Read the fine print! Plus, Meta mines for Trump friendlies, McRitchie is the only winner, and governance news

Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets128 filingsThe headlines:PayPal stole HP’s CEO by promoting Chair Enrique Lores to CEO, replacing Alex Chriss; HP director Bruce Broussard appointed Interim CEOWalt Disney: Parks Man Josh D’Amaro promoted to CEO; former CEO Bob Iger remains as director and Senior Advisor until 12/31/26Walden gets golden hello again one-time equity award with $5.26M target value and $3.75M base salary (more than new CEO's $2.5M)Gender Ratio: In this specific data set, approximately 75% of the new appointments are men, while 25% are women.Meta Platforms, Inc. (META): $2M cash and $60M equity golden helloappointed former director Dina Powell McCormick as Vice Chair and Presidentbest known for having been the United States Deputy National Security Advisor for Strategy to President Donald TrumpMarried to GOP senator Dave McCormick, former CEO of Bridgewater AssociatesOn the board of Robin Hood, a charitable organization which attempts to alleviate problems caused by poverty, along with Jeff Bezos's brother Mark, DJ D-Sol, and Emeritus Director Larry Fink, et al.JABIL INC (JBL): Mark T. Mondello resigned Executive Chair; Consulting Agreement until January 22, 2028: will provide advisory and strategic services when requested for a monthly consulting fee of $145,833.00Median employee: $12,144 144:1 consulting ratio “when requested”Based on math of typical consulting agreements he will make approximately $14,583 per hourCEOs becoming Chair and/or former CEOs sticking around to be Executive Chair: Genuine Parts CEO Will Stengel will be Chair" (following the retirement of Paul D. Donahue).U.S. Bancorp: "CEO Gunjan Kedia to become Chair" (following the resignation of Andrew Cecere).DTE Energy: "CEO David Slater appointed Chair" (as Robert Skaggs, Jr. transitions to a regular director roleCrane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO; former CEO/Chair Max Mitchell remains as Exec ChairDONALDSON Co: COO Richard B. Lewis promoted to CEO; former CEO/Chair Tod E. Carpenter remains as Exec ChairAMPHENOL CORP /DE/ (APH): CEO R. Adam Norwitt to become Chair(former CEO) Current Chair Martin H. Loeffler resigning<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHStill nothing crazy <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 35 meetings market cap over $1 billion9 total SHPs: 4 at VisaZscaler, Inc. (ZS): declassify 51% yes (McRitchie)MICRON TECHNOLOGY: 43% YES special meeting rightsJABIL INC (JBL) 1 38% YES Act by Written ConsentVisaindependent chair 16% YES: National Legal and Policy Centeract by written consent 33% YES: John Cheveddenreport on AI-Driven Online Sexual Exploitation 8% YES: Bowyer Researchinclusion ROI audit 0.9% YES: National Center for Public Policy ResearchSame anti-DEI thing at Intuit 0.8% YES9 pay over 10% NOOnly one over 20%:BITMINE IMMERSION TECHNOLOGIES: 25% NO PAY: ~$275M pay package for Executive Chair over 5 years: only voting on this DirectorsJABIL INC (JBL): John C. Plant 84% NO; N. V. “Tiger” Tyagarajan 70% NOMessrs. 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.Still on boardIn accordance with the Company’s director resignation policy, on January 23, 2026, Mr. Plant (2016-) and Mr. Tyagarajan (2024-) offered their respective resignations. In accordance with the Resignation Policy, the Nominating and Governance Committee will recommend whether to accept or reject their respective resignations. The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days following the Committee’s recommendation.Tiger is on this committeeAnousheh Ansari (2016-)LD Steven Raymuns (1996-)15 others over 10%Highest non-attendance: Zscaler (classified): Andrew Brown 10% no; Scott Darling 27% no; David Schneider 18% noStar of the week: Robert V. Vitale 26% NO at BellRing Brands AND 17% NO at Energizer Holdings and Overboarding policy:Energizer: “We understand that some of our shareholders may have policies or practices that differ from Energizer’s regarding the number of boards on which a director who is also a current public company named executive officer may serve.”BellRing: “Since he began serving as BellRing’s executive chairman in 2019, Mr. Vitale’s service on the boards of Post and Energizer Holdings, Inc. has not impacted the discharge of his duties as chairman of BellRing. As such, our Board of Directors does not believe that Mr. Vitale’s other board commitments have interfered or will interfere with Mr. Vitale’s discharge of his duties as chairman of our Board of Directors.”