrbaugh, Co-President and CEO of Consumer & Community Banking, in the amount of $30M each;
Mary Erdoes, CEO of Asset & Wealth Management, and Jennifer Piepszak, Chief Operating Officer, in the amount of $20M each.
Dumb stuff
CINCINNATI FINANCIAL: appointing Lisa M. Franchetti
Admiral Franchetti retired from the U.S. Navy in 2025, after a nearly 40-year career marked by leadership at every operational level, culminating in her service as the 33rd Chief of Naval Operations from November 2023 to February 2025.
15th director
SMITH A O: Kevin J. Wheeler will retire as Executive Chair, but remain a director
CEO Stephen M. Shafer becomes Executive Chair
Smart-ish Stuff
AeroVironment: appointed William J. Lynn, III as Class I director
The terms of the Company’s Class I directors, including Mr. Lynn, expire at the Company’s 2026 Annual Meeting (due in September)
Revolution Medicines: Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the “Company”) of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company’s president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026.
The Company currently contemplates appointing Dr. Kelsey to its board effective as of his retirement on January 4, 2027, subject to Board approval.
Down to 2F
Found their 3rd: CENTENE: elected Lauren Tyler
Despite a female CEO (Sarah London)
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
New research from Georgeson Advisory reveals that governance proposals accounted for 51% of all shareholder submissions at Russell 3000 companies between July 2025 and mid-May 2026.
Total ESG Submissions: Dropped to 710 this season (down from 840 in 2025 and 1,000 in 2024)
G Submissions: Rose to 404 proposals (up from 380 last year)
SHP Type
2025
2026
% Change
Independent Board Chairs
33
92
+179%
Written Consent Rights
13
51
+292%
Lower Special Meeting Thresholds
18
29
+61%
Executive Severance Pay
30
8
-73%
Director Resignation Policies
19
7
-63%
Clawback-Related Proposals
15
0
~
The Haters: anti-ESG activists are focusing on G to fudge their numbers
39 G proposals this season: 24 in 2025; 18 in 2024.
11 independent chair proposals: 1 last year
average support rate of 25%: 5% last year
E&S Collapse
E proposals fell to 97 (down from 147)
S proposals dropped to 209 (down from 313)
Political Spending & Lobbying:
Remained the single most active social category with 42
institutional support dropped from 37% last year to 27% this season.
AI-related proposals nearly doubled to 23 submissions (up from 12 last year).
Institutional support up to 16% from 12%.
The SEC’s "no-objection" framework
No-Action Requests: Plummeted 36% to 219 requests (down from 342 last year).
Proposal Omissions: Despite fewer formal requests, nearly one-third (33%) of governance proposals were successfully omitted from proxy ballots, up from 26% last year.
Litigation Backlash: This administrative shift sparked a wave of corporate litigation, with shareholder proponents launching at least six federal lawsuits to contest no-objection exclusions.
Texas
Out of 17 shareholder proposals filed regarding corporate reincorporation, 11 explicitly targeted Texas as the new corporate domicile.
Eight of the nine reincorporation proposals that went to a final shareholder vote were fully approved, with average support hovering comfortably in the low-60% range.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Since June 18th
25 meetings at large market caps
9 total SHPs from 7 companies:
Top story
0 Victories
None
Almost
Autodesk: Amend Special Meeting Right Threshold 48% yes
EBAY: Special Stockholder Meeting Threshold 43% yes
Hate
Most:
Other
BJ's Wholesale Club: Majority voting 27% yes
Block, Inc.: Establish Board-Level Technology Committee 4% yes
Workday, Inc.:
Disclose Employee Retention by Demographic 4% yes
Disclose Voting Results Based on Share Class 15% yes
DELTA AIR LINES
Cumulative Voting for Directors 4% yes
Action by Written Consent 31% yes
disconnect…
DOLLAR TREE: Action by Written Consent 5% yes
Say on Pay
COSTAR GROUP: pay 29% no (46% no 2025)
avg 98% yes: CEO/Founder Andrew Forance 99.4% yes; Pay Committee chair Robert Musslewhite 5% no; Chair Luise Sams 6% no
Increased rTSR target to 55th percentile (from 50th), with threshold of 30th percentile (from 25th);
rTSR payout is capped at 100% if absolute TSR is negative
2025: threshold (80% modifier) 25th percentile, target (100% modifier) 50th percentile, max (120% modifier) 75th percentile
2026: threshold (50% payout) 30th percentile, target (100% payout) 55th percentile, max (200% payout) 80th percentile; super stretch (250% payout) 90th percentile
end result in TSC: from $37.4M to $36.4M
from 90,500 options ($82.47) to 114,000 options ($78.33)
from 178,000 RSUs ($$14.7M) to 256,049 ($20M)
from 31,640/79,100/189,840 PSUs to 38,846/97.100/233,040
T-Mobile US: pay 27% no
Christian P. Illek 21% no; Dominique Leroy 22% no; Raphael Kübler 22% no
But only 3 of 5 pay members, not the chair
IonQ, Inc.: pay 47% no (36% no 2025)
classified: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no
Okta, Inc.: pay 24% no
classified: 95% avg yes
Directors
VEEVA SYSTEMS: Mark Carges 20% no; Gordon Ritter 27% no; Matthew J. Wallach (Co-Founder) 36% no
“Our Board determined that Mr. Wallach is an independent director under NYSE listing standards. While Mr. Wallach is a co-founder of Veeva, he has not been employed by the Company for over six years and he is financially and socially independent from Veeva and current Veeva executives.”
2007–2019: Co-founder and President, Veeva Systems Inc.
Independent Chair Gordon Ritter been on board since 2008
Co-founder/CEO Peter Gassner on board since 2007
Vertiv Holdings: Steven S. Reinemund 23% no; Joseph J. DeAngelo 25% no; Roger Fradin 30% no; Joseph van Dokkum 46% no
One woman: Mr. van Dokkum serves as the chairman of the Nominating Committee
Expedia Group: combined stock: Barry Diller (Chairman) 20% no; Craig Jacobson 22% no; Alexander Wang 47% no
“Each of our current directors, except for Mr. Wang, attended at least 75% of the aggregate number of meetings of the Board and its committees on which the director served”
Chief AI Officer, Meta Platforms
No committees: 4 board meetings. He’s 29; he has the energy
Other stuff
Classified
Core & Main: Orvin T. Kimbrough 36% no
CrowdStrike Holdings: Johanna Flower 23% no; Denis J. O’Leary 39% no
IonQ, Inc.: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no
Revolution Medicines: Alexis Borisy 21% no
FS KKR Capital: James H. Kropp 12% no; Michael J. Hagan 20% no; Elizabeth J. Sandler 29% no; Jeffrey K. Harrow 30% no
Guardant Health: Manuel Hidalgo Medina 24% no; Ian Clark (Lead Independent) 35% no
CrowdStrike Holdings: Advisory Vote on the Ratification of Supermajority Voting Provisions 14% yes
Upcoming Annual Shareholder Meetings
Monday, June 29, 2026
Snowflake Inc. (SNOW) ~$78 B
QXO, Inc. (QXO) ~$12 B
TopBuild Corp. (BLD) ~$11 B
TripAdvisor, Inc. (TRIP) ~$1.5 B
Tuesday, June 30, 2026
Devon Energy Corporation (DVN) ~$50 B
MongoDB, Inc. (MDB) ~$25 B
The Brink's Company (BCO) ~$4.0 B
NCR Atleos Corporation (NATL) ~$3.2 B
Alumis Inc. (ALMS) ~$3.0 B
Braze, Inc. (BRZE) ~$2.2 B
Wednesday, July 1, 2026
Green Brick Partners, Inc. (GRBK) ~$3.2 B
Tuesday, July 7, 2026
GameStop Corp. (GME) ~$9.5 B
CEO/main shareholder Ryan Cohen
GameStop CEO Ryan Cohen is so determined to buy eBay that he's taken his own $35 billion pay deal off the table.
Cohen has withdrawn the proposed compensation package because he wants to fully focus on revitalizing GameStop's business and acquiring eBay, GameStop said in a press release on Tuesday.
Thursday, July 9, 2026
Planet Labs PBC (PL) ~$8.7 B
Chewy, Inc. (CHWY) ~$7.5 B
Founder Ryan Cohen
Olaplex Holdings, Inc. (OLPX) ~$1.3 B
<THE BIG VOTE BUMPER>
THE BIG VOTE
Matt
Director vote discrepancies: 2025 vs. 2026
Biggest DROP - sudden against votes
Jabil
Jabil directors - though in fairness, they weren’t stellar votes anyway
John Plant 2025 was 39.5% against, 2026 was 84% against
Audit
Vote predictor: 73% expected support prior to the meeting, 66% chance of >20% against - Steven Raymund as well
NV Tyagarajan was 6% against, is 69.7% against in 2026
Nom, Pay
Resignations REJECTED: “In making its determinations, the N&CG Committee and the Board each considered a number of factors it deemed relevant, including each director’s attendance and engagement, overall qualifications, contributions to the Board and its standing committees and whether acceptance of the resignation would be in the best interests of the Company and its stockholders.
ATTENDANCE VOTE:
“Messrs. Plant and Tyagarajan attended less than 75% of the aggregate Board and committee meetings on which they each served during fiscal year 2025 due to coinciding professional responsibilities.”
“In considering attendance and engagement, the N&CG Committee and the Board noted that both Mr. Plant and Mr. Tyagarajan historically maintained strong attendance records prior to the 2025 fiscal year.
Jabil directors hit 605 on TSR (good) but 348 on EBITDA margin (less good)
Almost 30% from single community, high merit, scenario model has them weak against activists
Jabil directors had MOST OVERPAYING board status in our April 3 Proxy Countdown
Sanmina
Myhili Sankaran - 43% against, attendance, 1.3% against in 2025
2 year tenure, Nom committee, founder lead Totalitarian company
Pediatrix
John Starcher - 36% against, attendance, 1.6% against in 2025
6 year tenure, Pay committee
LESSON: Investors STILL ONLY CARE ABOUT ATTENDANCE
The only directors to get votes against had attendance failures - the standard is “show up to work”, not “do a good job”
Performance metrics uncorrelated to votes
Boards are routinely REJECTING resignations UNLESS it’s politically expedient to accept (as in Cracker Barrel)
Other notable
Free Float effect: Adobe’s Dan Rosenweig went from 7% against in 2025 to 31% against in 2026. We said:
Vote against “Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to Narayen”
Men might be slightly better off than women
Average vote delt was 0.02% improvement (basically same year over year), average vote delt for women was slight degradation (0.2% more against on average)
Biggest IMPROVEMENT - sudden for votes
Netflix
The biggest year over year vote improvement was for the TWICE “deposed” director Jay Hoag at Netflix
Last year Hoag was voted out, but his resignation ignored by the board, due to attendance failures.
For showing up to one extra meeting, he went from 79% AGAINST in 2025 to 7% against in 2026
Investors were indifferent to the fact that it was the SECOND time Hoag was voted out, the SECOND time the board rejected the resignation, and his performance is at best weak and at worst horrible overall
390 TSR, 125 earnings margin
Boards of Peloton, Netflix, Zillow - and FF data has him as the dictator in charge at Peloton as board chair and a director at the controlling entities (though he “disclaims ownership” of the shares)
Every board Hoag is on is a controlled or de facto controlled entity
AO Smith and Air Products
AO Smith
Martin Lois: 9% against from 37% against
Air Products
Dennis Reilley: 1.5% against from 38% against
Paul Hilal: 2% against from 39% against
Andrew Evans: 0.7% against from 29% against!
Both were targets of activists in 2025, both not targets of activists in 2026
LESSON: Investors only care about things FOR ONE YEAR
Jay Hoag, irrespective of a 20 year tenure and multiple votes out, gets voting in since he attended the meetings
Performance metrics uncorrelated to votes
Activists cause due diligence (at both investors and ISS/Glass Lewis) - and that due diligence is ignored the following year
Directors that were targeted by activists and/or proxy advisors in one year does not carry over - despite the fact that TSR/performance has not improved
In fact AO Smith is NEGATIVE for the year
Other notable
A10 Networks
Eric Singer: 52% against from 74% against - plurality voting!
Whole board among the biggest positive changes
Bob Vitale (Bellring Brands, Post Holdings, Energizer) got 26% against at Bellring in 2026 (down from 8% against in 2025), 17% against at Energizer (up from 25% in 2025), and 1% against at Post (compared to 2% in 2025)
Votes are not person centric even remotely
That’s the Proxy Countdown for the week of June 22, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
Declassify Lululemon, plus anti-ESG losses and big dumb payouts
Lead independent directors continue to be CEOs-in-trainingLachlan Murdoch give himself more money but promises he had nothing to do with itInvestors hate ONE company’s payExxon hearts Texas and loathes ESGAnd …
Notes de l’épisode
Lead independent directors continue to be CEOs-in-training
Lachlan Murdoch give himself more money but promises he had nothing to do with it
Investors hate ONE company’s pay
Exxon hearts Texas and loathes ESG
And on the Big Vote, Matt puts on some LuluLemon
<TRADE WIRE BUMPER>
Trade Wire
Top Stories:
130 Filings since May 28th
The headlines
Lead Independent Directors are King
TYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board
$2.8M golden hello equity
StandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell Ford
Russell Ford will continue as Exec Chair until 1/1/2027
$20M golden hello
CLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession started
DEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027
MICROSOFT: Epstein Files bro Reid Hoffman stepping down
Down to 2F
GLADSTONE INVESTMENT: elected George “Chip” Stelljes, III
Immediately named to 3 committees: Compensation Committee, Nominating and Valuation
Only one woman serves on any board committee: Katharine C. Gorka
Oh wait, she’s the only woman
Stupid money
Fox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000
If the maximum stays: annual from $12M to $18M and equity from $22M to $40M
So a possible increase of $24M
“Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments”
CFOs
Cencora: $8M golden hello: $2M cash
Trade Desk: $10m golden hello
UL Solutions: special, one-time $20M equity grant to CEO Jennifer F. Scanlon
TRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEO
new CEO Michael P. Lyons will join board: golden hello $37.5M equity and $2.7M cash
Marvell Technology: director Daniel Durn resigned to become CFO: golden hello ~41$M: $1M cash
Dumb stuff
C. H. ROBINSON WORLDWIDE: special equity award for Arun Rajan, the Company’s Chief Strategy and Innovation Officer of $7.5M equity
“designed to drive strategic and talent development outcomes”
MICROCHIP TECHNOLOGY: appointed former exec Mitch Little as director
authored two books, Shiftability: Creating a Sustainable Competitive Advantage in Selling and CUSP: Leading by Serving, When Outcomes Matter Most
First one is self-published through Amazon
Second one is a .pdf and not published (48 pages)
Space Exploration Technologies Corp: elected MuskBro Roelof Botha as an “independent Common Stock Director
Smart-ish Stuff
CME GROUP: Chair/ CEO Terrence A. Duffy will become Exec Chair
CFO Lynne C. Fitzpatrick will become CEO/director
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Meh, nothing spectacular
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Since May 28th
145 meetings at large market caps
77 total SHPs from 33 companies:
Top story
Warner Bros. Discovery
pay 84% no
Sustainability ROI Report 3% yes
Joseph M. Levin 22% no; Geoffrey Y. Yang 31% no; Kenneth W. Lowe 31% no; Richard W. Fisher 31% no; Debra L. Lee 32% no; Anthony J. Noto 41% no; Paul A. Gould 52% no
EXXON MOBIL
Texas Redomiciliation 71% yes
Voyager Technologies: Texas 92% yes
Condescending SHPs
Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000 15% yes;
requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board’s recommendations 24% yes
TARGET CORP
independent board chair 39% yes
Brian Cornell 13% no
SHPs: presence of pesticides in Target’s private label brands 18% yes; reducing plastic microfiber shedding 20% yes
x Victories
HUBSPOT: Special Shareholder Meeting Improvement 79% yes
FIVE BELOW: simple majority vote standard 90% yes
El Pollo Loco Holdings: majority voting standard 71% yes
Almost
Otis Worldwide: political contributions and expenditures 45% yes
DOLLAR GENERAL: Reduce Special Meeting Ownership 42% yes
NETFLIX: Act by Written Consent 44% yes
Datadog: simple majority voting 42% yes
Hate
DICK'S SPORTING GOODS: Women's Rights Related Business Risk and Decision Framework 0.06% yes
Airbnb: Risks Relating to Digital Services 0.06% yes; Discrimination in Charitable Support 0.04% yes;Risks of Politicized Divestments 0.09% yes
Most:
Meta Platforms (10)
Report on AI Data Usage Oversight 10% yes; Annual Vote Regarding Executive Pay 27% yes; Dual Class Capital Structure 26% yes; Disclosure of Voting Results By Share Class 20% yes; Human Rights Due Diligence 4% yes; Addressing Antisemitism and Hate 7% yes; Climate Change-Related Commitments 7% yes; Integrating Child Safety into Exec Comp 3% yes'; Data Protection Impact Assessment on Gen AI 7% yes; Risks of H-1B Visa Program Use less than 1% yes
Alphabet (10)
Climate Goals Disclosure 7% yes; Water Usage & AI Report 1% yes; Equal Shareholder Voting 31% yes; Viewpoint Diversity Risk 0.16% yes; Politicized Content Moderation 0.2% yes; Immigration Policy Impact 2% yes; Data Privacy Report 6% yes; AI Board Oversight 4% yes; AI Misinformation Report 9% yes; AI Data Usage Oversight 12% yes
Other
No ESG-related shareholder proposals pass in 2026 proxy season
ESG and Anti-ESG Shareholder Proposals in 2026
“Considerations regarding what constitutes ESG proposals are necessarily subjective. In our analysis, we include proposals with clearly social goals, including proposals related to DEI or freedom of speech, or climate related goals, among others. We exclude proposals with a governance focus, such as those requesting an independent board chair or rights to call a special meeting, among others.
Say on Pay
Fidelity National Information Services: pay 30% no
98% avg yes
Apollo Global Management: pay 29% no
99% avg yes
Ulta Beauty: pay 22% no
98% avg yes
PROCORE TECHNOLOGIES: pay 37% no
classified: Nanci E. Caldwell 32% no
COMCAST: pay 42% no
Kenneth J. Bacon 20% no; Thomas J. Baltimore, Jr. 22% no
Independent chair 26% yes
Arista Networks: pay 40% no
classified: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% no
Directors
TKO Group Holdings: The Rock 20% no
MATTEL INC: 25% no: Adriana Cisneros, Diana Ferguson, Prof. Noreena Hertz, Soren Laursen, Roger Lynch, Dominic Ng, Dr. Judy Olian
Classified
Arista Networks: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% no
DOCUSIGN: Allan Thygese 22% no; Cain Hayes 27% no; James Beer 28% no
FUEL TECH: Douglas G. Bailey 23% no
Astera Labs: Michael Hurlston 32% no
Rocket Companies: Matthew Rizik 21% no
Fidelity National Financial: William P. Foley II 22% no
Zoom Communications: Lieut. Gen. H.R. McMaster 23% no
REGENERON PHARMACEUTICALS: Craig B. Thompson, M.D. 21% no; Christine A. Poon 23% no; Joseph L. Goldstein, M.D. 30% no
Other stuff
CME GROUP
In the election of one Class B-3 Director, no quorum was achieved. Therefore, Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws. She will continue to serve until her successor is duly elected at the 2027 Annual Meeting or her earlier resignation. "The Big Picture: Corporate management tried to eliminate the special rights of Class B shareholders to elect their own board directors. The shareholders successfully blocked this change—either by actively voting ""No"" or by simply not showing up to vote.
1. The Corporate Governance Proposals (Items 4 - 7): Management needed specific majorities to strip away these Class B voting rights, and they failed across the board: Item 4 (Eliminate Class B-1 Director Rights): FAILED. Management wanted to stop B-1 shareholders from electing three directors. It needed a majority of all outstanding B-1 shares to agree, but only 27.84% voted yes. Item 5 (Eliminate Class B-2 Director Rights): FAILED. Management wanted to stop B-2 shareholders from electing two directors. Only 23.37% of B-2 shares voted yes. Item 6 (Eliminate Class B-3 Director Rights): NO VOTE. Only 28.44% of Class B-3 shareholders showed up (the minimum needed to hold a vote was 33.3%). Because they lacked this ""quorum,"" the proposal was thrown out without a vote. Item 7 (The Certificate Amendment): PASSED BUT VOID. While the general pool of shareholders voted ""Yes"" to a corporate amendment, it was legally contingent on Items 4, 5, and 6 passing. Because those failed, this amendment is dead in the water and will not be filed.
2. The Board Elections (Item 8)
Because management failed to alter the rules, the traditional Class B board elections took place with the following results: Class B-1: William H. Hobert, Patrick J. Mulchrone, and Robert J. Tierney Jr. were all successfully re-elected to the board until 2027. Class B-2: Patrick W. Maloney was successfully re-elected to the board until 2027. Class B-3: No election occurred. Because Class B-3 shareholders didn't hit their 33.3% attendance turnout, they couldn't vote on a director. By default legal rules, the current incumbent, Elizabeth A. Cook, automatically keeps her seat as a “holdover” director until 2027."
KKR & Co: special: eliminate the supermajority voting requirement: failed: 98% yes but less than 90% of outstanding shares present (86.6%)
Upcoming Annual Shareholder Meetings: June 22-23 2026
Tuesday, June 23
CoStar Group, Inc. (CSGP) Real Estate Data / ~$30B+
Core & Main, Inc. (CNM) Industrial/Waterworks / ~$10B+
Two Harbors Investment Corp. (TWO)Mortgage REIT / ~$1B+
Wednesday, June 24
NVIDIA Corporation (NVDA) Semiconductor & AI / ~$3T+
Synchrony Financial (SYF) Consumer Finance / ~$15B+
F&G Annuities & Life, Inc. (FG) Insurance / ~$5B+
Thursday, June 25
Lululemon Athletica Inc. (LULU) Apparel / ~$40B+
The Kroger Co. (KR) Grocery Retail / ~$35B+
UiPath, Inc. (PATH) AI & Automation Software / ~$7B+
Blue Owl Capital Corp. (OBDC) Asset Management / ~$7B+
Box, Inc. (BOX) Cloud Content Management / ~$4B+
Terex Corporation (TEX) Heavy Machinery / ~$3B+
Dell Technologies Inc. (DELL) Tech Hardware & AI / ~$100B+
Marvell Technology, Inc. (MRVL) Semiconductors / ~$50B+
SentinelOne, Inc. (S) Cybersecurity / ~$7B+
HealthEquity, Inc. (HQY) Fintech & Health Savings / ~$7B+
Friday, June 26
Aon plc (AON) Financial Services & Insurance / ~$60B+
The AES Corporation (AES) Utility & Power / ~$11B+
United Therapeutics Corp. (UTHR) Biotechnology / ~$10B+
Select Medical Holdings (SEM) Healthcare Facilities / ~$4B+
Blackstone Mortgage Trust (BXMT) Real Estate Finance / ~$3B+
<THE BIG VOTE BUMPER>
THE BIG VOTE
Matt
Lululemon and how Chip Wilson’s Campaign proves board entrenchment mechanisms need to be dissolved - but investors seem to be confused about those mechanisms:
Wilson began an activist campaign against LULU after he didn’t get board seats he wanted, saying: “It is clear to the world that lululemon is special, but in need of change. As I have stated for years, lululemon needs visionary creative leadership to thrive. The simple truth is that the current Board lacks these skills and, as a result, lululemon is unable to win back the confidence of its critical stakeholders and regain commercial momentum. The nominees I put forward today are the change that is needed to redefine lululemon and begin this company’s next chapter of success”
He was on a disparagement rampage since late last year:
Lululemon's founder is blasting the company for selling sheer leggings, calling it a 'new low'
Lululemon founder Chip Wilson blames board for 'total operational failure' in Get Low launch
“In 2013, Lululemon recalled 17% of all its pants for being too sheer. At that point, the company blamed the manufacturing error on an incomplete testing protocol”
Wilson owned 29.22% of the stock at the time
Lululemon founder Chip Wilson launches proxy fight for board shakeup
Wilson has nominated three independent director candidates to be elected at the 2026 annual meeting and submitted a proposal to "declassify" the board so that all members must stand for election annually
Lululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon will
appoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentile
take all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026
one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting;
the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meeting
and, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting
Wilson in exchange will:
agree to not bad-mouth the company for around 18 months
vote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder Meeting
But in 2026 so far…
14 shareholder proposals were filed in an effort to remove board entrenchment mechanisms
Chevedden filed 7 of the 14
Includes simple majority, director majority voting, proxy access, and one declassification at ZScaler
Average vote for in 2026: 22%
Only SBUX simple majority SHP got >50% at 72% in favor
At LULU, Chip Wilson actually classified and hand picked most of the board he went activist against:
SAME BOARD MEMBERS THAT CHIP WILSON PICKED:
Martha Morfitt (2008)
David Mussafer (2014)
Michael Casey (2007)
Emily White (2011)
40% of the board IS CHIP WILSON’S HAND PICKED PEOPLE
Now he demands declassification
Overall, are classified boards that bad??
More insiders: 25% insiders on average vs. 21% for non classified
More consolidated influence: 41% max influence average vs. 33%
More knowledge: 43% of directors on classified boards have core industry knowledge vs. 41% on non classified
Lower tenure: Average classified tenure is 7.4 years vs. 7.9 years on non classified
Less connected: 37% vs. 46% average
Roughly the same performance: .509 vs. .496
The LULU vote trade:
The classified vote at LULU is effectively a Wilson vote:
At this point, LULU has committed to Wilson candidates AFTER the AGM (no votes on them FOR THREE YEARS as class I directors added using board size increase and post AGM agreement). The company agreed to add ANOTHER director in October for Wilson, and at least one director is resigning. Wilson has committed to not yell at the company for about 12 minutes (18 months), and gets full say over directorships. The Board shall recommend that stockholders vote and shall solicit proxies, in favor of Wilson’s proposal regarding declassification of the Board, submitted in the notice dated December 29, 2025 (the “Declassification Proposal”) at the 2026 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports its other proposals at the 2026 Annual Meeting, and the Company shall use its best efforts to have all directors and executive officers of the Company vote all shares beneficially owned by them and over which they have voting control in favor of the Declassification Proposal. If the Declassification Proposal is approved by the stockholders at the 2026 Annual Meeting, then the Company shall take all necessary actions to submit for stockholder approval at the 2027 Annual Meeting a binding proposal to approve an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to fully declassify the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and adjournments, postponements, reschedulings or continuations thereof, the “2028 Annual Meeting”).
Declassify:
You can REMOVE Wilson candidates at next AGM, they serve only 24 months
Insider power will diminish, as Wilson candidates are effectively representatives of Wilson himself (and in our influence numbers are considered activist placed
Board scenario models at Walmart, plus Amgen won’t move your piano
This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:BP Ousts a BullyNo foosball tables for the new …
Notes de l’épisode
This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
BP Ousts a Bully
No foosball tables for the new CFO at Amgen
An activist investor calls a board “lazy”
Welltower investors decide they hate the NEOs’ $1.5B in equity awards
And on the Big Vote, Matt talks Walmart
<TRADE WIRE BUMPER>
Trade Wire
Top Stories:
88 Filings since May 14th
The headlines
BP ousts chair over ‘serious’ governance, oversight concerns
The oil giant’s board removed Albert Manifold from his roles as chair and director this week, effective immediately. He faced a contingent of investor opposition at BP’s recent annual meeting.
Ousted BP Chair Hits Back at ‘Lies’ About His Conduct
Albert Manifold was abruptly fired by the oil major this week amid concerns about bullying behavior
TYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board
Schomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019
Clorox CEO Linda Rendle to Step Down for Health Reasons
The company says it will begin a comprehensive CEO search process to succeed her
NEOs
Linda Rendle 47/2016 Chair/CEO (2020-)
Nina Barton 52/2024 Group President – Care & Connection
Luc Bellet 47/2025 CFO
Stacey Grier 62/2019 Executive Chief of Staff
Angela Hilt 53/2020 Chief Legal and External Affairs Officer
Chris Hyder 50/2021 Group President – Health & Hygiene
Kirsten Marriner 53/2016 Chief Administrative Officer
Eric Reynolds 55/2015 Chief Operating and Strategy Officer
Board
5F/6M
Down to 2F
Stupid money
AMGEN INC (AMGN)
New CFO Thomas Dittrich:
$18.7M golden hello: $5.1M cash
standard relocation benefits:
Immigration;
Pre-Assignment Home Finding Trip (and any qualified eligible dependents);
Final Travel to the Host Location;
Shipment of Household Goods & Personal Effects (including the professional survey, packing, surface shipping, delivery, insurance, uncrating, unpacking, in-transit storage and reasonable import duties on used household goods and personal effects
but will NOT cover Food and perishable items, Alcohol, Pianos, Major electrical and gas appliances, Plants, Weapons, Heavy or bulky hobby equipment, such as billiards tables and exercise equipment, Jewelry, furs, precious stones, legal documents, securities, money, artwork, Non household pets or livestock, Planes, boats, motorcycles and snowmobiles
Shipment of Household Pets;
Temporary Living on Arrival in the Host Location (7 days in the Home Country prior to departure and up to 30 days in the Host Country);
Per Diem;
Car Rental for 30 days;
Home Finding
Relocation Allowance ($318k) to assist with the cost of any miscellaneous items not otherwise covered within the relocation assistance provided (e.g. voltage adapters, electrical appliances, movement of goods not covered within the policy, host local settling in costs, etc.);
ALTRIA GROUP (MO)
Salvatore Mancuso new CEO
former CEO William F. Gifford, Jr will become board consultant
golden parachute $21M equity, $250k month until end of 2026; golden hello for new CEO ~$7M equity
O REILLY AUTOMOTIVE (ORLY)
the Compensation Committee recommended a $2M stock option award for Greg Henslee, Executive Chairman
Dumb stuff
AMERICAN INTERNATIONAL GROUP (AIG)
appointed Thomas D. Stoddard
not voted on at AGM
Smart Stuff
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist investors push to oust former Target CEO from board
Mercy Investment Services, SOC Investment Group and Trillium Asset Management is urging Target shareholders to vote against the reelection of Executive Chair Brian Cornell and Lead Independent Director Christine Leahy at the retailer’s annual shareholder meeting in June. Among the reasons cited is Leahy’s oversight of the decision to retain former CEO Cornell as executive chair and special adviser, per a letter to shareholders filed in a notice of exempt solicitation on Friday.
