PROXY COUNTDOWN

<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since April 24The headlinesAMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive ChairSOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on boardWe reported as Interim last week, is now permanent‍ ‍Down to 2FStupid moneyNVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity awardRESMED INC (RMD)$3.5M golden hello to new CFOFormer CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards.Other stuffCARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation acceptedTwo weird board classification reshuffles:MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, the service of Mr. Baker and Mr. Brennan on the Board is deemed to have continued uninterrupted.GEN Restaurant Group, Inc. (GENK) : changed the Board’s composition as follows: (i) Jae Chang and David Park, the former Class II members of the Board, were appointed as Class III members of the Board, and (ii) David Kim, the former Class III member of the Board, was appointed as a Class II member of the Board, in each case effective immediately. In connection with this change, on April 29, 2026, Messrs. Chang and Park tendered their resignations as directors, contingent upon their reappointment to the Board as directors and members of Class III.  On the Effective Date, Mr. Kim also tendered his resignation as a director, contingent upon his reappointment to the Board as a director and a member of Class II. <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist Starboard Pushes for Lamb Weston to Hold Investor DayCan they work on virtual AGMs too?The SEC tried to silence activist investors. Now they’re fighting back.Since President Donald Trump took office, the Securities and Exchange Commission has made it harder for small and activist investors to raise concerns through the government filing system known as EDGAR. Now they’re pushing back with their own alternative platform, which they call the Proxy Open Exchange — or POE. In less than a week, POE has 63 filings, with dozens more expected. EDGAR shows just 39 exempt solicitations so far in 2026. Nelson Peltz’s son builds first public activist stake in IntertekThat’s it, just wanted to cite a nepo-babySwatch Group Investor Battle Heats Up After ISS Backs ActivistSteven Wood, founder of Greenwood Investors, is pushing to be nominated at Swatch’s upcoming meeting. ISS urged investors to vote for Wood, citing weak long-term performance and governance shortcomings, including a lack of board independence and the continued influence of the Hayek family on Swatch.Activist investor backs Pearson boss’s contentious pay rise The education group has put forward a revised pay arrangement that would see CEO Omar Abbosh receive up to £13M this year, up from £9M last year, deemed “excessive” by Glass Lewis and ISS. Cevian Capital, which in recent months has steadily built its stake to just over 18% to become Pearson’s largest shareholder, insisted that the policy had “clear pay-for-performance” that would encourage “long-term value creation”. Sackler-linked firm succeeds in bid for Ingles board seatSummer Road LLC, the Sackler family office, was successful in their bid to earn a seat on Ingles Markets Board of DirectorsSummer Road’s Chief Investment officer Rory Held was elected with support from approximately 62% of outstanding Class A shares, representing approximately 70% of the votes cast. Shareholders Overwhelmingly Elected Rory A. Held to Ingles Markets’ Board of Directors <VOTE RESULTS BUMPER>VOTE RESULTS TABLE April 24-April 30 42 meetings at large market caps 22 total SHPs: (Wells Fargo 6)Independent Board Chair PFIZER INC (PFE) 29% yesSTANLEY BLACK & DECKER, INC. (SWK) 8% yesJOHNSON & JOHNSON (JNJ) 23% yesWELLS FARGO & COMPANY (WFC) 34% yes*DOMINOS PIZZA INC (DPZ) 40% yesdeparture of directors who fail to obtain a majority vote 16% yesAct by Written ConsentBORGWARNER INC (BWA) 4% yesCigna Group (CI) 48% yesHCA Healthcare, Inc. (HCA) 22% yesreport on healthcare consequences 11% yescall a special meetingAGCO CORP /DE (AGCO) 49% yesSHERWIN WILLIAMS CO (SHW) 43% yesAES CORP (AES) 35% yesMajority Voting StandardCITIZENS FINANCIAL GROUP INC/RI (CFG) 10% yesWELLS FARGO & COMPANY (WFC) 48% yes OtherGEDISON INTERNATIONAL (EIX): Retention of Equity 37% yesDOMINOS PIZZA INC (DPZ): departure of directors who fail to obtain a majority vote 16% yesindependent board chair requirement 40% yesSFASTENAL CO (FAST): EEO-1 reporting disclosure policy 22% yesWELLS FARGO & COMPANY (WFC) Respecting Vendor Civil Liberties* 2% yesWELLS FARGO & COMPANY (WFC) Board Committee on Indigenous Rights 5% yesHCA Healthcare, Inc. (HCA): report on healthcare consequences 11% yesact by written consent 22% yesEARCBEST CORP /DE/ (ARCB): GHG emissions reduction targets 30% yesWELLS FARGO & COMPANY (WFC) Energy Supply Ratio 20% yesWELLS FARGO & COMPANY (WFC) High-Carbon Financing Litigation Risks 9% yes   10 pay over 10% NOEDISON INTERNATIONAL (EIX): pay 22% noRetention of Equity 37% yes; auditor 9% no97% avg yesFASTENAL CO (FAST): pay 11% noWHIRLPOOL CORP (WHR): pay 31% no82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director)  80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes GRACO INC (GGG): pay 32% noclassified: Martha A. Morfitt (Lead Director) 21% no PFIZER INC (PFE): pay 13% noJoseph J. Echevarria 18% no AMERICAN ELECTRIC POWER CO INC (AEP): pay 18% noSara Martinez Tucker 16% noPrologis, Inc. (PLD, PLDGP): pay 42% noGeorge Fotiades (chair) 12% noDavid O’Connor 4% noOlivier Piani 2% noBoard average 97% yesEssential Utilities, Inc. (WTRG): pay 10% no; auditor 10% no CARLISLE COMPANIES INC (CSL): pay 13% noEXELON CORP (EXC): pay 10% no; auditor 11% noDirectors  over 10% AMERICAN ELECTRIC POWER CO INC (AEP): Sara Martinez Tucker 16% no pay 18% noBALL Corp (BALL): Todd A. Penegor 40% noInteractive Brokers Group, Inc. (IBKR): Thomas Peterffy (Founder/Chair); 12% no; Milan Galik (CEO) 12% no; Earl H. Nemser (Vice Chair) 14% noFounder and Chairman Thomas Peterffy holds approximately 75% of the total voting powerHCA Healthcare, Inc. (HCA): Nancy-Ann DeParle 11% noPFIZER INC (PFE): Joseph J. Echevarria 18% noGRACO INC (GGG): classified: Martha A. Morfitt (Lead Director) 21% no pay 32% noWHIRLPOOL CORP (WHR): 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director)  80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yespay 31% noHUNTINGTON BANCSHARES INC (HBAN): David L. Porteous 11% no HUNT J B TRANSPORT SERVICES (JBHT): James L. Robo (Lead Director) 13% no RAMBUS INC (RMBS): classified: Charles Kissner (Chair) 15% no Prologis, Inc. (PLD): George L. Fotiades (Lead Director) 12% noOther stuffARCBEST CORP /DE/ (ARCB): Redomestication (Delaware to Texas) 67% yesSHERWIN WILLIAMS CO (SHW): the dirty trick:shareholder ability to call a special meeting 43%25% Special Meeting Threshold 91% yesUpcoming Annual Shareholder Meetings: May 2-May 9Saturday, May 2, 2026Berkshire Hathaway (BRK.A / BRK.B) – ~$1.0 Trillion | In-person (Omaha, NE)Cincinnati Financial Corp. (CINF) – ~$20 Billion | In-person (Cincinnati, OH)Monday, May 4, 2026Eli Lilly and Company (LLY) – ~$830 Billion | Virtual | 3 SHPsBank of America Corporation (BAC) – ~$320 Billion | VirtualAflac Incorporated (AFL) – ~$55 Billion | VirtualData Breach 6/12/25: Aflac first identified suspicious activity on its networkOn the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:Full names and home addresses.Social Security numbers (SSNs) and Tax ID numbers.Dates of birth.Driver’s license and passport numbers.Medical insurance claims and dates of service.The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.Tuesday, May 5, 2026American Express Company (AXP) – ~$175 Billion | VirtualBristol Myers Squibb (BMY) – ~$110 Billion | VirtualSuncor Energy Inc. (SU) – ~$50 Billion | VirtualWednesday, May 6, 2026PepsiCo, Inc. (PEP) – ~$235 Billion | Virtual | 2 SHPsPhilip Morris International Inc. (PM) – ~$155 Billion | VirtualThursday, May 7, 2026United Parcel Service, Inc. (UPS) – ~$125 Billion | VirtualDuke Energy Corporation (DUK) – ~$85 Billion | VirtualNorfolk Southern Corporation (NSC) – ~$60 Billion | VirtualEastman Chemical Company (EMN) – ~$11 Billion | VirtualFriday, May 8, 2026AbbVie Inc. (ABBV) – ~$350 Billion | VirtualUnion Pacific Corporation (UNP) – ~$145 Billion | VirtualColgate-Palmolive Company (CL) – ~$85 Billion | VirtualIllinois Tool Works Inc. (ITW) – ~$75 Billion | Virtual<THE BIG VOTE BUMPER>THE BIG VOTEAFLACAGM Date: May 4, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerJ&A Alliance Holdings Corporation 20%Vanguard 4%BlackRock 3%CEO/Chair Daniel Amos 1.3%Performance outliers:Overall: .516EBITDA .603.Carbon .830.TSR .517.Controversies .672.Board stuffCommitteesAudit & Risk (a)Compensation (c)Corporate Governance (n)Finance & Investment (f)Corporate Development (d)Corporate, Social Responsibility & Sustainability (s)Executive (e)FFA Skills (Non-Executive DIrectors)Economics and Accounting 24%Food Production 6%Computers and Electronics 6%Administrative 5%Mathematics 5%Proxy SkillsParagraph 2 of LD Bowers letter: “The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours.”DIGITAL/CYBERSECURITY EXPERIENCE: Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation, and policy.NOW. PAUL BOWERS: former CEO/Chair Georgia Power (2011-2021)ARTHUR R. COLLINS: Founder/Chair theGROUP, a government relations and strategic communications consulting firm, since 2011MIWAKO HOSODA: Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of healthMaybeGEORGETTE D. KISER: former CIO The Carlyle Group (2015-2019)KAROLE F. LLOYD: CERT Certificate in Cybersecurity Oversight; CPA and retired as vice chair and regional managing partner for Ernst & YoungAudit and Risk CommitteeMaybeKarole F. Lloyd (Chair)Georgette D. KiserNoW. Paul BowersJoseph L. Moskowitz, EVP Primerica, Inc., an insurance and investments company, from 2009 until 2014Tim Callahan SVP, Global Security, Chief Security Officer; joined in 2014EducationExcelsior College (University of the State of New York): BS, Liberal Studies 1992 – 1995Community College of the Air Force: AS, Resource Management, 1986 – 1988Gender Power Gap -12%OtherData Breach 6/12/25: Aflac first identified suspicious activity on its networkOn the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:Full names and home addresses.Social Security numbers (SSNs) and Tax ID numbers.Dates of birth.Driver’s license and passport numbers.Medical insurance claims and dates of service.The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.DIRECTORSDANIEL P. AMOS, 74/1983/m Ef 39%Chair/CEO (1983-)Public Company BoardsSynovus Financial Corp. (2001-2011)Southern Company (2000-2006)Votes Against Last AGM: 3% noW. PAUL BOWERS, 69/2013/m aDse 14%Lead Non-Management Director; Former Chair/CEO, Georgia Power Co.Public Company BoardsChair, Exelon Corporation (since 2021, Chair since 2025): Audit Committee (since 2022, Chair since 2023); Corporate Governance Committee (since 2022)Other Board or Leadership Positions, Professional Memberships or AwardsBrand Industrial Holding, Inc. (since 2019): Audit Committee Chair (since 2019)Chair, Atlanta Committee for Progress (2016)Nuclear Electric Insurance Ltd. (since 2009): Chairman (2017-2019)Board of Regents of the University System of Georgia (2014-2018)Federal Reserve Bank of Atlanta’s Energy Policy Council (2008-2018)Votes Against Last AGM: 2% noARTHUR R. COLLINS, 66/2022/m nS 5%Founder/Chair, theGROUPPublic Company BoardsKB Home (since 2020): Nominating Committee (since 2023); Compensation Committee (since 2022)RLJ Lodging Trust (since 2016): Compensation and Nominating Committees (since 2016)Other Board or Leadership Positions, Professional Memberships or AwardsMember, Council on Foreign Relations (since 2023)Member, Ford’s Theatre Board of Trustees (since 2023)Member, Smithsonian’s National Museum of Asian Art Board of Trustees (since 2022)Vice Chair, Brookings Institution Board of Trustees (2014-2023)Member, Economic Club of Washington, D.C. (since 2012)Chairman, Morehouse School of Medicine Board of Trustees (since 2009)Member, Meridian International Center Board of Trustees (2009-2017)Chairman, Florida A&M University Board of Trustees (2001-2003)Votes Against Last AGM: <1% noMICHAEL A. FORRESTER, 58/2025/m f 1%Former CEO, Copper Rock Capital PartnersOther Board or Leadership Positions, Professional Memberships or AwardsNuveen Funds (a TIAA Company) (since 2024): Investments Committee (since 2024); Compliance Committee (since 2024); Open-End Funds Committee; Chair (since 2024)TIAA-CREF Funds (2007-2023): Investments Committee (2013-2023); Operations Committee (2008-2013; 2016-2022); Nominating and Governance Committee (2011-2023; Chair 2017-2023); Audit and Compliance Committee (2007; 2014-2015; 2022-2023); Corporate Governance and Social Responsibility Committee (2007-2016)Investment Company Institute’s Independent Directors Council for independent fund board directors (since 2020): IDC Governing Council (since 2020); Governance Committee (since 2025) Votes Against Last AGM: <1% no                  MIWAKO HOSODA, 56/2023/f s 1%Professor, Seisa UniversityOther Board or Leadership Positions, Professional Memberships or AwardsBoard of Directors, The University of Tokyo, New York Office, Inc. (since 2023)Board of Directors, Brain Injury Caring Communities Society (2017-2020), President (since 2023)Representative Director, Inclusive Action For All (since 2020)Vice president, Asia Pacific Sociological Association (since 2021); President (2017-2020)Board of Trustees, The Japanese Foundation for Cancer Research (2015-2021)Votes Against Last AGM: <1% no    THOMAS J. KENNY, 62/2015/m dsF 1%Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset ManagementOther Board or Leadership Positions, Professional Memberships or AwardsApeel Sciences (since 2025)Nuveen Funds (a TIAA Company): Co-Chair (2024); Closed-End Funds Committee (since 2025); Dividend Committee (since 2025); Executive Committee, Chair (since 2024); Investment Committee (since 2024); Compliance Committee (since 2024); Nomination and Governance Committee (since 2024); Open-End Funds Committee (2024)ParentSquare (since 2021)TIAA-CREF Board of Trustees, Chairman (2017-2023)TIAA-CREF Fund Complex: Executive Committee, Chair (2017-2023); Investment Committee (2011-2023); Audit and Compliance Committee (2018-2023); Nominating and Governance Committee (2017-2023); Ad Hoc CREF Special Projects Committee (2020-2023)Votes Against Last AGM: <1% noGEORGETTE D. KISER, 58/2019/f ac 8%Former Managing Director and CIO, The Carlyle GroupPublic Company BoardsJacobs Engineering (since 2019)Adtalem Global Education (since 2018)NCR Voyix Corporation (formerly NCR Corporation) (2020-2024)Other Board or Leadership Positions, Professional Memberships or AwardsBrown Advisory Board mutual fund (since 2022)Votes Against Last AGM: 1% noKAROLE F. LLOYD, 67/2017/f Adef 4%Former Ernst & Young LLP audit partnerPublic Company BoardsChurchill Downs Incorporated (since 2018): Audit Committee (since 2018, Chair since 2019); Nominating and Governance Committee (since 2020)Other Board or Leadership Positions, Professional Memberships or AwardsCERT Certificate in Cybersecurity OversightThe University of Alabama President’s Advisory Council (since 2003)The University of Alabama Board of Visitors for the Commerce and Business School (since 2001)Atlanta Symphony Orchestra Board of Directors (since 2010)Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee (2009-2016)Votes Against Last AGM: <1% noNOBUCHIKA MORI, 69/2020/m nf 6%Representative Director, Japan Financial and Economic Research Co. Ltd.Other Board or Leadership Positions, Professional Memberships or AwardsCenter on Japanese Economy and Business (CJEB) Professional Fellow (2018-2021)Votes Against Last AGM: <1% noJOSEPH L. MOSKOWITZ, 72/2015/m aCde 9%Former EVP, Primerica, Inc.Other Board or Leadership Positions, Professional Memberships or AwardsFellow, Society of Actuaries (since 1979)Member, American Academy of Actuaries (since 1979)Votes Against Last AGM: 2% noKATHERINE T. ROHRER, 72/2017/f cNe 11%Vice Provost Emeritus, Princeton UniversityOther Board or Leadership Positions, Professional Memberships or AwardsEmory University Board of Trustees (2008-2022): Academic Affairs Committee (Chair 2013-2020); Executive Committee (2012-2022); Finance Committee (2014-2020)Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now “Arm in Arm”); and Dryden EnsembleVotes Against Last AGM: 2% noSAY ON PAY4% NO 2025CEO Pay Ratio 396:1Personal Use of Company Aircraft $169k; Security Services $274kAdjusted Earnings per share 2024 $7.39Set target (100%) to $6.36 in 2025 and maximum (200%) at $7.05Others easier: New Annualized Premium, Net Earned Premium, Net Investment IncomeCEO target at 250%: earned 441%TSR modifier for LT: 25th percentile or lower 0.80xBetween 25th and 75th percentile 1.00xFrom time to time, we have granted supplemental awards in the form of RSUs to incentivize achievement of strategic objectives, recognize major milestones, or secure leadership stability. NEO Miller $1M      SHPs Independent Board Chairman/John CheveddenMattThe Daniel Amos show…43 year tenure, 39% influenceOwns 1.6% of voting shares, 0.5% of shares, so high ownership for a non founder CEOTwo key metrics from Free Float91% of the board comes from one specific board community group121 members of the community, 41 companiesOther companies with >50% of board from same community group as Aflac:AFLAC INCORPORATEDATLAS AIR WORLDWIDE HOLDINGS, INC.BIGBEAR.AI HOLDINGS, INC.F45 TRAINING HOLDINGS INC.FIREFLY AEROSPACE INC.REDWIRE CORPORATIONSPIRIT AEROSYSTEMS HOLDINGS, INC.SPIRIT AIRLINES, LLCSPIRIT AVIATION HOLDINGS, INC.Sun Country Airlines Holdings IncTHE HAIN CELESTIAL GROUP, INC.VIASAT, INC.Most similar companies in the list: F45 Training and Spirit AirlinesF45 is a penny stock after losing 99% of its value, being sued by celebrities for unpaid fees, overindebtedness, and mass closures to avoid bankruptcySpirit declared bankruptcy twice and is now likely to be bought by the government66% of directors tagged as “Deferential” to the CEODeference - how likely is a director to defer to management vs. investors?: Money: pay on this board exceeds any others, director earned more money under this CEO vs. any others, director’s largest equity position is at this company vs othersPower: director surrounded by more connected directors, board is the “most prestigious”Relationship dynamics: demographic similarities with management, connections in common, interlocks with CEO, core knowledge gap between directors and CEOCareer: director picked by CEO, CEO is chairOverall: we flag a number of data points that would suggest it’s in a director’s best interests to side with the CEO and not dissent from management - and based on the number of flags, we tag company boards as highly deferential, deferential, or limited/not deferentialOf 122 US financial large caps, 34 have highly deferential boards, 16 are deferential, and 72 are limited or not deferential to the CEOs / managementAflac is tagged as deferentialSo this is a deferential board almost entirely from a single community - and we know which oneHotlanta boardFor a company this size, would you expect such a director concentration in Atlanta?Rohrer: Emory board of trusteesMoskowitz: ex EVP Primerica (insurance), based in Duluth GALloyd: Atlanta Symphony Orchestra Board, Atlanta Chamber of Commerce BoardKiser: NCR Voyix Corp board (2020-2024), headquartered in AtlantaCollins: Morehouse School of Medicine board of trustees, based in AtlantaBowers: ex CEO Georgia Power, Fed Reserve Atlanta, Atlanta Committee for Progress, board of regents of UGAAmos: Aflac for more than 40 years in Columbus Georgia, ex Synovous board of directors (2001-2011, based in Atlanta), ex Southern Company board (2000-2006, based in Atlanta)Other directors:Japan: Mori, HosodaNuveen and TIAA CREF: Forrester, Kenny… that lead to stagnant revenue, big buybacks, and The Breach…In December 2025, Aflac Incorporated (Aflac) disclosed that the personal information of 22.65 million individuals was leaked after it was stolen in a June 2025 breach. The information reportedly included Social Security numbers, health information, and insurance claims data, and impacted customers, beneficiaries, employees, and agents.This was a known outcomeOther insurers have been targeted over and over: United Healthcare breach in 2023, Change Healthcare breach (193m people)And multiple directors have directly overseen it in the last 3 yearsGeorgette Kiser on the board of NCR Voyix during ransomware attackKenny and Forrester both at TIAA CREF during the MOVEit attacksAccording to their own peer group choices, Aflac is 31st percentile for revenue, 26th for assets, but 77th for market value - basically they’re overvalued and underperforming… with a board that lacks the Skills to do anything…Between 2024 and 2025, Hosoda also got Digital/Cybersecurity Experience added - “Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation and policy.”Between 2025 and 2026 Hosoda also got “Operations Experience” (“Provides valuable senior executive experience and organizational management perspective relevant to management and operations”)Hosoda is a professor at SEISA university in JapanBio is a word for word copy, no new positionsKarole Lloyd ALSO got Digital/Cyber added between 2023 and 2024She’s an accountant from EYShe added to her “Professional Memberships or Awards” CERT Certificate in Cybersecurity OversightIt’s an NACD certification, costs $3,995 for NACD members - has an 86 page handbook covering incident response, emergine tech, AI, cloud, supply chain risk, ransomware, reporting, how to build a relationship with the CIO… This is classic skills matrix management - director gets a 2 hour training on terms, gets the skill - incident happens, but there’s no LIVED or TRUE experience on the boardFree Float board knowledge: only ONE director, Kiser, has any background knowledge in computers/tech or public safety as an ex CIO and background in aerospace - the others listed with digital/cyber backgrounds have no obvious explanationWhich means this is a board in need of refreshment from Amos.Separate CEO and chair - SHPBut you have a board wide problem with director votes - the stock has gone up despite stagnant revenue, the buybacks and dividends grease the investor wheel, and 64% of the directors all are Atlanta or Atlanta adjacent pocketed by Amos, the 40+ year leader of Aflac… so what do you do?  