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, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since May 1stThe headlinesBERKSHIRE HATHAWAYCharles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFOMr. 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 yearEMERSON ELECTRICelected Jennifer G. Newstead 3 women!GENERAL MILLSLong-tenured director Steve Odland (2004-) stepping downDana McNabb named COO, been with the company since 1999 and is also becoming a directorCFO getting a one-time $3.5M equity award while CTO is getting $2.5M‍ ‍Down to 2FStupid moneySnap Inc (SNAP)$14.9M golden hello equity award for new CFO Douglas HottDumb stuffDUCOMMUNappointed Mark A. Caylor as a Class II Directorto serve for a term expiring at the annual meeting of stockholders in 2029appointed to serve as a member of the Board’s Audit CommitteeTrade DeskSamantha Jacobson resigning as Chief Strategy Officer but will continue to serve as directorToll Brothersnew COO Seth J. Ring added to boardOCCIDENTAL PETROLEUMVicki Hollub stepping down as CEO, replaced by Richard JacksonVicki staying on board, Jackson added 4/30 but not voted on 5/1PLAINS ALL AMERICAN PIPELINEappointed Cynthia B. Taylor to boardThe former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability CommitteeSmart StuffWEC ENERGY GROUPHaving 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, 2026COMMERCE BANCSHARESBenjamin 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 TECHNOLOGIESDirector John G. Mayer resignedResignation 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 MATCHVictoria’s Secret rejects activist investor Brett Blundy’s board pushSwatch shareholders reject activist investor's bid for board seatSteven 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 1st153 meetings at large market caps82 total SHPs: 4 VictoriesVERTEX PHARMACEUTICALS: act by written consent 57% yesALBEMARLE: call a special meeting 57% yesCF Industries: excessive golden parachutes 51% yesNRG ENERGY: call for a special shareholder meeting 56% yesHateConstellation Energy: Report on DEI Initiatives 1% yesNational Center for Public Policy ResearchAccording to 1792 Exchange’s Corporate Bias RatingsTRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yesThe Heritage FoundationAccording to 1792 Exchange’s Corporate Bias RatingsINTERNATIONAL BUSINESS MACHINES CORP (IBM)Report on AI Bias: 2% yesNational Center for Public Policy ResearchThe White House has issued an executive order specifically seeking to combat “woke” AIReport on Discrimination in Charitable Support: 2% yesThe Heritage FoundationIBM has a perfect score on the Human Rights Campaign’s Corporate Equality IndexCOCA COLASustainability Committee By-Law Amendment 0.87% yesNational Center for Public Policy Research“Being good might cost too much”Plastics Packaging Policies 0.8% yesNational 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% yesBowyer Research“Being good might cost too much”DOMINION ENERGYESG/DEI Compensation Metrics 1% yesThe Heritage Foundation“Being good might cost too much”AMERICAN EXPRESStransgender healthcare treatments for minors 0.4% yesInspire InvestingAmerican Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Indexpolitical bias risk oversight 0.9% yesNational Center for Public Policy ResearchAccording to the 1792 ExchangeFIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yesInspire InvestingBut wait: “Being good might cost too much”??COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yesNational Legal and Policy CenterIndependent Board Chair (19)Avery Dennison: 39% yesCORNING: 18% yesGILEAD SCIENCES: 27% yesWEST PHARMACEUTICAL SERVICES: 46% yesEVERSOURCE ENERGY: 26% yesCARVANA: 4% yesBANK OF AMERICA: 32%DOMINION ENERGY: 24% yesBERKSHIRE HATHAWAY: 15% yesAFLAC: 12% yesPEPSICO: 26% yesBRISTOL MYERS SQUIBB: 27% yesECOLAB: 26% yesAbbVie: 39% yesPRUDENTIAL FINANCIAL: 30% yesDOVER: 36% yesCORPAY: 30% yesLOCKHEED MARTIN: 37% yesCOLGATE PALMOLIVE: 29% yes   pay over 10% NOGOLDMAN SACHSpay 30% noPay committee chair Kimberley Harris 26% noBERKSHIRE HATHAWAYsay on pay every 3 years 66%OMNICOM GROUP44% no payavg 97% yesMOLINA HEALTHCARE47% no payavg 97% yesDirectorsTrade Deskclassified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yesUmmmmmmmmm?pluralitySERVICE CORP INTERNATIONALSara Martinez Tucker  17% noC. Park Shaper 18% noVictor L. Lund 21% noAnthony L. Coehlo 21% noMarcus A. Watts (Lead Ind. Director) 57% noUmmmmmmmmmm?