“In our view, Target has endured years of strategic and operational missteps that have led to significant underperformance compromising long-term shareholder value,” the letter from Mercy Investment Services, SOC Investment Group and Trillium Asset Management states. “The recent CEO succession does not signal that the Board is focused on the genuine reset we believe is critical to turn the Company around.”
Bradley Radoff, who owns about 3% of Marston, the pubs group, says it should sell sites to pay down its £860m debt as shareholders are starved of returns
“I’m asking the board to be its own ‘activist’ and solve the problem immediately. The board is lazy.”
A Marston’s spokesman said: “We continuously engage with our shareholders and always welcome their views on capital allocation.”
Lululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon will
appoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentilel
take all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026
one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting;
the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meeting
and, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting
Wilson in exchange will:
agree to not bad-mouth the company for around 18 months
vote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder Meeting
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Since May 14th
206 meetings at large market caps
87 total SHPs from 44 companies: 55g 18s 14e
3 Victories
TransUnion (TRU): call a special meeting 72% yes
ON SEMICONDUCTOR (ON): simple majority voting 98% yes
Verisk Analytics: act by written consent 52% yes
8-k didn't name it
Hate
Yeah but who cares
Most: Home Depot (7)
recycling-related plastics targets less than 1% yes; packaging policies for plastics 17% yes; customer data privacy risks 9% yes; independent board chair 26% yes; biodiversity impact and dependency assessment 14% yes; sufficiency of associates’ access to healthcare 8% yes; discrimination in charitable support less than 1% yes
The most: Independent Board Chair
No victories: 43% to 12% yes
JPMorgan: 35% yes
Other
Ford Motor: Provide that All of the Company’s Outstanding Stock Have One Vote Per Share 43% yes: John Chevedden
RELIANCE, INC. (RS): requiring directors to depart the Board within nine months of failing to receive a majority vote 16% yes: John Chevedden
NEXTERA ENERGY (NEE) 2
Paris Agreement Alignment 35% yes; Net Zero Business Performance Risks 1% yes
The names of co-filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information
pay over 30% NO
WELLTOWER INC. (WELL): pay 81% no
Ade J. Patton: 25% no; Sergio D. Rivera: 25% no; Johnese M. Spisso: 27% no; Kathryn M. Sullivan: 24% no
THERMO FISHER SCIENTIFIC: pay 68% no
95% avg yes; Dion J. Weisler: 11% no
SOMNIGROUP INTERNATIONAL (SGI): 42% no
SIMON PROPERTY GROUP (SPG): 31% no
UDR, Inc. (UDR): pay 31% no
95% avg yes; Robert A. McNamara 11% no
BXP, Inc. (BXP): pay 31% no
95% avg yes; Matthew J. Lustig: 12% no; Owen D. Thomas: 10% no
CITIGROUP INC (C): pay 40% no
96% avg yes
BlackRock, Inc. (BLK): pay 35% no
97% avg yes
PLAINS ALL AMERICAN PIPELINE LP (PAA): pay 39% no
classified: 98% avg yes
Directors
TRIMBLE INC. (TRMB)
Kaigham (Ken) Gabriel 33% no; Kara Sprague 33% no; Thomas Sweet 33% no;
Other stuff
Upcoming Annual Shareholder Meetings: May 17-23 2026
Tuesday, June 2, 2026
Joby Aviation, Inc.JOBY~$10.5 Billion
Brighthouse Financial, Inc.BHF~$3.6 Billion
Viridian Therapeutics, Inc.VRDN~$1.76 BillionI
ICF International, Inc.ICFI~$1.25 Billion
Wednesday, June 3, 2026
Duolingo, Inc.DUOL~$5.0 Billion
The Carlyle Group Inc.CG~$16.4 Billion
Thursday, June 4, 2026
Walmart Inc.WMT~$945.8 Billion
SHPs
Request for Cumulative Voting for Board Elections
National Legal and Policy Center
Report on Workplace Health and Safety Governance
Oxfam America, Inc.
Report on Immigration Policy and Enforcement
SOC Investment Group
Report on Workplace Impact of AI and Automation
United for Respect
CEO Pay Ratio: 958:1
we excluded approximately 4.71% of our total associate population or approximately 100,000 associates outside of the U.S.: India (50,821) and South Africa (28,202)
Howard Hughes Holdings Inc.HHH~$3.8 Billion
Friday, June 5, 2026
Omega Healthcare Investors, Inc.OHI~$13.5 Billion
Business Roundtable Boards, plus Victoria’s Secret and vote roundups
Proof that Berkshire Hathaway has always been fake frugalCompanies following their own rulesVictoria’s Secret rejects a Brett BlundyA wrap-up of 150 meeting results over the past 2 weeksAnd on the Big Vote …
Notes de l’épisode
Proof that Berkshire Hathaway has always been fake frugal
Companies following their own rules
Victoria’s Secret rejects a Brett Blundy
A wrap-up of 150 meeting results over the past 2 weeks
And on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge
<TRADE WIRE BUMPER>
Trade Wire
Top Stories:
Filings since May 1st
The headlines
BERKSHIRE HATHAWAY
Charles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFO
Mr. Chang will be paid an annual cash salary of $8,000,000.
Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037.
Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per year
EMERSON ELECTRIC
elected Jennifer G. Newstead
3 women!
GENERAL MILLS
Long-tenured director Steve Odland (2004-) stepping down
Dana McNabb named COO, been with the company since 1999 and is also becoming a director
CFO getting a one-time $3.5M equity award while CTO is getting $2.5M
Down to 2F
Stupid money
Snap Inc (SNAP)
$14.9M golden hello equity award for new CFO Douglas Hott
Dumb stuff
DUCOMMUN
appointed Mark A. Caylor as a Class II Director
to serve for a term expiring at the annual meeting of stockholders in 2029
appointed to serve as a member of the Board’s Audit Committee
Trade Desk
Samantha Jacobson resigning as Chief Strategy Officer but will continue to serve as director
Toll Brothers
new COO Seth J. Ring added to board
OCCIDENTAL PETROLEUM
Vicki Hollub stepping down as CEO, replaced by Richard Jackson
Vicki staying on board, Jackson added 4/30 but not voted on 5/1
PLAINS ALL AMERICAN PIPELINE
appointed Cynthia B. Taylor to board
The former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability Committee
Smart Stuff
WEC ENERGY GROUP
Having reached the applicable retirement age under WEC Energy Group’s Corporate Governance Guidelines, Gale Klappa completed his service as Chairman of the Board on May 7, 2026
COMMERCE BANCSHARES
Benjamin F. Rassieur, III retired due to the mandatory retirement requirements of the Company. Mr. Rassieur had been a Board member since 1997 and was a member and former committee chairman of the Audit and Risk Committee.
TTM TECHNOLOGIES
Director John G. Mayer resigned
Resignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, per the Company’s Corporate Governance Guidelines
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Victoria’s Secret rejects activist investor Brett Blundy’s board push
Swatch shareholders reject activist investor's bid for board seat
Steven Wood, whose GreenWood fund owns about 0.5% of Swatch, had challenged the Hayek family's control of Swatch with the backing of proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis.
Swatch said he was not suited to represent shareholders.
They instead elected Swatch nominee Andreas Rickenbacher, a former Swiss politician and current director at BKW and Aebi Schmidt.
Participants in the annual general meeting rejected his appointment to the board, with 79.6% of votes against and 19.2% in favour.
Swatch's dual-class share structure has helped CEO Nick Hayek and Chair Nayla Hayek, children of founder Nicolas Hayek, maintain control: their family owns about a quarter of the equity but more than 40% of voting rights
"For the second time, the shareholders have clearly rejected his election," Swatch said.
Among non-dual class cheaters: support for Wood was at 80%, higher than the 62% in an equivalent bid last year
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Since May 1st
153 meetings at large market caps
82 total SHPs:
4 Victories
VERTEX PHARMACEUTICALS: act by written consent 57% yes
ALBEMARLE: call a special meeting 57% yes
CF Industries: excessive golden parachutes 51% yes
NRG ENERGY: call for a special shareholder meeting 56% yes
Hate
Constellation Energy: Report on DEI Initiatives 1% yes
National Center for Public Policy Research
According to 1792 Exchange’s Corporate Bias Ratings
TRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yes
The Heritage Foundation
According to 1792 Exchange’s Corporate Bias Ratings
INTERNATIONAL BUSINESS MACHINES CORP (IBM)
Report on AI Bias: 2% yes
National Center for Public Policy Research
The White House has issued an executive order specifically seeking to combat “woke” AI
Report on Discrimination in Charitable Support: 2% yes
The Heritage Foundation
IBM has a perfect score on the Human Rights Campaign’s Corporate Equality Index
Sustainability Committee By-Law Amendment 0.87% yes
National Center for Public Policy Research
“Being good might cost too much”
Plastics Packaging Policies 0.8% yes
National Legal and Policy Center
“Being good might cost too much”
(*Diversity, Equity and Inclusion Efforts 11% yes: As You Sow)
GILEAD SCIENCES: risks of ESG and DEI executive compensation metrics 0.7% yes
Bowyer Research
“Being good might cost too much”
ESG/DEI Compensation Metrics 1% yes
The Heritage Foundation
“Being good might cost too much”
transgender healthcare treatments for minors 0.4% yes
Inspire Investing
American Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Index
political bias risk oversight 0.9% yes
National Center for Public Policy Research
According to the 1792 Exchange
FIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yes
Inspire Investing
But wait: “Being good might cost too much”??
COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yes
National Legal and Policy Center
Independent Board Chair (19)
Avery Dennison: 39% yes
CORNING: 18% yes
GILEAD SCIENCES: 27% yes
WEST PHARMACEUTICAL SERVICES: 46% yes
EVERSOURCE ENERGY: 26% yes
CARVANA: 4% yes
BANK OF AMERICA: 32%
DOMINION ENERGY: 24% yes
BERKSHIRE HATHAWAY: 15% yes
AFLAC: 12% yes
PEPSICO: 26% yes
BRISTOL MYERS SQUIBB: 27% yes
ECOLAB: 26% yes
AbbVie: 39% yes
PRUDENTIAL FINANCIAL: 30% yes
DOVER: 36% yes
CORPAY: 30% yes
LOCKHEED MARTIN: 37% yes
COLGATE PALMOLIVE: 29% yes
pay over 10% NO
GOLDMAN SACHS
pay 30% no
Pay committee chair Kimberley Harris 26% no
BERKSHIRE HATHAWAY
say on pay every 3 years 66%
OMNICOM GROUP
44% no pay
avg 97% yes
MOLINA HEALTHCARE
47% no pay
avg 97% yes
Directors
classified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yes
Ummmmmmmmm?
plurality
SERVICE CORP INTERNATIONAL
Sara Martinez Tucker 17% no
C. Park Shaper 18% no
Victor L. Lund 21% no
Anthony L. Coehlo 21% no
Marcus A. Watts (Lead Ind. Director) 57% no
Ummmmmmmmmm?
The Company and its directors take the shareholder concerns expressed in the vote seriously. The Nominating and Corporate Governance Committee of the Board will carefully consider the failure to meet the majority vote requirement through the process set forth in Section 3.4 of the Company’s Corporate Governance Guidelines. The Committee will make a recommendation to the Board regarding any action to be taken in relation to its findings. The Board will act on the Committee’s recommendation and publicly disclose its determination following completion of its review.
Limit Liability of Officers (Exculpation) 52% no
CORPAY
Annabelle Bexiga 24% no
Thomas M. Hagerty 26%
Steven T. Stull 28% no
Hala G. Moddelmog 31% no
Joseph W. Farrelly 39% no
SOUTHWEST AIRLINES
Nom Committee chair Christopher P. Reynolds 39% no
Other stuff
DT Midstream: The stockholder proposal as set forth in the Proxy was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the stockholder proposal had been properly presented, the proposal would not have been approved by the Stockholders, with the votes shown 30% yes
NVR: Shareholder proposal to reduce the ownership threshold required to call a special meeting. The shareholder proposal as set forth in the proxy statement for the Annual Meeting was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the Company's shareholders; disclose greenhouse gas emissions 47% yes
RB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yes
Both in-person and virtual meetings
UNITED PARCEL SERVICE (UPS): Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share 40% yes;
Upcoming Annual Shareholder Meetings: May 17-23 2026
May 18
Valley National Bancorp (VLY) Virtual ~$4B 3/0
Vishay Intertechnology (VSH) Virtual ~$3B 3/0
May 19
JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4
PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2
Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1
Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0
Zebra Technologies (ZBRA) Virtual ~$15B 3/0
Permian Resources (PR) In-Person ~$13B 5/0
May 20
BlackRock, Inc. (BLK) Virtual ~$140B 3/2
Northrop Grumman (NOC) Virtual ~$75B 3/2
Zoetis Inc. (ZTS) Virtual ~$80B 3/0
EOG Resources, Inc. (EOG) Virtual ~$75B 3/0
GE Vernova Inc. (GEV) Virtual ~$55B 3/1
S&P Global (SPGI) Virtual ~$160B 3/0
May 21
Leggett & Platt (LEG) Virtual ~$2B 4/0
IDACORP, Inc. (IDA) Virtual ~$5B 3/0
The Home Depot (HD) Virtual ~$350B 3/2
Harley-Davidson (HOG) Virtual ~$5B 4/0
May 22
Honeywell International (HON) Virtual ~$140B 3/1
The Allstate Corp (ALL) Virtual ~$50B 3/1
Apple Hospitality (APLE) In-Person ~$3.5B 3/0
<THE BIG VOTE BUMPER>
THE BIG VOTE
AGM Date: May, 2026: Virtual
2026 Proxy
2025 Proxy
2025 Voting results
2024 Voting results
General Observations
Ownership
Institutional voting power
Vanguard %
BlackRock %
Fidelity %
Performance outliers:
Overall:
EBITDA .
.
Carbon .
.
TSR .
.
Controversies .
.
Board stuff
Committees
Audit (a)
Human Resources (c)
Governance & Nominating (n)
Finance (f)
Risk (r)
FFA Skills (Non-Executive DIrectors)
Economics and Accounting 23%
Mechanical 15%
Building and Construction 5%
Public Safety and Security 5%
Proxy Skills
Gender Power Gap -%
Other
DIRECTORS
Steven D. Black 73/2020/m fnc 10%
Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan
Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc.
Votes Against Last AGM: 3% no
SAY ON PAY
% NO 2025
CEO Pay Ratio :1
SHPs
Matt
OVERVIEW
First some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home Depot
Four lead independent directors - tenures of 26 (BLK, Gerber), 22 (JPM, Burke), 17 (Northrup, Kleiner), and 26 (Home Depot, Brenneman)
CEO tenures of 28 (BLK, Fink), 22 (JPM, Dimon), 7 (Northrup, Warden), 4 (Home Depot, Decker)
All four >30% women on board, biggest power gap at JPM (-17%)
Northrop knowledge is shit
Retail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from Hilton
Military - Grady, Roughead, Welsh
Krishna (IBM CEO) and Brown sit on IBM board together
What is that? Are they selling weapons and military devices retail?
Zero AI (Krishna closest, engineering and IBM does AI stuff), zero industrial production, zero public safety
Lowest core knowledge of the group - 17% of the board has any overlapping core knowledge at all
All four have >50% of directors connected
Whopping 771 connections in our DB for the 4 companies
All four have >50% board current or ex CEOs
All four have >50% board for whom this role is most prestigious, pays them the most for any board slots, and the current CEO picked them for the board
Only the JPM board have directors batting over 570 for TSR - everyone else below
42 of the 55 directors are below 500 for TSR
13 of BLK’s 19 directors bat below 400 on TSR
17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothing
The “Business Roundtable” Board
CEOs on boards
The presence of CEOs on the board (current or ex) for US large caps is pretty steady over the last four years - average US large cap board is 68% current or ex-CEOs today
CEOs often don’t take public board slots - of the 1,079 US large cap CEOs (including co-CEOs), only 359 are on other boards (34%) -
We know anecdotally from reports from board placement agents, though, that CEOs are involved in selecting directors - directors aren’t chosen strictly by the board, they are run through CEOs
When the CEO is chair, it’s reasonable to assume this is even more the case
So if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where?
Trade associations, non profits, college trusteeships
Overall, there are 928 connections that run through the Business Roundtable board - all members are CEOs - which is dwarfed by the 1,452 connections through the Partnership for New York City, a non profit with 300 CEOs on it
Incidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie Dimon
For the four companies this week, a majority of connections for all of them run through the BR:
THE BUSINESS ROUNDTABLE INC 213
CATALYST INC 159
The Partnership for New York City Inc 146
THE BUSINESS COUNCIL INC 139
First company to show up is IBM with 59 routes through them
Why it matters?
Independence
Groupthink
When everyone on your board basically exists in the same echochamber, do you expect different decisions at different companies or herd movement?
55 directors on the 4 boards, 31 have connections back to other directors
Of those 31, 8 have connections TO THE OTHER 3 BOARDS THIS WEEK - of these 4 companies we chose at random (large cap US), 15% of directors up for election have connections to at least one of the other boards
Phebe
Aflac’s Atlanta crew, plus vote avoidance at AIG and Ball Corp’s vote prediction
<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since April 24The headlinesAMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming …
Notes de l’épisode
<TRADE WIRE BUMPER>
Trade Wire
Top Stories:
Filings since April 24
The headlines
AMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair
Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive Chair
SOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on board
We reported as Interim last week, is now permanent
Down to 2F
Stupid money
NVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity award
RESMED INC (RMD)
$3.5M golden hello to new CFO
Former CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.
From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards.
Other stuff
CARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation accepted
Two weird board classification reshuffles:
MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, the service of Mr. Baker and Mr. Brennan on the Board is deemed to have continued uninterrupted.
GEN Restaurant Group, Inc. (GENK) : changed the Board’s composition as follows: (i) Jae Chang and David Park, the former Class II members of the Board, were appointed as Class III members of the Board, and (ii) David Kim, the former Class III member of the Board, was appointed as a Class II member of the Board, in each case effective immediately. In connection with this change, on April 29, 2026, Messrs. Chang and Park tendered their resignations as directors, contingent upon their reappointment to the Board as directors and members of Class III. On the Effective Date, Mr. Kim also tendered his resignation as a director, contingent upon his reappointment to the Board as a director and a member of Class II.
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist Starboard Pushes for Lamb Weston to Hold Investor Day
Can they work on virtual AGMs too?
The SEC tried to silence activist investors. Now they’re fighting back.
Since President Donald Trump took office, the Securities and Exchange Commission has made it harder for small and activist investors to raise concerns through the government filing system known as EDGAR. Now they’re pushing back with their own alternative platform, which they call the Proxy Open Exchange — or POE.
In less than a week, POE has 63 filings, with dozens more expected. EDGAR shows just 39 exempt solicitations so far in 2026.
Nelson Peltz’s son builds first public activist stake in Intertek
That’s it, just wanted to cite a nepo-baby
Swatch Group Investor Battle Heats Up After ISS Backs Activist
Steven Wood, founder of Greenwood Investors, is pushing to be nominated at Swatch’s upcoming meeting. ISS urged investors to vote for Wood, citing weak long-term performance and governance shortcomings, including a lack of board independence and the continued influence of the Hayek family on Swatch.
Activist investor backs Pearson boss’s contentious pay rise
The education group has put forward a revised pay arrangement that would see CEO Omar Abbosh receive up to £13M this year, up from £9M last year, deemed “excessive” by Glass Lewis and ISS.
Cevian Capital, which in recent months has steadily built its stake to just over 18% to become Pearson’s largest shareholder, insisted that the policy had “clear pay-for-performance” that would encourage “long-term value creation”.
Sackler-linked firm succeeds in bid for Ingles board seat
Summer Road LLC, the Sackler family office, was successful in their bid to earn a seat on Ingles Markets Board of Directors
Summer Road’s Chief Investment officer Rory Held was elected with support from approximately 62% of outstanding Class A shares, representing approximately 70% of the votes cast.
Shareholders Overwhelmingly Elected Rory A. Held to Ingles Markets’ Board of Directors
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
April 24-April 30
42 meetings at large market caps
22 total SHPs: (Wells Fargo 6)
Independent Board Chair
PFIZER INC (PFE) 29% yes
STANLEY BLACK & DECKER, INC. (SWK) 8% yes
JOHNSON & JOHNSON (JNJ) 23% yes
WELLS FARGO & COMPANY (WFC) 34% yes*
DOMINOS PIZZA INC (DPZ) 40% yes
departure of directors who fail to obtain a majority vote 16% yes
Act by Written Consent
BORGWARNER INC (BWA) 4% yes
Cigna Group (CI) 48% yes
HCA Healthcare, Inc. (HCA) 22% yes
report on healthcare consequences 11% yes
call a special meeting
AGCO CORP /DE (AGCO) 49% yes
SHERWIN WILLIAMS CO (SHW) 43% yes
AES CORP (AES) 35% yes
Majority Voting Standard
CITIZENS FINANCIAL GROUP INC/RI (CFG) 10% yes
WELLS FARGO & COMPANY (WFC) 48% yes
Other
G
EDISON INTERNATIONAL (EIX): Retention of Equity 37% yes
DOMINOS PIZZA INC (DPZ): departure of directors who fail to obtain a majority vote 16% yes
independent board chair requirement 40% yes
S
FASTENAL CO (FAST): EEO-1 reporting disclosure policy 22% yes
WELLS FARGO & COMPANY (WFC) Respecting Vendor Civil Liberties* 2% yes
WELLS FARGO & COMPANY (WFC) Board Committee on Indigenous Rights 5% yes
HCA Healthcare, Inc. (HCA): report on healthcare consequences 11% yes
act by written consent 22% yes
E
ARCBEST CORP /DE/ (ARCB): GHG emissions reduction targets 30% yes
WELLS FARGO & COMPANY (WFC) Energy Supply Ratio 20% yes
WELLS FARGO & COMPANY (WFC) High-Carbon Financing Litigation Risks 9% yes
10 pay over 10% NO
EDISON INTERNATIONAL (EIX): pay 22% no
Retention of Equity 37% yes; auditor 9% no
97% avg yes
FASTENAL CO (FAST): pay 11% no
WHIRLPOOL CORP (WHR): pay 31% no
82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director) 80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes
GRACO INC (GGG): pay 32% no
classified: Martha A. Morfitt (Lead Director) 21% no
PFIZER INC (PFE): pay 13% no
Joseph J. Echevarria 18% no
AMERICAN ELECTRIC POWER CO INC (AEP): pay 18% no
Sara Martinez Tucker 16% no
Prologis, Inc. (PLD, PLDGP): pay 42% no
George Fotiades (chair) 12% no
David O’Connor 4% no
Olivier Piani 2% no
Board average 97% yes
Essential Utilities, Inc. (WTRG): pay 10% no; auditor 10% no
CARLISLE COMPANIES INC (CSL): pay 13% no
EXELON CORP (EXC): pay 10% no; auditor 11% no
Directors
over 10%
AMERICAN ELECTRIC POWER CO INC (AEP): Sara Martinez Tucker 16% no pay 18% no
BALL Corp (BALL): Todd A. Penegor 40% no
Interactive Brokers Group, Inc. (IBKR): Thomas Peterffy (Founder/Chair); 12% no; Milan Galik (CEO) 12% no; Earl H. Nemser (Vice Chair) 14% no
Founder and Chairman Thomas Peterffy holds approximately 75% of the total voting power
HCA Healthcare, Inc. (HCA): Nancy-Ann DeParle 11% no
PFIZER INC (PFE): Joseph J. Echevarria 18% no
GRACO INC (GGG): classified: Martha A. Morfitt (Lead Director) 21% no pay 32% no
WHIRLPOOL CORP (WHR): 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director) 80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes
pay 31% no
HUNTINGTON BANCSHARES INC (HBAN): David L. Porteous 11% no
HUNT J B TRANSPORT SERVICES (JBHT): James L. Robo (Lead Director) 13% no
RAMBUS INC (RMBS): classified: Charles Kissner (Chair) 15% no
Prologis, Inc. (PLD): George L. Fotiades (Lead Director) 12% no
Other stuff
ARCBEST CORP /DE/ (ARCB): Redomestication (Delaware to Texas) 67% yes
SHERWIN WILLIAMS CO (SHW): the dirty trick:
shareholder ability to call a special meeting 43%
25% Special Meeting Threshold 91% yes
Upcoming Annual Shareholder Meetings: May 2-May 9
Saturday, May 2, 2026
Berkshire Hathaway (BRK.A / BRK.B) – ~$1.0 Trillion | In-person (Omaha, NE)
Cincinnati Financial Corp. (CINF) – ~$20 Billion | In-person (Cincinnati, OH)
Monday, May 4, 2026
Eli Lilly and Company (LLY) – ~$830 Billion | Virtual | 3 SHPs
Bank of America Corporation (BAC) – ~$320 Billion | Virtual
Aflac Incorporated (AFL) – ~$55 Billion | Virtual
Data Breach 6/12/25: Aflac first identified suspicious activity on its network
On the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.
By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.
The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:
Full names and home addresses.
Social Security numbers (SSNs) and Tax ID numbers.
Dates of birth.
Driver’s license and passport numbers.
Medical insurance claims and dates of service.
The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.
There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.
This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.
Tuesday, May 5, 2026
American Express Company (AXP) – ~$175 Billion | Virtual
Bristol Myers Squibb (BMY) – ~$110 Billion | Virtual
Suncor Energy Inc. (SU) – ~$50 Billion | Virtual
Wednesday, May 6, 2026
PepsiCo, Inc. (PEP) – ~$235 Billion | Virtual | 2 SHPs
Philip Morris International Inc. (PM) – ~$155 Billion | Virtual
Thursday, May 7, 2026
United Parcel Service, Inc. (UPS) – ~$125 Billion | Virtual
Duke Energy Corporation (DUK) – ~$85 Billion | Virtual
Norfolk Southern Corporation (NSC) – ~$60 Billion | Virtual
Eastman Chemical Company (EMN) – ~$11 Billion | Virtual
Friday, May 8, 2026
AbbVie Inc. (ABBV) – ~$350 Billion | Virtual
Union Pacific Corporation (UNP) – ~$145 Billion | Virtual
Colgate-Palmolive Company (CL) – ~$85 Billion | Virtual
Illinois Tool Works Inc. (ITW) – ~$75 Billion | Virtual
<THE BIG VOTE BUMPER>
THE BIG VOTE
AFLAC
AGM Date: May 4, 2026: Virtual
2024 Voting results
General Observations
Ownership
Institutional voting power
J&A Alliance Holdings Corporation 20%
Vanguard 4%
BlackRock 3%
CEO/Chair Daniel Amos 1.3%
Performance outliers:
Overall: .516
EBITDA .603
.
Carbon .830
.
TSR .517
.
Controversies .672
.
Board stuff
Committees
Audit & Risk (a)
Compensation (c)
Corporate Governance (n)
Finance & Investment (f)
Corporate Development (d)
Corporate, Social Responsibility & Sustainability (s)
Executive (e)
FFA Skills (Non-Executive DIrectors)
Economics and Accounting 24%
Food Production 6%
Computers and Electronics 6%
Administrative 5%
Mathematics 5%
Proxy Skills
Paragraph 2 of LD Bowers letter: “The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours.”
DIGITAL/CYBERSECURITY EXPERIENCE: Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation, and policy.
NO
W. PAUL BOWERS: former CEO/Chair Georgia Power (2011-2021)
ARTHUR R. COLLINS: Founder/Chair theGROUP, a government relations and strategic communications consulting firm, since 2011
MIWAKO HOSODA: Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of health
Maybe
GEORGETTE D. KISER: former CIO The Carlyle Group (2015-2019)
KAROLE F. LLOYD: CERT Certificate in Cybersecurity Oversight; CPA and retired as vice chair and regional managing partner for Ernst & Young
Audit and Risk Committee
Maybe
Karole F. Lloyd (Chair)
Georgette D. Kiser
No
W. Paul Bowers
Joseph L. Moskowitz, EVP Primerica, Inc., an insurance and investments company, from 2009 until 2014
Tim Callahan SVP, Global Security, Chief Security Officer; joined in 2014
Education
Excelsior College (University of the State of New York): BS, Liberal Studies 1992 – 1995
Community College of the Air Force: AS, Resource Management, 1986 – 1988
Gender Power Gap -12%
Other
Data Breach 6/12/25: Aflac first identified suspicious activity on its network
On the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.