Do you vote NO on everyone despite your returns?  Do you pick a different person to target?Bowers on the board 12 years, part of the Hotlanta crew, 14% influence, supposed to be “lead director”Rohrer is nom chair on a board that just selects Atlanta based directorsDo you vote out just the “same community” directors or the most deferential?This is a system problem: stock goes up, management greases investors, directors insulated by their deep ties to managementIf it’s up to me, I vote to give Amos a boss (separate chair and CEO) and vote NO on Bowers (no LID should have >10 year tenure), then slowly disintegrate the Hotlanta focusThat’s the Proxy Countdown for the week of April 27, 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

This is Proxy Countdown. Welcome to the big show for the week of April 20, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Tim Cook changes chairs at AppleWhile Corrie Barry loses hers at Best BuyActivist investors raise the Sackler Sucks flag at Ingles MarketsShareholders love mergers but hate merger payAnd on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo<TRADE WIRE BUMPER>Trade WireTop Stories:30 Filings since April 16The headlinesApple Inc. (AAPL):Tim Cook transitioning to Exec ChairJohn Ternus promoted to CEO and directorArt Levinson, current Chair (2011-), will become Lead Independent Director NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGMSOUTHERN COPPER CORP/ (SCCO)CEO Oscar Gonzalez Rocha passed awayappointed director Leonardo Contreras Lerdo de Tejada as interim CEOBEST BUY CO INC (BBY)Jason Bonfig promoted; succeeding Corie BarryCorie barry leaving boardDavid W. Kenny stays as chairCorie Barry will remain employed as a strategic advisor in a non-executive officer role for six months: base salary will decrease to $1,000,000, will remain eligible for a pro-rated payout of her short-term incentive award for the portion of fiscal 2027 in which she served as CEO, LT equity will continue to vest, and she will remain eligible for executive-level employee benefitsLululemon names former Nike exec Heidi O'Neill as CEOGolden hello: $7M equity, $2M cashLululemon board: 7 of 11 FChair Martha MorfittCommittees:Audit: 2 of 3 F, including chairNomination: 3 of 5Pay: 3 of 5 F, including chairAlso: CFO, Chief Merchandising Officer, Chief People & Culture Officer, Chief Legal and Compliance Officer, Chief Brand & Product Activation Officer‍ ‍Down to 2FStupid moneyCrowdStrike Holdings, Inc. (CRWD): special equity award to president Michael Sentonas: target $42M, max $84MExpedia Group, Inc. (EXPE): golden hello for new CFO Derek Andersen: $2.5M cash; $17M equity; relocation benefits: $30k per month for 13 months for rent, $325k Home Sale Assistance, 3 RT flights for him and familythere have been several reports recently linking activist investor pressure to the departure of Snap’s CFO, Derek Andersen. The timing and the surrounding circumstances strongly suggest he was part of a broader "clean slate" maneuver triggered by activist demands Lululemon names former Nike exec Heidi O'Neill as CEO: Golden hello: $7M equity, $2M cashMASCO CORP /DE/ (MAS): Jai Shah, Masco’s Group President, Plumbing and Wellness golden parachute ~$5.5MREGAL REXNORD CORP (RRX): Aamir Paul will succeed Louis V. Pinkham as CEO: $8.75M golden hello, $575K cashDumb stuffCARPENTER TECHNOLOGY CORP (CRS): appointed COO Brian J. Malloy to board as Class III director, with a term ending at the Company’s 2028 meeting<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHIngles Markets issued an open letter to shareholders amid an active proxy fight, urging votes for its two nominees, Rebekah Lowe and Dwight Jacobs.The company is strongly opposing activist nominee Rory Held, arguing his ties to the Sackler family create conflicting loyalties and potential fiduciary conflicts if elected.Activist Investor Summer Road said: "Our independent director candidate, Rory A. Held, is not a member of the Sackler family and has never worked with Purdue Pharma."Ingles said: But, in a time when public records are available to anyone, Summer Road and Rory Held can run, but they cannot hide – although they have tried. Summer Road has accused Ingles of not understanding public company governance. However, Ingles understands public company governance just fine”And:Rory Held’s Loyalties Are Owed to the Sacklers, Including the Former Co-Chairman of the Purdue Pharma Board of Directors.Rory Held is Deeply Intertwined with the Sackler Family Trusts Used to Hold Funds Salvaged from the Purdue Pharma Bankruptcy.As a Trustee for Several Sackler Family Trusts, Rory Held Has Legal Duties of Loyalty to the Sackler Family – These Duties Don’t Disappear Even if He Serves on the Ingles Board.Summer Road Has Hidden Rory Held’s Years of Service and Loyalty to the Sacklers from Ingles and Ingles Shareholders.And in my favorite proxy cage fight headline of the week happening at the company Radcom: “Value Base has joined forces with the late founder’s children in efforts to oust the chairman and most of the board, including the late founder’s second wife.” <VOTE RESULTS BUMPER>VOTE RESULTS TABLE April 16-April 23 33 meetings at large market caps total SHPs: 134 at AdobeAct by Written Consent:SYNOPSYS INC (SNPS): 40% yesTEXAS INSTRUMENTS INC (TXN): 45% yesBOEING CO (BA): 39% yesexcessive golden parachutesHUMANA INC (HUM): 41% yesADOBE INC. (ADBE):  8% yesDespite 49.5% NO on payindependent board chairPPG INDUSTRIES INC (PPG): 32% yes2 Hate SHPs continue to suck  7 pay over 10% NOADOBE INC. (ADBE): 49.5% noPay CommitteeAmy Banse (Chair): 15% noCristiano Amon: 4% noMelanie Boulden: 4% noDavid Ricks: 5% noexcessive golden parachutes SHP: 8% yesBank of New York Mellon Corp (BK): 45% noPay CommitteeElizabeth E. Robinson, Chair: 7% noM. Amy Gilliland: 4% noJeffrey A. Goldstein: 5% noK. Guru Gowrappan: 4% noRalph IzzoBroadcom Inc. (AVGO): 34% noPay Committee Chair Harry You: 26% noSpecial meetings:Warner Bros. Discovery, Inc. (WBD): Special: Merger 99% yes; pay 83% noDigitalBridge Group, Inc. (DBRG): Special: Merger 97% yes; pay 77% noDirectors  23 over 10% SMITH A O CORP (AOS): dual class: class A 6 dirs 100%; common: Christopher L. Mapes 36% no; Dr. Ilham Kadri 52% noIn accordance with the Company’s Director Resignation Policy, Dr. Kadri tendered to the Nominating and Governance Committee an offer of resignation from the Board, subject to a determination of the Board whether to accept the offer of resignation. Following the tender of offer of resignation by Dr. Kadri and in accordance with the Policy, the Committee (with Dr. Kadri recusing herself) considered the offer of resignation at a meeting on April 14, 2026. Based upon, among other things, the skills and qualifications of Dr. Kadri to be a member of the Board, her past contributions to the Board, and the belief that the “withheld” votes for Dr. Kadri, who is a highly valued member of the Committee, were primarily reflective of stockholder views regarding the Company’s dual class capital structure and not because of any specific objection to Dr. Kadri, the Committee recommended that the Board reject the offer of resignation. At a meeting of the Board on April 14, 2026, the Board (with Dr. Kadri recusing herself) reviewed and considered the Committee’s recommendation and, based on the recommendation of the Committee and its reasons for the recommendation, unanimously rejected the offer of resignation of Dr. Kadri.Super Micro Computer, Inc. (SMCI): classified: Charles Liang (CEO/Chair) 16% no; Tally Liu 29% no; Sherman Tuan 39% noBroadcom Inc. (AVGO): Harry L. You 26% noADOBE INC. (ADBE): Frank Calderoni 12% no; Amy Banse 15% no; Daniel Rosensweig 31% noOther stuffTexas Capital Bancshares: Redomestication (Delaware to Texas): 55% NOSubject to stockholder approval of the Texas Redomestication Proposal, the Board is requesting that stockholders provide their approval to raise the ownership threshold to submit shareholder proposals from the current level provided under SEC Rules to three percent (3%) (or$1M) of the outstanding shares: 87% noEven the "procedural" Proposal 6 failed (31.08%), meaning shareholders didn't even want to give management extra time to lobby for the other failing items: 69% noUpcoming Meetings (April 27-May 1)Upcoming Annual Shareholder Meetings: April 2026Company NameMeeting DateMarket CapGenuine Parts CompanyApril 27, 2026$20.6 BillionWells Fargo & CompanyApril 28, 2026$284.9 BillionConstellation Energy CorpApril 28, 2026$68.2 BillionCorteva Inc.April 28, 2026$41.3 BillionExelon CorporationApril 28, 2026$36.7 BillionThe Coca-Cola CompanyApril 29, 2026$271.4 BillionAmeriprise Financial, Inc.April 29, 2026$47.2 Billion<THE BIG VOTE BUMPER>THE BIG VOTEWELLS FARGOAGM Date: April 28, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 9%Fidelity 6%Performance outliers:Overall: All between .214 and .320EBITDA ..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 -17%OtherTop 6 influencers are men with aggregate 72%DIRECTORSSteven 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% noMark A. Chancy 61/2020/m af 3%Former Vice Chair, SunTrust BanksPrior Public Company Directorships: EVO Payments, Inc.Votes Against Last AGM: 2% noTheodore F. Craver, Jr. 74/2018/m Afn 9%Former Chair/CEO, Edison InternationalOther Current Public Company Directorships: Duke Energy Corporation (Independent Chair, corporate governance committee chair; compensation and people development committee)Prior Public Company Directorships: Edison International; Health Net, Inc.Votes Against Last AGM: 3% noRichard K. Davis 68/2022/m Nr 8%Former CEO, Make-A-Wish America; Former CEO/Chair, U.S. BancorpOther Current Public Company Directorships: Mastercard Incorporated (human resources and compensation committee chair; nominating and corporate governance committee); Dow Inc. (and its predecessor entities) (Lead Director; audit committee chair; corporate governance committee)Prior Public Company Directorships: Xcel Energy; U.S. BancorpVotes Against Last AGM: 2% noFabian T. Garcia 66/2024/m f 4%Global President, Personal Care, Unilever PLC Prior Public Company Directorships: Arrow Electronics, Inc.; Kimberly-Clark Corporation; Revlon, Inc.Votes Against Last AGM: 2% noWayne M. Hewett 61/2019/m Fcr 11%Senior Advisor, Permira; former CEO, Klöckner Pentaplast Group and Arysta LifeScience CorporationOther Current Public Company Directorships: The Home Depot, Inc. (leadership development & compensation committee chair; audit committee); United Parcel Service, Inc. (audit committee); Resolute Holdings Management, Inc. (audit committee)Other Leadership Service: Cambrex Corporation (Board Chair); Quotient Services (Board Chair)Votes Against Last AGM: 5% noCeCelia G. Morken 68/2022/f an 6%Former CEO, Headspace; former EVP, IntuitOther Current Public Company Directorships: Genpact Ltd (audit committee; compensation committee)Prior Public Company Directorships: Alteryx, Inc.Votes Against Last AGM: 3% noMaria R. Morris 63/2018/f Rc 3%Former EVP and Head, Global Employee Benefits business, MetLifeOther Current Public Company Directorships: S&P Global Inc. (nominating and corporate governance committee chair; executive committee; finance committee); The Allstate Corporation (compensation and human capital committee; nominating, governance, and social responsibility committee)Votes Against Last AGM: 4% noFelicia F. Norwood 66/2022/f r 0%Chief Health Benefits Officer, Elevance Health, Inc.Prior Public Company Directorships: Hill-Rom HoldingsVotes Against Last AGM: 2% noRonald L. Sargent 70/2014/m Can 15%Chair/former Interim CEO, The Kroger Co.; Former CEO/Chair, Staples, Inc.Other Current Public Company Directorships: Five Below, Inc. (compensation committee chair; nominating & governance committee); The Kroger Co. (Board Chair)Prior Public Company Directorships: Staples, Inc. (Board Chair); Home Depot, Inc.; Mattel, Inc.Votes Against Last AGM: 10% noCharles W. Scharf 61/2019/m 19%Chair (2015-)/CEO (2019-), Wells Fargo; former CEO/Chair The Bank of New York Mellon Corporation; former CEO VisaOther Current Public Company Directorships: Microsoft Corporation (compensation committee; governance & nominating committee)Prior Public Company Directorships: The Bank of New York Mellon Corporation (Board Chair); Visa, Inc.Votes Against Last AGM: 2% noSuzanne M. Vautrinot 66/2015/f r 7%President, Kilovolt Consulting, Inc.; former Major General and Commander, U.S. Air Force, Air Forces Cyber and Air Force Network Operations Other Current Public Company Directorships: CSX Corporation (audit committee; governance committee); Ecolab Inc. (safety, health & environment committee chair; audit committee); Parsons Corporation (corporate governance & responsibility committee chair; audit and risk committee)Prior Public Company Directorships: NortonLifeLock Inc.Votes Against Last AGM: 3% noSAY ON PAY8% NO 2025CEO Pay Ratio 1,152:1; $94,522,642:$82,044TSR1-Year TSRAbsolute TSR: 26%Relative TSR: 25th percentileRank: 7 out of 93-Year TSRAbsolute TSR: 128%Relative TSR: 46th percentileRank: 7 out of 125-Year TSRAbsolute TSR: 224%Relative TSR: 64th percentileRank: 5 out of 12Board approved total compensation:$31.2 million for performance year 2024$40.0 million for performance year 2025special $60M equity award to CEO $9M retention cash award to Kleber SantosRelative Return on Tangible Common Equity (ROTCE) Payout:    25th percentile: 50%50th percentile: 100%        SHPsIndependent Chair, National Legal and Policy CenterGovern by Majority Vote, John CheveddenEnergy Supply Ratio, The Comptroller of the City of New YorkEnergy Supply Ratio 18% YES in 2025High-Carbon Financing Litigation Risks, As You SowBoard Committee on Indigenous Peoples’ Rights, American Baptist Home Mission SocietiesRespecting Vendor Civil Liberties, Ridgeline Research/American Conservative Values ETF2025 SHPsEnergy Supply Ratio 18% YESPrevention of Workplace Harassment 15% YESRespecting Indigenous Peoples’ Rights 12% YESCongruency of Political Spending 11% YESMattA Wells Fargo Blame game: shareholder proposal editionNational Legal and Policy Center36 filing mentions in 2026Shareholders request the Board of Directors (“Board”) of Wells Fargo & Company (“Wells Fargo” or “Company”) adopt as policy, and amend the governing documents as necessary, to require hereafter that that two separate people hold the office of Chairman of the Board (“Chair”) and the office of the Chief Executive Officer (“CEO”)On July 29, 2025, the independent members of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”), consistent with the recommendation of the Human Resources Committee of the Board (the “HRC”), awarded Chief Executive Officer and President Charles W. Scharf a one-time equity award (the “Award”), consisting of Restricted Share Rights (“RSRs”) with a grant date value of approximately $30 million and 1.046 million Stock Options (“Options”).On July 29, 2025, the Board approved and adopted the Company’s By-Laws (as amended and restated, the “By-Laws”), effective immediately. Among other things, the amendments remove the requirement that the Chairman of the Board be an independent director. The Board also amended the Company’s Corporate Governance Guidelines (the “Guidelines”) to, among other things, require a Lead Independent Director if the Chairman of the Board is not independent. Consistent with this change, the independent directors of the Board intend to appoint Mr. Scharf as Chairman of the Board, and to appoint a Lead Independent Director of the Board.WHO DO YOU BLAME?If you’re voting for this SHP, you HAVE TO CONSIDER voting against the people who adjusted the bylaws in 2025 to recombine the CEO/chair role, right?  The people made the decision:Chair Steven BlackRelinquished his role - was chairAnd no wonder - Black worked at JPM with Scharf, they were both CEOs of divisions - and Black was added to the board BY ScharfBlack by far the highest paid director both this year and last - over 600k in summary reported pay, high even for a chair, with realized pay much greaterBlack on the human resources committee of the boardThe ENTIRE boardThe ENTIRE BOARD was present for the switch - there are no new membersThe board response includes this line: “Unless the Board Chair is independent, our Corporate Governance Guidelines require the annual selection, by the Board’s independent directors, of a Lead Independent Director, whose key responsibilities are described in our Corporate Governance Guidelines”They are using as a justification for rejecting the separation of CEO and Chair the governance language they themselves added last year - like saying “we’re just following the rules” right after you set the rulesCharlie ScharfWent from 19% influence to 24% influence with the chair change, and oddly it came at the expense of Ronald Sargent (from 15 to 14) and Wayne Hewett (from 11 to 10) while HELPING Steven Black (from 10 to 11)This was pure power consolidation for the CEO - side-moting Black, his friend, and taking another role himself effectively consolidated power between himself and BlackChairman and co-founder of NLPC Peter FlahertyWho unironically is now running headlines about NLPC’s attempts to separate CEO and board chairs while being a CEO and board chair of his non profitJohn Chevedden239 filing mentions in 2026Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable lawsSimple majority actually won already, but Wells Fargo didn’t actually have enough votes present at the meeting to meet the actual threshold required - Chevedden is demanding they adjourn the meeting and get enough votes present, to which Wells Fargo says it’s too expensive and hardWHO DO YOU BLAME?InvestorsFirst, they don’t actually show up - the fact that over one fifth of investors don’t vote at all is laughableSecond, in 2024, the one remaining element that required a supermajority to overturn, the Local Directors clause in the by laws, got 78.7% instead of 80%John CheveddenI get the principled stand of majority voting for ALL amendment changes, but I’m unclear where and when the last remaining bylaw that requires supermajority ever is triggeredThe “Local Directors” clause states:If the company buys >50% of voting stock of a financial institution AND if the company explicitly agrees to abide by the Local Directors bylaw, Wells Fargo then HAS to cast its votes such that 75% or more of the subsidiary board of directors are residents of the city where the subsidiary is headquarteredThe bylaw generally exists to support local banks from massive institutional takeover, even though it has a supermajority requirement for overturningI’m not exactly sure why anyone cares about this?  