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 approximately $140M; worth up to $280M with 90th percentile TSR and $70M with 25th percentile TSRWarner 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 downUnder 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 HATHAWAYCEO Greg Abel salary increased to $25MAon plcGregory C. Case extended contract: $50-100M performance shares; increase salary to $1.75M; capped at 100% target if TSR negativeDuolingo $14M CFO golden helloGillian Munson, Director since 2019 & Audit Committee chair Executive chair and former CEO junk:IDEXX LABORATORIESCEO  and Chair Jonathan (Jay) Mazelsky stepping down as of May 12, 2026 and will transition to the role of Executive ChairMichael (Mike) Erickson, PhD, will assume the role of CEO and join the Board as a Class II DirectorLawrence D. Kingsley, currently serving as the Board’s independent Non-Executive Chair, will serve as independent Lead DirectorToll Brotherspromoted Karl K. Mistry to CEO effective March 30, 2026; to join boardDouglas C. Yearley, Jr., the Company’s current Chairman and CEO will remain as Executive Chair of the Board, with $6.6M annual payCATERPILLARformer CEO and current Executive Chair D. James Umpleby III resigningCEO Joseph E. Creed will become Chairamended 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, 2026Zaffinos's long-term target reduced from $17.5M to 7.5M; everything else the same; Zaffino's target pay will be $15M, down from $25Mnew CEO Anderson target pay will be $18M and will get $12.5M golden hello equity award;Someone did it right: NRG ENERGYRobert Gaudette promoted to CEO; replacing Lawrence Cobennew CEO Robert Gaudette will join board;Lawrence Coben resigning from boarddirector Antonio Carrillo to become ChairOracle old people:ORACLE: George H. Conrades, age 86, and Naomi O. Seligman, age 87, retiredBoard observer?SUI Group HoldingsCFO Joseph A. Geraci, II resigning from board but staying as Board Observerappointed Mr. Brian Quintenz <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHParamount fires back at Warner Bros. bid, launching proxy fight for board seats at annual meetingParamount 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 shakeupLululemon 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 meetings47 average well over 90% yes22 at least 99% yes6 hitting 99.9Global Interactive Technologies, Inc. (GITS) 99.99GD Culture Group Ltd (GDC) 99.999NOCERA, INC. (NCRA) 99.999CREATIVE REALITIES: 98% yes: Dave, Tom, Don, Dan, Dick, Steve8 pay over 10% NORingCentral: 29% no payNORTHWEST BIOTHERAPEUTICS: pay 23% noLifeway Foods: pay 47% againstNEWMARK GROUP: 23% no pay2 SHPsCISCO SYSTEMS: 1% yes: report assessing how Cisco's inclusion programs provide positive financial value to stockholdersLifeway 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 alternatives71% average yes for boardOpposition Nominees: 28% yespay 47% noNixxy, Inc.: Miles Jennings 89% noOn 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 CompanyFG Nexus: Ndamukong Suh NFLNominating & Corporate Governance CommitteeMr. 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 PICKSDAMIONUpcoming Meetings January 19-AGM DateCompanySHPs #Notes1/20Forestar1/21Ashland1/21New Jersey Resources1/23Acuity1/23MSC Industrial1/24Aramark1/24Energizer HoldingsMattParamount vs. WBDGovernance lunacy at ParamountDirectors 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 voteEllison 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 CampionNo Paramount wants to slate a board - which means Ellison wants to hand pick a DIFFERENT boardNo Action UpdatesFor 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 Chevedden45 of the 52 got the SEC response (exclude)ALL of them were basic governance: DeclassifyMajority voteSpecial meetingCEO/Chair splitDirector resignation after vote out policyAnti-Chevedden SEC sentiment is STRONG - and now you know it wasn’t “woke” or “anti woke” they were trying to stop, it’s shareholder rightsFor proponents with at least 3 proposals, Chevedden has the highest response rate87% of Chevedden proposals got a response, all were excludedSEC only responded to 29% of the next highest - NCPPRThat’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