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% noCORPAYAnnabelle Bexiga 24% noThomas M. Hagerty 26%Steven T. Stull 28% noHala G. Moddelmog 31% noJoseph W. Farrelly 39% noSOUTHWEST AIRLINESNom Committee chair Christopher P. Reynolds 39% noOther stuffDT 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% yesNVR: 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% yesRB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yesBoth in-person and virtual meetingsUNITED 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 2026May 18Valley National Bancorp (VLY) Virtual ~$4B 3/0Vishay Intertechnology (VSH) Virtual ~$3B 3/0May 19JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0Zebra Technologies (ZBRA) Virtual ~$15B 3/0Permian Resources (PR) In-Person ~$13B 5/0May 20BlackRock, Inc. (BLK) Virtual ~$140B 3/2Northrop Grumman (NOC) Virtual ~$75B 3/2Zoetis Inc. (ZTS) Virtual ~$80B 3/0EOG Resources, Inc. (EOG) Virtual ~$75B 3/0GE Vernova Inc. (GEV) Virtual ~$55B 3/1S&P Global (SPGI) Virtual ~$160B 3/0May 21Leggett & Platt (LEG) Virtual ~$2B 4/0IDACORP, Inc. (IDA) Virtual ~$5B 3/0The Home Depot (HD) Virtual ~$350B 3/2Harley-Davidson (HOG) Virtual ~$5B 4/0May 22Honeywell International (HON) Virtual ~$140B 3/1The Allstate Corp (ALL) Virtual ~$50B 3/1Apple Hospitality (APLE) In-Person ~$3.5B 3/0<THE BIG VOTE BUMPER>THE BIG VOTEAGM Date: May, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard %BlackRock %Fidelity %Performance outliers:Overall:EBITDA ..Carbon ..TSR ..Controversies ..Board stuffCommitteesAudit (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 SkillsGender Power Gap -%OtherDIRECTORSSteven D. Black 73/2020/m fnc 10%Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorganPrior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. Votes Against Last AGM: 3% noSAY ON PAY% NO 2025CEO Pay Ratio :1      SHPsMattOVERVIEWFirst some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home DepotFour 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 shitRetail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from HiltonMilitary - Grady, Roughead, WelshKrishna (IBM CEO) and Brown sit on IBM board togetherWhat 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 safetyLowest core knowledge of the group - 17% of the board has any overlapping core knowledge at allAll four have >50% of directors connectedWhopping 771 connections in our DB for the 4 companiesAll four have >50% board current or ex CEOsAll 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 boardOnly the JPM board have directors batting over 570 for TSR - everyone else below42 of the 55 directors are below 500 for TSR13 of BLK’s 19 directors bat below 400 on TSR17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothingThe “Business Roundtable” BoardCEOs on boardsThe 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 todayCEOs 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 CEOsWhen the CEO is chair, it’s reasonable to assume this is even more the caseSo if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where?Trade associations, non profits, college trusteeshipsOverall, 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 itIncidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie DimonFor the four companies this week, a majority of connections for all of them run through the BR:THE BUSINESS ROUNDTABLE INC 213CATALYST INC 159The Partnership for New York City Inc 146THE BUSINESS COUNCIL INC 139First company to show up is IBM with 59 routes through themWhy it matters?IndependenceGroupthinkWhen 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 directorsOf 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 boardsPhebe NovakovicKathy WardenVirginia RomettyAlex GorskyJames DimonMark WeinbergerArvind KrishnaWilliam Ford Where this really matters: BLK and JPMBlackrock OWNS the largest stake in most companies in the US, JPM is a massive asset ownerA director like Hans Vestberg, who was CEO of Verizon, sits on Blackrock, his owner’s, board, or Phebe Novokovic. CEO of General Dynamics, sits on JPMNovakovic, Rometty, Gorsky, Dimon, Weinberger - all have cross pollination at other boards, are paths to Home Depot, BLK, Northrop, all on JPMAn upcoming paper from bram van der Kroft and his team at MIT now shows the cost of that:Asset managers with owned company executives sitting on their boards have abnormal voting patterns in favor of management at those companiesThose management favorable voting conditions persist even after that director leaves the asset manager boardThe addition of those executives is tied to getting the pension business of the company - the estimate he showed me was several million dollars in fees worth of valueThis is a straight quid pro quo - put a company executive on your board whose business you want, vote with management all the time, land the fees, rotate and repeatVotingThis week is a case study in the ineffectiveness of the US corporate board - it doesn’t matter if the company does well (JPM) or poorly (BLK), if the CEO is a big loud mouth (Dimon) or quiet (Warden), the board’s job isn’t to represent shareholder interests - it’s to represent a system or culture of self interestsThe voting recommendation here is pretty simple: ask who represents you as a shareholder