Is this just a copy/paste?  The investor downside is no control over a local bank (which, OK, fine) but the control is in favor of a community over profit (which, yes, good?) and a smaller, parochial talent pool (which, so??)It’s a Wonderful LifeIf you sided with Potter - profit over community - this is the George Bailey clauseThe Comptroller of the City of New York11 filing mentions in 2026Shareholders request Wells Fargo & Company (“Company”) disclose annually its Energy Supply Ratio (“ESR”), defined as its total financing through equity and debt underwriting, and project finance, in low-carbon energy supply relative to that in fossil-fuel energy supply. The disclosure, prepared at reasonable expense and excluding confidential information, shall describe Company’s methodology, including what it classifies as “low carbon” or “fossil fuel.” Company should include lending in its ESR if methodologically soundAt least second time in as many years for this proposal - basically it’s a request for how much fossil fuel funding relative to renewable funding the bank does17% support in 2024, which is not nothing - and honestly, doesn’t the bank have this information handy?WHO DO YOU BLAME?The 2021 Wells Fargo boardFrom the 2021 proxy: On March 8, 2021, Wells Fargo announced a major step in our efforts to support the transition to a low-carbon economy by setting a goal of net-zero greenhouse gas emissions – including our financed emissions – by 2050. To help meet this ambitious goal, Wells Fargo will, among other things, measure and disclose financed emissions for select carbon-intensive portfolios; set interim emission reduction targets; deploy more capital to finance climate innovation; and continue to work with our clients on their own emissions reductions efforts. Wells Fargo also will launch an Institute for Sustainable Finance to manage the deployment of $500 billion of financing to sustainable businesses and projects by 2030.By the end of 2025, they were 53% of the way to the $500bn goal by double counting - 63% of their current financing toward the goal were jointly underwritten loans, so they raised much much less.Wells Fargo was the first major US bank to abandon the net zero goal entirely and quit everythingIf the board from 2021 hadn’t set such an ambitious greenwashy goal, this board wouldn’t have to deal with these proposals.  Oh, wait… Suzanne Vaturinot and Wayne HewettIf you’re going to vote FOR this, don’t you also vote AGAINST the directors who helped make Wells Fargo less transparent, set overripe press-release-y goals, and scrap everything as soon as the tide shifted?Black, Chancy, Craver, Hewett, Morris, Sargent Scharf, Vautrinot - 67% of the board today SET THESE TARGETSIncluding TWO members today (Vautrinot and Hewett) who were on the three person now dead Corporate Responsibility committeeFernando Rivas, head of Investment BankingHe doesn’t have one analyst who can spend 14 minutes preparing this?  He was awarded $16m in stock in 2024 - as much as Scharf was awarded in 2023 - and he can’t afford an Upworker to get this info?They actually claimed in the response that BloombergNEF already OFFERS this ratio - does Fernando not have a Bloomberg account?As You Sow34 filing mentions in 2026Shareholders request that Wells Fargo issue a report, at reasonable expense and excluding confidential information, that evaluates and describes the range of climate-related litigation risks associated with its financing of high-carbon activitiesSee above for the dissolution of climate targets entirely, but As You Sow is smart enough to put in cases relevant to the ask… sort of?  They cite ongoing cases and BNP Paribas and ING Bank, where plaintiffs Oxfam and Dutch activists are suing the banks - two EU banks with two EU activist orgs doesn’t exactly sound like a real likely outcome for Wells Fargo?WHO DO YOU BLAME?See above - all the same people, with one additionAmerican Baptist Home Mission Societies1 filing mention in 2026American Baptist is basically the nuns - religious groups for environmental and social justiceShareholders request the Board of Directors of Wells Fargo & Company charter a new committee of independent directors on Indigenous Peoples’ Rights to oversee the Company’s management of actual and potential adverse impacts on Indigenous Peoples arising from its financing activities. This oversight should include general corporate and project-specific financing. The committee charter should authorize the committee to meet with affected Indigenous rights-holders, communities, employees, customers, and other relevant stakeholders, and to retain independent experts as neededIn January 2025, WFC disbanded the Corporate Responsibility Committee and “folded” it into the Governance & Nominating CommitteeIt had been a woman-only committee - Celeste Clark chaired (no longer on the board), CeCe Morken, Felicia Norwood (the one black person on the board), and Suzanne VautrinotThe ask for an additional committee substantially duplicating what would have squarely fit in the existing committee that is now dissolved is headscratching, as WFC has shown it doesn’t care about stakeholders - but if you want to vote for this, you should be voting out the directors who made it necessary to create a new committeeWHO DO YOU BLAME?Steven Black, then board chairWhen Black was board chair, this would have been under his purview to dissolve the committeeCharlie SharfNothing actually happens without CEO clearanceCeCe Morken, Felicia Norwood, and Suzanne VautrinotThe members of the committee - that allowed themselves to be dissolved.  Vautrinot also set Wells Fargo up for dissolving the committee in the first place - she was on the Corporate Responsibility committee when it set the lofty greenwashy goals in 2021, and sat on it all the way through dissolutionCommittee was formed in January 2011Ridgeline Research LLC / American Conservative Values ETF49 and 61 filing mentions in 2026Shareholders request the Board of Directors of Wells Fargo & Company conduct an evaluation and issue a report within the next year, at reasonable cost and excluding confidential information, assessing how the Company’s DEI requirements for vendors, suppliers, and contractors impacts Wells Fargo & Company legal, reputational, operational, and other relevant risks related to discrimination against individuals based on their race, color, religion (including religious views), sex, national origin, or political viewsDEI!  Ridgeline/American Conservative Values is run by William Flaig and is the only investment “research” firm I’ve seen with a “Political Research Consultant” listed among the leadership (three white dudes - Tom Carter, Don Irvine)Three white dudes are asking WFC to issue a report on how having DEI requirements causes reputational risk of discrimination against white dudes and conservatives - standard conservative fare at this point, but… WHO DO YOU BLAME?Felicia NorwoodShe manages benefits at Elevance Health, is one of three board members without either financial services OR accounting/reporting experience per the filing’s self reported skills matrix - and the other two are the Hispanic man and another womanShe’s a black woman - definitionally, if you are FOR this proposal you are likely against black women in these roles given they are clearly not qualifiedShe was added in 2022, in the height of DEI feverRichard DavisChair of the Governance Committee that ostensibly oversees this as an issue (governance, supplier relations) from the board since the Corporate Responsibility committee was dissolvedCEO of Make-A-Wish, which sounds wokeTed CraverOn pure numbers, since we’re worried about the meritocracy and discrimination, Craver should fail:337 overall batting average, including 094 career controversies average8 human rights flags (which include issues related to discrimination), and in his tenure at the company he’s been flagged twice for being in the bottom quartile of TSRHe’s 74 years old with an 8 year tenure and 9% influence, is connected to 15% of the board and was tagged as being a “deferential director” - less likely to represent shareholders than managementGot an MBA but was CEO of a public utility, nothing in financeCharlie ScharfThat’s the Proxy Countdown for the week of April 20, 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

A 100% increase in black female CEOs at Fortune 500 companiesThe wild wild west of CFO transitionsSnap’s AI-branded mismanagement umbrellaShareholder Proposals are becoming old-fashioned againAnd on The Big Vote, Matt finally digs into wayward bandaids<TRADE WIRE BUMPER>Trade WireTop Stories:30 Filings since April 8The headlinesDOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive ChairKaren is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA).She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizationsCarter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officerappointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot8 CFO transitionsFEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successorCorebridge Financial: Interim CFO received (i) a $750K special retention equity award and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.Meta Platforms: directors Hock E. Tan and Tracey T. Travis are resigningHock, the CEO of Broadcom, lasted for only 2 years and bounced right after Meta said it agreed to deploy 1 gigawatt of custom artificial intelligence chips using Broadcom technology as part of a multi-gigawatt dealDown to 2FMetaWith Tracey T. Travis resigning, Meta’s board will–brace yourself–have only 2 female directors. But don’t worry they still have:Dana White (domestic violence)Tony Xu (Bro Culture allegations about DoorDash work cultureMarc Andreessen: leading anti-DEI voice in Silicon Valley: stating that the programs are "discriminatory against merit"Peggy Alford was an executive at the Chan Zuckerberg InitiativeZuckStupid moneyTENET HEALTHCARE: Paola Arbour will retire from her role as CIO but will remain employed on a part-time basis in a non-executive role through April 1, 2028 to provide continuing transition services and support. Under the Agreement, Ms. Arbour will receive a weekly salary of $820. In addition, she will remain eligible to participate in the Company's medical, dental and prescription benefits, and will continue to vest and receive service credit under the Company’s Executive Retirement Account through April 1, 2028.AeroVironment: Brad Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hourAlphabet Inc.: equity awards for non-CEO NEOs: $130M total for 4 NEOs and an additional $22M "transition amount" following the discontinuation of the SVP Bonus program in 2025. MARSH & MCLENNAN: Mark McGivney was appointed COO and CFO and will get $10M golden hello equity award<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHSnap plans to lay off 16% of its employees, around 1,000 people, citing “rapid advancements in artificial intelligence.”Snap’s layoffs follow demands last month from Irenic Capital Management, an activist investor whose portfolio manager wrote a letter to the Snap CEO Evan Spiegel, calling on him to reduce costs and headcount while criticizing the company’s current strategy.In Spiegel’s memo to staff, he claimed that the layoffs would move Snap towards profitability and suggested that artificial intelligence could fill the lack of human labor.CarMax will add two members to its board following discussions with activist investor Starboard Value, which agreed to withdraw its director nominations ahead of the company’s annual shareholder meetingThe new board members will be Jim Kessler and William Cobb, the latter of whom was one of Starboard’s two nominees to the boardInvestor services and proxy advisory company Institutional Shareholder Services (ISS) announced that it has filed a federal lawsuit aimed at challenging a new Indiana law – that has been replicated in several states – that would require proxy advisers to provide what it called “a regime of state-law mandated warnings” when recommending voting against company management. Essentially: a Pledge of Allegiance to the Anti-WokeThe new law, introduced and passed earlier this year, requires proxy advisors recommending votes against management policies to make disclosures to clients and to the company if the recommendation is not based on a “written financial analysis” that considers the short term and long term financial benefits and costs of the proposal, and if the analysis has been made, to make it available upon request <VOTE RESULTS BUMPER>VOTE RESULTS TABLE  7 meetings market cap over $1 billion total SHPs: 2LENNAR CORPEqual Voting Rights for Each Share-John Chevedden 37% yesDisclosure of Voting Results by Share Class-Treasurer of the State of Illinois 25% yes; used a Sonnenfeld paper to defend SHP 1 1 pay over 10% NO COOPER COMPANIES: 10% noDirectors 8 over 10% Biglari Holdings: whole board (including Sardar Biglari) averaged about 12% NOSardar Biglari owns 73%LENNAR CORPJeffrey Sonnenfeld 19% no (HIGHEST)Stuart Miller 14% noOther stuffUpcoming Meetings (April 20-24)16 AGMs2 special including KKR: as part of 12/31/26 sunsetting of KKR’s dual class shares: it can be done, people7 of 14 companies have SHPs: 9 SHPs total7 G1 H1 S: NC State Sen. Julie Mayfield at HCA Healthcare: report describing the healthcare consequences and impacts its hospital acquisitions in the last decade have had on impacted communities: including (i) the number of physician departures post-acquisition; (ii) a comparison of pre- and post-acquisition patient satisfaction ratings; (iii) a comparison of the number of staff per occupied beds pre- and post-acquisitionCompany NameMeeting DateMarket CapSHPsDomino’s PizzaApril 21, 2026$16.4B2: GGKKR & CoApril 21, 2026$94.7BSpecial: as part of 12/31/26 sunsetting of KKR’s dual class sharesNorthern Trust CorpApril 21, 2026$19.2B0U.S. BancorpApril 21, 2026$68.5B0PSE&GApril 21, 2026$38.3B0MSCI Inc.April 21, 2026$43.6B0Fifth Third BancorpApril 21, 2026$26.8B0Sherwin-WilliamsApril 22, 2026$92.4B1: GLevi Strauss & Co.April 22, 2026$8.2B1: HJohnson & JohnsonApril 23, 2026$578.3B0: GPfizer Inc.April 23, 2026$162.5B1: GHCA HealthcareApril 23, 2026$88.1B2: SG: NC State Sen. Julie MayfieldWarner Bros. DiscoveryApril 23, 2026$21.4BSpecial: MergerEdison InternationalApril 23, 2026$31.9B1: GAbbott LaboratoriesApril 24, 2026$204.7B0Stanley Black & DeckerApril 24, 2026$14.8B1: G<THE BIG VOTE BUMPER>THE BIG VOTEJOHNSON & JOHNSONAGM Date: April 23, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 8%State Street 6%Performance outliers:Overall: .Joaquin Duato .348EBITDA .565Mark McClellan .244Carbon .664Paula Johnson .127TSR .490Joaquin Duato .349Controversies .288Jennifer Doudna .017, Marillyn Hewson .041, Paula Johnson .074, Joaquin Duato .078Board stuffCommitteesAudit (a)Compensation & Benefits(c)Nominating & Corporate Governance (n)Regulatory Compliance & Sustainability (s)Science & Technology (t)Also: Finance (f) AND Special Committee – Orthopaedics Separation (o)FFA Skills (Non-Executive DIrectors)Economics and Accounting 16%Law and Government 11%Building and Construction 10%Biology 8%Mechanical 6%Medicine and Dentistry 6%Proxy SkillsAcademia/Government: 7 out of 12Digital: 4 out of 12Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacyExecutive Leadership: 11 out of 12Financial: 8 out of 12Healthcare Industry: 8 out of 12International Business/Strategy: 8 out of 12Marketing/Sales: 5 out of 12Regulatory: 8 out of 12Science/Technology: 5 out of 12Advanced scientific or technological degree and related work experience in a scientific or technological fieldGender Power Gap -9%Board power: LD and CEO: 42%DIRECTORSMary C. Beckerle, Ph.D. 71/2015/f St 4%University of Utah, Distinguished Professor of Biology and Oncological SciencesOther Public Company Boards: Exelixis (since 2024); Huntsman Corporation (since 2011)Votes Against Last AGM: 3% noJennifer A. Doudna, Ph.D. 62/2018/f ns 5%University of California, Berkeley: Principal Investigator, Doudna Lab; Founder, Innovative Genomics Institute; Nobel Prize Recipient in Chemistry (2020)Other Public Company Boards:Tempus AI, Inc. (since 2024)Votes Against Last AGM: 2% noJoaquin Duato 63/2022/m F 25%Chair/CEOOther Public Company Boards: Hess Corporation (2019-2022)Votes Against Last AGM: 8% noMarillyn A. Hewson 72/2019/f Ncfo 17%Lead Independent DirectorFormer CEO/Chair Lockheed MartinOther Public Company Boards: Chevron Corporation (since 2021); Lockheed Martin Corporation (2012-2021)Votes Against Last AGM: 3% noPaula A. Johnson, M.D. 66/2023/f ns 3%Wellesley College, PresidentOther Public Company Boards: Abiomed, Inc. (2020-2022); Eaton Vance Corp. (2018-2022); West Pharmaceutical Services (2008-2021)Votes Against Last AGM: 2%Hubert Joly 62/2019/m Ano 12%Former CEO/Chair Best BuyOther Public Company Boards: S&P Global, Inc. (since 2026); Ralph Lauren Corporation (2009-2025); Best Buy Co., Inc. (2012-2020)Votes Against Last AGM: 3% noMark B. McClellan, M.D., Ph.D. 62/2013/m st 5%Duke University: Director, Duke-Robert J. Margolis, MD, Center for Health PolicyOther Public Company Boards: Alignment Healthcare (since 2021); Cigna Corporation (since 2018)Other affiliations: Director, Research! America; Chair, National Academy of Medicine, Consortium for Value and Science-Driven Healthcare; Director, National Alliance for Hispanic Health; Director, PrognomIQ, Inc.; Director, United States of Care; Co-Chair Guiding Committee, Health Care Payment Learning and Action NetworkVotes Against Last AGM: 3% noJohn G. Morikis 62/2025/m ac 14%Former CEO/Chair Sherwin-Williams CompanyOther Public Company Boards:General Mills, Inc. (since 2024); United Parcel Service, Inc. (since 2025); Whirlpool Corporation (since 2025)Votes Against Last AGM: n/aDaniel E. Pinto 62/2025/m aco 0%COO JPMorgan ChaseOther Public Company Boards: noneVotes Against Last AGM: n/aMark A. Weinberger 64/2019/m aoS 7%Chair/CEO Ernst & YoungOther Public Company Boards: JPMorganChase (since 2024); MetLife Inc. (since 2019); Saudi Aramco (since 2019); Accelerate Acquisition Corp. (2021-2022)Votes Against Last AGM: 5% noNadja Y. West, M.D. 64/2020/f sto 4%U.S. Army (retired) Lieutenant GeneralOther Public Company Boards: Nucor Corporation (since 2019); Tempus AI, Inc. (since 2024); Tenet Healthcare Corporation (since 2019)Votes Against Last AGM: 3% noEugene A. Woods 61/2023/m Sc 5%CEO Advocate HealthOther Public Company Boards: Best Buy Co., Inc. (2018-2024)Votes Against Last AGM: 4% noSAY ON PAY9% NO 2025Half of LT equity based on Relative TSR: “If TSR is negative, the percentage of target earned based on TSR performance is capped at 100%.”CEO Total direct compensation 2023 to 2025: $21,634,615…$24,580,000…$27,142,000Total summary: $24.3M 2024 to $32.8M in 2025personal use of corporate aircraft of $161,687, and personal and home security services of $367,977360 to 1 CEO pay ratioSHPIndependent Board Chair, The Accountability BoardHuman Rights Impact Assessment: 11% YES in 2025Golden Parachutes: 5% YES in 2025MATT:SHOT CLOCK: 30 MINStockUp 52% 1Y, 44% 5Y64th straight year of dividend increase2024 PE was around 10x, now to 20x - spun Kenvue, went all in on bigger long term drug bets and shed “stability”So if you’re basically betting the stock price and story on big future bets AND still selling the idea of “stability” with dividends but spun off the stable revenue generator of Kenvue, you have some new risk:Dividend eats ability to make the big bets - short change the big bet costs for dividends to placate investorsBig bets eat dividends - you need the big bets to pay, if they don’t you take from investors to fund itSo you need a “big bet board”, right?  