Aflac’s Atlanta crew, plus vote avoidance at AIG and Ball Corp’s vote prediction
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