By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.
The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:
Full names and home addresses.
Social Security numbers (SSNs) and Ta
Blame at Wells Fargo’s AGM, plus Ingles governance joke, Cook out, Texas reject
This is Proxy Countdown. Welcome to the big show for the week of April 20, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Tim Cook changes chairs at AppleWhile Corrie …
Notes de l’épisode
This is Proxy Countdown. Welcome to the big show for the week of April 20, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
Tim Cook changes chairs at Apple
While Corrie Barry loses hers at Best Buy
Activist investors raise the Sackler Sucks flag at Ingles Markets
Shareholders love mergers but hate merger pay
And on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo
<TRADE WIRE BUMPER>
Trade Wire
Top Stories:
30 Filings since April 16
The headlines
Apple Inc. (AAPL):
Tim Cook transitioning to Exec Chair
John Ternus promoted to CEO and director
Art Levinson, current Chair (2011-), will become Lead Independent Director
NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGM
SOUTHERN COPPER CORP/ (SCCO)
CEO Oscar Gonzalez Rocha passed away
appointed director Leonardo Contreras Lerdo de Tejada as interim CEO
BEST BUY CO INC (BBY)
Jason Bonfig promoted; succeeding Corie Barry
Corie barry leaving board
David W. Kenny stays as chair
Corie Barry will remain employed as a strategic advisor in a non-executive officer role for six months: base salary will decrease to $1,000,000, will remain eligible for a pro-rated payout of her short-term incentive award for the portion of fiscal 2027 in which she served as CEO, LT equity will continue to vest, and she will remain eligible for executive-level employee benefits
Lululemon names former Nike exec Heidi O'Neill as CEO
Golden hello: $7M equity, $2M cash
Lululemon board: 7 of 11 F
Chair Martha Morfitt
Committees:
Audit: 2 of 3 F, including chair
Nomination: 3 of 5
Pay: 3 of 5 F, including chair
Also: CFO, Chief Merchandising Officer, Chief People & Culture Officer, Chief Legal and Compliance Officer, Chief Brand & Product Activation Officer
Down to 2F
Stupid money
CrowdStrike Holdings, Inc. (CRWD): special equity award to president Michael Sentonas: target $42M, max $84M
Expedia Group, Inc. (EXPE): golden hello for new CFO Derek Andersen: $2.5M cash; $17M equity; relocation benefits: $30k per month for 13 months for rent, $325k Home Sale Assistance, 3 RT flights for him and family
there have been several reports recently linking activist investor pressure to the departure of Snap’s CFO, Derek Andersen. The timing and the surrounding circumstances strongly suggest he was part of a broader "clean slate" maneuver triggered by activist demands
Lululemon names former Nike exec Heidi O'Neill as CEO: Golden hello: $7M equity, $2M cash
MASCO CORP /DE/ (MAS): Jai Shah, Masco’s Group President, Plumbing and Wellness golden parachute ~$5.5M
REGAL REXNORD CORP (RRX): Aamir Paul will succeed Louis V. Pinkham as CEO: $8.75M golden hello, $575K cash
Dumb stuff
CARPENTER TECHNOLOGY CORP (CRS): appointed COO Brian J. Malloy to board as Class III director, with a term ending at the Company’s 2028 meeting
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Ingles Markets issued an open letter to shareholders amid an active proxy fight, urging votes for its two nominees, Rebekah Lowe and Dwight Jacobs.
The company is strongly opposing activist nominee Rory Held, arguing his ties to the Sackler family create conflicting loyalties and potential fiduciary conflicts if elected.
Activist Investor Summer Road said: "Our independent director candidate, Rory A. Held, is not a member of the Sackler family and has never worked with Purdue Pharma."
Ingles said: But, in a time when public records are available to anyone, Summer Road and Rory Held can run, but they cannot hide – although they have tried. Summer Road has accused Ingles of not understanding public company governance. However, Ingles understands public company governance just fine”
And:
Rory Held’s Loyalties Are Owed to the Sacklers, Including the Former Co-Chairman of the Purdue Pharma Board of Directors.
Rory Held is Deeply Intertwined with the Sackler Family Trusts Used to Hold Funds Salvaged from the Purdue Pharma Bankruptcy.
As a Trustee for Several Sackler Family Trusts, Rory Held Has Legal Duties of Loyalty to the Sackler Family – These Duties Don’t Disappear Even if He Serves on the Ingles Board.
Summer Road Has Hidden Rory Held’s Years of Service and Loyalty to the Sacklers from Ingles and Ingles Shareholders.
And in my favorite proxy cage fight headline of the week happening at the company Radcom: “Value Base has joined forces with the late founder’s children in efforts to oust the chairman and most of the board, including the late founder’s second wife.”
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
April 16-April 23
33 meetings at large market caps
total SHPs: 13
4 at Adobe
Act by Written Consent:
SYNOPSYS INC (SNPS): 40% yes
TEXAS INSTRUMENTS INC (TXN): 45% yes
BOEING CO (BA): 39% yes
excessive golden parachutes
HUMANA INC (HUM): 41% yes
ADOBE INC. (ADBE): 8% yes
Despite 49.5% NO on pay
independent board chair
PPG INDUSTRIES INC (PPG): 32% yes
2 Hate SHPs continue to suck
7 pay over 10% NO
ADOBE INC. (ADBE): 49.5% no
Pay Committee
Amy Banse (Chair): 15% no
Cristiano Amon: 4% no
Melanie Boulden: 4% no
David Ricks: 5% no
excessive golden parachutes SHP: 8% yes
Bank of New York Mellon Corp (BK): 45% no
Pay Committee
Elizabeth E. Robinson, Chair: 7% no
M. Amy Gilliland: 4% no
Jeffrey A. Goldstein: 5% no
K. Guru Gowrappan: 4% no
Ralph Izzo
Broadcom Inc. (AVGO): 34% no
Pay Committee Chair Harry You: 26% no
Special meetings:
Warner Bros. Discovery, Inc. (WBD): Special: Merger 99% yes; pay 83% no
DigitalBridge Group, Inc. (DBRG): Special: Merger 97% yes; pay 77% no
Directors
23 over 10%
SMITH A O CORP (AOS): dual class: class A 6 dirs 100%; common: Christopher L. Mapes 36% no; Dr. Ilham Kadri 52% no
In accordance with the Company’s Director Resignation Policy, Dr. Kadri tendered to the Nominating and Governance Committee an offer of resignation from the Board, subject to a determination of the Board whether to accept the offer of resignation. Following the tender of offer of resignation by Dr. Kadri and in accordance with the Policy, the Committee (with Dr. Kadri recusing herself) considered the offer of resignation at a meeting on April 14, 2026. Based upon, among other things, the skills and qualifications of Dr. Kadri to be a member of the Board, her past contributions to the Board, and the belief that the “withheld” votes for Dr. Kadri, who is a highly valued member of the Committee, were primarily reflective of stockholder views regarding the Company’s dual class capital structure and not because of any specific objection to Dr. Kadri, the Committee recommended that the Board reject the offer of resignation. At a meeting of the Board on April 14, 2026, the Board (with Dr. Kadri recusing herself) reviewed and considered the Committee’s recommendation and, based on the recommendation of the Committee and its reasons for the recommendation, unanimously rejected the offer of resignation of Dr. Kadri.
Super Micro Computer, Inc. (SMCI): classified: Charles Liang (CEO/Chair) 16% no; Tally Liu 29% no; Sherman Tuan 39% no
Broadcom Inc. (AVGO): Harry L. You 26% no
ADOBE INC. (ADBE): Frank Calderoni 12% no; Amy Banse 15% no; Daniel Rosensweig 31% no
Other stuff
Texas Capital Bancshares: Redomestication (Delaware to Texas): 55% NO
Subject to stockholder approval of the Texas Redomestication Proposal, the Board is requesting that stockholders provide their approval to raise the ownership threshold to submit shareholder proposals from the current level provided under SEC Rules to three percent (3%) (or$1M) of the outstanding shares: 87% no
Even the "procedural" Proposal 6 failed (31.08%), meaning shareholders didn't even want to give management extra time to lobby for the other failing items: 69% no
Upcoming Meetings (April 27-May 1)
Upcoming Annual Shareholder Meetings: April 2026
Company Name
Meeting Date
Market Cap
Genuine Parts Company
April 27, 2026
$20.6 Billion
Wells Fargo & Company
April 28, 2026
$284.9 Billion
Constellation Energy Corp
April 28, 2026
$68.2 Billion
Corteva Inc.
April 28, 2026
$41.3 Billion
Exelon Corporation
April 28, 2026
$36.7 Billion
The Coca-Cola Company
April 29, 2026
$271.4 Billion
Ameriprise Financial, Inc.
April 29, 2026
$47.2 Billion
<THE BIG VOTE BUMPER>
THE BIG VOTE
WELLS FARGO
AGM Date: April 28, 2026: Virtual
2024 Voting results
General Observations
Ownership
Institutional voting power
Vanguard 10%
BlackRock 9%
Fidelity 6%
Performance outliers:
Overall: All between .214 and .320
EBITDA .
.
Carbon .
.
TSR .
.
Controversies .
.
Board stuff
Committees
Audit (a)
Human Resources (c)
Governance & Nominating (n)
Finance (f)
Risk (r)
FFA Skills (Non-Executive DIrectors)
Economics and Accounting 23%
Mechanical 15%
Building and Construction 5%
Public Safety and Security 5%
Proxy Skills
Gender Power Gap -17%
Other
Top 6 influencers are men with aggregate 72%
DIRECTORS
Steven D. Black 73/2020/m fnc 10%
Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan
Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc.
Votes Against Last AGM: 3% no
Mark A. Chancy 61/2020/m af 3%
Former Vice Chair, SunTrust Banks
Prior Public Company Directorships: EVO Payments, Inc.
Votes Against Last AGM: 2% no
Theodore F. Craver, Jr. 74/2018/m Afn 9%
Former Chair/CEO, Edison International
Other Current Public Company Directorships: Duke Energy Corporation (Independent Chair, corporate governance committee chair; compensation and people development committee)
Prior Public Company Directorships: Edison International; Health Net, Inc.
Votes Against Last AGM: 3% no
Richard K. Davis 68/2022/m Nr 8%
Former CEO, Make-A-Wish America; Former CEO/Chair, U.S. Bancorp
Other Current Public Company Directorships: Mastercard Incorporated (human resources and compensation committee chair; nominating and corporate governance committee); Dow Inc. (and its predecessor entities) (Lead Director; audit committee chair; corporate governance committee)
Prior Public Company Directorships: Xcel Energy; U.S. Bancorp
Votes Against Last AGM: 2% no
Fabian T. Garcia 66/2024/m f 4%
Global President, Personal Care, Unilever PLC
Prior Public Company Directorships: Arrow Electronics, Inc.; Kimberly-Clark Corporation; Revlon, Inc.
Votes Against Last AGM: 2% no
Wayne M. Hewett 61/2019/m Fcr 11%
Senior Advisor, Permira; former CEO, Klöckner Pentaplast Group and Arysta LifeScience Corporation
Other Current Public Company Directorships: The Home Depot, Inc. (leadership development & compensation committee chair; audit committee); United Parcel Service, Inc. (audit committee); Resolute Holdings Management, Inc. (audit committee)
Other Leadership Service: Cambrex Corporation (Board Chair); Quotient Services (Board Chair)
Votes Against Last AGM: 5% no
CeCelia G. Morken 68/2022/f an 6%
Former CEO, Headspace; former EVP, Intuit
Other Current Public Company Directorships: Genpact Ltd (audit committee; compensation committee)
Prior Public Company Directorships: Alteryx, Inc.
Votes Against Last AGM: 3% no
Maria R. Morris 63/2018/f Rc 3%
Former EVP and Head, Global Employee Benefits business, MetLife
Other Current Public Company Directorships: S&P Global Inc. (nominating and corporate governance committee chair; executive committee; finance committee); The Allstate Corporation (compensation and human capital committee; nominating, governance, and social responsibility committee)
Votes Against Last AGM: 4% no
Felicia F. Norwood 66/2022/f r 0%
Chief Health Benefits Officer, Elevance Health, Inc.
Prior Public Company Directorships: Hill-Rom Holdings
Votes Against Last AGM: 2% no
Ronald L. Sargent 70/2014/m Can 15%
Chair/former Interim CEO, The Kroger Co.; Former CEO/Chair, Staples, Inc.
Other Current Public Company Directorships: Five Below, Inc. (compensation committee chair; nominating & governance committee); The Kroger Co. (Board Chair)
Prior Public Company Directorships: Staples, Inc. (Board Chair); Home Depot, Inc.; Mattel, Inc.
Votes Against Last AGM: 10% no
Charles W. Scharf 61/2019/m 19%
Chair (2015-)/CEO (2019-), Wells Fargo; former CEO/Chair The Bank of New York Mellon Corporation; former CEO Visa
Other Current Public Company Directorships: Microsoft Corporation (compensation committee; governance & nominating committee)
Prior Public Company Directorships: The Bank of New York Mellon Corporation (Board Chair); Visa, Inc.
Votes Against Last AGM: 2% no
Suzanne M. Vautrinot 66/2015/f r 7%
President, Kilovolt Consulting, Inc.; former Major General and Commander, U.S. Air Force, Air Forces Cyber and Air Force Network Operations
Other Current Public Company Directorships: CSX Corporation (audit committee; governance committee); Ecolab Inc. (safety, health & environment committee chair; audit committee); Parsons Corporation (corporate governance & responsibility committee chair; audit and risk committee)
Prior Public Company Directorships: NortonLifeLock Inc.
Votes Against Last AGM: 3% no
SAY ON PAY
8% NO 2025
CEO Pay Ratio 1,152:1; $94,522,642:$82,044
TSR
1-Year TSR
Absolute TSR: 26%
Relative TSR: 25th percentile
Rank: 7 out of 9
3-Year TSR
Absolute TSR: 128%
Relative TSR: 46th percentile
Rank: 7 out of 12
5-Year TSR
Absolute TSR: 224%
Relative TSR: 64th percentile
Rank: 5 out of 12
Board approved total compensation:
$31.2 million for performance year 2024
$40.0 million for performance year 2025
special $60M equity award to CEO
$9M retention cash award to Kleber Santos
Relative Return on Tangible Common Equity (ROTCE) Payout:
25th percentile: 50%
50th percentile: 100%
SHPs
Independent Chair, National Legal and Policy Center
Govern by Majority Vote, John Chevedden
Energy Supply Ratio, The Comptroller of the City of New York
Energy Supply Ratio 18% YES in 2025
High-Carbon Financing Litigation Risks, As You Sow
Board Committee on Indigenous Peoples’ Rights, American Baptist Home Mission Societies
Respecting Vendor Civil Liberties, Ridgeline Research/American Conservative Values ETF
2025 SHPs
Energy Supply Ratio 18% YES
Prevention of Workplace Harassment 15% YES
Respecting Indigenous Peoples’ Rights 12% YES
Congruency of Political Spending 11% YES
Matt
A Wells Fargo Blame game: shareholder proposal edition
National Legal and Policy Center
36 filing mentions in 2026
Shareholders request the Board of Directors (“Board”) of Wells Fargo & Company (“Wells Fargo” or “Company”) adopt as policy, and amend the governing documents as necessary, to require hereafter that that two separate people hold the office of Chairman of the Board (“Chair”) and the office of the Chief Executive Officer (“CEO”)
On July 29, 2025, the independent members of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”), consistent with the recommendation of the Human Resources Committee of the Board (the “HRC”), awarded Chief Executive Officer and President Charles W. Scharf a one-time equity award (the “Award”), consisting of Restricted Share Rights (“RSRs”) with a grant date value of approximately $30 million and 1.046 million Stock Options (“Options”).
On July 29, 2025, the Board approved and adopted the Company’s By-Laws (as amended and restated, the “By-Laws”), effective immediately. Among other things, the
Johnson & Johnson’s big swing. Plus, DOW’s new CEO, Snap layoffs, Meta man board
A 100% increase in black female CEOs at Fortune 500 companiesThe wild wild west of CFO transitionsSnap’s AI-branded mismanagement umbrellaShareholder Proposals are becoming old-fashioned againAnd on The Big …
Notes de l’épisode
A 100% increase in black female CEOs at Fortune 500 companies
The wild wild west of CFO transitions
Snap’s AI-branded mismanagement umbrella
Shareholder Proposals are becoming old-fashioned again
And on The Big Vote, Matt finally digs into wayward bandaids
<TRADE WIRE BUMPER>
Trade Wire
Top Stories:
30 Filings since April 8
The headlines
DOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive Chair
Karen is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA).
She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizations
Carter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officer
appointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot
8 CFO transitions
FEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successor
Corebridge Financial: Interim CFO received (i) a $750K special retention equity award and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.
Meta Platforms: directors Hock E. Tan and Tracey T. Travis are resigning
Hock, the CEO of Broadcom, lasted for only 2 years and bounced right after Meta said it agreed to deploy 1 gigawatt of custom artificial intelligence chips using Broadcom technology as part of a multi-gigawatt deal
Down to 2F
Meta
With Tracey T. Travis resigning, Meta’s board will–brace yourself–have only 2 female directors. But don’t worry they still have:
Dana White (domestic violence)
Tony Xu (Bro Culture allegations about DoorDash work culture
Marc Andreessen: leading anti-DEI voice in Silicon Valley: stating that the programs are "discriminatory against merit"
Peggy Alford was an executive at the Chan Zuckerberg Initiative
Zuck
Stupid money
TENET HEALTHCARE: Paola Arbour will retire from her role as CIO but will remain employed on a part-time basis in a non-executive role through April 1, 2028 to provide continuing transition services and support. Under the Agreement, Ms. Arbour will receive a weekly salary of $820. In addition, she will remain eligible to participate in the Company's medical, dental and prescription benefits, and will continue to vest and receive service credit under the Company’s Executive Retirement Account through April 1, 2028.
AeroVironment: Brad Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hour
Alphabet Inc.: equity awards for non-CEO NEOs: $130M total for 4 NEOs and an additional $22M "transition amount" following the discontinuation of the SVP Bonus program in 2025.
MARSH & MCLENNAN: Mark McGivney was appointed COO and CFO and will get $10M golden hello equity award
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Snap plans to lay off 16% of its employees, around 1,000 people, citing “rapid advancements in artificial intelligence.”
Snap’s layoffs follow demands last month from Irenic Capital Management, an activist investor whose portfolio manager wrote a letter to the Snap CEO Evan Spiegel, calling on him to reduce costs and headcount while criticizing the company’s current strategy.
In Spiegel’s memo to staff, he claimed that the layoffs would move Snap towards profitability and suggested that artificial intelligence could fill the lack of human labor.
CarMax will add two members to its board following discussions with activist investor Starboard Value, which agreed to withdraw its director nominations ahead of the company’s annual shareholder meeting
The new board members will be Jim Kessler and William Cobb, the latter of whom was one of Starboard’s two nominees to the board
Investor services and proxy advisory company Institutional Shareholder Services (ISS) announced that it has filed a federal lawsuit aimed at challenging a new Indiana law – that has been replicated in several states – that would require proxy advisers to provide what it called “a regime of state-law mandated warnings” when recommending voting against company management. Essentially: a Pledge of Allegiance to the Anti-Woke
The new law, introduced and passed earlier this year, requires proxy advisors recommending votes against management policies to make disclosures to clients and to the company if the recommendation is not based on a “written financial analysis” that considers the short term and long term financial benefits and costs of the proposal, and if the analysis has been made, to make it available upon request
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
7 meetings market cap over $1 billion
total SHPs: 2
LENNAR CORP
Equal Voting Rights for Each Share-John Chevedden 37% yes
Disclosure of Voting Results by Share Class-Treasurer of the State of Illinois 25% yes; used a Sonnenfeld paper to defend SHP 1
1 pay over 10% NO
COOPER COMPANIES: 10% no
Directors
8 over 10%
Biglari Holdings: whole board (including Sardar Biglari) averaged about 12% NO
Sardar Biglari owns 73%
LENNAR CORP
Jeffrey Sonnenfeld 19% no (HIGHEST)
Stuart Miller 14% no
Other stuff
Upcoming Meetings (April 20-24)
16 AGMs
2 special including KKR: as part of 12/31/26 sunsetting of KKR’s dual class shares: it can be done, people
7 of 14 companies have SHPs: 9 SHPs total
7 G
1 H
1 S: NC State Sen. Julie Mayfield at HCA Healthcare: report describing the healthcare consequences and impacts its hospital acquisitions in the last decade have had on impacted communities: including (i) the number of physician departures post-acquisition; (ii) a comparison of pre- and post-acquisition patient satisfaction ratings; (iii) a comparison of the number of staff per occupied beds pre- and post-acquisition
Company Name
Meeting Date
Market Cap
SHPs
April 21, 2026
$16.4B
2: GG
April 21, 2026
$94.7B
Special: as part of 12/31/26 sunsetting of KKR’s dual class shares
April 21, 2026
$19.2B
0
April 21, 2026
$68.5B
0
April 21, 2026
$38.3B
0
April 21, 2026
$43.6B
0
April 21, 2026
$26.8B
0
April 22, 2026
$92.4B
1: G
April 22, 2026
$8.2B
1: H
April 23, 2026
$578.3B
0: G
April 23, 2026
$162.5B
1: G
April 23, 2026
$88.1B
2: SG: NC State Sen. Julie Mayfield
April 23, 2026
$21.4B
Special: Merger
April 23, 2026
$31.9B
1: G
April 24, 2026
$204.7B
0
April 24, 2026
$14.8B
1: G
<THE BIG VOTE BUMPER>
THE BIG VOTE
JOHNSON & JOHNSON
AGM Date: April 23, 2026: Virtual
2024 Voting results
General Observations
Ownership
Institutional voting power
Vanguard 10%
BlackRock 8%
State Street 6%
Performance outliers:
Overall: .
Joaquin Duato .348
EBITDA .565
Mark McClellan .244
Carbon .664
Paula Johnson .127
TSR .490
Joaquin Duato .349
Controversies .288
Jennifer Doudna .017, Marillyn Hewson .041, Paula Johnson .074, Joaquin Duato .078
Board stuff
Committees
Audit (a)
Compensation & Benefits(c)
Nominating & Corporate Governance (n)
Regulatory Compliance & Sustainability (s)
Science & Technology (t)
Also: Finance (f) AND Special Committee – Orthopaedics Separation (o)
FFA Skills (Non-Executive DIrectors)
Economics and Accounting 16%
Law and Government 11%
Building and Construction 10%
Biology 8%
Mechanical 6%
Medicine and Dentistry 6%
Proxy Skills
Academia/Government: 7 out of 12
Digital: 4 out of 12
Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacy
Executive Leadership: 11 out of 12
Financial: 8 out of 12
Healthcare Industry: 8 out of 12
International Business/Strategy: 8 out of 12
Marketing/Sales: 5 out of 12
Regulatory: 8 out of 12
Science/Technology: 5 out of 12
Advanced scientific or technological degree and related work experience in a scientific or technological field
Gender Power Gap -9%
Board power: LD and CEO: 42%
DIRECTORS
Mary C. Beckerle, Ph.D. 71/2015/f St 4%
University of Utah, Distinguished Professor of Biology and Oncological Sciences
Other Public Company Boards: Exelixis (since 2024); Huntsman Corporation (since 2011)
Votes Against Last AGM: 3% no
Jennifer A. Doudna, Ph.D. 62/2018/f ns 5%
University of California, Berkeley: Principal Investigator, Doudna Lab; Founder, Innovative Genomics Institute; Nobel Prize Recipient in Chemistry (2020)
Other Public Company Boards:Tempus AI, Inc. (since 2024)
Votes Against Last AGM: 2% no
Joaquin Duato 63/2022/m F 25%
Chair/CEO
Other Public Company Boards: Hess Corporation (2019-2022)
Votes Against Last AGM: 8% no
Marillyn A. Hewson 72/2019/f Ncfo 17%
Lead Independent Director
Former CEO/Chair Lockheed Martin
Other Public Company Boards: Chevron Corporation (since 2021); Lockheed Martin Corporation (2012-2021)
Votes Against Last AGM: 3% no
Paula A. Johnson, M.D. 66/2023/f ns 3%
Wellesley College, President
Other Public Company Boards: Abiomed, Inc. (2020-2022); Eaton Vance Corp. (2018-2022); West Pharmaceutical Services (2008-2021)
Votes Against Last AGM: 2%
Hubert Joly 62/2019/m Ano 12%
Former CEO/Chair Best Buy
Other Public Company Boards: S&P Global, Inc. (since 2026); Ralph Lauren Corporation (2009-2025); Best Buy Co., Inc. (2012-2020)
Votes Against Last AGM: 3% no
Mark B. McClellan, M.D., Ph.D. 62/2013/m st 5%
Duke University: Director, Duke-Robert J. Margolis, MD, Center for Health Policy
Other Public Company Boards: Alignment Healthcare (since 2021); Cigna Corporation (since 2018)
Other affiliations: Director, Research! America; Chair, National Academy of Medicine, Consortium for Value and Science-Driven Healthcare; Director, National Alliance for Hispanic Health; Director, PrognomIQ, Inc.; Director, United States of Care; Co-Chair Guiding Committee, Health Care Payment Learning and Action Network
Votes Against Last AGM: 3% no
John G. Morikis 62/2025/m ac 14%
Former CEO/Chair Sherwin-Williams Company
Other Public Company Boards:General Mills, Inc. (since 2024); United Parcel Service, Inc. (since 2025); Whirlpool Corporation (since 2025)
Votes Against Last AGM: n/a
Daniel E. Pinto 62/2025/m aco 0%
COO JPMorgan Chase
Other Public Company Boards: none
Votes Against Last AGM: n/a
Mark A. Weinberger 64/2019/m aoS 7%
Chair/CEO Ernst & Young
Other Public Company Boards: JPMorganChase (since 2024); MetLife Inc. (since 2019); Saudi Aramco (since 2019); Accelerate Acquisition Corp. (2021-2022)
Votes Against Last AGM: 5% no
Nadja Y. West, M.D. 64/2020/f sto 4%
U.S. Army (retired) Lieutenant General
Other Public Company Boards: Nucor Corporation (since 2019); Tempus AI, Inc. (since 2024); Tenet Healthcare Corporation (since 2019)
Votes Against Last AGM: 3% no
Eugene A. Woods 61/2023/m Sc 5%
CEO Advocate Health
Other Public Company Boards: Best Buy Co., Inc. (2018-2024)
Votes Against Last AGM: 4% no
SAY ON PAY
9% NO 2025
Half of LT equity based on Relative TSR: “If TSR is negative, the percentage of target earned based on TSR performance is capped at 100%.”
CEO Total direct compensation 2023 to 2025: $21,634,615…$24,580,000…$27,142,000
Total summary: $24.3M 2024 to $32.8M in 2025
personal use of corporate aircraft of $161,687, and personal and home security services of $367,977
360 to 1 CEO pay ratio
SHP
Independent Board Chair, The Accountability Board
Human Rights Impact Assessment: 11% YES in 2025
Golden Parachutes: 5% YES in 2025
MATT:
SHOT CLOCK: 30 MIN
Stock
Up 52% 1Y, 44% 5Y
64th straight year of dividend increase
2024 PE was around 10x, now to 20x - spun Kenvue, went all in on bigger long term drug bets and shed “stability”
So if you’re basically betting the stock price and story on big future bets AND still selling the idea of “stability” with dividends but spun off the stable revenue generator of Kenvue, you have some new risk:
Dividend eats ability to make the big bets - short change the big bet costs for dividends to placate investors
Big bets eat dividends - you need the big bets to pay, if they don’t you take from investors to fund it
So you need a “big bet board”, right? You need a board that knows the pipeline of drugs, values it properly balancing investor risk, and has a long view of the potential returns
Big bet board, or big friend board?
Drug company making big drug bets should probably have medicine/drug experts:
First thing worth noticing - why are 80% of the MD/PhD members of the board women, but only 41% of the board is women?
Men: Best Buy, Sherwin Williams, JPM, EY, Duke Professor of Medicine and Policy, Advocate Health (black man)
Women: Professor biology, professor biochemistry/biophysics, Lockheed Martin, president Wellesley (black woman), Army surgeon (black woman)
Marillyn Hewson only woman without a PhD, was CEO of Lockheed which is incongruous to JnJ
Does any one board encapsulate the gap between male board standards and female board standards better?
Here’s a game - guess who doesn’t have the skill:
If you guessed the CEO does NOT HAVE ADVANCED SCIENTIFIC DEGREE OR RELATED WORK EXPERIENCE, you’d be correct
Speaking of qualifications, here is the board skill requirements for a position:
“Have expertise and experience relevant to our business and the ability to offer advice and guidance to the CEO based on that expertise and experience.”
So explain John Morikis - who spend 40 years at Sherwin Williams and has no other experience
If CEO/leadership is his core value add, you kind find CEOs everywhere
Skills matrix give Morikis “Healthcare Industry” experience - he has board positions at UPS, General Mills, Whirlpool, and Chairman of the Board of Directors for University Hospitals Health System, Inc
UH is based in Ohio - where Morikis is from - and the qualifications to join the board is be rich and be from Ohio
It’s a fundraising gig conflated into Healthcare Industry experience for the skills matrix
All of Morikis’s other skills are marketing, interna
Adobe’s succession vote, plus Paramount’s whistleblower, BP’s new CEO, AI’s proxy tilt
Trade Wire - BUY/SELLTOP STORIESproxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31THE HEADLINESJeff Shell, president and board director at Paramount Skydance, is stepping down after …
Notes de l’épisode
Trade Wire - BUY/SELL
TOP STORIES
proxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31
THE HEADLINES
Jeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violations
Shell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules.
Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee.
The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.”
His future at Paramount has been in question since the company beat Netflix in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month.
Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M:
$5M Cash Severance ($3.5M salary + $1.5M bonus)
$11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M)
12 months of COBRA benefits COBRA/Subsidies ~$30,000
According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or of the Executive”
BP's new CEO Meg O'Neill began her stint on April 1st. She is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major.
Two OpenAI Execs Are Going on Medical Leave
The company’s chief marketing officer Kate Rouch is reportedly stepping down to recover from cancer.
And Fidji Simo, OpenAI’s CEO of artificial general intelligence development — and arguably one of the AI company’s most important cogs — is taking medical leave.
“For my entire time here, I’ve postponed medical tests and new therapies to stay completely focused on the job and not miss a single day of work”
DOWN TO 2F
Global Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone)
Trade Desk:
4 directors have left since March 19
Kathryn Falberg: Resigned effective March 23, 2026
Lise Buyer: Resigned effective April 3, 2026
AppLovin: Alyssa Harvey Dawson resigning
STUPID MONEY
Bunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman
2 $3M golden parachutes at Whirlpool
James Peters, formerly Chief Financial and Administrative Officer, Whirlpool Asia
Alessandro Perucchetti, formerly President, Whirlpool North America
Broadcom: New CFO Amie Thuener ($35.4M equity/$1M cash)
Oracle: New CFO Hilary Maxson golden hello: $250K relocation costs; $26M equity (80% time-based).
Ms. Maxson will be able to select the equity vehicle for the Equity Grant as either: (1) 100% stock options, or (2) 50% stock options and 50% restricted stock units
Capital One Financial: special $2M equity award to Chief Enterprise Services Officer and Chief of Staff to the CEO Frank LaPrade: “in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company”
THE ODDITIES
Natera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGM
HUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Proxy adviser ISS recommended a vote against the BP board for revoking two resolutions from 2015 and 2019 requiring company-specific climate reporting which passed with near 100% support at the time.
At the same time, Activist shareholder Follow This agreed with ISS and warned of possible legal action after BP refused to put a separate shareholder resolution on the agenda of its April 23 AGM
Shah Capital is renewing its fight to revamp the leadership of Novavax, saying the current board has overseen a “destruction of shareholder value.”
Shah Capital, which owns 9% of Novavax’s stock, will vote against the re-election of board nominees and vote NO on Executive Pay, but will not be starting a proxy fight because it will be in the minority “against an entrenched eight-member board.”
But why is it entrenched exactly? Nine members: CEO John Jacobs (2023), Chair David Mott (2020), 7 total since 2020, and only 2 women to push around
And lastly, New Analysis Finds AI Tilts Towards Shareholder Activists in Proxy Voting
AI is currently more likely to support an activist's case for change than an incumbent Board and management team. On average the models recommended just 37% of votes for companies' entire director slates – substantially lower support than ISS and Glass Lewis, which have historically recommended all-management votes in the majority of contests, as well as actual election outcomes.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
4 meetings since 3/31/26: leagues 3 and 4
Companies with SHPs: 1
Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer Research
Say on Pay: 2 over 10% NO; 0 over 15%
Hewlett Packard 26%
Cooper Companies 10%
Directors: 96% average YES: 0 directors over 10% NO
Hewlett Packard: 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no pay
Upcoming Meetings
April 14 Moody's Corporation $82.4 Billion
April 14 BNY Mellon (The Bank of New York) $63.8 Billion
April 15 Adobe $215.3 Billion
April 16 Synopsys $85.9 Billion
April 16 Humana $17.4 Billion
April 16 PPG Industries $32.1 Billion
April 16 HP $30.2 Billion
April 17 The Boeing Company $110.6 Billion
<THE BIG VOTE BUMPER>
THE BIG VOTE
ADOBE
AGM Date: April 15, 2026: Virtual
2024 Voting results
General Observations
Ownership
Institutional voting power
Vanguard 10%
BlackRock 9%
Performance outliers:
Overall: .629
Dheeraj Pandey .463
EBITDA .765
Dheeraj Pandey .068
Carbon .762
David Ricks .410
TSR .418
Dheeraj Pandey .266
Controversies .671
David Ricks .282
Board stuff
Committees
Audit (a)
Executive Compensation (c)
Governance & Sustainability (n)
Skills (Non-Executive DIrectors)
Economics and Accounting 22%
Computer and Electronics 8%
Communications and Media 5%
Medicine and Dentistry 5%
Technologist: Directors with expertise in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development
3/11 directors: lowest category
AI Experience: Directors with experience leading AI transformation in companies.
8/11 directors: Really??
Calderoni: an accountant and CEO of a provider of global talent solutions
Narayen
Adobe CEO to Step Down in Face of Investor Concerns Over AI: Shantanu Narayen’s planned departure comes at a moment when investors are scrutinizing Adobe’s AI positioning and questioning how well its subscription model will hold up against faster-moving generative AI competitors
Adobe stated the need for new leadership under AI growth as the reason for his departure.
Oberg: CFO Marriott
Ricks: CEO of a pharmaceutical company
Rosenweig: CEO of an online textbook rental company
Gender Power Gap -9%
Narayen will remain in the position until a successor has been appointed and will stay on as board chairman
Working with Lead Director Calderoni on successor
Decision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to consider
Governance and Sustainability Committee: “if requested by the Board, assisting the Board in reviewing and assessing performance, management development and succession planning for our senior management, including our CEO”
DIRECTORS
Cristiano Amon 55/2023/m c 7%
CEO, Qualcomm
Other Public Company Boards: Qualcomm
Votes Against Last AGM: 3% no
Amy Banse 66/2012/f Cn 11%
Partner, Mosaic General Partnership
Other Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024)
Votes Against Last AGM: 12% no
Melanie Boulden 53/2020/f c 6%
Former Chief Growth Officer, Tyson Foods
Other Public Company Boards: Cal-Maine Foods
Votes Against Last AGM: 3% no
Frank Calderoni 68/2012/m N 11%
Lead Director; Former CEO, Velocity Global
Other Public Company Boards: Anaplan (Chair 2017 to 2022)
Votes Against Last AGM: 11% no
Laura Desmond 60/2012/f a 4%
CEO, Smartly.io
Other Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020)
Votes Against Last AGM: 5%
Shantanu Narayen 62/2007/m 28% no
Chair/CEO
Other Public Company Boards: Pfizer Inc. (Lead Independent Director)
Votes Against Last AGM: 11% no
Spencer Neumann 56/2022/m a 4%
CFO, Netflix
Other Public Company Boards: None
Votes Against Last AGM: 2% no
Kathleen Oberg 65/2019/f An 6%
Former CFO, Marriott International
Other Public Company Boards: None
Votes Against Last AGM: 3% no
Dheeraj Pandey 50/2019/m a 2%
Chair/CEO, DevRev
Other Public Company Boards: Nutanix (Chair 2009 to 2020)
Votes Against Last AGM: 2% no
David Ricks 58/2018/m c 12%
Chair/CEO, Eli Lilly
Other Public Company Boards: Eli Lilly (Chair)
Votes Against Last AGM: 3% no
Daniel Rosensweig 64/2009/m n 9%
CEO/Co-Chair, Chegg
Other Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc.
Votes Against Last AGM: 7% no
SAY ON PAY
21% NO 2025
Net New Sales
as a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target shares
as a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target shares
Equity Awards Granted by the Committee
2024: $40.5M for CEO ($92M for all NEOs)
2025: $45.5M for CEO ($104.5M for all NEOs)
CEO: security services $880,354; personal use of our corporate jet $255,119; CEO Pay Ratio 217:1
SHP
Golden Parachutes
John R. Chevedden 47% YES in 2025
Board Matrix
Comptroller of the City of New York: New York City Employees’ Retirement System, the New York City Teachers’ Retirement system and the New York City Police Pension Fund
Civil Liberties in Digital Services
American Conservative Values ETF (“for ideologically Conservative investors” which translates into 3 creepy older white dudes)
Boycott 57 companies (including Apple, Disney and Target)
Stand Against Woke Liberal Investments: We’re taking decisive action against the liberal agenda infiltrating our financial world.
It’s time to combat:
Big Tech and Banking elites silencing conservative voices
Corporate “woke-ism” masquerading as social responsibility (DEI, Net-Zero)
Media companies spewing liberal propaganda
CEOs pushing their political agendas and bankrolling socialist causes
Attacks on our right to express religious beliefs
Assaults on our constitutional right to bear arms
The blatant disregard for the sanctity of human life
NO CRITERIA LISTED: “We avoid companies that promote liberal causes or alienate conservative customers and employees. Our process is qualitative and evaluates a company’s long-term reputation, business practices, and how it compares to peers in its industry”
Retirement Plan Climate Risk
As You Sow
New segment called ON THE CLOCK
I set a timer for 30 minutes to pull through all Free Float data and come up what I would want on this board. Set myself up for game time - making a voting decision.
ON THE CLOCK:
Free Float stat sheet:
Demo
Average birth year: Lyndon Johnson (1967)
Average 74% demographic similarity between board members
Average tenure = 10 years, 5 directors >10 years, Rosensweig at 17 to Narayen’s 18
Power:
Max influence: CEO Shantanu Narayen (28%)
Daniel Rosensweig (11%) and Frank Calderoni (10%) are on deck
36% women, -9% gender power gap
Brains
82% advanced degree/elite school directors
Only 8% director merit - mostly fails on performance, you get a lot of interconnected CEOs instead
12% experience overlaps
Friends
82% connected directors (ranks in top 10 for ALL IT sector companies in US/CA/AU/GB)
6% have direct connection in common overlaps
Behaviors
Ranked as atypical overpayer of the CEO - compared to all other large cap IT companies, Adobe’s summary, realized, realized:summary ratio, ceo pay ratio together were near the top (overpay) and abnormal relative to performance (atypical)
Performance
3 directors of 11 in the last 3yr rank above average on CEO pay ratio batting average - they like paying CEOs
3 yr TSR batting average was abysmal (highest .311, average was .241 - below the bottom quartile)
CAREER TSR batting average average .369, with three directors below .300 (Melanie Boulden, Dheeraj Pandey, Spencer Neumann)
Gaps:
EBITDA batting average across every director tenure just at Adobe averages .872 - during every director’s tenure at Adobe, they’re producing earnings nearly in the top 10% of peers - but TSR batting average at Adobe across tenures average .296
GAP 1: THEY DON’T GET PAID FOR THEIR EARNINGS
Marketing gap? Is the market improperly valuing Adobe? Worried about wrong things?
They’ve done this while averaging .761 on controversies at Adobe - meaning earnings without controversies, so market isn’t punishing them for bad behavior, just not valuing the sustainability or long term narrative of the earnings
Also explains the high CEO pay - the pay narrative is structured around TSR (market performance), but the company is paying him for earnings - is it actually high? Or do they just have a massive narrative gap?
There are FIVE directors tagged as having marketing/communications knowledge in their backgrounds: Rosensweig, Narayen, Ricks, Boulden, Desmond
Are they being underutilized? Or are they just bad at it?
All tagged as having knowledge from education - degree attainment, schooling - NONE from industry
One of the knowledge types we tag is Design - despite being a design software firm that helps creatives, only the CEO Shantanu Narayen was tagged with design knowledge - in fact, the skills matrix for directors DOESN’T EVEN INCLUDE A SKILL RELEVANT TO THE USE OF THE PRODUCTS (leadership x2, business dev, AI, ops, finance, legal, sales, technologist, board service)
GAP 2: KNOWLEDGE CONSOLIDATED WITH CEO
Iger corollary: when the CEO is the ONLY one on the board with direct knowledge of how to use or create the product, the information asymmetry between board and executive is wide enough to preclude dissent
Becomes a big problem when the CEO needs to be replaced…
Team resume reads like a big tech minor league team:
Amon: Qualcomm (baby semiconductor chips)
Banse: The online strategy for Comcast (they have an online strategy?)
Boulden: Tyson Foods “ecommerce portfolio” (isn’t that called “sell stuff via Stop and Shop?)
Calderoni: Velocity Global and Anaplan (“talent solutions”), and prior, Red Hat (open source tech!), background in SanDisk (flash disk storage!), Cisco (piping the internet!), QLogic (network storage!)
Desmond: Eagle Vista Partners, Providence Equity Partners - the G league of VC/PE?
Neumann: CFO of Netflix who was Blizzard’s CFO, was Disney CFO, ALSO from Providence Equity Partners (connection alert)
Kath
Vote with data top list, plus equity awards, ballooning pay, and activists like dudes
Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets95 Filings since March 27The headlines:Air Canada CEO will retire this year after his English-only crash message was …
Notes de l’épisode
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
95 Filings since March 27
The headlines:
Air Canada CEO will retire this year after his English-only crash message was criticized
Michael Rousseau is stepping down following a massive public outcry after he delivered a condolence video almost entirely in English regarding a fatal plane crash that killed a French-speaking pilot.
Critics and politicians, including Quebec’s Premier, were outraged that Rousseau failed to fulfill a high-profile 2021 promise to learn French, viewing his English-only response to a tragedy as a sign of deep cultural disrespect.
Air Canada’s board has launched a global search for a successor and explicitly stated that fluency in both English and French is now a non-negotiable requirement for the next CEO.
The company clarified that while a "comprehensive internal development program" has been in place for two years, the recent controversy accelerated the timeline for his departure.
Rousseau will officially retire at the end of the third quarter (September 30, 2026), staying on until then to ensure a "seamless transition" and assist the board during the handover.
Air Canada CEO Michael Rousseau initially stated he did not intend to step down following backlash over an English-only video regarding a runway incident
Super Micro Computer, Inc. (SMCI)
indictment of three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations:
Yih-Shyan "Wally" Liaw, SVP Business Development and a member of the Company's Board of Directors
Ruei-Tsang "Steven" Chang, a sales manager in Taiwan
Ting-Wei "Willy" Sun, a contractor
The Company has placed the two employees on administrative leave and terminated its relationship with the contractor
Mr. Liaw has also resigned as a member of the Company’s Board of Directors
Mr. Liaw’s resignation was not the result of a disagreement with the Company
Clean-up crew: The Company also announced that it has appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately.
Succession Planning??
WEST PHARMACEUTICAL SERVICES INC (WST): Eric M. Green CEO/Chair stepping down once a successor is found
ADOBE INC. (ADBE): CEO/Chair Shantanu Narayen resigning when successor found; will remain as Chair
Down to 2F
Arthur J. Gallagher & Co. (AJG): Sherry Barrat retiring down to 2/9
Corebridge Financial, Inc. (CRBD): Rose Marie Glazer and Adam Burk resigned 2/11
INCYTE CORP (INCY): Susanne Schaffert retiring 2/8
Stupid money
Datadog, Inc. (DDOG): appointed Dominic Phillips
As an inducement for Mr. Phillips to join our Board in a highly competitive market, in recognition of his extensive professional experience and expected contributions to the Company, and in order to further align his interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Mr. Phillips under the Director Compensation Policy upon his appointment from $400,000 to $600,000.
ALNYLAM PHARMACEUTICALS, INC. (ALNY)
special equity award to CEO Yvonne Greenstreet: up to $89m equity
CEO (2022-); COO (2016-2022)
more than three decades of leadership in the biopharmaceutical industry: Head of Medicines Development at Pfizer; and Chief Strategy Officer at GlaxoSmithKline
medical degree and practiced as a clinician before earning her MBA from INSEAD
Students must prove knowledge of at three languages by graduation.
Chair Amy Schulman (16%); CEO (20%); Colleen Reitan (7%); Margaret Hamburg (6%): -9% male gender gap!
LAS VEGAS SANDS CORP (LVS)
appointed Patrick Dumont as Chairman, Chief Executive Officer
CFO Randy Hyzak from $1.2M/150%/175% to $1.35M/200%/250%
Base Salary Increase: +$150,000
Short-Term Upside: +$900,000
Long-Term Upside: +$1,275,000
Total Annual Increase: $2.325 Million (a 45.6% jump in total earning potential)
GC D. Zachary Hudson from $1.3M/175%/200% to $1.6M/200%/425%
Base Salary Increase: +$300,000
Short-Term Upside: +$925,000
Long-Term Upside: +$4,200,000
Total Annual Increase: $5.425 Million (an 87.8% jump in total earning potential)
Alphabet Inc. (GOOG, GOOGL)
CEO Sundar Pachai: up to $692m equity over next for 3 years = $631,000 per day
Workday, Inc. (WDAY)
Aneel Bhusri, Workday’s co-founder and Executive Chair, promoted to CEO: up to $270m equity
WASTE MANAGEMENT INC (WM)
Ms. Rankin received a cash bonus of $1 million in recognition of the value delivered to stockholders as a result of her leadership in completing the orderly transition of the CFO role to her successor and her important contributions toward the integration of our Healthcare Solutions business
DEERE & CO (DE)
one-time equity awards to 3 NEOs: John C. May $25M; Ryan D. Campbell $5M; Deanna M. Kovar $5M
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist investor seeks to oust Americold Chair Mark Patterson over “problematic boardroom behavior”
Sieve Capital is pushing Americold Realty Trust to remove Mark Patterson as the chairman of the firm’s board of directors, citing his tenure on the board of scandal-ridden office landlord Paramount Group.
Irenic Capital is demanding the ousting of Teleflex Chairman Stephen Klasko following CEO Liam Kelly’s abrupt resignation in early 2026 without a clear succession plan. The activist alleges that the board is "drifting" under interim leadership.
Under a cooperation agreement with activist investor Elliott Investment Management, Norwegian Cruise Line Holdings has appointed five new independent directors: Alex Cruz, Kevin A. Lansberry, Steve Pagliuca, Brian P. MacDonald, and Jonathan Z. Cohen. Simultaneously, long-serving board members Stella David, David M. Abrams, Harry C. Curtis, and Mary E. Landry have resigned, while current CEO John W. Chidsey has assumed the additional role of Chairman.
Responding to pressure from activist investor Jana Partners to explore a sale, Six Flags Entertainment has appointed Richard "Dick" Haddrill as its new Executive Chairman to lead a strategic refresh focused on profitability and shareholder value. As part of this leadership shift, former chair Marilyn Spiegel has transitioned to the role of Lead Independent Director, while board member Jennifer Mason is set to depart the company by not seeking re-election at the upcoming 2026 annual meeting.
Following a cooperation agreement with activist investor Ed Garden, Fortune Brands Innovations (maker of Yale and Master Lock) rescinded the appointment of incoming CEO Amit Banati before his May start date and committed to restarting its search. As part of the governance overhaul, outgoing CEO Nicholas Fink will proceed with his departure, while Susan Kilsby assumes the role of Executive Chair and Ed Garden joins the board to oversee the transition.
Despite Amit Banati never officially starting the CEO job at Fortune Brands Innovations (the Yale padlock maker), he is walking away with a massive payout of approximately $18.35 million.
This was originally designed to compensate him for the millions in stock and bonuses he forfeited by leaving his previous role as CFO of Kenvue.
$8 million in a one-time cash award.
$6 million in accelerated restricted stock units (RSUs).
$4.35 million in additional cash payments for other forfeited incentives.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
27 meetings market cap over $1 billion since 2/27/26
Companies with SHPs: 5
STARBUCKS CORP (SBUX)
Independent Board Chair 12% yes
Report on Detransitioning 0.93% yes
Report on Diagnostic Tools 0.72% yes
Risks of Excluding Religious Charities 0.66% yes
Repro & Gender Care Gaps 0.59% yes
Supermajority to Majority 94% yes
Keysight Technologies, Inc. (KEYS)
Call for a Special Shareholder Meeting 64% yes
Walt Disney Co (DIS)
1 not presented
how the employee gift-matching program may impact risks related to religious discrimination against employees 0.79% yes
Cumulative Voting for Board Elections 3% yes
Accessibility & Disability Inclusion Practices 5% yes
DEERE & CO (DE)
Report on the Return on Investment of Emission Reduction Goals 1% YES
Shareholder Right to Act by Written Consent 38% YES
Report on Faith-Based Business Resource Groups 0.6% YES
ANALOG DEVICES INC (ADI)
Special Meeting Rights 38% yes
Say on Pay: 5 over 10% NO; 0 over 15%
Directors: 13 directors over 10% NO
Highest: Heico: Alan Schriesheim 27% no; Mark H. Hildebrandt 26% no
Upcoming Meetings
April 8 Lennar Corporation $42.5 Billion
April 9 Dow Inc. $40.1 Billion
April 14 Moody's Corporation $82.4 Billion
April 14 BNY Mellon (The Bank of New York) $63.8 Billion
April 15 Adobe $215.3 Billion
April 16 Synopsys $85.9 Billion
April 16 Humana $17.4 Billion
April 16 PPG Industries $32.1 Billion
April 16 HP $30.2 Billion
April 17 The Boeing Company $110.6 Billion
<THE BIG VOTE BUMPER>
THE BIG VOTE
PROXY PREGAME
TOP TEN LISTS: Here’s how mid 2010s Buzzfeed would have given you important information about the makeup of boards - top ten lists on some of the most advanced (and concerning) data points on directors and boards
Most similar board
Methodology: look at pairwise similarities between directors on demographics (race/ethnicity, age, gender), experience (knowledge, schools, industry careers), and connections in common - boards where most pairs of directors are similar are at risk of white man think
Companies
LIBERTY MEDIA CORPORATION
malcolm ian grant gilchrist
Audit member, nom member, pay chair
75 yo male, 89% connected
EDISON INTERNATIONAL
michael camunez
Audit member
56 yo male, 91% connected
Carnival Corporation
joshua weinstein
CEO!
CMS ENERGY CORPORATION
ralph izzo
68 yo white male, 89% connected
Audit member
DELL TECHNOLOGIES INC.
david wyatt dorman
72 yo white male, 75% connected
Nom member, pay member
PG&E CORPORATION
john o. Larsen
61 yo white male, 81% connected
Pay member
BLACKSTONE INC.
stephen schwarzman
CEO!
APPLE INC.
alex gorsky
Nom member, pay member, 64yo white male
GENERAL MOTORS COMPANY
mary teresa barra
CEO!
INTERNATIONAL BUSINESS MACHINES CORPORATION
alex gorsky
LID! 86% connected, 64 white male
Most overpaying boards
Methodology: look at CEO pay ratio relative to industry and size peers, rank companies, assign individual directors performance (low CEO pay ratio = high batting average). Then figure out which boards are stocked with directors who love giving out high CEO pay ratios
LUMENTUM HOLDINGS INC.
WESTERN DIGITAL CORPORATION
WALMART INC.
S&P GLOBAL INC.
JABIL INC.
BLACKSTONE INC.
THE COCA-COLA COMPANY
CITIGROUP INC.
UNITED PARCEL SERVICE, INC.
ROSS STORES, INC.
Subcategory - highest RAW realized pay - these directors have, in the last 7 years, handed out in aggregate the MOST CEO PAY
TESLA, INC.
$290,624,003,934
PALANTIR TECHNOLOGIES INC.
$46,124,772,105
APPLE INC.
$17,450,467,247
NVIDIA CORPORATION
$15,975,069,499
BROADCOM INC.
$15,680,049,364
AIRBNB, INC.
$14,695,739,927
ALPHABET INC.
$12,585,082,005
MCKESSON CORPORATION
$11,547,064,168
BLACKSTONE INC.
$11,430,311,796
AXON ENTERPRISE, INC.
$10,332,348,727
Least merit board
Methodology - merit is measured using 5 factors: knowledge (how deep you know the industry), economic stake (are you an owner or activist), leadership (current/ex-CEO, chair, or LID), connections (above average network power), or performance (demonstrated track record at multiple boards). Any 3 factors, you get tagged as meriting at least on paper a board slot. These boards had NO directors get tagged for merit.
MONOLITHIC POWER SYSTEMS, INC.
HILTON WORLDWIDE HOLDINGS INC.
CHARTER COMMUNICATIONS, INC.
MARRIOTT INTERNATIONAL, INC.
OCCIDENTAL PETROLEUM CORPORATION
SYSCO CORPORATION.
ILLINOIS TOOL WORKS INC.
HUNTINGTON BANCSHARES INCORPORATED
FIRST SOLAR, INC.
KEYSIGHT TECHNOLOGIES, INC.
And these had the most:
MASTERCARD INCORPORATED.
APPLE INC.
CAPITAL ONE FINANCIAL CORPORATION
The Bank of New York Mellon Corporation
JPMORGAN CHASE & CO.
REALTY INCOME CORPORATION
EQUITY RESIDENTIAL
NATERA, INC.
EXTRA SPACE STORAGE INC.
LIBERTY MEDIA CORPORATION
Most knowledgeable board
The Bank of New York Mellon Corporation
REALTY INCOME CORPORATION
APOLLO GLOBAL MANAGEMENT, INC.
METLIFE, INC.
JPMORGAN CHASE & CO.
EXTRA SPACE STORAGE INC.
COINBASE GLOBAL, INC.
INTERCONTINENTAL EXCHANGE, INC.
AMERIPRISE FINANCIAL, INC.
MOODY'S CORPORATION
Least knowledgeable board
VALERO ENERGY CORPORATION
FERGUSON ENTERPRISES INC.
LIVE NATION ENTERTAINMENT, INC.
ROCKET LAB CORPORATION
HILTON WORLDWIDE HOLDINGS INC.
MARRIOTT INTERNATIONAL, INC.
CINTAS CORPORATION
ROYAL CARIBBEAN CRUISES LTD.
Altria Group, Inc.
MCDONALD'S CORPORATION
Worst performing boards
Boards in the bottom third for TSR on average, payouts >$1bn for CEOs, <25% board members have merit, > average similarity between each pair of directors - it’s bananas on paper these boards would ever get more than 5% approval from just the investor trolls
ADOBE INC.
OCCIDENTAL PETROLEUM CORPORATION
Carnival Corporation
Worst performing director
These 6 directors hit all the bottoms: bottom quartile TSR, 3+ boards actively, oversight lapses (controversies) everywhere, 0 merit on any boards, hugely connected, >average similarity to the fellow directors (ie, you already have this on your board, why get more??), and one of them even has the fun distinction of being in the Billion Dollar Payout club (paid >$1bn to CEOs in realized pay)
Carnival Corporation: jason glen cahilly
FIFTH THIRD BANCORP: mike van de ven
KEURIG DR PEPPER INC.: mike van de ven
UBER TECHNOLOGIES, INC.: turqi alnowaiser
NIKE, INC.: robert swan
Billion Dollar Pay Club! $3.2bn paid out so far despite being on boards with a whopping 9 TSR flags - 9 times flagged as bottom quartile TSR!
ULTA BEAUTY, INC.: gisel ruiz
WELLS FARGO & COMPANY: clesteen clark
Best director
Directors with >.600 TSR, <3 TSR flags, >.600 controversies, <25% connected to their boards, core knowledge of the industry/issues, tagged as having merit overall, >3 boards ever - I mean, super high bars - the easy vote FOR on paper
INTEL CORPORATION: craig h. barratt
INTUITIVE SURGICAL, INC. ISRG: craig h. barratt
COMFORT SYSTEMS USA, INC.: herman eugene bulls
INSMED INCORPORATED: carol schafer
ROBINHOOD MARKETS, INC.: paula loop
Live from CII Spring Conference 2026: Bertram, sausage sandwiches, and Starbucks
Thanks to Adam, Felix and the Tallen AV team. Thanks to the Council of Institutional Investors for having us, and hopefully we alienated just enough people to get invited back.This is Proxy Countdown. Welcome …
Notes de l’épisode
Thanks to Adam, Felix and the Tallen AV team. Thanks to the Council of Institutional Investors for having us, and hopefully we alienated just enough people to get invited back.
This is Proxy Countdown. Welcome to the big CII show for the week of March 9, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s very special CII-scented proxy countdown:
A peek into what we do and who we are: storytellers of ESG data and events backed by our exhaustive data set of director performance analytics covering 220,000 directors.
Trends we are following into the 2026 proxy season
Some dippy poll questions to keep you awake and hopefully lots of audience questions.
And on the Big Vote, Matt takes a deep caffeinated dive into Starbuck’s upcoming annual meeting
Matt intro
Trade Wire - BUY/SELL
Top Stories:
What’s the deal with conference food? Wait, that’s the wrong script.
Let’s start with a few small appetizers before we move on to our big trends of the year. In no particular order:
How about this half-win for Ethics at Luminar Technologies?
following a Code of Business Conduct and Ethics inquiry by the Audit Committee CEO and Chair Austin Russell and director Jun Hong Heng immediately resigned. However, the former CEO will remain on the Board AND be available to the incoming CEO on transition and technology matters.
How about this new version of a CEO Pay ratio?
Jabil’s former Executive Chair Mark Mondello, who just stepped down with a Consulting Agreement until 2028–we are seeing a lot these actually, consulting agreements that extend until the end of the rainbow–where he will provide advisory and strategic services when requested for a monthly consulting fee of $145,833 resulting in a Consulting Agreement pay ratio of 144:1
Got that? He will earn 144 times the Median employee ($12,144) when requested.