You need a board that knows the pipeline of drugs, values it properly balancing investor risk, and has a long view of the potential returnsBig bet board, or big friend board?Drug company making big drug bets should probably have medicine/drug experts:First thing worth noticing - why are 80% of the MD/PhD members of the board women, but only 41% of the board is women?Men: Best Buy, Sherwin Williams, JPM, EY, Duke Professor of Medicine and Policy, Advocate Health (black man)Women: Professor biology, professor biochemistry/biophysics, Lockheed Martin, president Wellesley (black woman), Army surgeon (black woman)Marillyn Hewson only woman without a PhD, was CEO of Lockheed which is incongruous to JnJDoes any one board encapsulate the gap between male board standards and female board standards better?Here’s a game - guess who doesn’t have the skill:If you guessed the CEO does NOT HAVE ADVANCED SCIENTIFIC DEGREE OR RELATED WORK EXPERIENCE, you’d be correctSpeaking of qualifications, here is the board skill requirements for a position:“Have expertise and experience relevant to our business and the ability to offer advice and guidance to the CEO based on that expertise and experience.”So explain John Morikis - who spend 40 years at Sherwin Williams and has no other experienceIf CEO/leadership is his core value add, you kind find CEOs everywhereSkills matrix give Morikis “Healthcare Industry” experience - he has board positions at UPS, General Mills, Whirlpool, and Chairman of the Board of Directors for University Hospitals Health System, IncUH is based in Ohio - where Morikis is from - and the qualifications to join the board is be rich and be from OhioIt’s a fundraising gig conflated into Healthcare Industry experience for the skills matrixAll of Morikis’s other skills are marketing, international business, and finance - which accounts for virtually 70% of large cap US company board experience - the talent pool is massiveSo then REALLY why Morikis?Morikis on UH board with Chris Gorman from Keycorp who’s on Business Roundtable with Marrilyn HewsonMorikis’s board member Jeff Fettig was on board of Dupont with… Marrilyn HewsonBig friend LID? What’s the point of a retirement age when the LID Marrilyn Hewson says in the opening letter:“Fostering innovation and continuing this level of performance requires the right mix of expertise and leadership on our Board. To that end, we are pleased to have elected two exceptional new Directors in 2025 — Daniel Pinto and John Morikis. I was personally inspired by the independent Directors' decision to extend my eligibility to serve on the Board for two years beyond the Company's retirement age. I will continue to prioritize engagement with our shareholders and solicit feedback as we strive to maintain the highest standards of governance for the Company.”Power gapsCommittee Chairs:Audit (man), Nom (only woman without a PhD/MD), Comp (man), Regulatory (man), Finance (man), Science (woman, and a five person committee with four women and the one dude PhD)Fun with charts:Joly considered “academic” for giving guest lectures at Harvard - the others are ACTUAL PROFESSORSBrian Hemphill award for overboarding goes to…CEO Duato: JNJ, Business Council, Business Roundtable, New Jersey CEO Council, Spain-US Chamber of Commerce (5 roles)Mark McLellan (longest tenured director): Duke Center for Health director, professor, Alignment Healthcare, Cigna (public companies), Director Research! America, Chair National Academy of Medicine, Director National Alliance for Hispanic Health, Director PrognomIQ, Director United States of Care, Co-Chair Guiding Committee Health Care Payment Learning Action NetworkMark Weinberger: JM, MetLife, Saudi Aramco, Senior Advisor to Tanium, Senior Advisor to Stone Canyon Industries, Senior Advisor to Teneo, Director NBER, Director JUST CapitalNadja West: Nucor, Tempus AI, Tenet Healthcare (public), Trustee Mount St Mary’s, Trustee National Recreation Foundation, Trustee Center for Naval Analysis, Trustee Olmsted FoundationOverlap alertEVERYWHERE - this board is so connected it’s impossible to list it allMost not trying to hide it: Jennifer Doudna on Tempus AI with Nadja WestHubert Joly CEO and chair of Best Buy when Eugene Woods was on boardGAME TIMEVerdict 1: This is not a big bet boardYes, low tenure, yes power dispersion, but NO ONE WITH CORE SKILL has power hereThis ia board’s board more than a future proof board - these are fiscal managers who are largely deferential to management and care more about stability than big twistsVerdict 2: This is traditional overpayerAdvanced metrics show them as overpaying atypical board - they’re paying Duato for eventual performance not current performance - revenue growth is steady but low, TSR is built on the back of eventual returns and PE expansion, not growthSettling corporate problems (vaginal mesh, baby powder) and spinning off Tylenol isn’t a solution to the big bet future and not something you pay a CEO to do - pay jury verdicts (losing) and sell stable assetsVerdict 3: This board is too busy to pay attention anywayVOTE:NO on Marrilyn HewsonStop extending her as LID and ignoring the retirement age for a woman who’s core skill was manufacturing weapons and building connections in government and on boards - also on the pay committeeNO on MorikisWe need the board slot for director whose core skill is in drug big bets, not paint - also on the pay committeeNO on Woods and PintoRound out the pay committee with chair Eugene Woods and member Dan Pinto - if you don’t like pay, you vote against the committee that set the payNO on PayYES on the one shareholder proposal - independent board chairThere is principally zero reason for a CEO who’s been at the company for 30 years, who had bosses, to not need a boss now in the board.  He doesn’t have to be chair - he also was at the company on the pharma and consumer health businesses during vaginal mesh and baby powder problems, yeah?  Give him a boss.That’s the Proxy Countdown for the week of April 13, 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 Kenvue BandAids

Trade Wire - BUY/SELLTOP STORIESproxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31THE HEADLINESJeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violationsShell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules.Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee.The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.”His future at Paramount has been in question since the company beat Netflix  in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month.Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M:$5M Cash Severance ($3.5M salary + $1.5M bonus)$11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M)12 months of COBRA benefits COBRA/Subsidies ~$30,000According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or of the Executive”BP's new CEO Meg O'Neill began her stint on April 1st. She is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major.Two OpenAI Execs Are Going on Medical LeaveThe company’s chief marketing officer Kate Rouch is reportedly stepping down to recover from cancer.And Fidji Simo, OpenAI’s CEO of artificial general intelligence development — and arguably one of the AI company’s most important cogs — is taking medical leave.“For my entire time here, I’ve postponed medical tests and new therapies to stay completely focused on the job and not miss a single day of work”DOWN TO 2FGlobal Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone)Trade Desk:4 directors have left since March 19Kathryn Falberg: Resigned effective March 23, 2026Lise Buyer: Resigned effective April 3, 2026AppLovin: Alyssa Harvey Dawson resigningSTUPID MONEYBunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman2 $3M golden parachutes at WhirlpoolJames Peters, formerly Chief Financial and Administrative Officer, Whirlpool AsiaAlessandro Perucchetti, formerly President, Whirlpool North AmericaBroadcom: New CFO Amie Thuener ($35.4M equity/$1M cash)Oracle: New CFO Hilary Maxson golden hello: $250K relocation costs; $26M equity (80% time-based).Ms. Maxson will be able to select the equity vehicle for the Equity Grant as either: (1) 100% stock options, or (2) 50% stock options and 50% restricted stock unitsCapital One Financial: special $2M equity award to Chief Enterprise Services Officer and Chief of Staff to the CEO Frank LaPrade: “in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company”THE ODDITIESNatera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGMHUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHProxy adviser ISS recommended a vote against the BP board for revoking  two resolutions from 2015 and 2019 requiring company-specific climate reporting which passed with near 100% support at the time.At the same time, Activist shareholder Follow This agreed with ISS and warned ‌of possible ⁠legal action after BP refused to put a separate shareholder resolution on the agenda of its April 23 AGMShah Capital is renewing its fight to revamp the leadership of Novavax, saying the current board has overseen a “destruction of shareholder value.”Shah Capital, which owns 9% of Novavax’s stock, will vote against the re-election of board nominees and vote NO on Executive Pay, but will not be starting a proxy fight because it will be in the minority “against an entrenched eight-member board.”But why is it entrenched exactly? Nine members: CEO John Jacobs (2023), Chair David Mott (2020), 7 total since 2020, and only 2 women to push around And lastly, New Analysis Finds AI Tilts Towards Shareholder Activists in Proxy VotingAI is currently more likely to support an activist's case for change than an incumbent Board and management team. On average the models recommended just 37% of votes for companies' entire director slates – substantially lower support than ISS and Glass Lewis, which have historically recommended all-management votes in the majority of contests, as well as actual election outcomes. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 4 meetings since 3/31/26: leagues 3 and 4 Companies with SHPs: 1Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer ResearchSay on Pay: 2  over 10% NO; 0 over 15%Hewlett Packard 26%Cooper Companies 10%Directors: 96% average YES: 0 directors over 10% NOHewlett Packard: 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no payUpcoming MeetingsApril 14 Moody's Corporation $82.4 BillionApril 14 BNY Mellon (The Bank of New York) $63.8 BillionApril 15 Adobe $215.3 BillionApril 16 Synopsys $85.9 BillionApril 16 Humana $17.4 BillionApril 16 PPG Industries $32.1 BillionApril 16 HP $30.2 BillionApril 17 The Boeing Company $110.6 Billion<THE BIG VOTE BUMPER>THE BIG VOTEADOBEAGM Date: April 15, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 9%Performance outliers:Overall: .629Dheeraj Pandey .463EBITDA .765Dheeraj Pandey .068Carbon .762David Ricks .410TSR .418Dheeraj Pandey .266Controversies .671David Ricks .282Board stuffCommitteesAudit (a)Executive Compensation (c)Governance & Sustainability (n)Skills (Non-Executive DIrectors)Economics and Accounting 22%Computer and Electronics 8%Communications and Media 5%Medicine and Dentistry 5%Technologist: Directors with expertise in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development3/11 directors: lowest categoryAI Experience: Directors with experience leading AI transformation in companies.8/11 directors: Really??Calderoni: an accountant and CEO of a provider of global talent solutionsNarayenAdobe CEO to Step Down in Face of Investor Concerns Over AI: Shantanu Narayen’s planned departure comes at a moment when investors are scrutinizing Adobe’s AI positioning and questioning how well its subscription model will hold up against faster-moving generative AI competitorsAdobe stated the need for new leadership under AI growth as the reason for his departure.Oberg: CFO MarriottRicks: CEO of a pharmaceutical companyRosenweig: CEO of an online textbook rental companyGender Power Gap -9%CEO SuccessionNarayen will remain in the position until a successor has been appointed and will stay on as board chairmanWorking with Lead Director Calderoni on successorDecision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to considerGovernance and Sustainability Committee: “if requested by the Board, assisting the Board in reviewing and assessing performance, management development and succession planning for our senior management, including our CEO”DIRECTORSCristiano Amon 55/2023/m c 7%CEO, QualcommOther Public Company Boards: QualcommVotes Against Last AGM: 3% noAmy Banse 66/2012/f Cn 11%Partner, Mosaic General PartnershipOther Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024)Votes Against Last AGM: 12% noMelanie Boulden 53/2020/f c 6%Former Chief Growth Officer, Tyson FoodsOther Public Company Boards: Cal-Maine FoodsVotes Against Last AGM: 3% noFrank Calderoni 68/2012/m N 11%Lead Director; Former CEO, Velocity GlobalOther Public Company Boards: Anaplan (Chair 2017 to 2022)Votes Against Last AGM: 11% noLaura Desmond 60/2012/f a 4%CEO, Smartly.ioOther Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020)Votes Against Last AGM: 5%Shantanu Narayen 62/2007/m 28% noChair/CEOOther Public Company Boards: Pfizer Inc. (Lead Independent Director) Votes Against Last AGM: 11% noSpencer Neumann 56/2022/m a 4%CFO, NetflixOther Public Company Boards: NoneVotes Against Last AGM: 2% noKathleen Oberg 65/2019/f An 6%Former CFO, Marriott InternationalOther Public Company Boards: NoneVotes Against Last AGM: 3% noDheeraj Pandey 50/2019/m a 2%Chair/CEO, DevRevOther Public Company Boards: Nutanix (Chair 2009 to 2020)Votes Against Last AGM: 2% noDavid Ricks 58/2018/m c 12%Chair/CEO, Eli LillyOther Public Company Boards: Eli Lilly (Chair)Votes Against Last AGM: 3% noDaniel Rosensweig 64/2009/m n 9%CEO/Co-Chair, CheggOther Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc.Votes Against Last AGM: 7% noSAY ON PAY21% NO 2025Net New Salesas a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target sharesas a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target sharesEquity Awards Granted by the Committee2024: $40.5M for CEO ($92M for all NEOs)2025: $45.5M for CEO ($104.5M for all NEOs)CEO: security services $880,354; personal use of our corporate jet $255,119; CEO Pay Ratio 217:1SHPGolden ParachutesJohn R. Chevedden 47% YES in 2025Board MatrixComptroller of the City of New York: New York City Employees’ Retirement System, the New York City Teachers’ Retirement system and the New York City Police Pension FundCivil Liberties in Digital ServicesAmerican Conservative Values ETF (“for ideologically Conservative investors” which translates into 3 creepy older white dudes)Boycott 57 companies (including Apple, Disney and Target)Stand Against Woke Liberal Investments: We’re taking decisive action against the liberal agenda infiltrating our financial world.It’s time to combat:Big Tech and Banking elites silencing conservative voicesCorporate “woke-ism” masquerading as social responsibility (DEI, Net-Zero)Media companies spewing liberal propagandaCEOs pushing their political agendas and bankrolling socialist causesAttacks on our right to express religious beliefsAssaults on our constitutional right to bear armsThe blatant disregard for the sanctity of human lifeNO CRITERIA LISTED: “We avoid companies that promote liberal causes or alienate conservative customers and employees. Our process is qualitative and evaluates a company’s long-term reputation, business practices, and how it compares to peers in its industry”Retirement Plan Climate RiskAs You SowNew segment called ON THE CLOCKI set a timer for 30 minutes to pull through all Free Float data and come up what I would want on this board. Set myself up for game time - making a voting decision.ON THE CLOCK:Free Float stat sheet:DemoAverage birth year: Lyndon Johnson (1967)Average 74% demographic similarity between board membersAverage tenure = 10 years, 5 directors >10 years, Rosensweig at 17 to Narayen’s 18Power:Max influence: CEO Shantanu Narayen (28%)Daniel Rosensweig (11%) and Frank Calderoni (10%) are on deck36% women, -9% gender power gapBrains82% advanced degree/elite school directorsOnly 8% director merit - mostly fails on performance, you get a lot of interconnected CEOs instead12% experience overlaps Friends82% connected directors (ranks in top 10 for ALL IT sector companies in US/CA/AU/GB)6% have direct connection in common overlapsBehaviorsRanked as atypical overpayer of the CEO - compared to all other large cap IT companies, Adobe’s summary, realized, realized:summary ratio, ceo pay ratio together were near the top (overpay) and abnormal relative to performance (atypical)Performance3 directors of 11 in the last 3yr rank above average on CEO pay ratio batting average - they like paying CEOs3 yr TSR batting average was abysmal (highest .311, average was .241 - below the bottom quartile)CAREER TSR batting average average .369, with three directors below .300 (Melanie Boulden, Dheeraj Pandey, Spencer Neumann)Gaps:EBITDA batting average across every director tenure just at Adobe averages .872 - during every director’s tenure at Adobe, they’re producing earnings nearly in the top 10% of peers - but TSR batting average at Adobe across tenures average .296GAP 1: THEY DON’T GET PAID FOR THEIR EARNINGSMarketing gap?  Is the market improperly valuing Adobe?  Worried about wrong things?They’ve done this while averaging .761 on controversies at Adobe - meaning earnings without controversies, so market isn’t punishing them for bad behavior, just not valuing the sustainability or long term narrative of the earningsAlso explains the high CEO pay - the pay narrative is structured around TSR (market performance), but the company is paying him for earnings - is it actually high?  Or do they just have a massive narrative gap?There are FIVE directors tagged as having marketing/communications knowledge in their backgrounds: Rosensweig, Narayen, Ricks, Boulden, DesmondAre they being underutilized?  