Proxy Season Bets, plus Oracle’s 4x CEOs and the rise of Executive Vice Chairs

What this episode covers

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)