Dollar Tree added three directors to the board named Mike, Bill, and Tim. Considering they already have a Jeff, Dan, Tom, Paul, and Ned, it’s no surprise that the man with the lowest influence (6%) according to Free Float Analytics is a complicated fellow named Bertram. I knew that joke would fail
Fallout from the Epstein files included two high-profile exits: Goldman Sach’sChief Legal Officer Kathryn H. Ruemmler and Hyatt Hotels’ Executive Chair Thomas J. Pritzker. But how about this for a twist:
Despite numerous headlines, neither filing explicitly cited the reason for their departure: Goldman’s was incredibly terse, in fact probably the shortest filing statement I’ve seen in months: “Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc., effective June 30, 2026.”
And at Hyatt Hotels, whileThomas Pritzker resigned immediately as chair–that’s their words not mine–he will actually stay and serve the remainder of his term as a director until May.
The board of sandwich company Portillo’s each listed their favorite menu items in the company's proxy statement:
6 directors named sandwiches: an Italian Beef, dipped with Hot Peppers for CEO Michael Osanloo and a sycophantic Italian Beef with Hot Peppers and Cheddar for board Chair Michael Miles, Jr.
but Audit Committee chair Ann Bordelon went completely rogue and picked "chocolate cake.” At a sandwich company. But maybe chocolate cake is the accurate risk averse choice for an Audit Committee chair?
POLL: YES or NO: Will a director be voted out in an uncontested election this year for a reason OUTSIDE OF ATTENDANCE at a big US company?
And lastly at Netflix, where an astounding 79% of shareholders rejected the reelection of lead independent director Jay Hoag. This vote is no aberration: 55% voted NO in 2020, 49% voted NO in 2017, and 49.7% voted NO in 2014. Mind you, this is a classified board so he’s only up for election every 3 years. Despite this, the Netflix board turned on its Bose QuietComfort Ultra Bluetooth Noise-Canceling Headphones, rejected the will of shareholders, and said: “Mr. Hoag’s continued service as a member of the Board is in the best interests of … its stockholders.” Ouch.
Moving on to trends: One of the benefits of looking at 85 million 8-k filings every week is an ability to pick up on trends:
Director golden hellos are becoming more of a thing:
At Palo Alto Networks 2 new directors will each receive a golden hello equity grant worth $1M, in addition to their annual pay of about $400,000. That sounds like true independence.
But MicroStrategy really steals the show here: as they will now grant new directors a golden hello package consisting of $2M in equity.
Just 19 days after their last annual meeting, MicroStrategy snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. All of this before shareholders even have a chance to learn how to pronounce his last name.
Speaking of Peter Briger, Jr. Said me, the only person ever to utter that phrase: our next trend is Circumventing democracy: companies being sneaky less than thirty days after their annual meetings. Matt has a fuller dataset but my favorites are when they get appointed to the board and multiple committees before anyone has time to say geshundeit:
22 days after their annual meeting, Uber appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating AND Compensation Committees.
International Flavors & Fragrances added Virginia Drosos to the board as well as to three board committees only one month after their annual meeting
And The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit Committee
Here’s the point: they had to know during the annual meeting that they were bringing a new director on? They purposefully didn't tell anyone. They could have said something. Anything. Like, we’re interviewing some people… or… you’re going to have a new brother soon but we’ll still love you the same.
American Water Works Company appointed Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee
Pitney Bowes appointed Brent Rosenthal.
Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting
PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.
And MicroStrategy snuck Peter L. Briger, Jr. onto the board 19 days after their annual meeting and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation
The next trend we’re seeing is the Board to C-Suite promotion trend, which calls into question board members’ true independence. There are several but the big ones are:
At Verizon: lead director Dan Schulman became CEO and got a golden hello package worth about $60M
At IonQ, Lead Director Inder M. Singh became CFO/COO and got a $25M golden hello award
Duolingo found its new CFO from its board: that’s Gillian Munson, Director since 2019 & Audit Committee chair, who gets a $14M CFO golden hello
PayPal promoted its independent Chair, Enrique Lores, into the CEO role
At Sonos Tom Conrad jumped from his board seat into the CEO throne
And Apogee promoted long-tenured director and independent Chair Donald Nolan to CEO: “The board cited his deep understanding of the company and decades of leadership experience as key factors for the transition.”
At F5, director Michael Montoya resigned and was immediately appointed CTO
And at WillScot Holdings, independent chair Worthing Jackman is now its Executive Chair
The Bro IPO update
We introduced a term last summer called Bro IPO after analyzing board and leadership members at recent IPOs. The story was picked up by Fortune, Axios, and The Times so we updated the data from January 1st and found that of the 20 new companies: only one had a female founder, none had ONLY a female founder, there were no female CEOs, only one female CFO, one female chair, and 12 of 20 boards had either zero or one female director. Maybe we should rebrand this to the Brotopia?
Lastly, our “Down to 2F” trend
It wasn’t that long ago that the absolute minimum number of female directors on a large cap board was three: but since the anti-DEI Trump administration has taken over we have seen dozens of companies either dropping below this threshold or appointing men when there are only two women. I won’t name them all but some recent ones in February include:
Applied Materials: Yvonne McGill resigned 2/10
Meg Crofton at HCA Healthcare 2/10
Emerson Electric: Director Leticia Gonçalves resigned 2/10 (2 James 2 women)
Laurie J. Thomsen: The Travelers Companies (2/9/26) 2/8
Jessica L. Mega: Danaher Corporation (2/12/26) 2/12
Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8/26) 2/8
Mary Schmidt Campbell: Unity Software (2/8/26) 2/9
Laela Sturdy steps down at UiPath 2/8 (2 Daniel 2 women)
Molly Joseph at First Solar 2/9 (2 Mike 2 women)
Caroline Dorsa: Biogen Inc. (2/10/26) 2/10
Tina Hunt leaving Veeva Systems board 2/9
Paycom Software: Felicia Williams resigned 2/7
Some examples where a third woman was denied:
Nutanix replaced retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who is a CFO, and a guy that already serves on four other publicly-traded companies.
And American Financial Group added two men: Craig Lindner Jr. and David L. Thompson Jr.: long live the meritocracy: Craig Linder Jr. is the son of the co-CEO and the nephew of the other co-CEO
At Live Nation Entertainment Trump administration bro Richard Grenell joins a 2-women Board; a few days later he tweeted: “Left wing violence is out of control.”
Grenell is somehow the president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”
He replaced a woman, Deborah Rutter. The chair is President Trump. Of course. And the board now is down to only one woman: 2 years ago it was 60% female.
Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell Technology
Director Brian Ruder stepped down from the board of Informatic and was replaced by Alex Vander Linde
Affirm Holdings is replacing retiring director Keith Rabois with Richard Galanti
Not to be outdone, F&M Bank, Pitney Bowes, S&T Bancorp, and Rocket Companies are down to one woman, while Fannie Mae has unleashed its anti-DEI and eradicated all women.
Down to 1F:
F&M BANK: Daphyne S. Thomas retired 2/10 (2 Mike 2 women)
Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July) 1/5
S&T BANCORP: Chair Christine Toretti resigning 2/11
Jennifer Gilbert and Nancy Tellem stepping down at Rocket Companies 1/9
Down to 0F:
And finally, speaking of the anti-diversity White House, let’s look at Fannie Mae:
9/22/25: Karin Kimbrough resigned
10/22/25 CEO and director Priscilla Almodovar stepped down
There were six female directors on 3/17/25
POLL: YES or NO: Instead of targeting Nomination Committee Chairs, should investors vote against ALL MEN on boards where there are fewer than three women?
Finally, let’s end this with one of my “favorite” bone-headed moments of the year: an absolute classic at Quanex Building Products, where 15% of shares were against Susan Davis (all other directors averaged 96% yes) because she chairs the nomination committee on a board with only one female director! Herself! That’s right, it’s your fault, Sue.
PROXY CAGE MATCH
There are no current proxy cage matches worth sharing after Donald Trump put Ted Sarandos into a headlock, but I wanted to point one thing out that constantly triggers me: That shareholders ONLY seem to care when an activist investor who looks and smells like Nelson Peltz walks through the door:
Nelson’s disdain for director Maria Elena Lagomasino got her a 37% NO vote at Disney in 2024, but last year it shot back up to 98% YES after Nelson left the building:
Maria Elena Lagomasino
2025: 98% YES
2024: 63% YES
2023: 92% YES
At the proxy cage match between Brookdale Senior Living and Ortelius Advisors, ISS agreed with the activist, recommending “Withhold” votes against two long-tenured directors: Investment Committee Chair Lee Wielansky and Nominating Committee chair Victoria Freed: “Given the[ir] tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”
Yet the year before those two “culpable directors” got: Wielansky 99.6% and Freed 98.8% of the vote.
Same thing happened at a proxy cage match between AstroNova and Askeladden Capital, where ISS said “change at the Board level is warranted to improve independence and oversight” despite the entire board getting 97% approval the year before.
VOTE RESULTS TABLE
Speaking of Shareholder Brain Freezes, I call this next list Shareholder Disconnects. They always trigger me.
Let’s start with two shareholder classes who should know better:
BlackRock: 33% NO on Pay; Average 98% YES
Goldman Sachs: 34% NO on Pay; Average 96% YES
Truist: Say on Pay 41% NO; Average 96% YES
CVS Health: 41% NO on Pay; 97% average YES
Citizens Financial Group: Say on Pay 41% NO; Average 98% YES
Lattice Semiconductor: 44% NO on Pay; Average 98% YES
Chipotle Mexican Grill: 45% NO on Pay; Average 98% YES
Pfizer: 47% NO on Pay; Average 95% YES
<a href="https://www.sec.gov/Archives/edgar/d
Vanguard’s fossil fuel settlement, plus early bonus season and more companies down to 2F
Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets145 Filings since Feb 5The headlines:Epstein falloutGOLDMAN SACHS GROUP INC (GS)Kathryn H. Ruemmler has determined to retire from …
Notes de l’épisode
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
145 Filings since Feb 5
The headlines:
Epstein fallout
GOLDMAN SACHS GROUP INC (GS)
Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel
Epstein; filing says nothing
Hyatt Hotels Corp (H)
Executive Chair Thomas J. Pritzker resigned immediately as chair, but will serve the remainder of his term as a director (May 2026)
Epstein; not mentioned in press release
The 2007 Stockholders’ Agreement provides that shares of Class B common stock covered by the agreement will be voted consistent with the recommendation of the Company’s Board and that, at the time Mr. Pritzker is no longer the Executive Chairman of the Board, such voting provisions will terminate. As of the date hereof, 2,270,395 shares of Class B common stock or approximately 4.0% of the total voting power of the Company’s outstanding common stock were covered by the 2007 Stockholders’ Agreement, and the voting provisions of these shares of Class B common stock terminate as a result of the retirement of Mr. Pritzker from his position as Executive Chairman of the Board.
SYNOPSYS: Board’s decision not to renominate Luis Borgen and Dr. Ajei Gopal for re-election to the Board
WESTLAKE CORP (WLK): elected Bhavesh V. “Bob” Patel: Mr. Patel will serve as a Class III director until 2028 AGM
Walt Disney Co (DIS): exercised its right to terminate without cause the employment of Kristina K. Schake as Senior Executive Vice President and Chief Communications Officer
MCDONALDS CORP (MCD): elected Ford CEO James D. Farley, Jr.
DIsney
WNBA
Marriott
Johnson & Johnson
McLaren (luxury cars)
Abbott Labs
Gender Ratio:
In this specific data set, approximately 75% of the new appointments are men, while 26% are women. (last show was 25%)
Men: 42 in, 39 out
Women: 15 in, 13 out
Down to 2F
Caroline Dorsa: Biogen Inc. (2/10)
Laurie J. Thomsen: The Travelers Companies (2/9)
Jessica L. Mega: Danaher Corporation (2/12)
Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8)
Mary Schmidt Campbell: Unity Software (2/8)
BIOGEN INC. (BIIB)
Caroline Dorsa, Chair resigning
elected Dr. Maria C. Friere to serve as Chair
F to F chair transition
Stupid money
CHARTER COMMUNICATIONS: $20.5M equity golden hello
ADVANCED MICRO DEVICES: CEO Lisa Su granted special equity award valued at $75M target worth up to $150M
Public Storage (PSA)
Joseph D. Russell, Jr. resigning CEO/board; CFO H. Thomas Boyle promoted to CEO/director
Ronald L. Havner stepping down as chair but remaining as director
director Shankh S. Mitra becomes chair; John Reyes resigning
$10M promotion equity bonus to new CEO; $3M golden hello to new CFO;
retiring CEO gets $400k monthly consulting award until April 2027
CONSTELLATION BRANDS, INC. (STZ)
Nicholas I. Fink appointed, remains on board; replacing William A. Newlands
director Nicholas FInk promoted to CEO; former CEO William A. Newlands resigning from board
$1.2M salary, 160% target annual; $11M LT equity; $33M golden hello equity award;
Newlands consulting fee for 8 months is $1.2M
director appointed CEO
Workday, Inc. (WDAY)
appointed Aneel Bhusri, Workday’s co-founder and Executive Chair, as CEO
$1.25M salary, 200% annual target, $135M LT equity
COCA COLA:
COO Henrique Braun will become CEO 3/31/2026
current CEO/Chair James Quincey will become Executive Chair
Braun: $1.45M salary, 200% target bonus; Quincey: $1.2M salary, 200% target bonus
Quincey will continue to be able to utilize the Company owned aircraft for business and reasonable personal use
TARGET CORP (TGT)
new CEO Fiddelke/former CEO Exec Chair Cornell Pay: salary $1.3M/$1.12M; short term target 200% of base salary/200% of base salary; equity target payout $12.1M/$6M
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist Investor Pushes For Tripadvisor Board Shakeup
BlackLine disclosed that activist investor Engaged Capital formally nominated three directors for election
Teradata agrees to board changes with activist investor
An Activist Investor Wants Four New Directors At WEX
Activist Dan Loeb dusts off his poison pen as he seeks a board refresh at CoStar Group
PENN settles with activist investor HG Vora, appoints three new directors
And finally, our MAGA-loving Cracker Barrel superfan Sardar Biglari, who is vying for a seat on the board of burger chain Jack in the Box, wants a judge to halt a proxy vote until the company corrects disclosures that he says amount to a “smear campaign.”
The filings point to assertions including that Biglari “has a history of ‘value destruction,’ ‘wast[ing] resources,’ and ‘erratic behavior’ in connection with his prior investments,” and that the group “will destroy long-term value for shareholders because Mr. Biglari has engaged in self-interested behavior not designed to maximize shareholder value.”
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
22 meetings market cap over $1 billion
total SHPs: 4
TYSON FOODS, INC. (TSN)
Disclosure of Voting by Share Class 14% YES
Waste Lagoon Health Impact Report 3% YES
Immigration Practices Financial Impact 3% YES
Apple Inc. (AAPL)
China Entanglement Audit 1% YES
52 total meetings: 4 SHPs
3 pay over 20% NO
J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO 25% Pay NO
EDGEWELL PERSONAL CARE: Rod R. Little 15% NO 22% NO Pay
Twist Bioscience Corp (TWST): classified: Keith Crandell 19% NO; Jan Johannessen 16% NO; Trynka Shineman Blake 99.8% YES 24% NO Pay
EXACT SCIENCES CORP (EXAS): merger 99.6% yes; compensation 67% no special meeting
CEO Employment Agreement with Kevin Conroy:
a lump sum cash payment equal to (a) two times his base salary and (b) a pro-rata target bonus
a lump sum cash payment equal to $10 million
to remain employed by Exact (or any successor) for at least six months
if requested, all outstanding equity awards will become immediately vested and exercisable
a tax gross-up payment relating to any excise taxes on excess parachute payments
Directors
over 20% at large caps
J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO
Other stuff at small caps
Tianci International, Inc. (CIIT): 99.99% avg yes directors; 99.99% yes pay
controlling shareholder 57.68%
Attendance: Energy Services of America CORP: Amy E. Abraham 48% NO
Upcoming Meetings
AGM Date
SHPs
Company
Market Cap (USD)
3/2
0
$16 Billion
3/3
0
Warner Music Group
$16 Billion
3/3
0
AECOM
$12 Billion
3/3
0
CleanSpark, Inc.
$33 Billion
3/3
0
BrightView Holdings
$13 Billion
3/3
0
Oaktree Specialty Lending
$1 Billion
3/4
0
Fair Isaac Corporation
$32 Billion
3/4
0
Helmerich & Payne
$3 Billion
3/5
0
Sonos
$2 Billion
3/5
0
MACOM Technology Solutions
$18 Billion
3/5
0
TransDigm Group
$74 Billion
3/5
0
Symbotic
$34 Billion
3/5
0
Cencora
$66 Billion
Notes: Sonos: declassification management proposal
<THE BIG VOTE BUMPER>
THE BIG VOTE PICKS
Reference timeline:
February 2025: Call everyone asking management for something an activist (13D vs. 13G): Anyone previously filing as a passive holder even if they have more than 5% are no longer allowed to “influence” management or they’ll be forced to file 13D paperwork as an activist.
Influencing includes “recommending the issuer remove its staggered board, switch to a majority voting standard…” and states they will “condition its support of one or more of the issuer’s director nominees” on the recommendation
August 2025: Texas allows shareholder proposals only for investors with 3% or more of the shares (Section 21.373)
September 2025: Force mandatory arbitration on investors (Rule 431): Companies can adopt mandatory arbitration provisions (state law allowing) forcing investors out of lawsuits for new IPOs in particular
October 2025: Atkins suggests there should be no shareholder proposals (Rule 14-8a)
November 2025: Kill precatory proposals (Rule 14a-8): SEC too busy to reply to no-action requests, offers blanket immunity to companies.
EXCEPT for Rule 14a-8(i)(1)—whether a proposal is a proper subject for action under state law.
December 2025: Trump executive order killing proxy advisory services and threatening investors with collusion investigations (anti-fraud gaslight): considers proxy advisor advice as collusive glue between investors who use the advice, but only advice against management or in favor of DEI or ESG data
February 5 2026: Texas law on ESG is invalidated by the courts
February 26, 2026: Vanguard Settles Case Claiming It Tried to Kill the Coal Industry
“Vanguard will include among the proxy voting choices made available to investors in U.S. Vanguard-Advised Funds the option of proxy voting shares in accordance with management recommendations.”
“Vanguard will not direct or attempt to direct the business strategies or operations of portfolio companies, and will not advocate to any portfolio company that it take any particular course of conduct to reduce carbon emissions.”
Vanguard will not nominate directors or submit shareholder proposals at portfolio companies.”
“Vanguard will not solicit or participate in soliciting proxies with respect to any matter presented to portfolio company shareholders.”
“Vanguard will not dispose or threaten to dispose of securities of portfolio companies as a condition or inducement of specific action or nonaction by such company.”
“Vanguard and its U.S.-domiciled subsidiaries will withdraw from PRI and will not participate in any organization that advocates for the setting of specific output or emissions targets or levels or that requires its members to make commitments specific to achieving climate-focused investment or stewardship objectives such as NZAM, Ceres, or Climate Action 100+.”
“Prior to or at the outset of any engagement meeting with a portfolio company, Vanguard will provide substantially the following notification to the portfolio Company:
‘Vanguard’s Investment Stewardship program is responsible for proxy voting and engagement on behalf of the quantitative and index equity portfolios advised by Vanguard. These funds are passive investors, and as such our funds’ proxy voting policies are centered around corporate governance practices associated with long-term investment returns. Before we begin this engagement, we want to be clear that the Vanguard-advised funds have no intent to influence company strategy or operations or the control of the company. Nothing we mention or discuss during this conversation – or any engagement with [the company] – is intended to imply that our support for any director is conditioned upon the company taking action on any matter discussed. We are also not able to discuss any voting intentions prior to the meeting.’”
“Vanguard agrees to provide Plaintiffs with the following discovery materials relating to the Action from the 2020 to 2024 period:” - this is the part where the AG of Texas, who was literally investigated for corruption and impeached, demands that Vanguard actually snitch on any group Texas asks them to about climate related organizations Texas wants to target
Implications:
Vanguard is the largest shareholder at 1,049 of 3,200 US public companies - so ⅓ of the US market, Vanguard is the largest
At 960 of the 1,0489, Vanguard owns >10% of shares
At 50 companies, Vanguard owns >15% of shares
At all of these companies, Vanguard now…
May not ask for action during engagements
Will be scrutinized for every vote against management and could violate it’s agreement with the AGs
The agreement doesn’t lay out what happens if the agreement is deemed “violated” by the AGs, but suffice it to say that it’s likely to result in damages/follow up lawsuits
Consider effectively 10% of US companies votes “captured” - meaning if you want to declassify a board or change a bylaw that requires a supermajority, often requiring 75% of outstanding shares to vote and then majority vote met, you can assume that threshold you’ll need 55% of every remaining vote to win.
That’s the Proxy Countdown for the week of February 23, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
Read the fine print! Plus, Meta mines for Trump friendlies, McRitchie is the only winner, and governance news
Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets128 filingsThe headlines:PayPal stole HP’s CEO by promoting Chair Enrique Lores to CEO, replacing Alex Chriss; HP director Bruce …
Notes de l’épisode
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
128 filings
The headlines:
PayPal stole HP’s CEO by promoting Chair Enrique Lores to CEO, replacing Alex Chriss; HP director Bruce Broussard appointed Interim CEO
Walt Disney: Parks Man Josh D’Amaro promoted to CEO; former CEO Bob Iger remains as director and Senior Advisor until 12/31/26
Walden gets golden hello again one-time equity award with $5.26M target value and $3.75M base salary (more than new CEO's $2.5M)
Gender Ratio: In this specific data set, approximately 75% of the new appointments are men, while 25% are women.
Meta Platforms, Inc. (META): $2M cash and $60M equity golden hello
appointed former director Dina Powell McCormick as Vice Chair and President
best known for having been the United States Deputy National Security Advisor for Strategy to President Donald Trump
Married to GOP senator Dave McCormick, former CEO of Bridgewater Associates
On the board of Robin Hood, a charitable organization which attempts to alleviate problems caused by poverty, along with Jeff Bezos's brother Mark, DJ D-Sol, and Emeritus Director Larry Fink, et al.
JABIL INC (JBL): Mark T. Mondello resigned Executive Chair; Consulting Agreement until January 22, 2028: will provide advisory and strategic services when requested for a monthly consulting fee of $145,833.00
Median employee: $12,144 144:1 consulting ratio “when requested”
Based on math of typical consulting agreements he will make approximately $14,583 per hour
CEOs becoming Chair and/or former CEOs sticking around to be Executive Chair:
Genuine Parts CEO Will Stengel will be Chair" (following the retirement of Paul D. Donahue).
U.S. Bancorp: "CEO Gunjan Kedia to become Chair" (following the resignation of Andrew Cecere).
DTE Energy: "CEO David Slater appointed Chair" (as Robert Skaggs, Jr. transitions to a regular director role
Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO; former CEO/Chair Max Mitchell remains as Exec Chair
DONALDSON Co: COO Richard B. Lewis promoted to CEO; former CEO/Chair Tod E. Carpenter remains as Exec Chair
AMPHENOL CORP /DE/ (APH): CEO R. Adam Norwitt to become Chair
(former CEO) Current Chair Martin H. Loeffler resigning
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Still nothing crazy
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
35 meetings market cap over $1 billion
9 total SHPs: 4 at Visa
Zscaler, Inc. (ZS): declassify 51% yes (McRitchie)
MICRON TECHNOLOGY: 43% YES special meeting rights
JABIL INC (JBL) 1 38% YES Act by Written Consent
Visa
independent chair 16% YES: National Legal and Policy Center
act by written consent 33% YES: John Chevedden
report on AI-Driven Online Sexual Exploitation 8% YES: Bowyer Research
inclusion ROI audit 0.9% YES: National Center for Public Policy Research
Same anti-DEI thing at Intuit 0.8% YES
9 pay over 10% NO
Only one over 20%:
BITMINE IMMERSION TECHNOLOGIES: 25% NO PAY: ~$275M pay package for Executive Chair over 5 years: only voting on this
Directors
JABIL INC (JBL): John C. Plant 84% NO; N. V. “Tiger” Tyagarajan 70% NO
Messrs. Plant and Tyagarajan attended less than 75% of the aggregate Board and committee meetings on which they each served during fiscal year 2025 due to coinciding professional responsibilities.
Still on board
In accordance with the Company’s director resignation policy, on January 23, 2026, Mr. Plant (2016-) and Mr. Tyagarajan (2024-) offered their respective resignations. In accordance with the Resignation Policy, the Nominating and Governance Committee will recommend whether to accept or reject their respective resignations. The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days following the Committee’s recommendation.
Tiger is on this committee
Anousheh Ansari (2016-)
LD Steven Raymuns (1996-)
15 others over 10%
Highest non-attendance: Zscaler (classified): Andrew Brown 10% no; Scott Darling 27% no; David Schneider 18% no
Star of the week: Robert V. Vitale 26% NO at BellRing Brands AND 17% NO at Energizer Holdings and Overboarding policy:
Energizer: “We understand that some of our shareholders may have policies or practices that differ from Energizer’s regarding the number of boards on which a director who is also a current public company named executive officer may serve.”
BellRing: “Since he began serving as BellRing’s executive chairman in 2019, Mr. Vitale’s service on the boards of Post and Energizer Holdings, Inc. has not impacted the discharge of his duties as chairman of BellRing. As such, our Board of Directors does not believe that Mr. Vitale’s other board commitments have interfered or will interfere with Mr. Vitale’s discharge of his duties as chairman of our Board of Directors.”
<THE BIG VOTE BUMPER>
THE BIG VOTE PICKS
DAMION
Upcoming Meetings February 9-
AGM Date
SHPs
Company
Market Cap (USD)
02/11/26
0
PTC Inc. (PTC)
$17.99 Billion
02/11/26
0
Central Garden & Pet (CENT)
$2.20 Billion
02/10/26
0
Rockwell Automation (ROK)
$48.33 Billion
02/10/26
0
Moog Inc. (MOG.A)
$10.71 Billion
02/09/26
0
Mueller Water Products (MWA)
$4.31 Billion
02/09/26
0
J&J Snack Foods (JJSF)
$1.84 Billion
SHPs: none last year
Matt
Governance news round up:
January 2026: Kill exempt solicitations (PX14A6G): The SEC is restricting smaller shareholders from filing "exempt solicitations" (notices of intent to vote), only allowing those holding over $5 million in shares to use this mechanism.
January 2026: Brian Daly suggests proxy voting may not be a fiduciary duty: Index funds maybe SHOULDN’T vote at all in the speech, plugs AI as the solution.
Back of the envelope analysis:
Half of US companies don’t have an investor with >$5m (small and micro caps), so no option for exempt solicitations?
23% of US companies are totalitarian - controlled or effectively controlled by an insider (or just insiders)
The majority owners are Blackrock, State Street, and Vanguard with ~20% of every company in aggregate - and zero filed exempt solicitations in the last 10 years
Taken together:
25%+ of every company vote might be non votes, the same 20% that would have easily met the threshold for filing an exempt solicitation
Anyone with a bylaw amendment threshold requiring a percentage of outstanding shares will effectively be gifted no more shareholder driven bylaw amendments
No more exempt solicitations
Paired with no more engagement, proxy advisor use counting as “collusive”, and investor mandatory arbitration, and you have effectively ONE INVESTOR LEFT: rich activists
Fine print roundup
Tyson Foods:
Les R Baledge, Independent director (as of Record date December 8, 2025)
Les R. Baledge, 68, is a private investor with broad experience who served as Executive Vice President and General Counsel of the Company from 1999 to 2004 [under John Tyson, family member and chair]. He began assisting the Company with legal matters in 1982 [under Tyson’s daddy]. Mr. Baledge previously served on the boards of two public companies, BMP Sunstone Corp. and Fairfield Communities, Inc. and has been a member of the Board since February 2020. The Board believes that Mr. Baledge’s significant financial and legal expertise, his service on and advice to boards of other public and private companies and his long association with the Company qualify him to serve.
Mr. Baledge was previously determined to be non-independent due to his service as one of the trustees of the Donald J. Tyson Revocable Trust. Mr. Baledge stepped down as trustee of the Donald J. Tyson Revocable Trust effective November 13, 2025, after which the Board determined he qualifies as independent under the New York Stock Exchange corporate governance rules
John R Tyson, 35, director since May 2025 after being fired as CFO for problems with alcohol, who also happens to still be technically an employee of some kind with no title:
Mr. John R. Tyson was appointed to the Board on May 8, 2025 and, following his appointment to the Board, he remains an employee of the Company. Upon his appointment as an employee director, Mr. John R. Tyson receives annual cash and equity compensation…. It also includes amounts for event tickets and security services. Total summary comp: 846k
Emerson Electric
After careful consideration, the Board is once again submitting for approval by shareholders the following proposed amendments to our Restated Articles of Incorporation to eliminate, over a period of three years, the classification of our Board of Directors, without affecting the unexpired terms of Directors. We made a similar proposal in 2025, 2024, 2020 and 2013.