Or are they just bad at it?All tagged as having knowledge from education - degree attainment, schooling - NONE from industryOne of the knowledge types we tag is Design - despite being a design software firm that helps creatives, only the CEO Shantanu Narayen was tagged with design knowledge - in fact, the skills matrix for directors DOESN’T EVEN INCLUDE A SKILL RELEVANT TO THE USE OF THE PRODUCTS (leadership x2, business dev, AI, ops, finance, legal, sales, technologist, board service)GAP 2: KNOWLEDGE CONSOLIDATED WITH CEOIger corollary: when the CEO is the ONLY one on the board with direct knowledge of how to use or create the product, the information asymmetry between board and executive is wide enough to preclude dissentBecomes a big problem when the CEO needs to be replaced…Team resume reads like a big tech minor league team:Amon: Qualcomm (baby semiconductor chips)Banse: The online strategy for Comcast (they have an online strategy?)Boulden: Tyson Foods “ecommerce portfolio” (isn’t that called “sell stuff via Stop and Shop?)Calderoni: Velocity Global and Anaplan (“talent solutions”), and prior, Red Hat (open source tech!), background in SanDisk (flash disk storage!), Cisco (piping the internet!), QLogic (network storage!)Desmond: Eagle Vista Partners, Providence Equity Partners - the G league of VC/PE?Neumann: CFO of Netflix who was Blizzard’s CFO, was Disney CFO, ALSO from Providence Equity Partners (connection alert)Kathleen “Leeny” Oberg: Already, “Leeny” is the lame equivalent of the better Kathleen nickname “Kath” or “Kat” - CFO Ritz Carlton, CFO Marriott - hotel IR and CFO and creative design?Pandey: CEO of DevRev (says AI in bio), co-founded Nutanix (cloud computing, data centers), ex Teradata, OracleRicks: marketing at Eli Lily, now CEO of Eli Lily, always at Eli LilyRosensweig: Chegg (online textbook RENTALS), RedOctane (part of Activision, which owned Blizzard - connection alert), Yahoo, CNET, and Ziff-Davis for 18 years (ZDNet)GAME TIMENews roundupAdobe’s CFO is using AI to answer 300,000 emails, cut contract review in half — and make sure finance never slows the company downDan DurnAI Now Causing CEOs to Resign in FearCoca-Cola, Walmart, and Adobe CEO shakeups have one thing in common: AIStory of the Vote: CEO SuccessionNarayen stepping down after two decades, stock slumped since 2023, blames AI for the leaveHasn’t left, has stated he WILL leave when a successor is foundHint: NO SUCCESSION PLAN - nom committee:Calderoni is nom chair and his background IS TALENT MANAGEMENTFundamental failure - either the guy with the ability to find talent was blindsided by the announcement and thought he had more time, or he sucks at actually managing talentIt has to be the latter BECAUSE HE’S ALSO LEAD INDEPENDENT DIRECTOR - this is entirely his jobAlready an instant vote against - no company should be floundering to find a CEO when the LID is a talent management professional with a 61 year old CEO with an 18 year tenure who you’ve overlapped with for 13 yearsRosensweig is nom member - 17 year tenure and he wasn’t prepared???Banse is nom member - 13 year tenure“Leeny” is nom member - 7 year tenureBoard is run by top bros: Narayen, Calderoni, Rosensweig - 49% influence between the threeGame vote:This is easy: fire the man without the plan, in this case vote against CalderoniSecond target: 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 NarayenNeed a refresh from OG internet backgroundsYahoo? Chegg?  Teradata? Red Hat?  What are we doing exactly with directors sitting around for 13+ years from a totally different world of internet?Open spots for some big players who can hype the companyKnow your market - creative people are STICKY, they find what works for their process and use it, which is why earnings stay high even if TSR sucks (markets aren’t creative)Creativity is also YOUNG - ditch members who can’t see past the last two decadesNeeds list:Bring in a ringer - you ever see an oil company that doesn’t have oil executives in the supply chain on the board?  Why at a design software company is there no creative at all?  No one available?  No users?  Didn’t Shaq just get a board seat?  Adobe needs a real playerAn innovation assisting company with no innovators on the board?Trades?:Baiju Bhatt - design background, ex CEO of Robinhood, founder of Aetherflux (space solar) - is that guy employing hundreds of people using Adobe design software?Bing Gordon - Take Two Interactive board, if you’re wed to the OG internet, he has all that credibility, PLUS he he’s chair of game design at UCLA, sat on Amazon’s board, and is on Duolingo’s boardBarbara Bradley Baekgaard - old at 87, but a designer on Vera Bradley board - maybe she knows someone, but fashion is an EXCELLENT place to hit a director here.  They use Illustrator and other tools, constant innovation, has to know P&L, creatives, but big business and probably natural marketersChris Kemp - Astra founder (space tech), design/engineering/computer background, worked at NASA, deep cloud computing, coder - if you can get him, isn’t this exactly the kind of person you want?Pay:Heavy reliance on revenue/earnings based share pay, TSR sucksFun note - when a company sucks at TSR, their market cap goes down relative to peers.  When pay committees set peer groups, they set it using revenue and market cap.  In this case, Adobe has sucked at TSR, so the pay committee made it possible for Adobe to be more of the MEDIAN than the worst: “In August 2025, to strategically balance larger key talent competitors, the Committee approved adding three smaller companies to the fiscal year 2026 peer group, Expedia Group, Inc., Snowflake Inc. and Uber Technologies, Inc. to position Adobe closer to the median of its peer group on the basis of revenue and market capitalization.”It’s easier to hit your revenue threshold when you include smaller companies because your TSR sucksNarayen at $51.2m for 2025, $52.4m in 2024… but 2025 realized pay was nearly $10m less than reported - when TSR sucks, your stock options are worth less than when they were granted, so his “real” pay ~$10m lessEven with that, Narayen STILL IN THE 84TH PERCENTILE of pay for US large cap companiesSHPs (yes, there are some):Last update in mid March?  In December, Adobe excluded:Jing Zhao - classicist asking for limiting CEO pay ratioChevedden - 2.99x golden parachute limitAlways vote with CheveddenNYCERS - disclose gender and race/ethnicityWhile I agree, NYCERS wants it in the skills table, which is dumb, it’s not a skill.Ridgeline Research/American Conservative Values - “promote religious liberties”, with no evidence they’ve actually not?There’s a reason these get ~1% of the vote - unlike the “woke” proposals which are copy pasted, this doesn’t even apply to Adobe.  Adobe doesn’t police content at all, doesn’t promote (or demote) any particular liberty… I think they’ve never seen an Adobe productAs You Sow - GHG in retirement plansTemplated, but is this an Adobe problem?Employees auto enrolled, contributions invested in Vanguard account using Vanguard Target Retirement TrustTarget dates - no ESG data used, simple index optimized by date so 2050 fund for instance has nothing about the fact that assets will be underwaterRun by Michael Roach, central casting non investment banking finance guy, been at Vanguard for 27 years, Walt Nejman (who’s LinkedIn photo is him at his desk with Bloomberg terminal up) at Vanguard 20 years, Aurelie Denis at Vanguard 9 years, younger than the dudes, who was written up for her husband’s over the top proposalRoger Aliaga-Diaz, chief economist at Vanguard, gets name plate but likely doesn’t do much directly, economics all daySo As You Sow not wrong - but this is employees battle to fight, right?  Not shareholders?  How does this affect shareholders?  These aren’t defined benefit plans, it’s defined contribution.FINAL VOTENO on CalderoniNO on RosensweigNO on pay - you can’t pay a guy the 84th percentile of realized pay for 28th percentile TSR AND have the pay committee change the peer group to make it less obvious how bad the TSR is, no matter how great the earnings and revenue growth areYES on CheveddanNO on all other SHPs

Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets95 Filings since March 27The headlines:Air Canada CEO will retire this year after his English-only crash message was criticizedMichael Rousseau is stepping down following a massive public outcry after he delivered a condolence video almost entirely in English regarding a fatal plane crash that killed a French-speaking pilot.Critics and politicians, including Quebec’s Premier, were outraged that Rousseau failed to fulfill a high-profile 2021 promise to learn French, viewing his English-only response to a tragedy as a sign of deep cultural disrespect.Air Canada’s board has launched a global search for a successor and explicitly stated that fluency in both English and French is now a non-negotiable requirement for the next CEO.The company clarified that while a "comprehensive internal development program" has been in place for two years, the recent controversy accelerated the timeline for his departure.Rousseau will officially retire at the end of the third quarter (September 30, 2026), staying on until then to ensure a "seamless transition" and assist the board during the handover.Air Canada CEO Michael Rousseau initially stated he did not intend to step down following backlash over an English-only video regarding a runway incidentSuper Micro Computer, Inc. (SMCI)indictment of three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations:Yih-Shyan "Wally" Liaw, SVP Business Development and a member of the Company's Board of DirectorsRuei-Tsang "Steven" Chang, a sales manager in TaiwanTing-Wei "Willy" Sun, a contractorThe Company has placed the two employees on administrative leave and terminated its relationship with the contractorMr. Liaw has also resigned as a member of the Company’s Board of DirectorsMr. Liaw’s resignation was not the result of a disagreement with the CompanyClean-up crew: The Company also announced that it has appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately.Succession Planning??WEST PHARMACEUTICAL SERVICES INC (WST): Eric M. Green CEO/Chair stepping down once a successor is foundADOBE INC. (ADBE): CEO/Chair Shantanu Narayen resigning when successor found; will remain as ChairDown to 2FArthur J. Gallagher & Co. (AJG): Sherry Barrat retiring down to 2/9Corebridge Financial, Inc. (CRBD): Rose Marie Glazer and Adam Burk resigned 2/11INCYTE CORP (INCY): Susanne Schaffert retiring 2/8Stupid moneyDatadog, Inc. (DDOG): appointed Dominic PhillipsAs an inducement for Mr. Phillips to join our Board in a highly competitive market, in recognition of his extensive professional experience and expected contributions to the Company, and in order to further align his interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Mr. Phillips under the Director Compensation Policy upon his appointment from $400,000 to $600,000.ALNYLAM PHARMACEUTICALS, INC. (ALNY)special equity award to CEO Yvonne Greenstreet: up to $89m equityCEO (2022-); COO (2016-2022)more than three decades of leadership in the biopharmaceutical industry: Head of Medicines Development at Pfizer; and Chief Strategy Officer at GlaxoSmithKlinemedical degree and practiced as a clinician before earning her MBA from INSEADStudents must prove knowledge of at three languages by graduation.Chair Amy Schulman (16%); CEO (20%); Colleen Reitan (7%); Margaret Hamburg (6%): -9% male gender gap!LAS VEGAS SANDS CORP (LVS)appointed Patrick Dumont as Chairman, Chief Executive OfficerCFO Randy Hyzak from $1.2M/150%/175% to $1.35M/200%/250%Base Salary Increase: +$150,000Short-Term Upside: +$900,000Long-Term Upside: +$1,275,000Total Annual Increase: $2.325 Million (a 45.6% jump in total earning potential)GC D. Zachary Hudson from $1.3M/175%/200% to $1.6M/200%/425%Base Salary Increase: +$300,000Short-Term Upside: +$925,000Long-Term Upside: +$4,200,000Total Annual Increase: $5.425 Million (an 87.8% jump in total earning potential) Alphabet Inc. (GOOG, GOOGL)CEO Sundar Pachai: up to $692m equity over next for 3 years = $631,000 per dayWorkday, Inc. (WDAY)Aneel Bhusri, Workday’s co-founder and Executive Chair, promoted to CEO: up to $270m equityWASTE MANAGEMENT INC (WM)Ms. Rankin received a cash bonus of $1 million in recognition of the value delivered to stockholders as a result of her leadership in completing the orderly transition of the CFO role to her successor and her important contributions toward the integration of our Healthcare Solutions businessDEERE & CO (DE)one-time equity awards to 3 NEOs: John C. May $25M; Ryan D. Campbell $5M; Deanna M. Kovar $5M<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investor seeks to oust Americold Chair Mark Patterson over “problematic boardroom behavior”Sieve Capital is pushing Americold Realty Trust to remove Mark Patterson as the chairman of the firm’s board of directors, citing his tenure on the board of scandal-ridden office landlord Paramount Group.Irenic Capital is demanding the ousting of Teleflex Chairman Stephen Klasko following CEO Liam Kelly’s abrupt resignation in early 2026 without a clear succession plan. The activist alleges that the board is "drifting" under interim leadership.Under a cooperation agreement with activist investor Elliott Investment Management, Norwegian Cruise Line Holdings has appointed five new independent directors: Alex Cruz, Kevin A. Lansberry, Steve Pagliuca, Brian P. MacDonald, and Jonathan Z. Cohen. Simultaneously, long-serving board members Stella David, David M. Abrams, Harry C. Curtis, and Mary E. Landry have resigned, while current CEO John W. Chidsey has assumed the additional role of Chairman.Responding to pressure from activist investor Jana Partners to explore a sale, Six Flags Entertainment has appointed Richard "Dick" Haddrill as its new Executive Chairman to lead a strategic refresh focused on profitability and shareholder value. As part of this leadership shift, former chair Marilyn Spiegel has transitioned to the role of Lead Independent Director, while board member Jennifer Mason is set to depart the company by not seeking re-election at the upcoming 2026 annual meeting.Following a cooperation agreement with activist investor Ed Garden, Fortune Brands Innovations (maker of Yale and Master Lock) rescinded the appointment of incoming CEO Amit Banati before his May start date and committed to restarting its search. As part of the governance overhaul, outgoing CEO Nicholas Fink will proceed with his departure, while Susan Kilsby assumes the role of Executive Chair and Ed Garden joins the board to oversee the transition.Despite Amit Banati never officially starting the CEO job at Fortune Brands Innovations (the Yale padlock maker), he is walking away with a massive payout of approximately $18.35 million.This was originally designed to compensate him for the millions in stock and bonuses he forfeited by leaving his previous role as CFO of Kenvue.$8 million in a one-time cash award.$6 million in accelerated restricted stock units (RSUs).$4.35 million in additional cash payments for other forfeited incentives. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE  27 meetings market cap over $1 billion since 2/27/26 Companies with SHPs: 5STARBUCKS CORP (SBUX)Independent Board Chair 12% yesReport on Detransitioning 0.93% yesReport on Diagnostic Tools 0.72% yesRisks of Excluding Religious Charities 0.66% yesRepro & Gender Care Gaps 0.59% yesSupermajority to Majority 94% yesKeysight Technologies, Inc. (KEYS)Call for a Special Shareholder Meeting 64% yesWalt Disney Co (DIS)1 not presentedhow the employee gift-matching program may impact risks related to religious  discrimination against employees 0.79% yesCumulative Voting for Board Elections 3% yesAccessibility & Disability Inclusion Practices 5% yesDEERE & CO (DE)Report on the Return on Investment of Emission Reduction Goals 1% YESShareholder Right to Act by Written Consent 38% YESReport on Faith-Based Business Resource Groups 0.6% YESANALOG DEVICES INC (ADI)Special Meeting Rights 38% yesSay on Pay: 5  over 10% NO; 0 over 15%Directors: 13 directors over 10% NOHighest: Heico: Alan Schriesheim 27% no; Mark H. Hildebrandt 26% noUpcoming MeetingsApril 8 Lennar Corporation $42.5 BillionApril 9 Dow Inc. $40.1 BillionApril 14 Moody's Corporation $82.4 BillionApril 14 BNY Mellon (The Bank of New York) $63.8 BillionApril 15 Adobe $215.3 BillionApril 16 Synopsys $85.9 BillionApril 16 Humana $17.4 BillionApril 16 PPG Industries $32.1 BillionApril 16 HP $30.2 BillionApril 17 The Boeing Company $110.6 Billion<THE BIG VOTE BUMPER>THE BIG VOTEPROXY PREGAMETOP TEN LISTS: Here’s how mid 2010s Buzzfeed would have given you important information about the makeup of boards - top ten lists on some of the most advanced (and concerning) data points on directors and boardsMost similar boardMethodology: look at pairwise similarities between directors on demographics (race/ethnicity, age, gender), experience (knowledge, schools, industry careers), and connections in common - boards where most pairs of directors are similar are at risk of white man thinkCompaniesLIBERTY MEDIA CORPORATIONmalcolm ian grant gilchristAudit member, nom member, pay chair75 yo male, 89% connectedEDISON INTERNATIONALmichael camunezAudit member56 yo male, 91% connectedCarnival Corporationjoshua weinsteinCEO!CMS ENERGY CORPORATIONralph izzo68 yo white male, 89% connectedAudit memberDELL TECHNOLOGIES INC. david wyatt dorman72 yo white male, 75% connectedNom member, pay memberPG&E CORPORATIONjohn o. Larsen61 yo white male, 81% connectedPay memberBLACKSTONE INC.stephen schwarzmanCEO!APPLE INC.alex gorskyNom member, pay member, 64yo white maleGENERAL MOTORS COMPANYmary teresa barraCEO!INTERNATIONAL BUSINESS MACHINES CORPORATIONalex gorskyLID! 86% connected, 64 white maleMost overpaying boardsMethodology: look at CEO pay ratio relative to industry and size peers, rank companies, assign individual directors performance (low CEO pay ratio = high batting average).  Then figure out which boards are stocked with directors who love giving out high CEO pay ratiosLUMENTUM HOLDINGS INC.WESTERN DIGITAL CORPORATIONWALMART INC.S&P GLOBAL INC.JABIL INC.BLACKSTONE INC.THE COCA-COLA COMPANYCITIGROUP INC.UNITED PARCEL SERVICE, INC.ROSS STORES, INC.Subcategory - highest RAW realized pay - these directors have, in the last 7 years, handed out in aggregate the MOST CEO PAYTESLA, INC.$290,624,003,934PALANTIR TECHNOLOGIES INC.$46,124,772,105APPLE INC.$17,450,467,247NVIDIA CORPORATION$15,975,069,499BROADCOM INC.$15,680,049,364AIRBNB, INC.$14,695,739,927ALPHABET INC.$12,585,082,005MCKESSON CORPORATION$11,547,064,168BLACKSTONE INC.$11,430,311,796AXON ENTERPRISE, INC.$10,332,348,727Least merit boardMethodology - merit is measured using 5 factors: knowledge (how deep you know the industry), economic stake (are you an owner or activist), leadership (current/ex-CEO, chair, or LID), connections (above average network power), or performance (demonstrated track record at multiple boards).  Any 3 factors, you get tagged as meriting at least on paper a board slot.  These boards had NO directors get tagged for merit. MONOLITHIC POWER SYSTEMS, INC.HILTON WORLDWIDE HOLDINGS INC.CHARTER COMMUNICATIONS, INC.MARRIOTT INTERNATIONAL, INC.OCCIDENTAL PETROLEUM CORPORATIONSYSCO CORPORATION.ILLINOIS TOOL WORKS INC.HUNTINGTON BANCSHARES INCORPORATEDFIRST SOLAR, INC.KEYSIGHT TECHNOLOGIES, INC.And these had the most:MASTERCARD INCORPORATED.APPLE INC.CAPITAL ONE FINANCIAL CORPORATIONThe Bank of New York Mellon CorporationJPMORGAN CHASE & CO.REALTY INCOME CORPORATIONEQUITY RESIDENTIALNATERA, INC.EXTRA SPACE STORAGE INC.LIBERTY MEDIA CORPORATIONMost knowledgeable boardThe Bank of New York Mellon CorporationREALTY INCOME CORPORATIONAPOLLO GLOBAL MANAGEMENT, INC.METLIFE, INC.JPMORGAN CHASE & CO.EXTRA SPACE STORAGE INC.COINBASE GLOBAL, INC.INTERCONTINENTAL EXCHANGE, INC.AMERIPRISE FINANCIAL, INC.MOODY'S CORPORATIONLeast knowledgeable boardVALERO ENERGY CORPORATIONFERGUSON ENTERPRISES INC.LIVE NATION ENTERTAINMENT, INC.ROCKET LAB CORPORATIONHILTON WORLDWIDE HOLDINGS INC.MARRIOTT INTERNATIONAL, INC.CINTAS CORPORATIONROYAL CARIBBEAN CRUISES LTD.Altria Group, Inc.MCDONALD'S CORPORATIONWorst performing boardsBoards in the bottom third for TSR on average, payouts >$1bn for CEOs, <25% board members have merit, > average similarity between each pair of directors - it’s bananas on paper these boards would ever get more than 5% approval from just the investor trolls ADOBE INC.OCCIDENTAL PETROLEUM CORPORATIONCarnival CorporationWorst performing directorThese 6 directors hit all the bottoms: bottom quartile TSR, 3+ boards actively, oversight lapses (controversies) everywhere, 0 merit on any boards, hugely connected, >average similarity to the fellow directors (ie, you already have this on your board, why get more??), and one of them even has the fun distinction of being in the Billion Dollar Payout club (paid >$1bn to CEOs in realized pay)Carnival Corporation: jason glen cahillyFIFTH THIRD BANCORP: mike van de venKEURIG DR PEPPER INC.: mike van de venUBER TECHNOLOGIES, INC.: turqi alnowaiserNIKE, INC.: robert swanBillion Dollar Pay Club! $3.2bn paid out so far despite being on boards with a whopping 9 TSR flags - 9 times flagged as bottom quartile TSR!ULTA BEAUTY, INC.: gisel ruizWELLS FARGO & COMPANY: clesteen clarkBest directorDirectors with >.600 TSR, <3 TSR flags, >.600 controversies, <25% connected to their boards, core knowledge of the industry/issues, tagged as having merit overall, >3 boards ever - I mean, super high bars - the easy vote FOR on paperINTEL CORPORATION: craig h. barrattINTUITIVE SURGICAL, INC. ISRG: craig h. barrattCOMFORT SYSTEMS USA, INC.: herman eugene bullsINSMED INCORPORATED: carol schaferROBINHOOD MARKETS, INC.: paula loop