<THE BIG VOTE BUMPER>THE BIG VOTE PICKSDAMIONUpcoming Meetings February 9-AGM DateSHPsCompanyMarket Cap (USD)02/11/260PTC Inc. (PTC)$17.99 Billion02/11/260Central Garden & Pet (CENT)$2.20 Billion02/10/260Rockwell Automation (ROK)$48.33 Billion02/10/260Moog Inc. (MOG.A)$10.71 Billion02/09/260Mueller Water Products (MWA)$4.31 Billion02/09/260J&J Snack Foods (JJSF)$1.84 BillionSHPs: none last yearMattGovernance news round up:January 2026: Kill exempt solicitations (PX14A6G): The SEC is restricting smaller shareholders from filing "exempt solicitations" (notices of intent to vote), only allowing those holding over $5 million in shares to use this mechanism.January 2026: Brian Daly suggests proxy voting may not be a fiduciary duty: Index funds maybe SHOULDN’T vote at all in the speech, plugs AI as the solution.Back of the envelope analysis:Half of US companies don’t have an investor with >$5m (small and micro caps), so no option for exempt solicitations?23% of US companies are totalitarian - controlled or effectively controlled by an insider (or just insiders)The majority owners are Blackrock, State Street, and Vanguard with ~20% of every company in aggregate - and zero filed exempt solicitations in the last 10 yearsTaken together:25%+ of every company vote might be non votes, the same 20% that would have easily met the threshold for filing an exempt solicitationAnyone with a bylaw amendment threshold requiring a percentage of outstanding shares will effectively be gifted no more shareholder driven bylaw amendmentsNo more exempt solicitationsPaired with no more engagement, proxy advisor use counting as “collusive”, and investor mandatory arbitration, and you have effectively ONE INVESTOR LEFT: rich activistsFine print roundupTyson Foods:Les R Baledge, Independent director (as of Record date December 8, 2025)Les R. Baledge, 68, is a private investor with broad experience who served as Executive Vice President and General Counsel of the Company from 1999 to 2004 [under John Tyson, family member and chair]. He began assisting the Company with legal matters in 1982 [under Tyson’s daddy]. Mr. Baledge previously served on the boards of two public companies, BMP Sunstone Corp. and Fairfield Communities, Inc. and has been a member of the Board since February 2020. The Board believes that Mr. Baledge’s significant financial and legal expertise, his service on and advice to boards of other public and private companies and his long association with the Company qualify him to serve.Mr. Baledge was previously determined to be non-independent due to his service as one of the trustees of the Donald J. Tyson Revocable Trust. Mr. Baledge stepped down as trustee of the Donald J. Tyson Revocable Trust effective November 13, 2025, after which the Board determined he qualifies as independent under the New York Stock Exchange corporate governance rulesJohn R Tyson, 35, director since May 2025 after being fired as CFO for problems with alcohol, who also happens to still be technically an employee of some kind with no title:Mr. John R. Tyson was appointed to the Board on May 8, 2025 and, following his appointment to the Board, he remains an employee of the Company. Upon his appointment as an employee director, Mr. John R. Tyson receives annual cash and equity compensation…. It also includes amounts for event tickets and security services. Total summary comp: 846kEmerson ElectricAfter careful consideration, the Board is once again submitting for approval by shareholders the following proposed amendments to our Restated Articles of Incorporation to eliminate, over a period of three years, the classification of our Board of Directors, without affecting the unexpired terms of Directors. We made a similar proposal in 2025, 2024, 2020 and 2013.The affirmative vote of 85% of the total voting power of all outstanding shares, whether or not present or represented by proxy at the 2026 Annual Meeting, is required to amend the Company’s Restated Articles of Incorporation to declassify the Company’s Board of Directors2025: 98.34% in favor, but only 74% of the 566m shares voted (womp womp)Franklin ResourcesFun with charts: to show a reasonable average tenure, they focus on ONLY independent directorsBut when you’re talking DIVERSITY, you have to add the niece of the founder and CEO of the company, or else women on the board look bad…And just in case anyone asks about AI expertise on the board, you’ve got that skill coveredJust don’t ask WHO has the skill, because you’ll be surprised to learn its the sibling duo who spent their lives in finance at this company…Apple2024 gaslight: Under the Board's retirement policy, directors generally may not stand for re-election after attaining age 75. In consideration of the transition of the role of Chief Financial Officer from Luca Maestri to Kevan Parekh on January 1, 2025, significant recent refreshment in board composition, and the value of retaining directors who have developed deep insights into the Company during their tenure, the Board determined that it would be in the best interests of Apple and its shareholders to ask Ron Sugar, the Chair of the Audit Committee, to stand for re-election at the 2025 Annual Meeting, although he previously attained the age of 752025 don’t bother gaslighting: In the context of this year’s Annual Meeting nominations, the Board determined that it would be in the best interests of Apple and its shareholders to ask Art Levinson, the Chair of the Board, and Ron Sugar, the Chair of the Audit Committee, to stand for re-election, and to waive for each of them its guideline under which directors generally may not stand for re-election after attaining age 75.