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 appointed CEO and director$3M golden helloNIKE: John W. Rogers, Jr. resigning (2018-2026)35% no vote in 2025; 40% in 2024; 35% in 2023RPT: De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer3rd big LT board left recently:McDonald's (2003-2023); Exelon (2000-2019)3% influence; redundant skillsetAlso at NIKE: new CFO David Denton golden hello up to $15.25M cashAt Pfizer since 2022; Lowe’s from 2018-2022Stupid moneyTYSON FOODSAmended 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 yearformerly: 275 hours for him only/only security and not additional $150kJPMORGAN 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 stuffCINCINNATI FINANCIAL: appointing Lisa M. FranchettiAdmiral 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 directorSMITH A O: Kevin J. Wheeler will retire as Executive Chair, but remain a directorCEO Stephen M. Shafer becomes Executive ChairSmart-ish StuffAeroVironment: appointed William J. Lynn, III as Class I directorThe 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 2FFound their 3rd: CENTENE: elected Lauren TylerDespite a female CEO (Sarah London)‍ ‍<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHNew 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 Type20252026% ChangeIndependent Board Chairs3392+179%Written Consent Rights1351+292%Lower Special Meeting Thresholds1829+61%Executive Severance Pay308-73%Director Resignation Policies197-63%Clawback-Related Proposals150~The Haters: anti-ESG activists are focusing on G to fudge their numbers39 G proposals this season: 24 in 2025; 18 in 2024.11 independent chair proposals: 1 last yearaverage support rate of 25%: 5% last yearE&S CollapseE 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 42institutional 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" frameworkNo-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.TexasOut 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 18th25 meetings at large market caps9 total SHPs from 7 companies:Top story 0 VictoriesNoneAlmostAutodesk: Amend Special Meeting Right Threshold 48% yesEBAY: Special Stockholder Meeting Threshold 43% yesHateMost:OtherBJ's Wholesale Club: Majority voting 27% yesBlock, Inc.: Establish Board-Level Technology Committee 4% yesWorkday, Inc.:Disclose Employee Retention by Demographic 4% yesDisclose Voting Results Based on Share Class 15% yesDELTA AIR LINESCumulative Voting for Directors 4% yesAction by Written Consent 31% yesdisconnect…DOLLAR TREE: Action by Written Consent 5% yes   Say on PayCOSTAR 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% noIncreased rTSR target to 55th percentile (from 50th), with threshold of 30th percentile (from 25th);rTSR payout is capped at 100% if absolute TSR is negative2025: threshold (80% modifier) 25th percentile, target (100% modifier) 50th percentile, max (120% modifier) 75th percentile2026: threshold (50% payout) 30th percentile, target (100% payout) 55th percentile, max (200% payout) 80th percentile; super stretch (250% payout) 90th percentileend result in TSC: from $37.4M to $36.4Mfrom 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 38,846/97.100/233,040T-Mobile US: pay 27% noChristian P. Illek  21% no; Dominique Leroy 22% no; Raphael Kübler 22% no But only 3 of 5 pay members, not the chairIonQ, Inc.: pay 47% no (36% no 2025)classified: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% noOkta, Inc.: pay 24% noclassified: 95% avg yes DirectorsVEEVA 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 2008Co-founder/CEO Peter Gassner on board since 2007Vertiv Holdings: Steven S. Reinemund  23% no; Joseph J. DeAngelo 25% no; Roger Fradin 30% no; Joseph van Dokkum 46% noOne woman: Mr. van Dokkum serves as the chairman of the Nominating CommitteeExpedia 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 PlatformsNo committees: 4 board meetings. He’s 29; he has the energyOther stuffClassifiedCore & Main: Orvin T. Kimbrough 36% noCrowdStrike Holdings: Johanna Flower 23% no; Denis J. O’Leary 39% noIonQ, Inc.: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% noRevolution Medicines: Alexis Borisy 21% noFS KKR Capital: James H. Kropp 12% no; Michael J. Hagan 20% no; Elizabeth J. Sandler 29% no; Jeffrey K. Harrow 30% noGuardant Health: Manuel Hidalgo Medina 24% no; Ian Clark (Lead Independent) 35% noCrowdStrike Holdings: Advisory Vote on the Ratification of Supermajority Voting Provisions 14% yesUpcoming Annual Shareholder MeetingsMonday, June 29, 2026Snowflake Inc. (SNOW) ~$78 BQXO, Inc. (QXO) ~$12 BTopBuild Corp. (BLD) ~$11 BTripAdvisor, Inc. (TRIP) ~$1.5 BTuesday, June 30, 2026Devon Energy Corporation (DVN)  ~$50 BMongoDB, Inc. (MDB) ~$25 BThe Brink's Company (BCO) ~$4.0 BNCR Atleos Corporation (NATL) ~$3.2 BAlumis Inc. (ALMS) ~$3.0 BBraze, Inc. (BRZE) ~$2.2 BWednesday, July 1, 2026Green Brick Partners, Inc. (GRBK) ~$3.2 BTuesday, July 7, 2026GameStop Corp. (GME) ~$9.5 BCEO/main shareholder Ryan CohenGameStop 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, 2026Planet Labs PBC (PL) ~$8.7 BChewy, Inc. (CHWY) ~$7.5 BFounder Ryan CohenOlaplex Holdings, Inc. (OLPX) ~$1.3 B<THE BIG VOTE BUMPER>THE BIG VOTEMattDirector vote discrepancies: 2025 vs. 2026Biggest DROP - sudden against votesJabilJabil directors - though in fairness, they weren’t stellar votes anywayJohn Plant 2025 was 39.5% against, 2026 was 84% againstAuditVote predictor: 73% expected support prior to the meeting, 66% chance of >20% against - Steven Raymund as wellNV Tyagarajan was 6% against, is 69.7% against in 2026Nom, PayResignations 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 activistsJabil directors had MOST OVERPAYING board status in our April 3 Proxy CountdownSanminaMyhili Sankaran - 43% against, attendance, 1.3% against in 20252 year tenure, Nom committee, founder lead Totalitarian companyPediatrixJohn Starcher - 36% against, attendance, 1.6% against in 20256 year tenure, Pay committeeLESSON: Investors STILL ONLY CARE ABOUT ATTENDANCEThe 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 votesBoards are routinely REJECTING resignations UNLESS it’s politically expedient to accept (as in Cracker Barrel)Other notableFree 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 womenAverage 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 votesNetflixThe biggest year over year vote improvement was for the TWICE “deposed” director Jay Hoag at NetflixLast 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 2026Investors 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 overall390 TSR, 125 earnings marginBoards 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 entityAO Smith and Air ProductsAO SmithMartin Lois: 9% against from 37% againstAir ProductsDennis Reilley: 1.5% against from 38% againstPaul Hilal: 2% against from 39% againstAndrew Evans: 0.7% against from 29% against!Both were targets of activists in 2025, both not targets of activists in 2026LESSON: Investors only care about things FOR ONE YEARJay Hoag, irrespective of a 20 year tenure and multiple votes out, gets voting in since he attended the meetingsPerformance metrics uncorrelated to votesActivists cause due diligence (at both investors and ISS/Glass Lewis) - and that due diligence is ignored the following yearDirectors that were targeted by activists and/or proxy advisors in one year does not carry over - despite the fact that TSR/performance has not improvedIn fact AO Smith is NEGATIVE for the yearOther notableA10 NetworksEric Singer: 52% against from 74% against - plurality voting!Whole board among the biggest positive changesBob 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 remotelyThat’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