Thanks to Adam, Felix and the Tallen AV team.  Thanks to the Council of Institutional Investors for having us, and hopefully we alienated just enough people to get invited back.This is Proxy Countdown. Welcome to the big CII show for the week of March 9, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s very special CII-scented proxy countdown:A peek into what we do and who we are: storytellers of ESG data and events backed by our exhaustive data set of director performance analytics covering 220,000 directors.Trends we are following into the 2026 proxy seasonSome dippy poll questions to keep you awake and hopefully lots of audience questions.And on the Big Vote, Matt takes a deep caffeinated dive into Starbuck’s upcoming annual meetingMatt introTrade Wire - BUY/SELLTop Stories:What’s the deal with conference food? Wait, that’s the wrong script.Let’s start with a few small appetizers before we move on to our big trends of the year. In no particular order:How about this half-win for Ethics at Luminar Technologies?following a Code of Business Conduct and Ethics inquiry by the Audit Committee CEO and Chair Austin Russell and director Jun Hong Heng immediately resigned. However, the former CEO will remain on the Board AND be available to the incoming CEO on transition and technology matters. How about this new version of a CEO Pay ratio?Jabil’s former Executive Chair Mark Mondello, who just stepped down with a Consulting Agreement until 2028–we are seeing a lot these actually, consulting agreements that extend until the end of the rainbow–where he will provide advisory and strategic services when requested for a monthly consulting fee of $145,833 resulting in a Consulting Agreement pay ratio of 144:1Got that? He will earn 144 times the Median employee ($12,144) when requested.Dollar Tree added three directors to the board named Mike, Bill, and Tim. Considering they already have a Jeff, Dan, Tom, Paul, and Ned, it’s no surprise that the man with the lowest influence (6%) according to Free Float Analytics is a complicated fellow named Bertram. I knew that joke would failFallout from the Epstein files included two high-profile exits: Goldman Sach’sChief Legal Officer Kathryn H. Ruemmler and Hyatt Hotels’ Executive Chair Thomas J. Pritzker. But how about this for a twist:Despite numerous headlines, neither filing explicitly cited the reason for their departure: Goldman’s was incredibly terse, in fact probably the shortest filing statement I’ve seen in months: “Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc., effective June 30, 2026.”And at Hyatt Hotels, whileThomas Pritzker resigned immediately as chair–that’s their words not mine–he will actually stay and serve the remainder of his term as a director until May.The board of sandwich company Portillo’s each listed their favorite menu items in the company's proxy statement:6 directors named sandwiches: an Italian Beef, dipped with Hot Peppers for CEO Michael Osanloo and a sycophantic Italian Beef with Hot Peppers and Cheddar for board Chair Michael Miles, Jr.but Audit Committee chair Ann Bordelon went completely rogue and picked "chocolate cake.” At a sandwich company. But maybe chocolate cake is the accurate risk averse choice for an Audit Committee chair?POLL: YES or NO: Will a director be voted out in an uncontested election this year for a reason OUTSIDE OF ATTENDANCE at a big US company?And lastly at Netflix, where an astounding 79% of shareholders rejected the reelection of lead independent director Jay Hoag. This vote is no aberration: 55% voted NO in 2020, 49% voted NO in 2017, and 49.7% voted NO in 2014. Mind you, this is a classified board so he’s only up for election every 3 years. Despite this, the Netflix board turned on its Bose QuietComfort Ultra Bluetooth Noise-Canceling Headphones, rejected the will of shareholders, and said: “Mr. Hoag’s continued service as a member of the Board is in the best interests of … its stockholders.” Ouch.Moving on to trends: One of the benefits of looking at 85 million 8-k filings every week is an ability to pick up on trends:Director golden hellos are becoming more of a thing:At Palo Alto Networks 2 new directors will each receive a golden hello equity grant worth $1M, in addition to their annual pay of about $400,000. That sounds like true independence.But MicroStrategy really steals the show here: as they will now grant new directors a golden hello package consisting of $2M in equity.Just 19 days after their last annual meeting, MicroStrategy snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. All of this before shareholders even have a chance to learn how to pronounce his last name.Speaking of Peter Briger, Jr. Said me, the only person ever to utter that phrase: our next trend is Circumventing democracy: companies being sneaky less than thirty days after their annual meetings. Matt has a fuller dataset but my favorites are when they get appointed to the board and multiple committees before anyone has time to say geshundeit:22 days after their annual meeting, Uber appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating AND Compensation Committees.International Flavors & Fragrances added Virginia Drosos to the board as well as to three board committees only one month after their annual meetingAnd The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit CommitteeHere’s the point: they had to know during the annual meeting that they were bringing a new director on? They purposefully didn't tell anyone. They could have said something. Anything. Like, we’re interviewing some people… or… you’re going to have a new brother soon but we’ll still love you the same.American Water Works Company appointed Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations CommitteePitney Bowes appointed Brent Rosenthal.Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meetingPayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.And MicroStrategy snuck Peter L. Briger, Jr. onto the board 19 days after their annual meeting and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensationThe next trend we’re seeing is the Board to C-Suite promotion trend, which calls into question board members’ true independence. There are several but the big ones are:At Verizon: lead director Dan Schulman became CEO and got a golden hello package worth about $60MAt IonQ, Lead Director Inder M. Singh became CFO/COO and got a $25M golden hello awardDuolingo found its new CFO from its board: that’s Gillian Munson, Director since 2019 & Audit Committee chair, who gets a $14M CFO golden helloPayPal promoted its independent Chair, Enrique Lores, into the CEO roleAt Sonos Tom Conrad jumped from his board seat into the CEO throneAnd Apogee promoted long-tenured director and independent Chair Donald Nolan to CEO: “The board cited his deep understanding of the company and decades of leadership experience as key factors for the transition.”At F5, director Michael Montoya resigned and was immediately appointed CTOAnd at WillScot Holdings, independent chair Worthing Jackman is now its Executive ChairThe Bro IPO updateWe introduced a term last summer called Bro IPO after analyzing board and leadership members at recent IPOs. The story was picked up by Fortune, Axios, and The Times so we updated the data from January 1st and found that of the 20 new companies: only one had a female founder, none had ONLY a female founder, there were no female CEOs, only one female CFO, one female chair, and 12 of 20 boards had either zero or one female director. Maybe we should rebrand this to the Brotopia?Lastly, our “Down to 2F” trendIt wasn’t that long ago that the absolute minimum number of female directors on a large cap board was three: but since the anti-DEI Trump administration has taken over we have seen dozens of companies either dropping below this threshold or appointing men when there are only two women. I won’t name them all but some recent ones in February include:Applied Materials: Yvonne McGill resigned 2/10Meg Crofton at HCA Healthcare 2/10Emerson Electric: Director Leticia Gonçalves resigned 2/10 (2 James 2 women)Laurie J. Thomsen: The Travelers Companies (2/9/26) 2/8Jessica L. Mega: Danaher Corporation (2/12/26) 2/12Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8/26) 2/8Mary Schmidt Campbell: Unity Software (2/8/26) 2/9Laela Sturdy steps down at UiPath 2/8 (2 Daniel 2 women)Molly Joseph at First Solar 2/9 (2 Mike 2 women)Caroline Dorsa: Biogen Inc. (2/10/26) 2/10Tina Hunt leaving Veeva Systems board 2/9Paycom Software: Felicia Williams resigned 2/7Some examples where a third woman was denied:Nutanix replaced retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who is a CFO, and a guy that already serves on four other publicly-traded companies.And American Financial Group added two men: Craig Lindner Jr. and David L. Thompson Jr.: long live the meritocracy: Craig Linder Jr. is the son of the co-CEO and the nephew of the other co-CEOAt Live Nation Entertainment Trump administration bro Richard Grenell joins a 2-women Board; a few days later he tweeted: “Left wing violence is out of control.”Grenell is somehow the president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”He replaced a woman, Deborah Rutter. The chair is President Trump. Of course. And the board now is down to only one woman: 2 years ago it was 60% female.Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell TechnologyDirector Brian Ruder stepped down from the board of Informatic and was replaced by Alex Vander LindeAffirm Holdings is replacing retiring director Keith Rabois with Richard GalantiNot to be outdone, F&M Bank, Pitney Bowes, S&T Bancorp, and Rocket Companies are down to one woman, while Fannie Mae has unleashed its anti-DEI and eradicated all women.Down to 1F:F&M BANK: Daphyne S. Thomas retired 2/10 (2 Mike 2 women)Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July) 1/5S&T BANCORP: Chair Christine Toretti resigning 2/11Jennifer Gilbert and Nancy Tellem stepping down at Rocket Companies 1/9Down to 0F:And finally, speaking of the anti-diversity White House, let’s look at Fannie Mae:9/22/25: Karin Kimbrough resigned10/22/25 CEO and director Priscilla Almodovar stepped downThere were six female directors on 3/17/25POLL: YES or NO: Instead of targeting Nomination Committee Chairs, should investors vote against ALL MEN on boards where there are fewer than three women?Finally, let’s end this with one of my “favorite” bone-headed moments of the year: an absolute classic at Quanex Building Products, where 15% of shares were against Susan Davis (all other directors averaged 96% yes) because she chairs the nomination committee on a board with only one female director! Herself! That’s right, it’s your fault, Sue.PROXY CAGE MATCHThere are no current proxy cage matches worth sharing after Donald Trump put Ted Sarandos into a headlock, but I wanted to point one thing out that constantly triggers me: That shareholders ONLY seem to care when an activist investor who looks and smells like Nelson Peltz walks through the door:Nelson’s disdain for director Maria Elena Lagomasino got her a 37% NO vote at Disney in 2024, but last year it shot back up to 98% YES after Nelson left the building:Maria Elena Lagomasino2025: 98% YES2024: 63% YES2023: 92% YESAt the proxy cage match between Brookdale Senior Living and Ortelius Advisors, ISS agreed with the activist, recommending “Withhold” votes against two long-tenured directors: Investment Committee Chair Lee Wielansky and Nominating Committee chair Victoria Freed: “Given the[ir] tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”Yet the year before those two “culpable directors” got: Wielansky  99.6% and Freed  98.8% of the vote.Same thing happened at a proxy cage match between AstroNova and Askeladden Capital, where ISS said “change at the Board level is warranted to improve independence and oversight” despite the entire board getting 97% approval the year before.VOTE RESULTS TABLE Speaking of Shareholder Brain Freezes, I call this next list Shareholder Disconnects. They always trigger me.Let’s start with two shareholder classes who should know better:BlackRock: 33% NO on Pay; Average 98% YESGoldman Sachs: 34% NO on Pay; Average 96% YESTruist: Say on Pay 41% NO; Average 96% YESCVS Health: 41% NO on Pay; 97% average YESCitizens Financial Group: Say on Pay 41% NO; Average 98% YESLattice Semiconductor: 44% NO on Pay; Average 98% YESChipotle Mexican Grill: 45% NO on Pay; Average 98% YESPfizer: 47% NO on Pay; Average 95% YESMolina Healthcare: 59% NO on Pay; Average 96% YESOtis Worldwide: 61% NO on Pay; 98% average YESThermo Fisher Scientific: Pay 65% NO; Average 96% YESFinally, a progress report on 2026 Shareholder Proposals since January 1, 2026: 137 companies: 128 companies with ZERO SHPsOnly 9 companies with SHPs and only 16 total SHPsVisa 4, Tyson Foods 3, Deere 3Average YES%: 17%Average without John Chevedden/Ken Steiner: 6%Only one win: John Chevedden’s Declassification proposal at Zscaler (51% YES)The leading proponents are the anti-woke/anti-DEI/anti-ESG/anti-trans/anti-everything crowd… I’m not joking, well, maybe on that last one. They represent nearly half of all shareholder proposals with 7: National Legal & Policy Center and National Center for Public Policy ResearchDespite being anti-ESG are now entering traditional ESG SHPs like Independent board chair at VisaAnd the traditional OG CG crowd with 5 THE BIG VOTEStarbucks observations (March 25: virtual only)Before I hand it over to Matt as he dives deep into Starbucks, I want to echo Senator Warren’s sentiments yesterday when she quoted the Financial Times: “The longer the insider economy endures, the more it will sap the competitive motor and openness on which US economic success has been built.”I think this is what is being built at Starbucks: Brian Cornell’s world. He chairs the board. He surrounded himself with new directors, 91% of influence comes from CEOs or former CEOs, ready and willing to do his bidding.How did this happen? The bungling missteps of an overcontrolling founding father Howard Schultz (2% shares; Chair Emeritus) who kept boomeranging back into power because he couldn’t quit his drug empire.His control was so messy that the NEO turnover is as bad as it gets. I don’t think I’ve seen anything like it. Every year from 2021 to 2025 the CEO and NEOs changedCEO2025: Brian Niccol2024: Brian Niccol, Laxman Narasimhan, and Rachel Ruggeri (interim)2023: Laxman Narasimhan and Howard Schultz2022: Howard Schultz and Kevin Johnson2021: Kevin JohnsonNon-CEO NEOs2025: Cathy Smith, Brady Brewer, Mike Grams, Sara Kelly, Rachel Ruggeri, and Val Bauduin2024: Michael Conway, Brady Brewer, and Bradley E. Lerman2023: Rachel Ruggeri, Michael Conway, Bradley E. Lerman, and Sara Kelly2022: Laxman Narasimhan, Rachel Ruggeri, John Culver, Michael Conway, and Rachel Gonzalez2021: Rachel Ruggeri, John Culver, Michael Conway, Rachel Gonzalez, Patrick Grismer, and Rosalind Brewer2 years ago the board’s influence was controlled by three people (61%): Laxman Narasimhan, Mellody Hobson, Satya Nadella.Today, it’s just Brian (32%). And this message was sent loudly with his now infamous $113M Venti golden hello package with a Supercommuter Clause that let him work from home in Newport Beach, with a company paid private office and personal assistant.And on the days when he felt like working in the Seattle office a corporate jet and a secondary residence with a personal driverBrian Niccol’s extraordinary CEO pay ratio sees him earn what one of his median employees would earn for the full year by 10:09:33am on the first workday of the year.An improvement, if you can believe it, from last year's 9:18:43am–that’sess than 19 minutes into the first work day–due to last year’s extraordinary 6,666:1 CEO pay ratio. It had to be 666, didn’t it?All this to say really, it’s all about you, Brian.And the new board reflects it:Laxman Narasimhan, Mellody Hobson, Satya Nadella are all gone. An average tenure of only 3 years, which only amplifies Brian’s control.Brian even dissolved the Environmental, Partner, and Community Impact Committee in November 2025.And lastly, all we have to do is look at the favorite drink part of Starbucks annual proxy. From 2025, there have been a full 7 changes (4 complete changes, 3 subtle changes, only 2 same from 2025)Marissa Mayer: Summer Berry Blast: the only director rejection of coffee culture: "I can drink a purple beverage in front of Brian Niccol and there’s nothing he can do about it."POLL 3: YES or NO: To exert control and dominance, did CEO/Chair Brian Niccol force Starbucks directors to change their proxy drinks from 2025?Knudstorp’s Pike Place (2019-2022) to Caramel Macchiato (2022-2025) back to Pike’s Place - did he dabble in over sweet millennial before Niccol made him snap into shape?Andy Campion is so meme - from Brown Sugar Oatmilk Latte to Nonfat Latte with Sugar Free Vanilla Protein Foam??  That’s pure marketing professionalTHE BIG VOTESTARBUCKSProposal 1: BoardWho’s on the teamRitch Allison 58/2019/m Ca 12%Former CEO, Domino’s Pizza, Inc., boards of Kenvue,Inc. (since 2023);  Domino’s Pizza, Inc. (2018-2022)Andy Campion 54/2019/m Ac 9%Former COO and CFO Nike Inc., boards of Paramount Skydance Corporation (since 2026),   Williams-Sonoma, Inc. (since 2024) boardsBeth Ford 61/2023/f N 4%CEO Land O’Lakes, Inc., boards of PACCAR, Inc. (2015-2022); BlackRock, Inc. (2021-2022); Clearwater Paper (2013-2018)Jørgen Vig Knudstorp 57/2017/m 11%Lead Independent DirectorFormer CEO/Chair LEGO Group, boards of Nike, Inc. (since 2025)Marissa Mayer 50/2025/f n 10%CEO Dazzle AI; former CEO Yahoo!, boards of Walmart Inc. (since 2012), AT&T Inc. (since 2024), Nextdoor Holdings, Inc. (2024-2025), Hilton Hotels Corporation (since 2025)Neal Mohan 52/2024/m c 9%CEO YouTube, boards of 23AndMe Holding Co. (since 2021); Stitch Fix, Inc. (2020-2023)Dambisa Moyo 57/2025/f an 0% co-principal of Versaca Investments, boards of Chevron Corporation (since 2016), 3M Company (2018-2023)Brian Niccol 52/2024/m 32%CEO/Chair; former CEO/Chair Chipotle, boards of Walmart Inc. (since 2024), Chipotle Mexican Grill, Inc. (2020-2024), KB Home (2021-2024)Daniel Servitje 66/2024/m an 1%Former CEO/executive Chair Grupo Bimbo SAB de CV, boards of Grupo Bimbo SAB de CV (since 1994); Coca-Cola FEMSA SAB de CV (1998-2022); CitiBanamex (1996-2022)Mike Sievert 56/2024/m c 6%Former CEO/Chair T-Mobile US, Inc., boards of T-Mobile US, Inc. (since 2018); Shaw Communications, Inc. (2018-2023)Wei Zhang 55/2023/f an 5%Former Senior Advisor and President, Alibaba Pictures Group, boards of Ralph Lauren Corporation (since 2022)What’s the data say about “culture”First and foremost, these are dictator friendly directors - a lot of comfort with deferring to dear leaderWe classify boards based on how much influence or power each person has, and for companies with dual class shares or major shareholders on the board or founders and family run boards, they end up classified as Totalitarian - basically these are run by one or a small number of board members, usually without shareholder rightsStarbucks is full of them, vestigial to Howard Schultz: Campion (Nike, Paramount), Knudstorp (Lego, Nike), Mayer (Walmart), Mohan (YouTube, 23andMe, Stitch Fix), Niccol (Walmart), Sievert (T-Mobile), Zhang (Alibaba)But they do have a lead independent gaslight… POLL 4: OVER/UNDER: Average tenure of a lead independent director in the US as of 2025?  