The affirmative vote of 85% of the total voting power of all outstanding shares, whether or not present or represented by proxy at the 2026 Annual Meeting, is required to amend the Company’s Restated Articles of Incorporation to declassify the Company’s Board of Directors
2025: 98.34% in favor, but only 74% of the 566m shares voted (womp womp)
Franklin Resources
Fun with charts: to show a reasonable average tenure, they focus on ONLY independent directors
But when you’re talking DIVERSITY, you have to add the niece of the founder and CEO of the company, or else women on the board look bad…
And just in case anyone asks about AI expertise on the board, you’ve got that skill covered
Just don’t ask WHO has the skill, because you’ll be surprised to learn its the sibling duo who spent their lives in finance at this company…
Apple
2024 gaslight: Under the Board's retirement policy, directors generally may not stand for re-election after attaining age 75. In consideration of the transition of the role of Chief Financial Officer from Luca Maestri to Kevan Parekh on January 1, 2025, significant recent refreshment in board composition, and the value of retaining directors who have developed deep insights into the Company during their tenure, the Board determined that it would be in the best interests of Apple and its shareholders to ask Ron Sugar, the Chair of the Audit Committee, to stand for re-election at the 2025 Annual Meeting, although he previously attained the age of 75
2025 don’t bother gaslighting: In the context of this year’s Annual Meeting nominations, the Board determined that it would be in the best interests of Apple and its shareholders to ask Art Levinson, the Chair of the Board, and Ron Sugar, the Chair of the Audit Committee, to stand for re-election, and to waive for each of them its guideline under which directors generally may not stand for re-election after attaining age 75.
Paramount’s dual class board is a warning sign for merger, plus CEO retention bonanza
Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google SheetsDumb payXmas week pay dump:CrowdStrikeperformance-based equity award granted to CEO George Kurtz with target value of …
Notes de l’épisode
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
Dumb pay
Xmas week pay dump:
CrowdStrike
performance-based equity award granted to CEO George Kurtz with target value of approximately $140M; worth up to $280M with 90th percentile TSR and $70M with 25th percentile TSR
Warner Bros. Discovery
$96M: Make-Whole RSU award to CEO Daivd Zaslav of 1,963,465 shares; after January 2 Follow-On Option award of 3,052,734 options because share price is down
Under a new employment agreement executed on June 12, 2025, Zaslav received a special award of 20,898,776 stock options with an exercise price of $10.16 (~$400M). Additionally, on January 2, 2026, he was granted 3,052,734 follow-on stock options with an exercise price of $28.51 (~$40M). To address the higher exercise price of these options compared to the initial grant, Zaslav received 1,963,465 restricted stock units on January 5, 2026 (~$56M).
BERKSHIRE HATHAWAY
CEO Greg Abel salary increased to $25M
Aon plc
Gregory C. Case extended contract: $50-100M performance shares; increase salary to $1.75M; capped at 100% target if TSR negative
Duolingo $14M CFO golden hello
Gillian Munson, Director since 2019 & Audit Committee chair
Executive chair and former CEO junk:
IDEXX LABORATORIES
CEO and Chair Jonathan (Jay) Mazelsky stepping down as of May 12, 2026 and will transition to the role of Executive Chair
Michael (Mike) Erickson, PhD, will assume the role of CEO and join the Board as a Class II Director
Lawrence D. Kingsley, currently serving as the Board’s independent Non-Executive Chair, will serve as independent Lead Director
Toll Brothers
promoted Karl K. Mistry to CEO effective March 30, 2026; to join board
Douglas C. Yearley, Jr., the Company’s current Chairman and CEO will remain as Executive Chair of the Board, with $6.6M annual pay
CATERPILLAR
former CEO and current Executive Chair D. James Umpleby III resigning
CEO Joseph E. Creed will become Chair
amended bylaws to change name from “Presiding Director” to “Lead Independent Director.”
AMERICAN INTERNATIONAL GROUP (AIG)
Chairman & CEO Peter Zaffino intends to transition to Executive Chair of the Company and retire as CEO by mid-year;
Eric Andersen will be CEO Elect, effective February 16, 2026
Zaffinos's long-term target reduced from $17.5M to 7.5M; everything else the same; Zaffino's target pay will be $15M, down from $25M
new CEO Anderson target pay will be $18M and will get $12.5M golden hello equity award;
Someone did it right: NRG ENERGY
Robert Gaudette promoted to CEO; replacing Lawrence Coben
new CEO Robert Gaudette will join board;
Lawrence Coben resigning from board
director Antonio Carrillo to become Chair
Oracle old people:
ORACLE: George H. Conrades, age 86, and Naomi O. Seligman, age 87, retired
Board observer?
SUI Group Holdings
CFO Joseph A. Geraci, II resigning from board but staying as Board Observer
appointed Mr. Brian Quintenz
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Paramount fires back at Warner Bros. bid, launching proxy fight for board seats at annual meeting
Paramount Skydance (led by David Ellison) has filed a lawsuit in Delaware to block or expose the details of an $82.7 billion deal where Netflix would acquire Warner Bros. Discovery’s (WBD) studio and streaming assets.
Paramount claims WBD’s board is hiding financial data and "misleading" shareholders by choosing Netflix’s lower offer over Paramount’s $108 billion all-cash bid.
Because WBD’s board (led by CEO David Zaslav) has repeatedly rejected Paramount, David Ellison is launching a "proxy fight." He plans to nominate a new slate of directors to the WBD board who will vote to kill the Netflix merger and accept Paramount’s hostile takeover instead.
Lululemon founder Chip Wilson launches proxy fight for board shakeup
Lululemon founder and major shareholder Chip Wilson has launched a formal proxy fight against the company's board, accusing them of a "total failure of oversight" and a lack of "visionary creative leadership." The move comes in response to the announcement that CEO Calvin McDonald will step down in January 2026; Wilson argues that the current board cannot be trusted to select a successor and must be reshuffled before a new leader is chosen.
Wilson has nominated three independent director candidates to be elected at the 2026 annual meeting and submitted a proposal to "declassify" the board so that all members must stand for election annually.
Wilson's Board Nominees: 1. Marc Maurer: Former co-CEO of On Holding. 2. Laura Gentile: Former Chief Marketing Officer of ESPN. 3. Eric Hirshberg: Former CEO of Activision Publishing.
Simultaneously, the activist hedge fund Elliott Investment Management (led by Paul Singer) has built a $1 billion stake and is pushing for its own preferred candidate, Jane Nielsen (former Ralph Lauren executive), to be named the next CEO.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
53 meetings
47 average well over 90% yes
22 at least 99% yes
6 hitting 99.9
Global Interactive Technologies, Inc. (GITS) 99.99
GD Culture Group Ltd (GDC) 99.999
NOCERA, INC. (NCRA) 99.999
CREATIVE REALITIES: 98% yes: Dave, Tom, Don, Dan, Dick, Steve
8 pay over 10% NO
RingCentral: 29% no pay
NORTHWEST BIOTHERAPEUTICS: pay 23% no
Lifeway Foods: pay 47% against
NEWMARK GROUP: 23% no pay
2 SHPs
CISCO SYSTEMS: 1% yes: report assessing how Cisco's inclusion programs provide positive financial value to stockholders
Lifeway Foods: 29% yes: form a committee of the board to conduct reviews of the Company’s management, the Company’s strategic plan and the Company’s strategic alternatives
71% average yes for board
Opposition Nominees: 28% yes
pay 47% no
Nixxy, Inc.: Miles Jennings 89% no
On December 30, 2025, Miles Jennings notified the Board of Directors (the “Board”) of Nixxy, Inc. (the “Company”) of his intention to resign as a member of the Board and all committees thereof, effective January 1, 2026. Mr. Jennings’ resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and the entire Board are deeply grateful for Mr. Jennings’ service and his contributions to the Company.
Mr. Jennings has served in various executive capacities with the Company since its founding, including as Chief Executive Officer, Chief Operating Officer, and President from 2020 through March 2024, and again as Chief Executive Officer during 2025. Mr. Jennings currently serves as Chief Executive Officer of CognoGroup, Inc., a publicly traded subsidiary of the Company. Prior to that, Mr. Jennings founded the Company
FG Nexus: Ndamukong Suh NFL
Nominating & Corporate Governance Committee
Mr. Suh has served on the Board of Directors of Cizzle Brands Corporation (Cboe Canada: CZZL) (OTCQB: CZZLF), a sports nutrition company focused on health and wellness, since August 2025.
“We are building the leading capital market vehicle dedicated to accumulation and on-chain yield generation for the next decade of Ethereum (ETH). This is Ethereum’s MicroStrategy moment, but with staking yield, programmable money, and RWA tokenization.”
<THE BIG VOTE BUMPER>
THE BIG VOTE PICKS
DAMION
Upcoming Meetings January 19-
AGM Date
Company
SHPs #
Notes
1/20
Forestar
1/21
Ashland
1/21
New Jersey Resources
1/23
Acuity
1/23
MSC Industrial
1/24
Aramark
1/24
Energizer Holdings
Matt
Paramount vs. WBD
Governance lunacy at Paramount
Directors are elected per usual, with the caveat that it’s dual class (so Ellison controls the share vote)
Low vote directors are directors hand picked by Ellison and are automatically on the board, making them different from directors in almost no way except they do not require a sham vote
Ellison designees are also hand picked by Ellison, but they are given options in the Class B shares AND, as long as Ellison owns the company, “each Ellison Designee (which shall not include any Low-Vote Designee) shall each have a number of votes on any matter presented to the Board or any committee thereof equal to one more than the total number Directors of the whole Board or committee thereof, as applicable.”
Meaning not only are SHAREHOLDERS at a disadvantage (their vote doesn’t count), the directors they MIGHT have chosen or agree with are ALSO at a disadvantage (Ellison gave his hand picked cronies dual class BOARD VOTES)
Andy Campion, ex Nike and Starbucks, Williams Sonoma director, was announced as an “Ellison Designee”
Dennis Cinelli, just named CFO of the company, was picked as a Ellison Designee in September, replaced by Andy Campion
No Paramount wants to slate a board - which means Ellison wants to hand pick a DIFFERENT board
No Action Updates
For being “too busy” thanks to the government shutdown, the SEC has so far responded to 70 of 103 proposals - all exclusions.
Of the 103 proposals, 52 were John Chevedden
45 of the 52 got the SEC response (exclude)
ALL of them were basic governance:
Declassify
Majority vote
Special meeting
CEO/Chair split
Director resignation after vote out policy
Anti-Chevedden SEC sentiment is STRONG - and now you know it wasn’t “woke” or “anti woke” they were trying to stop, it’s shareholder rights
For proponents with at least 3 proposals, Chevedden has the highest response rate
87% of Chevedden proposals got a response, all were excluded
SEC only responded to 29% of the next highest - NCPPR
That’s the Proxy Countdown for the week of January 12, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
2026 Predictions with Ann Lipton and Mike Levin of the Shareholder Primacy podcast
2025 REVIEW FROM MIKE LEVIN:Big proxy contests: PHX-ElliottSignificant situations: PEP-ElliottTSLA AGMSEC rules on shareholder proposalsProxy advisor pressureDelaware under scrutinyUS stakes in INTL, othersXOM …
Notes de l’épisode
2025 REVIEW FROM MIKE LEVIN:
Big proxy contests: PHX-Elliott
Significant situations: PEP-Elliott
TSLA AGM
SEC rules on shareholder proposals
Proxy advisor pressure
Delaware under scrutiny
US stakes in INTL, others
XOM retail voting program
2026 PREDICTIONS:
DIRECTORS
Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance (re: Netflix’s Jay Hoag’s 78% NO vote) at a big US company?
The average percentage of directors getting less than 50% of the vote is 0.2% - generally it happens due to activism OR attendance. Will it happen for some other reason?
Canary in a coal mine: what will Hoag’s FOR votes be in 2026?
The average percentage of women on boards will be?
Most recent data shows a 22% drop in new diverse candidates on boards, and Damion pulled a stunning number of “Down to 2” as a common refrain for boards looking to diversify away from women. The current average number of women on large cap US boards is 30% - how far does the average move after 2025-6?
SHAREHOLDER PROPOSALS
Which company will allow the most shareholder proposals?
In 2025, Alphabet clocked in with the highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7.
Which one of these shareholder proponents will see the highest number of exclusions in 2026:
Activists: (23% supports in 2025)
Anti woke: (2%)
AOs / Pensions: (12%)
Woke: (10%)
Governance: (29%)
Religious: (10%)
Number of shareholder proposals that will WIN in 2026 (approx 50 in 2025)?
E vs S vs G (45 vs 5 vs 0)
Palo Alto Networks on Tuesday: 93% YES on a James McRitchie bid to eliminate its classified board, despite the company being AGAINST.
PAY
How many companies will fail Say on Pay in 2026 (27, About 1.2% of Russell 3000 companies, failed Say on Pay in 2025)?
Palo Alto failed Tuesday: 54% NO
How many post-Musk billion dollar+ CEO pay packages will we see in 2026?
Which is more likely:
Which is the SEC more likely to have to redefine to address the December 11, 2025 executive whining titled “PROTECTING AMERICAN INVESTORS FROM FOREIGN-OWNED AND POLITICALLY-MOTIVATED PROXY ADVISORS”, which asks the SEC to “consider” rescinding rule 14-8a, investigating if proxy advisors committed securities fraud (and should be registered), consider forcing methodology disclosure, “investigate” collusion with asset managers, and calling proxy advisors “fiduciaries” if they charge a fee to pension funds:
Anti-fraud laws - currently the laws deal with the “purchase or sale” of a security, not saying “this non binding shareholder proposal about donut hole size is a vote YES based on the criteria you provided”... they would have to redefine scienter to include advice for sale, not securities? Or they would have to decide that they had a coordinated scheme to defraud THE ENTIRE MARKET?
Investment advice fiduciaries - ERISA sets duty of loyalty, care, and prudence, and it applies to anyone exercising discretion over a pension for a fee - they would have to consider the purchase of ANY data, rating, opinion, or even made-to-order service (like back end data dashboards) a form of advice, and thus make them all fiduciaries. Unless they just change the rule and say “proxy advisors are fiduciaries” because kabuki theater?
ESG - they’ve included in here considering rescission of rules that “advance” ESG policies - but there’s a G in ESG. That would include literally the act of voting, the election of directors, special meetings, bylaws amendments - EVERYTHING that happens. In which case, do they need to redefine ESG to just mean “woke stuff we don’t like” (which could, in fact, mean G also)? And is every activist investor then woke?
The SEC No-Action gaslight - where they no longer will oppose shareholder proposal exclusions - is more likely to:
Result in more votes against directors - between the 13g vs. 13d guidance and the “we’re just too busy to read shareholder proposals for an entire year” guidance, and ISS [i think it’s actually glass lewis that’s moving away from recommendations entirely] suggesting they won’t actually provide a recommendation anymore, there’s not much else for investors to do, right?
Fuel a rise in shareholder proposals - and disclosure from proponents about exclusions to “name and shame” companies who are using the feckless SEC as cloud cover to avoid governance or shareholder demands.
Fuel a rise in activism - in the absence of being able to ask a company to make an amendment to a bylaw or declassify a board on the proxy, doesn’t it just make activism more hostile? If a company is underperforming, investors don’t have the SEC behind them as much any more? Coupled with Texas rules that make it harder to file proposals at all, and the move toward mandatory arbitration vs. regulatory/legal oversight, it’s all activism now, right?
Push more companies to Texas - the SEC is basically Texas-ifying guidance, but Delaware isn’t biting yet. Inevitably, do more companies move to Texas to take advantage of having fewer shareholder rights?
Musk’s mega pay package is more likely to:
Open the floodgates to mini-Musk packages - instead of 10 years and 12 tranches, expect pay committees to start putting forward 4 years and 6 tranche billion dollar packages for companies that make hydraulic presses and deli meat.
Push investors to vote against pay EVERYWHERE, since they already feel bad giving Musk so much (like after you eat too much chocolate, you just never want it again)
End say on pay - what’s the point really? Some fringe investors vote against pay, and it’s non binding? If you are excluding shareholder proposals anyway, why not end say on pay and force investors to just vote against pay committee members?
DO NOTHING. No one actually cares how much an executive gets paid, all the CEO pay ratio data and disclosures are kabuki theater anyway.
DExit winner is most likely:
Nevada
Texas
Delaware
No one
SEC pushes voting against directors, plus Novo Nordisk and executive shifts at Walmart
Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google SheetsWalmart Inc. (WMT) C. Douglas McMillon resigning; John R. Furner replacing C. Douglas McMillon resigning at 2026 AGM; John R …
Notes de l’épisode
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
Walmart Inc. (WMT) C. Douglas McMillon resigning; John R. Furner replacing C. Douglas McMillon resigning at 2026 AGM; John R. Furner elected
Doug McMillon will retire as CEO effective January 31, 2026.
John Furner will formally become President & CEO on February 1, 2026.
John started as a part-time associate in 1993, has led merchandising, operations, sourcing, and was previously CEO of Sam’s Club. Since 2019, he’s been President & CEO of Walmart U.S., overseeing Walmart’s U.S. operations
John is being added to Walmart’s Board of Directors immediately.
Doug will remain on the board through Walmart’s next annual shareholders meeting (June 2026). He’ll also serve as an advisor to John through the end of fiscal year 2027.
He’ll earn a base of $1.5M/year, and his restricted/performance stock awards will continue vesting through Jan 31, 2027 if he remains employed.
His non-compete obligations are extended through January 31, 2029, per the new agreement.
Tracking Noteworthy 8-Ks since October 8th:
DIrector comings and goings:
Men added:
Men subtracted:
Women added:
Women subtracted:
Stick to 2F
Down to 2F:
Down to 1F:
Stupidities/Oddities:
OpenAI says Larry Summers has decided to resign from board of directors
Larry Summers announced he is resigning from OpenAI’s board of directors.
OpenAI’s board publicly said they “respect his decision” and thanked him for his service.
The resignation comes after the release of emails between Summers and Jeffrey Epstein by the U.S. House Oversight Committee.
In those emails, Summers corresponded in a friendly way with Epstein—even seeking personal / romantic advice.
Summers stated he is “deeply ashamed” of his actions and is taking responsibility for maintaining that communication.
Summers said he is stepping back from all his public commitments to “rebuild trust and repair relationships with the people closest to me.”
He’s also going on leave from Harvard, where he had been teaching.
Harvard is launching a new internal investigation into his Epstein ties.
AMERICAN INTERNATIONAL GROUP, INC. (AIG): President John Neal will no longer be joining company
John Neal, former CEO of Lloyd’s of London, was set to join AIG as its President (effectively a No. 2 role).
His compensation package was reportedly very large — the WSJ says up to $17 million in his first year.
The controversy centers on Neal’s past at Lloyd’s: allegedly he had an inappropriate workplace relationship with Rebekah Clement, a former director of corporate affairs at Lloyd’s.
There were also concerns raised at Lloyd’s about preferential treatment: Clement was promoted into a role that reported directly to Neal, and there were complaints from employees.
Additionally, Neal’s daughter was employed at Lloyd’s in a communications role, which raised further governance questions.
Lloyd’s of London has reopened an investigation into Neal’s conduct.
AIG terminated (or “mutually agreed to end”) Neal’s appointment, citing “personal circumstances” in a filing.
“American International Group, Inc. (NYSE: AIG) today communicated that it has reached a mutual agreement with John Neal, who had been named to the position of President effective December 1, 2025, that he will no longer be joining the Company due to personal circumstances. AIG Chairman & CEO Peter Zaffino will continue to work with the Board on the future organizational structure of the Company to drive performance on behalf of its clients, partners, and stakeholders.”
The decision came fairly late — Neal was set to start December 1, 2025, before the reversal.
It appears AIG learned of the reopened Lloyd’s investigation only recently, which seems to have prompted them to pull back.
This isn’t the first time Neal has faced scrutiny for workplace relationships: when he was CEO of QBE Insurance, his bonus was cut because he failed to disclose a romantic relationship with an assistant.
NEOs
CEOs
Money
TRACTOR SUPPLY: retention equity awards of $20M to CEO Harry A. Lawton III
Rivian Automotive: 36.5M stock option grant /$4.6B CEO stock award to CEO RJ Scaringe
PROCORE TECHNOLOGIES, INC. (PCOR)
appointed Dr. Ajei S. Gopal as CEO
founder and former CEO Craig Courtemanche, Jr. remains as Chair
$3M equity and $500k cash to former CEO
"to recognize the extraordinary amount of time, energy, and effort that Mr. Courtemanche dedicated to identifying, evaluating, and meeting with multiple potential CEO candidates, and ultimately successfully recruiting and onboarding Dr. Gopal, all while continuing to lead the Company as its President and CEO"
EMERSON ELECTRIC CO (EMR): Karsanbhai and COO Ram Krishnan: potential value of $38M each
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Novo Nordisk faces a shareholder backlash as the Danish drugmaker's minority investors prepare a protest vote against a board shake-up forced through by its dominant shareholder, the Novo Nordisk Foundation.
The Novo Nordisk Foundation, holding 77% of voting rights but just 28% of share capital, used its dominance to push through a major board overhaul at an extraordinary shareholder meeting.
Foundation chairman Lars Rebien Sørensen was installed as Novo Nordisk’s new board chair—a dual role that raised governance concerns among minority investors due to its unprecedented consolidation of power.
Sørensen indicated he intends to serve for only 2–3 years and pledged to return to an “arm’s length” oversight model once a successor is named.
Sørensen plans to prioritize appointing board members with recent pharmaceutical and over-the-counter (OTC) experience, reflecting the company's pivot to direct-to-consumer models.
The shake-up followed the abrupt resignation of former chair Helge Lund and six independent directors, who stepped down after disputes with the Foundation over the pace and scope of board renewal.
The Foundation argued that a comprehensive and rapid board refresh was necessary to stabilize the company and support long-term growth, while the former board favored a slower, incremental approach.
Despite opposition, the new board slate received over 90% of the vote, though many minority shareholders either opposed or abstained as a protest.
Major shareholders are reacting differently: Norway’s sovereign wealth fund plans to abstain, while CalSTRS (California State Teachers’ Retirement System) will oppose the proposed board candidates.
Proxy advisor ISS (Institutional Shareholder Services) recommended abstaining, citing concerns over the unilateral and opaque nature of the Foundation’s board overhaul.
Novo recently appointed Mike Doustdar as CEO, in a fast-tracked process pushed by the Foundation, which was frustrated by what it saw as a passive board.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Tesla: Vote results: [actual vote result % support] / [vote result % support with insiders backed out]... thanks to Mr. CorpGov
Proposal 1: Director elections
Ira Ehrenpreis: 64.6% / 49.9%
Joe Gebbia: 86.7% / 81.2%
Kathleen Wilson-Thompson: 77.9% / 68.8%
Proposal 2: Say-on-Pay
78.2% / 69.2%
Proposal 3: A&R 2019 Equity Incentive Plan
78.7% / 69.8%
Proposal 4: 2025 CEO Performance Award
76.7% / 66.9%
Proposal 5: auditor ratification
97% / 96%
Proposal 6: eliminate supermajority voting requirements (management proposal; however, no board rec)
53.5%
Hypothetically, if inside owners had cast their votes AGAINST this proposal, and we were to back those shares out from the AGAINST vote tabulation, the proposal would have received 76% support, thus meeting the supermajority threshold to pass.
Shareholder proposals:
Proposal 7: Board authorization XAI investment: 43.3%
Hypothetically, if inside owners had cast their votes FOR this proposal, and we were to back those shares out from the FOR vote tabulation, the proposal would have received 19.4% support.
Proposal 8: Integrating sustainability metrics into senior executive compensation plans: 8.8% / 12.4%
Proposal 9: Child labor audit: 7.6% / 10.8%
Proposal 10**: Amend bylaws to repeal 3% derivative suit ownership threshold: 24.8% / 35%
Proposal 11**: Amend Article X of the bylaws: 15.3% / 21.7%
Proposal 12: Annual Director elections: 53.8% / 76%
Proposal 13: Eliminate supermajority vote provision: 31.9% / 45%
Proposal 14: Shareholder approval requirement prior to adopting an amendment to the bylaws: 48.8% / 69%
Other than Tesla: 15 votes, 6 SHPs
3 call special meeting
Texas Pacific Land Corp (TPL): call special meeting 15% yes
JACK HENRY & ASSOCIATES INC (JKHY): call special meeting 49% yes
LAM RESEARCH: Realistic Shareholder Ability to Call for a Special Shareholder Meeting 41% YES
Separation of CEO/Chair: 34% YES Sysco
Fox Corp (FOX, FOXA): simple majority vote 38% YES; improve compensation program 4% YES
Directors:
Tesla:
Ira Ehrenpreis: 64.6% / 49.9%
Joe Gebbia: 86.7% / 81.2%
Kathleen Wilson-Thompson: 77.9% / 68.8%
LAM RESEARCH CORP (LRCX):
19% NO Nominating Committee Chair Michael R. Cannon
11% NO Chair Abhijit Y. Talwalkar
Fox Corp (FOX, FOXA):
Lachlan K. Murdoch: 17% NO
William A. Burck: 17% NO
Chase Carey: 18% NO
Margaret “Peggy” L. Johnson: 15% NO
Paul D. Ryan: 24% NO
NEWS CORP (NWS, NWSA):
Lachlan K. Murdoch 10% NO
José María Aznar 20% NO
Natalie Bancroft 16% NO
Masroor Siddiqui 12% NO
The other 12:
96% yes avg
97% yes avg
avg 99% yes
avg 98% yes
avg 98% yes
avg 95% yes
avg 96% yes
avg 97% yes
avg 99% yes
avg 98% yes
avg 97% yes
98% average YES
<THE BIG VOTE BUMPER>
THE BIG VOTE PICKS
DAMION
Upcoming Meetings November 10-
AGM Date
Company
SHPs #
Notes
Matt
SEC blamed the “government shutdown” and “guidance” to issue the following: “the Division has determined to not respond to no-action requests for, and express no views on, companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a-8”
The only exception is when the proposal contravenes state law
The coverage has been breathless:
The change “has the potential to end shareholder proposals as we know them,” a former SEC corporation finance division director told ESG Dive.
Shareholder advocates push back against SEC’s move on no-action requests
US outlines new approach for proxy disputes, seen as blow to shareholder activists
No word from the anti-woke what they think, but clearly we’ll find out a few things:
Which companies will allow proposals EVEN THOUGH the SEC would allow an exclusion by no-action?
Which companies will allow ONLY certain PROPONENTS - will they signal pre-existing relationships?
Which companies will flat out reject ALL SHPs?
But mostly, we’ll start asking some REAL QUESTIONS about boards - since it’s all we can vote on!
2024 proxy voting…
Votes Cast:
73% of all votes were directors
25% were management proposals (auditors, pay)
3% were shareholder proposals
Proponent type average vote share rates:
Activists: 23% (does NOT include director votes, just bylaws and proposals)
Antis: 2.2%
AOs / Pensions: 11.9%
Pros: 10%
Governance: 29%
Religious: 10.3%
Proponent actual wins:
Governance: 18% WIN RATE
EVERYONE ELSE: 0% WIN RATE
So here’s what the no-action rule actually stopped:
Governance gadflies improving governance practices
Special meetings
Board declassification
Majority voting
Dual class share retirement
Jim McRitchie, John Chevedden - they serve a pretty vital function in shareholder democracy, primarily by keeping it a democracy
Even if the votes were non binding, the market signal was strong given how often they WON - they won over even the Blackrock/State Street/Vanguard votes
Engagement teams
Between the SEC’s earlier bulletin declaring that most forms of questions to boards could be considered “activist” and require activist filings vs. regular investor filings and this ruling, engagement teams might actually see mass layoffs
Proxy voting will be more algorithmic - and need more data
Here’s what it didn’t:
Most of those votes were non binding (precatory)
Importantly, everyone NOT named Jim or John lost - almost every time
You could make the argument that we have more robust disclosures now as a result of 25+ years of precatory proposals and board engagements, which may not be wrong - but also the process was a quarter century in the making, and at this point there IS no headway
What’s next:
Vote. On. Directors.
73% of ALL VOTING
Average approval rate of 96% and election rate of 99.8%, but universal anecdotal evidence that 0% of investors think 99.8% of directors should definitely have jobs
SHP Hall of Fame
Jing Zhao
Intuitive Surgical, 2024: Resolved: stockholders recommend that Intuitive Surgical, Inc. (our Company) improve the executive compensation program to include the CEO pay ratio factor.
And at Bank of America, Resolved: shareholders recommend that Bank of America Corporation (the Company) reform the election of the board to list more candidates than the number of directors of the board to be elected.
“The American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_. In this great classic, Aristotle demonstrated that in a stable community (polis), the ratio of the richest citizen’s land to the poorest citizen’s land should not be over 5 to 1.”
“One of the main problems of corporate governance is that American corporate boards are not democratically elected. The Company’s board needs a democratic reform to elect members from more diversified candidates. Shareholders should have the right to choose from more candidates than the number of directors of the board to be elected.”
NCPPR, Coca-Cola, 2025
Shareholders request that the Board of Directors create a board-level Improper Influence Committee to assess the extent to which the Company’s decision-making has been improperly influenced, contrary to best practices, by the nonpecuniary policy preferences of directors, executives, or money managers with their own custodial obligations.
General Pension Plan of the International Union of Operating Engineers, Enron, 1997
That the shareholders of ENRON CORP. (the "Company") recommend that our Board of Directors take the necessary steps to adopt and implement a policy of cumulative voting for all elections of directors.