10 yearsKnudstorp: Lead independent director with 9 year tenure, longest tenured directorI’ll give you a poll hint using the most egregious and comical case: First National BankLID: Bill Campbell, won NACD Director of the Year in 2017 (joke’s on you!), has been on the board since GERALD FORD was president.  1975.  Not a typo.12.5% Blackrock, 11% Vanguard, 7% Fuller & Thaler, 5.8% DimensionalOne share one vote, plurality voteCompanies like Mettler Toledo don’t even have plurality voting as an excuse - their LID, Tom Salice, has been on the board since Clinton 1 in 1996Knudstorp has only been on the board 9 years is a quiet victory for shareholdersBut Niccol has 29% influence, Ritch Allison has 14%, and LID Knudstorp has 11%... it’s Niccol’s boardPOLL 4 ANSWER: 12 yearsAnd Niccol is stamping his name on stuffNiccol NEO replacement: chief legal, Rachel Ruggeri the CFO, shown or tripped running to the doorNiccol choosing connections for the boardWe have a pretty big director interlock database, but it includes actually a long and painstaking process to connect directors through non profit boards as well which is where we can see some of the director overlaps Niccol hasMarissa Mayer (2025) sits on Walmart board with Niccol, clearly a Niccol connection as he handpicks his boardNiccol on Walmart with Caesar Conde who’s on Paley Center board with Neal Mohan (2024 director)Caesar Conde also was at NBCUniversal with Chipotle board member Patricia Fili-Krushel while Niccol was CEO/chairNiccol on Walmart with Tom Horton who’s on Chevron with Dambisa Moyo (2025)55% of board influence is Niccol plus people he already has connections toDoes anyone read the bios or just the skill matrix?Skills matrix vs. knowledge data (actual education and roles)POLL 5: Favorite skill in the skill matrix: LeadershipMarketingHuman CapitalClimate ChangeDiversityMismatches:If your favorite skill is diversity, Starbucks wants you to know that it is NO LONGER a skill in the skills matrix this year!  Last year, 5 directors has the skill of gender, ethnic or national diversity (national diversity??). This year, whether it’s Trump or Niccol, diversity isn’t a skill!Campion has EVERY skill except government, but our data and his background suggests strength in econ/finance - no environmental, tech, or foodKnudstorp is marketing and comms, no food - how is the LID director a “lead” without a background in core industry outside vague “retail”?Environmental skill is the biggest mismatch - described as, “We value directors with experience in environmental and climate change topics who strengthen the board’s oversight and ensure that we pursue a sustainable and responsible business model as part of our efforts to advance our strategic business imperatives and create long-term value for shareholders.”, but Ritch Allison (background in econ and worked at Bain consulting on restaurants before leading Domino’s pizza, who has disclosed zero sustainable sourcing efforts ever gets the “environmental” skill)Explain this - Neal Mohan is the only director without “corporate citizenship” experience according to SBUX matrix, described as “We believe that directors who have experience in promoting and upholding responsible corporate citizenship help Starbucks to effectively manage risk and further long-term value creation for shareholders while staying aligned with our mission and values.”POLL 5 RESULTS?Starbucks disaffected voting… POLL 6: YES or NO: Should CEOs be barred from sitting on or chairing their company's board of directors?2024 votes: Hobson and Knudstorp equal targets (~88%)2025 votes: Knudstorp the target for against, Ford getting collateral damage (~89%)2026 vote predictor: Knudstorp @ 91%2026: Vote against Ford says Glass Lewis, vote against Knudstorp and Ford says NYC, NYS, Trillium, SOC, Mercyside Because Starbucks disbanded the Environmental, Partner and Community Impact committee of the board - launched in 2023, dissolved in November 2025Committee launched after majority supported SHP to focus on labor issuesDaniel Servitje, the OTHER committee member, somehow escapes entirelyBut the joke is on all of us - Niccol dissolved itInstead of targeting Niccol or even Knudstorp though, Glass Lewis targeted the female chair of the board?If the CEO gets to be chair - doesn’t the CEO have to take responsibility for board overall? If you have an LID, are they accountable??  Why would the chair of a committee be target without the chair of the board or LID?  Can a committee chair dissolve their own committee??POLL 6 RESULTS?And finally, maybe we should talk about actual performanceNice above average earnings across as a boards (these are people who sit at profitable companies) at .561, but you should be worried about HOW the earnings get got - a .401 controversies average as a team is nicely below averageTSR is slightly below average, too, with three of the lowest performers (Knudstorp, Zhang, and Allison under .400) holding 35% of company influenceWhat that means - high earnings, middling TSR, but a lot of controversy - are the earnings at risk?  Is the even middling TSR mispriced?Niccol’s choices:Mayer - one of the worst performers for CEO pay ratio - 0.156 (bottom 15% globally), means pays CEOs a LOT on a pay ratio basisMayer also the worst performer for controversies, which is saying something on a board full of controversies in the last five yearsMike Sievert also a big ceo payer, and TSR batting average across the board is below average (448 vs. 500).Pure data vote?NO to Mayer: bottom TSR performer and direct social ties to NiccolNO to Ritch Allison: he’s on every committee, second most powerful on the board at 14% influence, among the worst TSR performersYES to separate board chair position:Proposal 2: Auditor Nobody caresProposal 3: Say on Pay14% NO in 20259% NO in 2024CEO Pay Ratio2025: median employee was $17,279: 1,794 to 1: (January 1st at 10:09:33 am)2024: median employee was $14,674: 6,666 to 1: (January 1st at 9:18:43 am)Brian Niccol Pay2025: $31M2024: $96MProposal 4: SHP requesting supermajority shareholder voting requirements be replaced with majority voting requirementsMore rights = YESThe Accountability Board32% YES in 2023Proposal 5: SHP requesting adoption of an independent board chair policyNational Legal and Policy CenterCites Spencer Stuart, ISS, Glass Lewis, CFA Institute, and Calibre One15% YES in 2025Proposal 6: SHP requesting a report on the Company’s apparent exclusion of detransitioning in its healthcare coverageNational Center for Public Policy Research“And lest anyone try to argue that potentially covered individuals represent too small a number to be material, recall that a single transgender influencer was apparently able to destroy “a whopping $27 billion in market value” at Anheuser-Busch InBev in 2023.”The disingenuous pricks cited the NYPost on this one, which measured market cap loss over a 2-month period.March 31, 2023: $66.73; February 23, 2026: $80.07Proposal 7: SHP requesting a report on median compensation and benefits gaps as they address reproductive and gender dysphoria careBowyer ResearchAssholery, part 2Proposal 8: SHP requesting a report on the Company’s use of diagnostic tools created by politicized corporate partnersThe Heritage Foundation“The Southern Poverty Law Center”Our first mention of Charlie Kirk?Assholery, part 3Proposal 9: SHP requesting a report on the risks of the Company excluding religious charities from its employee-gift match programThe Baptist Foundation of CaliforniaA similar SHP in 2025 by Bowyer Research 0.81% YESAssholery, part 4

Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets145 Filings since Feb 5The headlines:Epstein falloutGOLDMAN SACHS GROUP INC (GS)Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General CounselEpstein; filing says nothingHyatt Hotels Corp (H)Executive Chair Thomas J. Pritzker resigned immediately as chair, but will serve the remainder of his term as a director (May 2026)Epstein; not mentioned in press releaseThe 2007 Stockholders’ Agreement provides that shares of Class B common stock covered by the agreement will be voted consistent with the recommendation of the Company’s Board and that, at the time Mr. Pritzker is no longer the Executive Chairman of the Board, such voting provisions will terminate.  As of the date hereof, 2,270,395 shares of Class B common stock or approximately 4.0% of the total voting power of the Company’s outstanding common stock were covered by the 2007 Stockholders’ Agreement, and the voting provisions of these shares of Class B common stock terminate as a result of the retirement of Mr. Pritzker from his position as Executive Chairman of the Board. SYNOPSYS: Board’s decision not to renominate Luis Borgen and Dr. Ajei Gopal for re-election to the BoardWESTLAKE CORP (WLK): elected Bhavesh V. “Bob” Patel: Mr. Patel will serve as a Class III director until 2028 AGMWalt Disney Co (DIS): exercised its right to terminate without cause the employment of Kristina K. Schake as Senior Executive Vice President and Chief Communications OfficerMCDONALDS CORP (MCD): elected Ford CEO James D. Farley, Jr.DIsneyWNBAMarriottJohnson & JohnsonMcLaren (luxury cars)Abbott LabsGender Ratio:In this specific data set, approximately 75% of the new appointments are men, while 26% are women. (last show was 25%)Men: 42 in, 39 outWomen: 15 in, 13 outDown to 2FCaroline Dorsa: Biogen Inc. (2/10)Laurie J. Thomsen: The Travelers Companies (2/9)Jessica L. Mega: Danaher Corporation (2/12)Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8)Mary Schmidt Campbell: Unity Software (2/8)BIOGEN INC. (BIIB)Caroline Dorsa, Chair resigningelected Dr. Maria C. Friere to serve as Chair F to F chair transitionStupid moneyCHARTER COMMUNICATIONS: $20.5M equity golden helloADVANCED MICRO DEVICES: CEO Lisa Su granted special equity award valued at $75M target worth up to $150MPublic Storage (PSA)Joseph D. Russell, Jr. resigning CEO/board; CFO H. Thomas Boyle promoted to CEO/directorRonald L. Havner stepping down as chair but remaining as directordirector Shankh S. Mitra becomes chair; John Reyes resigning$10M promotion equity bonus to new CEO; $3M golden hello to new CFO;retiring CEO gets $400k monthly consulting award until April 2027CONSTELLATION BRANDS, INC. (STZ)Nicholas I. Fink appointed, remains on board; replacing William A. Newlandsdirector Nicholas FInk promoted to CEO; former CEO William A. Newlands resigning from board$1.2M salary, 160% target annual; $11M LT equity; $33M golden hello equity award;Newlands consulting fee for 8 months is $1.2Mdirector appointed CEOWorkday, Inc. (WDAY)appointed Aneel Bhusri, Workday’s co-founder and Executive Chair, as CEO$1.25M salary, 200% annual target, $135M LT equityCOCA COLA:COO Henrique Braun will become CEO 3/31/2026current CEO/Chair James Quincey will become Executive ChairBraun: $1.45M salary, 200% target bonus; Quincey: $1.2M salary, 200% target bonusQuincey will continue to be able to utilize the Company owned aircraft for business and reasonable personal useTARGET CORP (TGT)new CEO Fiddelke/former CEO Exec Chair Cornell Pay: salary $1.3M/$1.12M; short term target 200% of base salary/200% of base salary; equity target payout $12.1M/$6M<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist Investor Pushes For Tripadvisor Board ShakeupBlackLine disclosed that activist investor Engaged Capital formally nominated three directors for electionTeradata agrees to board changes with activist investorAn Activist Investor Wants Four New Directors At WEXActivist Dan Loeb dusts off his poison pen as he seeks a board refresh at CoStar GroupPENN settles with activist investor HG Vora, appoints three new directorsAnd finally, our MAGA-loving Cracker Barrel superfan Sardar Biglari, who is vying for a seat on the board of burger chain Jack in the Box, wants a judge to halt a proxy vote until the company corrects disclosures that he says amount to a “smear campaign.”The filings point to assertions including that Biglari “has a history of ‘value destruction,’ ‘wast[ing] resources,’ and ‘erratic behavior’ in connection with his prior investments,” and that the group “will destroy long-term value for shareholders because Mr. Biglari has engaged in self-interested behavior not designed to maximize shareholder value.” <VOTE RESULTS BUMPER>VOTE RESULTS TABLE  22 meetings market cap over $1 billion total SHPs: 4TYSON FOODS, INC. (TSN)Disclosure of Voting by Share Class 14% YESWaste Lagoon Health Impact Report 3% YESImmigration Practices Financial Impact 3% YESApple Inc. (AAPL)China Entanglement Audit 1% YES52 total meetings: 4 SHPs 3 pay over 20% NO J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO 25% Pay NOEDGEWELL PERSONAL CARE: Rod R. Little 15% NO 22% NO PayTwist Bioscience Corp (TWST): classified: Keith Crandell 19% NO; Jan Johannessen 16% NO; Trynka Shineman Blake 99.8% YES 24% NO PayEXACT SCIENCES CORP (EXAS): merger 99.6% yes; compensation 67% no special meetingCEO Employment Agreement with Kevin Conroy: a lump sum cash payment equal to (a) two times his base salary and (b) a pro-rata target bonusa lump sum cash payment equal to $10 millionto remain employed by Exact (or any successor) for at least six monthsif requested, all outstanding equity awards will become immediately vested and exercisable a tax gross-up payment relating to any excise taxes on excess parachute paymentsDirectors over 20% at large capsJ&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NOOther stuff at small capsTianci International, Inc. (CIIT): 99.99% avg yes directors; 99.99% yes paycontrolling shareholder 57.68%Attendance: Energy Services of America CORP: Amy E. Abraham 48% NOUpcoming MeetingsAGM DateSHPsCompanyMarket Cap (USD)3/20Nordson Corporation $16 Billion3/30Warner Music Group$16 Billion3/30AECOM$12 Billion3/30CleanSpark, Inc.$33 Billion3/30BrightView Holdings$13 Billion3/30Oaktree Specialty Lending$1 Billion3/40Fair Isaac Corporation$32 Billion3/40Helmerich & Payne$3 Billion3/50Sonos$2 Billion3/50MACOM Technology Solutions$18 Billion3/50TransDigm Group$74 Billion3/50Symbotic$34 Billion3/50Cencora$66 BillionNotes: Sonos: declassification management proposal<THE BIG VOTE BUMPER>THE BIG VOTE PICKSReference timeline:February 2025: Call everyone asking management for something an activist (13D vs. 13G): Anyone previously filing as a passive holder even if they have more than 5% are no longer allowed to “influence” management or they’ll be forced to file 13D paperwork as an activist.Influencing includes “recommending the issuer remove its staggered board, switch to a majority voting standard…” and states they will “condition its support of one or more of the issuer’s director nominees” on the recommendationAugust 2025: Texas allows shareholder proposals only for investors with 3% or more of the shares (Section 21.373)September 2025: Force mandatory arbitration on investors (Rule 431): Companies can adopt mandatory arbitration provisions (state law allowing) forcing investors out of lawsuits for new IPOs in particularOctober 2025: Atkins suggests there should be no shareholder proposals (Rule 14-8a)November 2025: Kill precatory proposals (Rule 14a-8): SEC too busy to reply to no-action requests, offers blanket immunity to companies.EXCEPT for Rule 14a-8(i)(1)—whether a proposal is a proper subject for action under state law.December 2025: Trump executive order killing proxy advisory services and threatening investors with collusion investigations (anti-fraud gaslight): considers proxy advisor advice as collusive glue between investors who use the advice, but only advice against management or in favor of DEI or ESG dataFebruary 5 2026: Texas law on ESG is invalidated by the courtsFebruary 26, 2026: Vanguard Settles Case Claiming It Tried to Kill the Coal Industry“Vanguard will include among the proxy voting choices made available to investors in U.S. Vanguard-Advised Funds the option of proxy voting shares in accordance with management recommendations.”“Vanguard will not direct or attempt to direct the business strategies or operations of portfolio companies, and will not advocate to any portfolio company that it take any particular course of conduct to reduce carbon emissions.”Vanguard will not nominate directors or submit shareholder proposals at portfolio companies.”“Vanguard will not solicit or participate in soliciting proxies with respect to any matter presented to portfolio company shareholders.”“Vanguard will not dispose or threaten to dispose of securities of portfolio companies as a condition or inducement of specific action or nonaction by such company.”“Vanguard and its U.S.-domiciled subsidiaries will withdraw from PRI and will not participate in any organization that advocates for the setting of specific output or emissions targets or levels or that requires its members to make commitments specific to achieving climate-focused investment or stewardship objectives such as NZAM, Ceres, or Climate Action 100+.”“Prior to or at the outset of any engagement meeting with a portfolio company, Vanguard will provide substantially the following notification to the portfolio Company: ‘Vanguard’s Investment Stewardship program is responsible for proxy voting and engagement on behalf of the quantitative and index equity portfolios advised by Vanguard. These funds are passive investors, and as such our funds’ proxy voting policies are centered around corporate governance practices associated with long-term investment returns. Before we begin this engagement, we want to be clear that the Vanguard-advised funds have no intent to influence company strategy or operations or the control of the company. Nothing we mention or discuss during this conversation – or any engagement with [the company] – is intended to imply that our support for any director is conditioned upon the company taking action on any matter discussed. We are also not able to discuss any voting intentions prior to the meeting.’”“Vanguard agrees to provide Plaintiffs with the following discovery materials relating to the Action from the 2020 to 2024 period:” - this is the part where the AG of Texas, who was literally investigated for corruption and impeached, demands that Vanguard actually snitch on any group Texas asks them to about climate related organizations Texas wants to targetImplications:Vanguard is the largest shareholder at 1,049 of 3,200 US public companies - so ⅓ of the US market, Vanguard is the largestAt 960 of the 1,0489, Vanguard owns >10% of sharesAt 50 companies, Vanguard owns >15% of sharesAt all of these companies, Vanguard now…May not ask for action during engagementsWill be scrutinized for every vote against management and could violate it’s agreement with the AGsThe agreement doesn’t lay out what happens if the agreement is deemed “violated” by the AGs, but suffice it to say that it’s likely to result in damages/follow up lawsuitsConsider effectively 10% of US companies votes “captured” - meaning if you want to declassify a board or change a bylaw that requires a supermajority, often requiring 75% of outstanding shares to vote and then majority vote met, you can assume that threshold you’ll need 55% of every remaining vote to win.That’s the Proxy Countdown for the week of February 23, 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

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.