Supporting statement: In the American corporate governance system, the election of corporate directors is the primary vehicle for shareholders to influence corporate affairs and exert accountability on management. We believe that the Company's financial performance is affected by its corporate governance policies and procedures and the level of accountability they impose. We believe cumulative voting increases the possibility of electing independent-minded directors that will enforce management's accountability to shareholders.
Bart Naylor, Exxon, 2001
"RESOLVED: The shareholders urge our board of directors to tak
Zombies, krakens, mummies, and the monster mash of horrifying directors
This is Proxy Countdown. Welcome to the big show for the week of November 3, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Some mysterious director NO votesMore …
Notes de l’épisode
This is Proxy Countdown. Welcome to the big show for the week of November 3, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
Some mysterious director NO votes
More one-time retention awards for our CEO king and queens
A dude wants to control Victoria’s Secret
The ongoing disappearance of shareholder proposals
Matt’s halloween director roundup
<TRADE WIRE BUMPER>
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
Tracking Noteworthy 8-Ks since October 8th:
DIrector comings and goings:
Men added:
Men subtracted:
Women added:
Women subtracted:
Stick to 2F
TransDigm Group INC (TDG) : appointed Michael Lisman and Peter Palmer
Down to 2F:
Down to 1F:
Stupidities/Oddities:
appointed Lisa M. Atherton CEO/director
Ms. Atherton will receive an annual base salary of $1.3M and target annual incentive compensation of 150% of her base salary
former CEO Scott C. Donnelly will become Executive Chairman
Mr. Donnelly will receive an annual base salary of $1.485M and target annual incentive compensation of 170% of his base salary
the Board approved an amendment to the Company’s amended and restated by-laws to accommodate the appointment of an Executive Chairman
F5, INC. (FFIV): CEO François Locoh-Donou will become Chair after 2026 AGM
Mr. Locoh-Donou will succeed current Chair, Alan J. Higginson, who, as previously announced, will be retiring after nearly 30 years as a Company director and 20 years as the Company’s Chair.
Michael Montoya resigned as director but then Michael Montoya appointed CTO
In October 2025, F5 disclosed a security incident involving a nation-state threat actor who gained long-term, persistent access to its product development and knowledge management systems, exfiltrating some BIG-IP source code and vulnerability information.
Toast, Inc. (TOST): appointed Anutthara Ramamurthy Bharadwaj, will hold office until the 2028 annual meeting
CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV): Chelsea Clinton resigned
CNA FINANCIAL CORP (CNA)
Dino E. Robusto’s tenure as Executive Chairman will end on December 31, 2025
CEO Douglas M. Worman will become Chair
TEXAS INSTRUMENTS INC (TXN)
Richard K. Templeton resigning as executive chairman
CEO Haviv Ilan appointed as executive chairman
NEOs
CEOs
Money
CITIGROUP INC: CEO Jane Fraser: one-time retention award; one-time RSU equity award of $25M and 1.055M options to CEO
MP Materials Corp. / DE (MP): one-time grant of restricted stock units with performance conditions to NEOs: total $28M
VERIZON COMMUNICATIONS INC (VZ): $70m golden hello to new CEO Dan Schulman
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
BBRC International, which owns a nearly 13% stake in Victoria’s Secret, delivered a letter to the Victoria’s Secret’s board of directors this week calling for the removal of Chair Donna James and asking for a board seat.
Pushing Brett Blundy, who runs BBRC
James, the company’s chair, served on the board of L Brands—Victoria’s Secret’s previous parent company—for nearly two decades before the 2021 spinout.
“By any measure, she is an ‘over-tenured’ director with a ‘stale perspective’ that lacks objectivity regarding the company’s operations,” Blundy wrote in the letter this week.
American Electric Power (2022-2025) and Hartford Financial (2021-)
Directors who all serve on 2 other boards: Irene Chang Britt, Sarah Davis, Jacqueline Hernandez, Lauren Peters
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
SANFILIPPO JOHN B & SON INC (JBSS)
common directors: Pamela Forbes Lieberman 43% NO; Mercedes Romero 51% NO; Ellen C. Taaffe 44% NO
“The Board of Directors recommends a FOR vote for Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe”
Common stock holders: BlackRock/Thrivent Financial for Lutherans/Vanguard Group combined 33.6%
class A directors (5 Sanfilippo and 2 Valentine) 100% YES
10 votes per share
Sanfilippo/Valentine hold combined 74% voting power and 100% of Class A shares
“Gender and Diversity: Common Stock Director nominees are all female. Together with the Common Stock Directors, 40% of our Board is female”
1 of 7 Sanfilippo/Valentines is a woman
Stock was $125 in 2023, currently $68
James River Group Holdings, Ltd. (JRVR)
99% avg YES
37% NO Pay
3% NO last year
CEO: $11k less in 2024 (from $2.72M to 2.71M)
Other 4 NEOs got total cash retention award of `$1.9M, but the decision was made in last year’s proxy
SOCIETY PASS INCORPORATED. (SOPA)
Loic Gautier 99% NO; After the Annual Meeting, Loic Gautier resigned
all other directors 99% yes
Only thing different about Luic in proxy: “Non-independent Director”
Vote was October 21: After the Annual Meeting, Loic Gautier resigned as a director of the Company, effective immediately. Loic Gautier’s resignation was not as a result of any disagreement with the Board or the Company.
On October 24, 2025, Society Pass Incorporated announced the resignation of Loic Gautier from its Board of Directors, effective immediately. The resignation was not due to any disagreement with the Board or the Company.
VALUE LINE INC (VALU): Stephen P. Davis: 95% NO
Seems to still be on board: “Each candidate shall be elected by a plurality of the votes cast”
Retired Deputy Commissioner, New York City Police Department
99% YES last year
“On October 7, 2025, Value Line, Inc. held its annual shareholders meeting to elect directors. The voting results, as reported by American Stock Transfer & Trust Company, LLC, confirmed the election of several directors, with Howard A. Brecher, Mary Bernstein, and Glenn J. Muenzer receiving significant support, while Stephen P. Davis received notably fewer votes in favor.”
Next lowest was 3% NO
Mawson Infrastructure Group Inc. (MIGI): 62% NO all 3 directors: Ryan Costello, Steven Soles and Kathryn Yingling Schellenger were elected, by a plurality of the votes cast
Stock was $99 in 2022, currently $0.95
Innovative Eyewear Inc (LUCY, LUCYW): voted not to reinstate the voting rights acquired by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust: 76% NO
Recorded 72 meetings since October 8th:
TWO SHPs
CINTAS CORP (CTAS)
call for a special shareholder meeting 45% YES
PROCTER & GAMBLE Co (PG)
plastic packaging 14% YES
<THE BIG VOTE BUMPER>
THE BIG VOTE PICKS
DAMION
Upcoming Meetings November 10-
AGM Date
Company
SHPs #
Notes
11/11/25
IDT Corp
0
11/12/25
Jack Henry & Associates
1
Call special meeting
11/12/25
Viavi Solutions
0
11/12/25
Adtalem Global Education
0
11/12/25
Extreme Networks
0
11/12/25
BGC Group
0
11/12/25
Automatic Data Processing
0
11/13/25
Estee Lauder
0
11/13/25
Axos Financial
0
11/13/25
Coherent Corp
0
11/13/25
Broadridge Financial Solutions
0
11/13/25
Tapestry
0
11/14/25
Fox Corporation
2
Improve executive compensation program AND simple majority vote
11/14/25
Sysco
1
Separate CEO/Chair
Matt
ZOMBIES
Directors with <50% FOR votes in 2024 who stayed on the board anyway
Because the undead can’t be killed
2024 Update:
Building a multi year zombie board
Investors voted OUT directors at AO Smith and Boston Beer Company in 2024, both of which kept their directors, but as classified boards now they just have DIFFERENT directors voted out
AO Smith’s Michael Larsen, 39.6% FOR
Boston Beer’s Meghan Joyce 49.7% FOR
2025: Which boards have the highest zombie influence?
22 zombies in the US - 26 global when you count 4 in Puerto Rico
Almost all are either classified boards, plurality voting, or have some other strange control mechanism - only two big ones really worth mentioning
Netflix
Jay Hoag, 21.5% FOR, 6% influence
Second time he’s been voted out this decade
On June 22, 2025, the Board rejected Mr. Hoag’s resignation. The Board, consistent with the Nominating and Governance Committee’s recommendation, determined that Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders
We believe that Mr. Hoag did not receive a majority of votes cast in his election to the Board because he attended less than 75% of the meetings of his total board and committee meetings in 2024. Upon the recommendation of the Nominating and Governance Committee to reject Mr. Hoag’s offer of resignation, the Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance record
Tripadvisor
Greg Maffei, 30.7%, 9% influence
Jeremy Phillips, 43.2%, 5% influence
Through the magic of plurality voting, all you need is ONE vote and you’re in! Congrats to Maffei and Phillips who investors hate but can’t get rid of!
Fun fact: in the 2024 vote, you’ll never guess who was on the board - Netflix zombie Jay Hoag!
KRAKENS
Current directors with the most discrete 2nd degree connections in our database to other current directors
US director only for this
This year includes non profit connections, now Krakens have even longer tentacles
TOP DIRECTORS:
Patricia Russo
Actively connected to 29 other current directors in first or second degrees
Boards of…
GM
Merck
HP
KKR
Mark Weinberger
25 connections
Boards of…
J&J
JPM
Metlife
Alex Gorsky
22 connections
Boards of…
Apple
IBM
JPM
Most over the top Kraken duos
Pat Russo (29) and Wes Bush (20), both on the GM board
Connected via 5 different paths through - Just Capital Foundation, Business Roundtable, Northrop Grumman, Greater Washington Partnership, Merck, and KKR
Mark Weinberger sits between them in two of their paths
Alex Gorsky (22) and Mark Weinberger (25), both on JPM board
Business Roundtable and J&J, where Gorsky was CEO, are throughputs
Corporate Krakens
Companies with directors who have the most discrete tentacles - ignoring the Dolans/MSG because it’s all controlled and they sit on dozens of boards together
IBM - 125 total tentacles
GM - 125 tentacles
JPM - 112 tentacles
Merck - 110
Chevron - 103
DOW - 97
Northrop - 93
Target - 92
MUMMIES
Directors that aren’t family, founder, insider, CEO, controlling shareholder, or executives with tenure >20 years and less than 10% influence in the US
Just wrap them up and put them in the corner
There are 255 of them actively on boards
35 of them are lead “independent” directors!
Just absorb that - these are directors with less than 10% influence, no founder/family/control problem, been there more than 20 YEARS, and still are pointless! MORE THAN 10% OF MUMMIES ARE LEAD DIRECTORS!
Here are my top 5 favorite mummies that investors keep covering in desiccant year after year with FOR votes:
Steve Odland, General Mills, 2% influence
CEO of the conference board who put out pieces about governance regularly, including on the “pressures of directors on succession planning” and how “nearly all senior executives are calling for board refreshment”
Steve… is the irony not, like… a LITTLE obvious for a guy who’s been on the board of General Mills since the year the iPod Mini was launched? (21 year tenure)
Simon Lorne, Teledyne, 3.8% influence
79 years old, he joined the board the year Victor Wembanyama was born (21 years ago)
Ex Munger Tolles lawyer
Bill Grabe, Gartner, 8% influence
86 years old!, on the board since the same year Kurt Cobain married Courtney Love (32 years ago)
Ex IBM, chairs the Nom committee - which explains why the average tenure of directors at Gartner is 13 years - with five directors out of 11 at 15 or more years
When Steve Pagliuca joined the board 15 years ago, Grabe was 71 years young
Gartner is an expert network currently pushing AI expertise… from… an 86 year old…
Bill Miller, Cummins, 9.9% influence
68 years old, on the board since the same year Bill & Ted’s Excellent Adventure was released (36 years) - and he definitely saw it, he was 32 at the time
Chairs Comp committee
President of the Wallace Foundation since 2011, previously on boards of mutual funds
Shouldn’t we NOT store our mummies in the comp committee?
VAMPIRES
Directors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years old
Ancient AND blood sucking
We lost some vampires last year to retirement and/or mergers, but don’t worry, we have 6 this year with only ONE repeat - here’s the top three:
Colm Barrington, 79 year old director at Willis Lease (US) and Fly Leasing (Ireland)
Wolfgang Porsche at VW and Porsche - the 82 year old has 20% influence and bats in the bottom quartile for both TSR and earnings - and the company is named after him
Po Chu U repeats - 99 year old woman who is dictator at Lai Sun Development in HK, her son is also on the board
I can’t be mad at a 99 year old woman, even if they provide no shareholder value and suck the blood out of their company
FRANKENSTEIN
Directors with <50% FOR votes in 2023, stayed on the board as a zombie, and got >50% FOR votes in 2024
Every good zombie movie ends with the zombies winning?
TG Therapeutics had 3 directors fail the vote last year to pass this year:
Daniel Hume: 58.9% FOR
Sagar Lonial: 54.1% FOR
Yann Echelard: 58.6% FOR
But my favorite this year…Veeva Systems’s Paul Sekhri
2024 vote: 48.8% FOR - voted OUT
“Mr. Sekhri tendered his conditional resignation as a director for consideration by the Nominating and Governance Committee (the “Committee”) of the Board of Directors of Veeva (the “Board”) and for the ultimate decision of the Board. The disinterested members of the Committee recommended, after due consideration, that the Board should not accept Mr. Sekhri’s tendered resignation.”
2025 vote: 94% FOR - everyone loves that guy!
That’s the Proxy Countdown for the week of November 3, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
Surveys: directors want you to vote them out, plus a vote out at John Wiley and female replacement theory
The silent female retreatThe not-so-secret power of the lead independent directorAn aggressive activist atmosphere is heating upA college professor in a bow tie gets voted outAnd on the Big Vote, Matt talks …
Notes de l’épisode
The silent female retreat
The not-so-secret power of the lead independent director
An aggressive activist atmosphere is heating up
A college professor in a bow tie gets voted out
And on the Big Vote, Matt talks Surveys
<TRADE WIRE BUMPER>
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
Tracking Noteworthy 8-Ks since September 24th:
DIrector comings and goings:
Men added: 22
Men subtracted: 7
Women added: 6
Women subtracted: 5
Down to 2F:
Fannie Mae: Karin Kimbrough resigned
Down to 1F:
F&M BANK: Daphyne S. Thomas retired
Rocket Companies, Inc. (RKT): Jennifer Gilbert resigned; appointing Mr. Jay Bray to serve as a Class II director and Mr. Tagar Olson to serve as a Class I director
Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July)
Stupidities/Oddities:
IDEXX LABORATORIES INC /DE (IDXX)
elected Karen Peacock
Ms. Peacock will stand for election by stockholders as a Class I Director at the Company’s 2027
IonQ, Inc. (IONQ, IONQ-WT)
appointed John W. Raymond
General Raymond was appointed as a Class I director whose term will expire at the Company’s 2028 Annual Meeting of Stockholders
Rocket Companies, Inc. (RKT)
appointing Mr. Jay Bray to serve as a Class II director until 2028
Mr. Tagar Olson to serve as a Class I director until 2027
F&M BANK CORP: Daphyne S. Thomas: Upon reaching the mandatory retirement age, Ms. Thomas became an honorary director and will continue to function as such until she tenders her resignation to the board or until the board requests that she tender her resignation. Under Section 2.11 of the Bylaws, an honorary director may attend board meetings but is not entitled to vote.
NEOs
Disney: Sonia L. Coleman, the Company’s Senior Executive Vice President and Chief Human Resources Officer, changed title was to Senior Executive Vice President and Chief People Officer
increased Ms. Coleman’s annual base salary to $1,000,000; increased her target annual bonus opportunity to 175% of her base salary; and increased her target long-term equity incentive annual award value to 375% of her base salary
CEOs
COMCAST CORP: Michael J. Cavanagh will be appointed Co-CEO along with current CEO and Chair Brian Roberts, the son of Comcast founder Ralph Roberts
VERIZON COMMUNICATIONS: lead director Daniel H. Schulman succeeding Hans E. Vestberg
Money
Norfolk Southern: One-time cash retention to all NEOs
Mark R. George—$4,000,000; Jason A. Zampi—$2,250,000; John F. Orr—$3,000,000; Claude E. Elkins—$2,000,000; and Anil Bhatt—$2,000,000
Pepsi CFO Golden Hello: $9M
Strategy Inc: increase to the annual cap for the security program maintained for Michael J. Saylor, Executive Chairman/former CEO/co-founder, under which the Company covers certain security-related costs. Previously, the annual cap for this program was $1,400,000; effective in calendar year 2025, the cap will be increased to $2,000,000
Dell Technologies: one-time performance-based stock option award to COO Jeffrey Clarke valued at $132.4M
CSX CORP: appointed Stephen Angel as CEO; $10.1M golden hello
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist investors launched a record number of new campaigns in Q3, with 61 new campaigns, up sharply from 36 a year earlier.
Barclays’ new data show that activism is accelerating globally, with a 90% quarter-on-quarter increase in the U.S.
Year-to-date figures indicate nearly 191 campaigns targeting 178 companies, with activists securing 98 board seats and driving approximately 25 CEO departures thus far
Japanese game company GungHo Online Entertainment, has rejected a proposal from activist investors to dismiss its longtime CEO Kazuki Morishita
The proposal was put forward by Strategic Capital, a Tokyo-based investment fund which controls over 11% of GungHo’s voting rights.
During an extraordinary shareholders’ meeting held at its request on September 24, the activist pushed for: 1) the requirements for ousting an executive to be relaxed 2) for Morishita to be fired from his position as CEO.
While the first proposal was accepted, the attempt to remove Morishita failed, not gaining enough votes from majority shareholders.
Irenic Capital Management, which owns about 2% of Workiva, wants board and governance changes:
Specifically, the hedge fund is urging the company to collapse its dual-class share structure, make all board members stand for election every year and add two newcomers, including Irenic executive Krishna Korupolu, to the board.
The hedge fund also expressed considerable concern about the company's governance, noting that five of its seven directors have served on the board since 2014.
Acadia Healthcare has appointed Todd Young as CFO, amid growing pressure from activist investors Khrom Capital and Engine Capital — which together own more than 8% of the company
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Freedom Holding Corp. (FRHC)
0 SHP
classified; Philippe Vogeleer 99.2%
FEDEX CORP (FDX)
1 SHP: independent board chairman 43% yes
97% yes; Smith 10% NO
37% NO pay
PAUL S. WALSH (CHAIR) 94%
Silvia Davila 97%
Susan Patricia Griffith 98%
Amy B. Lane 99.5%
Susan C. Schwab 96%
GENERAL MILLS INC (GIS)
2 SHP
Regenerative Agriculture Practices Within Supply Chain 27% YES
Separate the Board Chair and CEO Roles 36% YES
avg 97% YES
RPM INTERNATIONAL (RPM)
0 SHP
99.7% YES Craig Morford; 9/12 up for election as company in process of declassification
CARPENTER TECHNOLOGY CORP (CRS)
0 SHP
Classified
at John Wiley & Sons:
54% said NO to Governance Committee Chair Brian Hemphill
The Board, upon recommendation of the Governance Committee, determined not to accept Mr. Hemphill’s resignation: “The Board concluded that the voting outcome reflected proxy advisory firm recommendations unrelated to Mr. Hemphill's individual performance or contributions. The Board determined that Mr. Hemphill's continued service is in the best interests of the Company and its shareholders”
<THE BIG VOTE BUMPER>
THE BIG VOTE PICKS
DAMION
Upcoming Meetings September 29-
AGM Date
Company
SHPs #
Notes
10/13
0
Classified: 3 dirs
10/14
As You Sow: Plastic Packaging 23%
10/16
0
Irish
10/16
0
no Say on Pay; 3 directors
Matt
SURVEY SEASON
Executives
PwC Board Effectiveness Survey - August 2025
All NEOs, ~500 of them
Biggest representation in tech/media (23%)
Mostly mid (35%) and large (26%) companies
Directors
PwC Annual Corporate Directors Survey - October 2025
More than 600 directors surveyed
Mostly mid cap (33%) and large cap (37%)
Mostly men (65%) - and no question about race/ethnicity
Mostly longer tenured (6+ years, 56%)
Asset Owners
Morningstar’s Voice of the Asset Owner Survey 2025 - October 2025
500 asset owners, 19tn in assets
Mostly EU and APAC, 20% US
Mostly 1-100bn in assets
SURVEYS SAY…
How important is voting out a director?
Executives: 93% of executives say at least one director should be replaced, 78% say 2 or more
Directors: 55% think AT LEAST ONE should be replaced, and 7% of directors - nearly 1 in 10 - think MORE THAN TWO directors
Investors: 35% said they voted - IN EITHER DIRECTION - at all
To put that in perspective, investor voter turnout is roughly equivalent to voter turnout in Syria (37%)
Are boards any good?
Executives: 35% of executives rate their boards as “excellent” or “good”
IT executives think their boards are the WORST - only 21% think they’re effective at all, and 40% think they’re straight up “Poor”
Directors: 68% of board Boards think they have an effective assessment process
Investors: only 35% of investors said board composition was material AT ALL, much less worrying about how effective those boards were
Are we culling directors that suck?
Executives: 50% of executives feel confident a board will remove an underperformer
Directors: 34% of directors think the chair/lead director is “very effective” in dealing with underperforming directors - the lowest of the options
Investors: Only 35% even VOTE, and the average vote for a director is 96% in favor - 0.2% of directors annually are voted out
Why aren’t we cutting directors exactly??
Executives: 57% said “Board leadership is unwilling to have difficult conversations with underperforming directors”, while 48% say “Individual director assessments are not performed”
This checks out - only 27% of directors said as part of the assessment process, they did individual assessments
ACTION ITEM: USE DATA TO DO INDIVIDUAL ASSESSMENTS
Directors: The main reason why they haven’t been replaced is “personal relationships with board members”
Investors: Only 35% even VOTE, but 52% do vote on shareholder resolutions - maybe if there was a shareholder resolution that said “do a report on individual director assessments, focusing on old, long tenured, underperforming directors”, they might actually approve a report on it since they won’t vote against a human?
What makes a sucky director?
Executives: advanced age, overboarding, long tenure, and unprepared for meetings
When asked what a coaching a board chair should give underperforming directors: 36% say “not actively participating in discussions”, and 33% say dominating discussions
Directors: “does not meaningfully contribute to discussions” and “long tenure”
Investors: only 14% of asset owners find it “very useful” to do stewardship, which includes voting proxies, and 16% said they “don’t know” if it’s useful - the only time we see votes against consistently is for attendance and overboarding (like SUPER overboarding)
What’s the most important issue?
Executives: Executives are asking boards to spend more time… on ESG? 50%, the highest overall ask. What keeps them up at night is talent management (18%)
Directors: 34% said they plan on adding “industry expertise” - which suggests 1 in 3 boardrooms might have none?
Investors: Business ethics remains number 1, and is the TOP RANKED material issue of every issue they asked - 68% of asset owners agreed
What do boards need?
Executives: 37% said more education
Directors: 45% said more education
Investors: Not asked because they don’t care
Other fun survey tidbits…
Only 15% of executives think the board has sufficient gender/racial/ethnic diversity, while…
25% of directors thought they could improve the board by seeking “more diverse viewpoints”
Boards think - at a 94% plus rate - their interactions with management were very or somewhat effective, including “developing relationship with management outside of the boardroom”
So what do you do with this, investors?
Executives WANT YOU TO VOTE OUT DIRECTORS
Directors ALSO WANT YOU TO VOTE THEM OUT
ACTION: VOTE OUT DIRECTORS - find underperformers, long-tenured or over-aged directors and swap them - only directors care about “collegiality”, executives don’t care because they need diverse viewpoints
ACTION: Stop obsessing over shareholder proposals - they don’t matter nearly as much as you think they do investors
Directors themselves seem like they don’t have enough expertise on the industry where they’re a director, and investors are worried directors are in it for themselves (ethics) while executives need them to think about exogenous risk (ESG)
ACTION: It’s time to marry skills of directors to companies, looking for the exogenous long term risks facing an industry - use data to find them!
ACTION: Don’t ask about AI skills on the board, they have to manage ALL exogenous risks over the long term, AI among them - when you myopically focus on just one, you miss the next wave of risk
Proxy Season Bets, plus Oracle’s 4x CEOs and the rise of Executive Vice Chairs
2025-2026 PROXY SEASON COUNTDOWN: BETTING LINESJay Hoag as canary in the “investors REALLY don’t care about their directors” coal mine - what’s Hoag’s votes FOR this year?Pursuant to the Company’s director …
Notes de l’épisode
2025-2026 PROXY SEASON COUNTDOWN: BETTING LINES
Jay Hoag as canary in the “investors REALLY don’t care about their directors” coal mine - what’s Hoag’s votes FOR this year?
Pursuant to the Company’s director resignation policy, the Nominating and Governance Committee (the “Nominating and Governance Committee”) of the Board considered Mr. Hoag’s offer of resignation and whether to recommend that the Board accept or reject the offer. Mr. Hoag did not participate in the Committee or the Board’s determination regarding his resignation. The Nominating and Governance Committee considered a variety of factors relative to the best interests of the Company and its stockholders, as more fully described below. The Nominating and Governance Committee recommended that the Board reject Mr. Hoag’s resignation offer.
On June 22, 2025, the Board rejected Mr. Hoag’s resignation. The Board, consistent with the Nominating and Governance Committee’s recommendation, determined that Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders. Mr. Hoag will continue to serve on the Nominating and Governance Committee and as lead independent director of the Board until the Company’s 2026 Annual Meeting of Stockholders or until his earlier resignation or removal.
Attendance Record.
We believe that Mr. Hoag did not receive a majority of votes cast in his election to the Board because he attended less than 75% of the meetings of his total board and committee meetings in 2024. Upon the recommendation of the Nominating and Governance Committee to reject Mr. Hoag’s offer of resignation, the Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance record. Mr. Hoag’s attendance rate was 97% in the five years prior to 2024. The Nominating and Governance Committee as well as the Board noted that despite his absence from certain meetings during 2024, Mr. Hoag remained engaged with the Company and Board activities by attending meetings with senior management, engaging in pre-Board meeting memos, and helping to set agenda topics for meetings. In addition, Mr. Hoag has committed to returning to his historic pattern of meeting attendance and continuing to be fully committed to the Board.
Line: 89% (-110 OVER / +105 UNDER; implied odds 52.4% over, 47.6% under)
Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance at a big US company?
The average percentage of directors getting less than 50% of the vote is 0.2% - generally it happens due to activism OR attendance. Will it happen for some other reason?
LINE: -20000 NO / +50000 YES (implied odds: 99.5% chance of NO, 0.2% chance of YES; $100 wins either $0.0002 or $50,000)
Highest/lowest votes FOR a director in the US?
Highest: 99.94% (-115 OVER / +110 UNDER)
Lowest: 38.0% (+120 OVER / -115 UNDER)
How many directors will be added inside 30 days after the AGM this year?
54 US companies added 56 directors inside 30 days after the AGM in 2025 - that’s 56 times the shareholder democracy was subverted to create incumbents without elections. The majority of the time it’s done through board expansion or done on classified boards - which makes it much worse, as directors can serve as many as 3 years before their FIRST election. Was it a banner year?
LINE: 61 adds (-105 OVER / +102 UNDER)
The average percentage of women on boards will be?
Most recent data shows a 22% drop in new diverse candidates on boards, and Damion pulled a stunning number of “Down to 2” as a common refrain for boards looking to diversify away from women. The current average number of women on large cap US boards is 30% - how far does the average move after 2025-6?
LINE: 28% (+200 OVER / -185 UNDER) - was 30% for US companies in 2024-5
Disney’s Mel Lagomasino vote total
Lagomasino was the target of Nelson Peltz’s “vote out” campaign - and ISS sided with Peltz at the time
2023: 92% YES
2024: 63% YES
2025: 98% YES
2026?: 92% (OVER -200 / UNDER +175)
Will any shareholders remember that ISS suggested WITHHOLD on Brookdale Senior Living director Lee Wielansky?
ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee: “Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”
2024: Wielansky (99.6% YES) and Freed (98.8% YES)
2025: Wielansky (61.5% YES) and Freed (63.0% YES)
2026?:
Wielansky 98% (+110 OVER / -105 UNDER)
Freed 97% (-105 OVER / +105 UNDER)
Musk’s pay package
What’s the final vote for Musk’s NEW pay package - not the one they robbed employees to pay him to make up for his compromised initial pay package - the EXTRA trillion they want to give him to keep him motivated, because $1.7tn isn’t enough to keep someone motivated, he wants $2.7tn… and frankly, who gets out of bed for less than $700bn anymore?
2018: 73% (look how well that turned out for America!)
2025?: 84% (-190 UNDER / +200 OVER)
Damion line: 73%
Over / under and highest number of shareholder proposals?
In 2025, Alphabet clocked in with highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7. Who do you bet?
Alphabet: 8 (+110 OVER / -115 UNDER), +350 for most SHPs (last year: 13, 1st)
Meta: 5 (-115 OVER / +125 UNDER); +450 for most (last year: 9, 2nd)
Amazon: 9 (+120 OVER / -150 UNDER); +300 for most (last year: 8, 3rd)
Walmart: 4 (-110 OVER / +105 UNDER); +600 for most
Apple: 6 (-110 OVER / +105 UNDER); +700 for most
Disney: 9 (-110 OVER / +105 UNDER); +325 for most
JPMorgan: 7 (-110 OVER / +105 UNDER); +400 for most
Exxon: 1 (+150 OVER / -200 UNDER); +2000 for most
Starbucks: 3 (-110 OVER / +105 UNDER); +900 for most
Chevron: 4 (-110 OVER / +105 UNDER); +1200 for most
Pfizer: 1 (-110 OVER / +105 UNDER); +1500 for most
Winningest proponents
Last year, the average vote getting by proponent was as follows:
Activists: 23%
Anti woke: 2.2%
AOs / Pensions: 11.9%
Woke: 10%
Governance: 29%
Religious: 10.3%
Who you got for averages this year?
Activists: 29% (-110 OVER / +105 UNDER);
Anti woke: 3% (-110 OVER / +105 UNDER);
AOs / Pensions: 9% (-110 OVER / +105 UNDER);
Woke: 7% (-110 OVER / +105 UNDER);
Governance: 40% (-110 OVER / +105 UNDER);
Religious: 10% (-110 OVER / +105 UNDER);
John Cheveddan total shareholder proposals
2025: 27
2026?: 32 (+175 OVER / -150 UNDER)
Number of non governance shareholder proposals that will WIN (defined as >50% votes in favor)?
2025: 0
2026?: 1 (+4500 OVER / -3300 UNDER; implied odds 2.2% OVER, 97% UNDER)
Tesla proxy breakdown, plus director adds and U-Haul’s "do you like us, check yes or no”
Tesla proxy breakdown, plus director adds and U-Haul’s "do you like us, check yes or no”
2025 Proxy Season Review: Unelected directors, non profit interlocks, illogical voting, and SHP kabuki theater
This is Proxy Countdown. Welcome to the big show for the week of July 7, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown, our wrapup of the 2025 proxy season:Our top …
Notes de l’épisode
This is Proxy Countdown. Welcome to the big show for the week of July 7, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown, our wrapup of the 2025 proxy season:
Our top theories, including:
The Fortune 500’s quiet rejection of having a minimum of three women on the board
And companies who sidestep the alternative democracy by appointing directors less than a month after their annual shareholders meeting
Highlights from the proxy cage match season, including:
Shareholders suddenly paying attention when an activist comes knocking
And the quirky battles between ISS and Glass Lewis
A look back at trends from the meeting votes, including illogical shareholder voting patterns and directors still don’t matter
And finally, on the Big Vote, Matt takes a deeper look at the 2025 proxy season data
<TRADE WIRE BUMPER>
Trade Wire - BUY/SELL
Top Theories:
Absurd Golden Hellos:
CFO Turnover craziness
Fortive Corporation’s new CFO Mark Okerstrom will receive a golden hello package consisting of a one-time sign-on cash award in the amount of $2.5M and a one-time sign-on equity award with a target value of $10M
State Street’s new CFO John Woods gets a one-time cash payment of $1M and then One-time buy-out awards consisting of $3M cash and $12M equity.
New MongoDB CFO Michael Berry will get two equity grants: a new hire grant worth $9M and a sign-on bonus grant worth $3M. It’s cute how they each have their own name.
Peggy Alford, eBay’s new CFO gets $14M in new hire equity along with about $7M in one-time equity make-good payment equity Again, thanks for naming complicated stuff eBay
Likewise, Western Digital’s new CFO Kris Sennesael starts with $2M cash; $10M equity
Zscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUp
Newly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses.
Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him?
Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity.
While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary.
The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions.
Director golden hellos
MicroStrategy will now grant new directors a golden hello package consisting of $2M in equity. Nothing spells independence like a $2 million handshake.
Also waiting 19 days was MicroStrategy, who snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.
Palo Alto Networks has appointed 2 new directors: Helle Thorning-Schmidt and Ralph Hamers. They will each receive a golden hello equity grant worth $1M. In addition, Palo Alto directors receive about $400,000 in annual pay. Compensation amounts such as these immediately call into question whether the new directors will be able to provide effective and independent oversight of management.
CEOs
At Fiserv, the golden hello package for new CEO Michael Lyons consists of a replacement equity award valued at roughly $28M and a cash payment of $11,665,108.57. It’s so specific it almost hurts my heart.
Skyworks Solutions’ new CEO Philip Brace, who is replacing Liam Griffin, will be welcomed with $30M in performance shares and $300,000 for relocation expenses. The relocation expenses alone represent a CEO pay ratio of 9:1 while the golden hello bonus of $30 million is 924 times greater than the median worker’s compensation. Let the power trip begin!
And Gerrit Kazmaier, the new President, Product and Technology of Workday, will receive a welcome duffle bag full of $1M cash and $30M equity.
Crown Castle announced that Dan Schlanger will become interim CEO after the termination of CEO Steven Moskowitz. Dan tried to retire a few months ago but the company is throwing almost $10M to stay as interim CEO: including a monthly stipend of $100,000 and over $9M in equity.
While The Kroger Co. has still not divulged why it fired longtime CEO and Chair Rodney McMullen, other than unhelpfully labeling his dismissal due to foul “personal conduct,” we now how expensive interim CEO and Chair Ronald Sargent will be: he will receive an annual base salary of $4,350,000, annualized for the duration of his service, and a stock grant valued at roughly $4M that will fully vest in one year.
At Intel, new CEO Lip-Bu Tan has a bizarre golden hello package which could be worth as much as $400M if he hits all his performance targets. In addition, Tan will have to personally invest $25 million of his own money in the stock during his first 30 days on the job, and hold it for the next five years, meaning he could potentially lose money if he sucks at his job.
Insulet’s new CEO, Ashley McEvoy gets $15M in equity while the former CEO, James Hollingshead, walks away with $8.3M, including outplacement services of $25,000 and a $500 per hour consulting fee for 60 days. So if you see James hanging around a lot in the next few months I think you know why. Not bad for a dude who was CEO for nearly 3 years.
UnitedHealth Group CEO Sir Andrew Witty has resigned six months after UnitedHealthcare CEO Brian Thompson was murdered in New York City. In his place, former CEO and current Executive Chair Steve Hemsley will boomerang back into a role he originally vacated in 2017.
Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO.
New Entegris CEO David Reeder starts with $410K cash/$11M equity, before even making a single decision other than “yes, I’ll take the job.”
Bath & Body Works has a new CEO, Daniel Heaf, who will replace Gina Boswell. The total bill to shareholders is more than $17M: a golden hello of $5M and a golden parachute of $12M
And at Omnicom Group, Chair and CEO John Wren is giving up his $1M annual salary in order to get a massive pile of 4M options without performance-based conditions. This means that if the company can get back to its share price from only 6 months ago the CEO will have managed to make $120M.
New FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity.
The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation.
Retention awards
Goldman Sachs CEO/Chair David Solomon and COO John Waldron each received retention grants worth $80M just to keep… um… doing their jobs. $39M wasn’t enough for DJ D-Sol I guess, vinyl is expensive.
Chief Information and Digital Officer Thomas Peck, Jr. is getting a one-time equity award of $1.5M at Sysco Corporation to focus him on the successful implementation of a significant, multi-year technology initiative.
CEO Gavin D.K. Hattersley is stepping down at Molson Coors Beverage Company. The other Named Executive Officers will receive over $6M in retention equity awards NOT to quit, CFO Tracey Joubert will get $4M.
And MGM Resorts CEO William Hornbuckle gets a special one-time cash bonus of $8M merely for continuing to do his job as he signs a new employment agreement.
CBRE Group’s COO Vikram Kohli received a one-time cash retention bonus of $1.45 million for not quitting. If the Company terminates Mr. Kohli without Cause or he resigns for Good Reason, there is no obligation to repay the Retention Bonus.
On May 21st, about a month after its 2025 proxy statement, Thermo Fisher Scientific announced a $60M retention equity award for CEO Marc Caspar “to secure his continued leadership through at least May 2030.”
On that same day, shareholders resoundingly rejected Thermo Fisher’s Say on Pay proposal: 65% NO
Pay Committee chair Dion Weisler (13% NO), R. Alexandra Keith (2% NO), James Mullen (2% NO), Scott Sperling (6% NO)
Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. Fairbank
Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M.
Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median.
Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M.
Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program.
Down to 2F
Meg Crofton is stepping down at HCA Healthcare, meaning the board will have only two women with a total of 3% influence.
Suzanne Nimocks will be leaving the board of Ovintiv. The Ovinitiv board is now down to only two women with a total of 12% influence
And after two decades of board service with only 3% of influence, Diana Cantor is out at Domino’s Pizza, which means the Domino’s board is also down to only two women with a total of 8% influence.
Tina Hunt leaving the Veeva Systems board: Down to 2F with 7% total influence.
Likewise at Emerson Electric: Director Leticia Gonçalves Lourenco tendered her resignation Down to 2F with 7% total influence
Laela Sturdy steps down at UiPath, leaving only two women on the board with a combined influence of 2%.
The ‘Down to 2F’ trend continues: Nancy Tellem stepping down at Rocket Companies
Keeping 2F
Nutanix is comfortable with only two women as they replace retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who also has experience being CFO, and a guy that already serves on four other publicly-traded companies so he understands how to schedule board meetings.
Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell Technology
At Live Nation Entertainment Trump administration toady Richard Grenell joins a 2-women Board; just this morning the new Live nation Entertainment director tweeted: “Left wing violence is out of control from Palm Springs, CA to Washington, DC. Leaders on the Left must speak up now. We all must focus on this growing Left wing violence problem.” Grenell is miraculously the acting president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”
Director Brian Ruder has stepped down from the board of Informatica. Despite the fact there are only two female directors with a total of 9% influence, Informatica immediately appointed another man to the board: Alex Vander Linde, who will serve as a Class III director, meaning shareholders won’t be allowed to have a say on his appointment until the annual meeting of stockholders to be held in 2027
In honor of our fake meritocracy and very real anti-DEI business climate, American Financial Group is expanding its sausage party to 11 dudes and only 2 women as Craig Lindner Jr. and David L. Thompson Jr. are added to the board.
In true meritocratic bullshit, the press release states that “There are no arrangements or understandings between Mr. Lindner or Mr. Thompson and any other person pursuant to which Mr. Lindner or Mr. Thompson were elected as Directors of the Company” but it fails to mention that Craig Jr. is the son of the co-CEO and the nephew of the other co-CEO. Whatever, dude!
<a
Adding directors right after the AGM, plus Hoag stays, pay for bottom quartile, and attendance bites again
Trade Wire - BUY/SELLTop Stories:Netflix Rejects Jay Hoag’s Resignation, saying “Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders” despite the …
Notes de l’épisode
Trade Wire - BUY/SELL
Top Stories:
Netflix Rejects Jay Hoag’s Resignation, saying “Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders” despite the glaring flaw in its logic that 79% of stockholders said NO.
In new hires:
DTE Energy announced that COO Joi Harris would be the new CEO, succeeding Jerry Norcia, who will become executive chair. Joi is a double ceiling breaker: becoming the first black woman in the role.
UDR’s new CFO is David Bragg, who lasted only 16 months as CFO at Roots Management Group from March 2024 to June 2025.
The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation.
The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions.
Starbucks appointed two uber-networked directors to its Board of Directors:
Dambisa Moyo is on the boards of Chevron Corporation and Condé Nast and previously served on the boards of SABMiller, Barclays Bank, 3M, and Seagate Technologies.
Marissa Mayer previously served as CEO and director at Yahoo!. Mayer currently serves on the boards of Walmart, AT&T, and Hilton Hotels & Resorts. She also served on the board of Nextdoor.
In ‘circumventing the alternative democracy’ news:
Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting. Democracy avoided.
Similarly, PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.
Also waiting 19 days was MicroStrategy, who snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.
In ‘here’s some more money for hanging around’ news:
Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M.
Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median.
Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M.
Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program.
And finally, in a tribute to simpler times, here’s the announcement: “On May 20, 2025, at the Contractor Connection RESTORE Conference, Larry C. Thomas, global president of Platform Solutions of Crawford & Company announced his plans to retire from the Company effective at the end of the year. Mr. Thomas has been with the Company since 1983.”
Retiring at a conference; seems so old-fashioned
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee:
“Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”
2024 vote: Wielansky (99.6% YES) and Freed (98.8% YES)
ISS Supports Compelling Case for Change to AstroNova Board of Directors
ISS finds “change at the Board level is warranted to improve independence and oversight”
2024 vote: 97% YES for entire board last year
ISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman.
2024 vote: Against: 2.4%; Abstain: 12.1%
Texas Enacts New Law to Regulate Proxy Advisory Firms
SB 2337 aims to limit proxy advice based on "nonfinancial" factors such as ESG and DEI and requires proxy advisors to provide a "specific financial analysis" for any recommendation in opposition to management's position.
And lastly, Lamb Weston reached a settlement with Jana Partners allowing the activist investor to add six new directors: four Jana candidates and two other mutually agreed-upon directors.
The Jana candidates include Timothy McLevish, a former Lamb Weston executive chairman and Jana's portfolio manager Scott Ostfeld.
The other additions are: Bradley Alford, a former Nestle USA CEO who will become chairman; food industry executive and Continental Grain adviser Ruth Kimmelshue; and the two new mutually agreed on directors are Lawrence Kurzius and Paul Maass, who both have food industry experience as top executives.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Here are the highlights from 33 large-cap annual meetings over the past 2 weeks:
16 total SHPs: but from only 9 companies, meaning 24 meetings had zero SHPs
Only 2 “wins” overall:
Vertiv Holdings:
Joseph van Dokkum 46% NO
Jacob Kotzubei 54% NO
Viridian Therapeutics
51% NO increase equity plan by 8M shares
7 “moral” victories (over 30%):
EBAY
call a special meeting 49% YES
Equity Incentive Award Plan 45% NO
BJ's Wholesale Club
GHG emissions reduction 30% YES: Trillium ESG
First SHP since its 2018 IPO
DELTA AIR LINES
Act by written consent 42% YES
COSTAR GROUP
transparency in political spending 33% YES
46% NO Pay
ANSYS
Act by Written Consent 41% YES
The shareholder disconnects:
COSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO Pay
IonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for vote
The shareholder connects?
DELTA AIR LINES: Act by written consent 42% YES
ANSYS: Act by Written Consent 41% YES
The directors : 5 over 20%
Losers
Core & Main: Gipson 35% NO (classified)
Okta: Epstein 29% NO (classified)
Viridian Therapeutics: Gheuens 23% NO (classified)
BIOGEN: Dorsa 22% NO; Rowinsky 22% NO
Freire 17% NO; Hawkins 17% NO; Langer 17% NO; Mantas 19% NO; Sherwin 17% NO
COMCAST: Baltimore, Jr. 21% NO; Bacon 25% NO
Bell 15% NO; Honickman 16% NO
VEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NO
Vertiv Holdings
Joseph van Dokkum 46% NO
chairman of the Nominating Committee: 1 woman; 9 men
Jacob Kotzubei 54% NO
Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances
CrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)
Winners
Robinhood Markets: John Hegeman 99.94% YES
Dell Technologies: David Grain 99.93% YES
The oddities:
Smallcap: Red Cat Holdings: 4 out of 5 directors about 57% NO; Thompson 2% NO
CEO Jeffrey Thompson controls 14% of voting power
Mastercard:
racial equity audit report 11% YES: SEIU MasterTrust
affirmative action risks 0.4% YES: National Center for Public Policy Research
COMCAST: CEO pay ratio factor 4% YES; independent chair 27% YES
KROGER:
discarded cigarette pollution 9% YES: Sister of St. Francis of Philadelphia
third-party mandated framework on U.S. farmers 15% YES: Domini Impact Equity Fund
safeguarding the privacy of consumer health data 14% YES: Rhia Ventures
NVIDIA:
eliminate holding period requirement to call a special meeting 7% YES: John Chevedden
new director election resignation governance policy 18% YES: The New York City Carpenters Pension Fund
modify existing reporting on workforce data 18% YES: Trillium ESG Global Equity Fund
<THE BIG VOTE BUMPER>
THE BIG VOTE PICKS
MATT
MATT:
The Plus30s
Damion steadily pulling directors added to boards right after AGMs
Why it matters:
Most vesting, turns out, isn’t 1 year, it’s “directly prior to the annual meeting” and pro rata from start date
Directors get nearly full salary PLUS fully vested stock before ever getting a vote
Directors are added often as part of board expansion without vote - investors are voting entirely on incumbent slates
The owners don’t choose their representatives, the representatives choose themselves
The average director tenure for a large cap company is about 7 years - that means nearly 14% of the average tenure is over before investors weigh in
I got to asking how often this happens - and are there patterns
Methodology:
Get AGM dates in the last 5 years
Get director start dates in the last 5 years
Find all non-executive directors that started 30 days or less after the AGM
How many directors have a year of no accountability?
Find the nom chair at the time of the election
Are there nomination chairs that do this repeatedly?
Results
Totals:
Average days for director adds (plus/minus the AGM) is 90
90 days before or after the AGM on average, directors get added
292 directors added within 30 days post AGM in 5 years
79 times, directors were added INSIDE A WEEK of the AGM
227 companies added those directors
The companies with multiple directors in a single year are often merger agreements
29 companies added directors ONE DAY after the AGM
Worst of the worst: Rockwell Automation
Only US company to do this three years in a row - 2022, 2023, 2024 - classified board
In 2022, Robert Soderbery added after board expansion ONE DAY after AGM
Not in proxy, no mention of expansion
Kalmanson chair of nom committee, Holloman, Kean, and Payne on it
In 2023, Phillip Holloman retired the day of the AGM, the replacement director Alice Jolla was added ONE DAY after the AGM
Holloman on the proxy, no mention of retirement
Jolla not in the proxy
Kalmanson nom chair, Gipson, Holloman, Keane on committee
In 2024, Rockwell expanded the board AGAIN adding Tim Knavish ONE DAY after the AGM
It was not discussed in the proxy, nor was Knavish up for vote
Bill Gipson nom chair with Jolla, Parfet
Common directors:
Parfet was lead “independent” chair at 15 year tenure
Keane on the board for 12 years, on and off nom committee
Moret CEO for 7 years - but this seems like the Parfet show
Pattern 1: classified boards
48% of the boards are classified - so directors already have limited accountability, and that’s 40% more than companies who HAVEN’T done this
So about HALF of the director adds won’t see a vote for nearly TWO years or more rather than one
Pattern 2: board expansion
Board expansion right after the AGM is unusually common among these companies
Pattern 3: network power
The boards that do this tend to be highly networked and powerful boards - 16% more network power on average than non Plus30s
Pattern 4: LESS insiders on the board
By 15% on average - which seems surprising unless you think of these being “board run” companies, not management run? It gels with seeing more Socialist boards (boards run by the committees rather than management)
Directors
Two directors stand out as having this done TWICE at two different companies in the last five years
Jodi Taylor
Mister Car Wash, Inc - added 7 days after AGM
JM Sucker - added 1 day after AGM
Jorge Titinger
Formfactor Inc - added 24 days after AGM
Ichor Holdings - added 20 days after AGM
Founder boards, plus Zaslav’s payday, and the death of shareholder proposals
Trade Wire - BUY/SELLTop Stories:The moneyIn response to angry shareholders:Two weeks after 60% of Warner Bros. Discovery shareholders rejected CEO David Zaslav’s $52M pay plan, the Compensation Committee …
Notes de l’épisode
Trade Wire - BUY/SELL
Top Stories:
The money
In response to angry shareholders:
Two weeks after 60% of Warner Bros. Discovery shareholders rejected CEO David Zaslav’s $52M pay plan, the Compensation Committee restructured his plan using Hollywood’s latest CGI, special effects, and most seasoned stunt doubles: his new plan reduces his annual pay targets significantly–from $37M to $17M if he hits 100% of his targets–but the devil is in the details as he is eligible for $37M if he reaches 200% of his targets and is getting a massive option grant of 21 million shares at an extremely low strike price of around $10 per share, giving him the theoretical opportunity to make $1.4B if Warner Brothers’ share price regains its 2021 high of $77.
To walk in the door:
Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity.
While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary.
Boeing’s longest-tenured director Lynn Good joins the Board of Morgan Stanley just two days after the crash of a Boeing 787 Dreamliner in India killed more than 200 people.
Yum! Brands CFO Christopher Turner has been promoted to CEO to replace David Gibbs. In doing so, the company skipped right over Chief Operating Officer and Chief People & Culture Officer Tracy Skeans who has been at the company 20 years longer than Chris and in her dual roles oversees two key industry areas of risk in customer experience and labor management.
Maybe we have Yum! Brands Chair Brian Cornell to thank for this decision? As CEO of Target Brian has overseen the company’s recent demise due partially to customer-alienating decisions surrounding the lack of support for Gay Pride and the sudden abandonment of the company’s DEI policies due to the perceived threats from a US election.
At Yum Brands’ annual meeting last month Chair Cornell received 17% votes against his reelection, more than 3 times greater than any other director.
Continuing to follow the trend of large cap companies with only 2 women on the board:
Thomas Frist, III is stepping down at VeriSign, a board with only two women. Will they take this opportunity to replace him with a woman?
Same thing at Nutanix where Brian Stevens just stepped down on a board with only two women
And at Live Nation Entertainment where Greg Maffei’s 33% influence just left the board.
Affirm Holdings, however, is keeping the board at two women ignore the problem by replacing retiring director Keith Rabois with Richard Galanti, keeping its board below the accepted minimum threshold of three women on the board.
And finally, Pitney Bowes has cleverly circumnavigated shareholder approval as it appointed Brent Rosenthal to its Board only a month after its annual meeting in May.
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist investor , which owns about 1% of Victoria’s Secret, is arguing that the company has failed to realize its potential since its separation from its parent company, L Brands, in 2021. Specifically, CEO Hillary Super “has limited chief executive and public company experience with only a brief tenure in intimate apparel.”
CEO Hillary Super (September 2024-)
CEO, Savage X Fenty, intimates retailer, 2023 – 2024
CEO, Anthropologie Group, 2020 – 2021
Global President, Anthropologie Group, 2019 – 2020
Co-President, Anthropologie Group, 2018 – 2019
President of Women Apparel, Accessories, Beauty and Bridal, Anthropologie Group, 2017 – 2018
Six directors sat on the board during the company's decline and the remaining two independent directors "have limited experience successfully scaling global consumer businesses … We believe that Victoria’s Secret requires a reconstituted Board comprised of directors with proven experience in brand revitalization, operational execution, international expansion, and shareholder value creation … “ [the retailer] should consider replacing a majority – if not all – of the Board with independent directors who bring relevant backgrounds, fresh perspectives, and a strong track record of value creation."
8F/2M
Chair Donna James, (2021-); (L Brands: the former parent company of VS&Co, 2003 – 2021)
Chairman George Mayes was voted out and then resigned at Forward Air’s annual shareholder meeting last week. Directors Javier Polit and Laurie Tucker have also stepped down despite receiving a majority vote. The Board has appointed Jerome Lorrain as Executive Chair and Paul Svindland as Lead Independent Director.
Ancora Holdings, which owns a 4.1% stake, previously said the three “unfit legacy directors” cannot be trusted based on their “history of inaction, failed oversight and highly problematic decisions,” blaming them for the company’s decision to pursue the Omni Logistics acquisition in August 2023.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Here are the highlights from 45 large-cap annual meetings over the past week:
30 total SHPs: but from only 13 companies, meaning 32 meetings had zero SHPs
Nearly half (13) came from Alphabet
only 3 on G
4 on AI
equal shareholder voting 31% YES (highest YES vote)
A stockholder proposal presented at the 2025 Annual Meeting but not included in the 2025 Proxy Statement regarding a report on implementing AI app preload capabilities into Android OS 0.000273% YES (lowest)
342|12,515,614,679|1
27 of 45: zero shareholder proposals and zero shareholder dissent.
Only 2 wins overall:
Fidelity National Financial: elect each director annually 93% YES
MONOLITHIC POWER SYSTEMS: call a special shareholder meeting 58% YES
7 “moral” victories (over 30%):
Alphabet: equal shareholder voting 31% YES
96.1% of Class B shares (10 votes) held by Larry Page/Sergey Brin/Eric Schmidt/John Doerr=57.3% voting power; 73% on non-class B voted YES
Marvell Technology: Independent Board Chairman 38% YES
CORPAY: independent Board chair 39% YES
Fortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YES
Fidelity National Financial: (MGMT Prop) redomestication of the Company from the State of Delaware to the State of Nevada 34% NO
Chipotle Mexican Grill: 45% NO on Pay
“One-time retention awards” on August 2024 after Brian Niccols left: $38M aggregate to NEOs
CORPAY: 47% NO on Pay
The shareholder disconnects:
Chipotle Mexican Grill: lowest director 4% NO Fili-Krushel & 45% NO on Pay
Target: lowest Cornell 9% NO and Stockton 5% NO
The shareholder connects?
Marvell Technology: Independent Board Chairman 38% YES
CORPAY: independent Board chair 39% YES
Fortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YES
The directors : 5 over 20%
Regeneron Pharmaceuticals: Brown 27% NO (classified)
Natera: Gail Marcus 29% NO; Roy Baynes 19% NO (classified)
Pure Storage: 64% NO Scott Dietzen; 21% NO Charles Giancarlo; John Murphy & Greg Tomb 18% NO (classified)
Dietzen Vice Chairman and Former CEO (2010-2017) and on Nomination and Risk Committees; referred to as "Independent"
CORPAY: Joseph W. Farrelly 26% NO
Alphabet: Larry Page 19% NO (44% NO)
Page/Brin 52% Voting Power
The oddities:
The oddities:
<THE BIG VOTE BUMPER>
THE BIG VOTE PICKS
MATT
NVIDIA
Founder firm, top of its game, on any given day largest company in the world at 3.5tn cap - with no governance of its founder
Could Nvidia be the next Tesla?
Similarities:
AI meme wave - trades at a 40-50 P/E ratio, which was a 140 P/E (Tesla traded at 40-50x before they started losing money, now at a 180)
Deeply entrenched boards (more on that)
Deeply oversized pay packages
Stanford
Both immigrants
Deep relationship WITH Musk
Outsized, leather jacket wearing CEOs
Kissed Trump’s ass about tariffs
From 2018: US chipmaker Nvidia's founder and Chief Executive Jensen Huang said curbing China's technological development could not be achieved by adopting heavy tariffs.
From May: “Obviously, I don’t know all of his ideas, but let me tell you about two that are incredible,” answered Huang. "The first one is utterly visionary. The idea of tariffs being a pillar of a bold vision to re-industrialize to onshore manufacturing and motivate the world to invest in the United States is just an incredible vision.”
Deep dive into founder boards - who do we hire to work with outsized, unique, long-term founders
Defining “Founder boards”
152 US founder firms that IPOed 10+ years ago
“Mature” public founder firms
Not controlled companies - 1 share, 1 vote or no majority shareholder
Includes Nvidia, Amazon, Tesla, not Meta, Berkshire, Oracle, Nike
1,395 US non controlled, non founder firms (the control group)
Findings
Surprising things that are the same between founder boards and non founder boards
Same percentage of VCs on the boards on average - speaks to the importance of private markets
No age differences on average
No gender gap difference on average after adjusting for founder and CEO power - this surprised me
When you include founder power on boards, it definitely skews to much larger gender power gaps, but adjusted shows that if NOT for the founder, you’d have near parity
In fact, in the control cohort, the power gaps are better as soon as you exclude CEOs, too - the fact that men hold the vast majority of the top positions everywhere is THE LARGEST difference in power gaps on boards
Solution: no CEOs on boards, you’ll have better power parity
Biggest differences
Founder boards skew long tenured - 15% of founder boards have more than 15 years tenure, compared to 12% of the control
VCs stick around longer - 46% of VCs on the board stay more than 10 years vs. 36% for control
VCs in general have longer tenure
Founder boards tend to underperform on earnings, outperform on TSR
Founder boards rely LESS on connections to one another - it’s only the connection to the founder that matters
Summary thoughts
Boards operate in one of two ways: fetishize the most powerful person in the room (founder, CEO) OR as a social club (high degree of interconnectedness)
Nvidia needs governance now, not later…
Nvidia is an outlier - nearly 60% of the board is long tenured, with 33% of board more than 15 year tenures - only other company this bad is Netflix at mega caps - all of which were original investor VCs
Tench Coxe - like Robyn Denholm - has not only been around for 30 years, his shareholdings have made him a billionaire from just this company
Harvey Jones and Brooke Seawell haven’t just been at Nvidia for more than 30 years EACH - they worked together at Synopsis in the 1990s
Of the 13 directors, 8 have been on the board at least 10 years - the average tenure of the Nvidia board is 13 years, and 62% of it wouldn’t be considered independent in the UK
If our advice at Netflix was to break up the lack of independence - and investors have rewarded Netflix with a lower average vote for directors than peers (94% vs. 96% average), and the longest tenured directors get 90% routinely over the last decade
Just on its face, who makes decisions:
Ex head of marketing for NFL and former food executive (Dawn Hudson)
Ex 31 year Taco Bell executive (Melissa Lora)
Two professors (John Dabiri, Persis Drell)
Ex NASA engineer (Ellen Ochoa)
Lawyer (Stephen Neal)
Ex CIO of a drug company (Aarti Shah)
FIVE 1990s/00s tech and VC bros - all bros - Rob Burgess, Tench Coxe, Harvey Jones, Brooke Seawell, Mark Stevens - most of whom have been with Jensen Huang for 30 years
This is easy - break up the 90s tech VC fraternity block:
Vote out Brooke Sewell
Vote out Harvey Jones
Vote out Tench Coxe
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