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

2025 REVIEW FROM MIKE LEVIN:Big proxy contests: PHX-ElliottSignificant situations: PEP-ElliottTSLA AGMSEC rules on shareholder proposalsProxy advisor pressureDelaware under scrutinyUS stakes in INTL, othersXOM retail voting program2026 PREDICTIONS:DIRECTORSWill a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance (re: Netflix’s Jay Hoag’s 78% NO vote) 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?Canary in a coal mine: what will Hoag’s FOR votes be in 2026? 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?SHAREHOLDER PROPOSALSWhich company will allow the most shareholder proposals?In 2025, Alphabet clocked in with the highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7.Which one of these shareholder proponents will see the highest number of exclusions in  2026:Activists: (23% supports in 2025)Anti woke: (2%)AOs / Pensions: (12%)Woke: (10%)Governance: (29%)Religious: (10%)Number of shareholder proposals that will WIN in 2026 (approx 50 in 2025)?E vs S vs G (45 vs 5 vs 0)Palo Alto Networks on Tuesday: 93% YES on a James McRitchie bid to eliminate its classified board, despite the company being AGAINST.PAYHow many companies will fail Say on Pay in 2026 (27, About 1.2% of Russell 3000 companies, failed Say on Pay in 2025)?Palo Alto failed Tuesday: 54% NOHow many post-Musk billion dollar+ CEO pay packages will we see in 2026?Which is more likely: Which is the SEC more likely to have to redefine to address the December 11, 2025 executive whining titled “PROTECTING AMERICAN INVESTORS FROM FOREIGN-OWNED AND POLITICALLY-MOTIVATED PROXY ADVISORS”, which asks the SEC to “consider” rescinding rule 14-8a, investigating if proxy advisors committed securities fraud (and should be registered), consider forcing methodology disclosure, “investigate” collusion with asset managers, and calling proxy advisors “fiduciaries” if they charge a fee to pension funds:Anti-fraud laws  - currently the laws deal with the “purchase or sale” of a security, not saying “this non binding shareholder proposal about donut hole size is a vote YES based on the criteria you provided”... they would have to redefine scienter to include advice for sale, not securities?  Or they would have to decide that they had a coordinated scheme to defraud THE ENTIRE MARKET?Investment advice fiduciaries - ERISA sets duty of loyalty, care, and prudence, and it applies to anyone exercising discretion over a pension for a fee - they would have to consider the purchase of ANY data, rating, opinion, or even made-to-order service (like back end data dashboards) a form of advice, and thus make them all fiduciaries.  Unless they just change the rule and say “proxy advisors are fiduciaries” because kabuki theater?ESG - they’ve included in here considering rescission of rules that “advance” ESG policies - but there’s a G in ESG.  That would include literally the act of voting, the election of directors, special meetings, bylaws amendments - EVERYTHING that happens.  In which case, do they need to redefine ESG to just mean “woke stuff we don’t like” (which could, in fact, mean G also)?  And is every activist investor then woke?The SEC No-Action gaslight - where they no longer will oppose shareholder proposal exclusions - is more likely to:Result in more votes against directors - between the 13g vs. 13d guidance and the “we’re just too busy to read shareholder proposals for an entire year” guidance, and ISS [i think it’s actually glass lewis that’s moving away from recommendations entirely] suggesting they won’t actually provide a recommendation anymore, there’s not much else for investors to do, right?Fuel a rise in shareholder proposals - and disclosure from proponents about exclusions to “name and shame” companies who are using the feckless SEC as cloud cover to avoid governance or shareholder demands. Fuel a rise in activism - in the absence of being able to ask a company to make an amendment to a bylaw or declassify a board on the proxy, doesn’t it just make activism more hostile? If a company is underperforming, investors don’t have the SEC behind them as much any more?  Coupled with Texas rules that make it harder to file proposals at all, and the move toward mandatory arbitration vs. regulatory/legal oversight, it’s all activism now, right?Push more companies to Texas - the SEC is basically Texas-ifying guidance, but Delaware isn’t biting yet.  Inevitably, do more companies move to Texas to take advantage of having fewer shareholder rights?Musk’s mega pay package is more likely to:Open the floodgates to mini-Musk packages - instead of 10 years and 12 tranches, expect pay committees to start putting forward 4 years and 6 tranche billion dollar packages for companies that make hydraulic presses and deli meat.Push investors to vote against pay EVERYWHERE, since they already feel bad giving Musk so much (like after you eat too much chocolate, you just never want it again)End say on pay - what’s the point really?  Some fringe investors vote against pay, and it’s non binding?  If you are excluding shareholder proposals anyway, why not end say on pay and force investors to just vote against pay committee members?DO NOTHING.  No one actually cares how much an executive gets paid, all the CEO pay ratio data and disclosures are kabuki theater anyway.DExit winner is most likely:NevadaTexasDelawareNo one

Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google SheetsWalmart Inc. (WMT) C. Douglas McMillon resigning; John R. Furner replacing C. Douglas McMillon resigning at 2026 AGM; John R. Furner electedDoug McMillon will retire as CEO effective January 31, 2026. John Furner will formally become President & CEO on February 1, 2026.John started as a part-time associate in 1993, has led merchandising, operations, sourcing, and was previously CEO of Sam’s Club. Since 2019, he’s been President & CEO of Walmart U.S., overseeing Walmart’s U.S. operationsJohn is being added to Walmart’s Board of Directors immediately. Doug will remain on the board through Walmart’s next annual shareholders meeting (June 2026). He’ll also serve as an advisor to John through the end of fiscal year 2027.He’ll earn a base of $1.5M/year, and his restricted/performance stock awards will continue vesting through Jan 31, 2027 if he remains employed. His non-compete obligations are extended through January 31, 2029, per the new agreement.Tracking Noteworthy 8-Ks since October 8th:DIrector comings and goings:Men added: Men subtracted: Women added: Women subtracted: Stick to 2FDown to 2F:Down to 1F:Stupidities/Oddities:OpenAI says Larry Summers has decided to resign from board of directorsLarry Summers announced he is resigning from OpenAI’s board of directors. OpenAI’s board publicly said they “respect his decision” and thanked him for his service. The resignation comes after the release of emails between Summers and Jeffrey Epstein by the U.S. House Oversight Committee. In those emails, Summers corresponded in a friendly way with Epstein—even seeking personal / romantic advice. Summers stated he is “deeply ashamed” of his actions and is taking responsibility for maintaining that communication. Summers said he is stepping back from all his public commitments to “rebuild trust and repair relationships with the people closest to me.” He’s also going on leave from Harvard, where he had been teaching. Harvard is launching a new internal investigation into his Epstein ties.AMERICAN INTERNATIONAL GROUP, INC. (AIG): President John Neal will no longer be joining companyJohn Neal, former CEO of Lloyd’s of London, was set to join AIG as its President (effectively a No. 2 role). His compensation package was reportedly very large — the WSJ says up to $17 million in his first year. The controversy centers on Neal’s past at Lloyd’s: allegedly he had an inappropriate workplace relationship with Rebekah Clement, a former director of corporate affairs at Lloyd’s. There were also concerns raised at Lloyd’s about preferential treatment: Clement was promoted into a role that reported directly to Neal, and there were complaints from employees. Additionally, Neal’s daughter was employed at Lloyd’s in a communications role, which raised further governance questions. Lloyd’s of London has reopened an investigation into Neal’s conduct. AIG terminated (or “mutually agreed to end”) Neal’s appointment, citing “personal circumstances” in a filing.“American International Group, Inc. (NYSE: AIG) today communicated that it has reached a mutual agreement with John Neal, who had been named to the position of President effective December 1, 2025, that he will no longer be joining the Company due to personal circumstances. AIG Chairman & CEO Peter Zaffino will continue to work with the Board on the future organizational structure of the Company to drive performance on behalf of its clients, partners, and stakeholders.”The decision came fairly late — Neal was set to start December 1, 2025, before the reversal. It appears AIG learned of the reopened Lloyd’s investigation only recently, which seems to have prompted them to pull back. This isn’t the first time Neal has faced scrutiny for workplace relationships: when he was CEO of QBE Insurance, his bonus was cut because he failed to disclose a romantic relationship with an assistant. ‍ ‍NEOsCEOsMoneyTRACTOR SUPPLY: retention equity awards of $20M to CEO Harry A. Lawton III Rivian Automotive: 36.5M stock option grant /$4.6B CEO stock award to CEO RJ ScaringePROCORE TECHNOLOGIES, INC. (PCOR)appointed Dr. Ajei S. Gopal as CEOfounder and former CEO Craig Courtemanche, Jr. remains as Chair$3M equity and $500k cash to former CEO"to recognize the extraordinary amount of time, energy, and effort that Mr. Courtemanche dedicated to identifying, evaluating, and meeting with multiple potential CEO candidates, and ultimately successfully recruiting and onboarding Dr. Gopal, all while continuing to lead the Company as its President and CEO"EMERSON ELECTRIC CO (EMR): Karsanbhai and COO Ram Krishnan: potential value of $38M each<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHNovo Nordisk faces a shareholder backlash as the Danish drugmaker's minority investors prepare a protest vote against a board shake-up forced through by its dominant shareholder, the Novo Nordisk Foundation.The Novo Nordisk Foundation, holding 77% of voting rights but just 28% of share capital, used its dominance to push through a major board overhaul at an extraordinary shareholder meeting.​Foundation chairman Lars Rebien Sørensen was installed as Novo Nordisk’s new board chair—a dual role that raised governance concerns among minority investors due to its unprecedented consolidation of power.​​Sørensen indicated he intends to serve for only 2–3 years and pledged to return to an “arm’s length” oversight model once a successor is named.​Sørensen plans to prioritize appointing board members with recent pharmaceutical and over-the-counter (OTC) experience, reflecting the company's pivot to direct-to-consumer models.​The shake-up followed the abrupt resignation of former chair Helge Lund and six independent directors, who stepped down after disputes with the Foundation over the pace and scope of board renewal.​The Foundation argued that a comprehensive and rapid board refresh was necessary to stabilize the company and support long-term growth, while the former board favored a slower, incremental approach.​Despite opposition, the new board slate received over 90% of the vote, though many minority shareholders either opposed or abstained as a protest.​Major shareholders are reacting differently: Norway’s sovereign wealth fund plans to abstain, while CalSTRS (California State Teachers’ Retirement System) will oppose the proposed board candidates. Proxy advisor ISS (Institutional Shareholder Services) recommended abstaining, citing concerns over the unilateral and opaque nature of the Foundation’s board overhaul.Novo recently appointed Mike Doustdar as CEO, in a fast-tracked process pushed by the Foundation, which was frustrated by what it saw as a passive board. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Tesla: Vote results: [actual vote result % support] / [vote result % support with insiders backed out]... thanks to Mr. CorpGovProposal 1: Director electionsIra Ehrenpreis: 64.6% / 49.9%Joe Gebbia: 86.7% / 81.2%Kathleen Wilson-Thompson: 77.9% / 68.8%Proposal 2: Say-on-Pay78.2% / 69.2%Proposal 3: A&R 2019 Equity Incentive Plan78.7% / 69.8%Proposal 4: 2025 CEO Performance Award76.7% / 66.9%Proposal 5: auditor ratification97% / 96%Proposal 6: eliminate supermajority voting requirements (management proposal; however, no board rec)53.5%Hypothetically, if inside owners had cast their votes AGAINST this proposal, and we were to back those shares out from the AGAINST vote tabulation, the proposal would have received 76% support, thus meeting the supermajority threshold to pass.Shareholder proposals:Proposal 7: Board authorization XAI investment: 43.3%Hypothetically, if inside owners had cast their votes FOR this proposal, and we were to back those shares out from the FOR vote tabulation, the proposal would have received 19.4% support.Proposal 8: Integrating sustainability metrics into senior executive compensation plans: 8.8% / 12.4%Proposal 9: Child labor audit: 7.6% / 10.8%Proposal 10**: Amend bylaws to repeal 3% derivative suit ownership threshold: 24.8% / 35%Proposal 11**: Amend Article X of the bylaws: 15.3% / 21.7%Proposal 12: Annual Director elections: 53.8% / 76%Proposal 13: Eliminate supermajority vote provision: 31.9% / 45%Proposal 14: Shareholder approval requirement prior to adopting an amendment to the bylaws: 48.8% / 69%Other than Tesla: 15 votes, 6 SHPs3 call special meetingTexas Pacific Land Corp (TPL): call special meeting 15% yesJACK HENRY & ASSOCIATES INC (JKHY): call special meeting 49% yesLAM RESEARCH: Realistic Shareholder Ability to Call for a Special Shareholder Meeting 41% YESSeparation of CEO/Chair: 34% YES SyscoFox Corp (FOX, FOXA): simple majority vote 38% YES; improve compensation program 4% YESDirectors:Tesla:Ira Ehrenpreis: 64.6% / 49.9%Joe Gebbia: 86.7% / 81.2%Kathleen Wilson-Thompson: 77.9% / 68.8%LAM RESEARCH CORP (LRCX):19% NO Nominating Committee Chair Michael R. Cannon11% NO Chair Abhijit Y. Talwalkar     Fox Corp (FOX, FOXA):Lachlan K. Murdoch: 17% NOWilliam A. Burck: 17% NOChase Carey: 18% NOMargaret “Peggy” L. Johnson: 15% NOPaul D. Ryan: 24% NONEWS CORP (NWS, NWSA):Lachlan K. Murdoch 10% NOJosé María Aznar 20% NONatalie Bancroft 16% NOMasroor Siddiqui 12% NOThe other 12:96% yes avg97% yes avgavg 99% yesavg 98% yesavg 98% yesavg 95% yesavg 96% yesavg 97% yesavg 99% yesavg 98% yesavg 97% yes98% average YES<THE BIG VOTE BUMPER>THE BIG VOTE PICKSDAMIONUpcoming Meetings November 10-AGM DateCompanySHPs #NotesMattSEC no-action rulingSEC blamed the “government shutdown” and “guidance” to issue the following: “the Division has determined to not respond to no-action requests for, and express no views on, companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a-8”The only exception is when the proposal contravenes state lawThe coverage has been breathless:The change “has the potential to end shareholder proposals as we know them,” a former SEC corporation finance division director told ESG Dive.Shareholder advocates push back against SEC’s move on no-action requestsUS outlines new approach for proxy disputes, seen as blow to shareholder activistsNo word from the anti-woke what they think, but clearly we’ll find out a few things:Which companies will allow proposals EVEN THOUGH the SEC would allow an exclusion by no-action?Which companies will allow ONLY certain PROPONENTS - will they signal pre-existing relationships?Which companies will flat out reject ALL SHPs?But mostly, we’ll start asking some REAL QUESTIONS about boards - since it’s all we can vote on!2024 proxy voting…Votes Cast:73% of all votes were directors25% were management proposals (auditors, pay)3% were shareholder proposalsProponent type average vote share rates:Activists: 23% (does NOT include director votes, just bylaws and proposals)Antis: 2.2%AOs / Pensions: 11.9%Pros: 10%Governance: 29%Religious: 10.3%Proponent actual wins:Governance: 18% WIN RATEEVERYONE ELSE: 0% WIN RATESo here’s what the no-action rule actually stopped:Governance gadflies improving governance practicesSpecial meetingsBoard declassificationMajority votingDual class share retirementJim McRitchie, John Chevedden - they serve a pretty vital function in shareholder democracy, primarily by keeping it a democracyEven if the votes were non binding, the market signal was strong given how often they WON - they won over even the Blackrock/State Street/Vanguard votesEngagement teamsBetween the SEC’s earlier bulletin declaring that most forms of questions to boards could be considered “activist” and require activist filings vs. regular investor filings and this ruling, engagement teams might actually see mass layoffsProxy voting will be more algorithmic - and need more dataHere’s what it didn’t:Most of those votes were non binding (precatory)Importantly, everyone NOT named Jim or John lost - almost every timeYou could make the argument that we have more robust disclosures now as a result of 25+ years of precatory proposals and board engagements, which may not be wrong - but also the process was a quarter century in the making, and at this point there IS no headway What’s next:Vote. On. Directors.73% of ALL VOTINGAverage approval rate of 96% and election rate of 99.8%, but universal anecdotal evidence that 0% of investors think 99.8% of directors should definitely have jobsSHP Hall of FameJing ZhaoIntuitive Surgical, 2024: Resolved: stockholders recommend that Intuitive Surgical, Inc. (our Company) improve the executive compensation program to include the CEO pay ratio factor.And at Bank of America, Resolved: shareholders recommend that Bank of America Corporation (the Company) reform the election of the board to list more candidates than the number of directors of the board to be elected.“The American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_. In this great classic, Aristotle demonstrated that in a stable community (polis), the ratio of the richest citizen’s land to the poorest citizen’s land should not be over 5 to 1.”“One of the main problems of corporate governance is that American corporate boards are not democratically elected. The Company’s board needs a democratic reform to elect members from more diversified candidates. Shareholders should have the right to choose from more candidates than the number of directors of the board to be elected.”NCPPR, Coca-Cola, 2025Shareholders request that the Board of Directors create a board-level Improper Influence Committee to assess the extent to which the Company’s decision-making has been improperly influenced, contrary to best practices, by the nonpecuniary policy preferences of directors, executives, or money managers with their own custodial obligations.General Pension Plan of the International Union of Operating Engineers, Enron, 1997That the shareholders of ENRON CORP. (the "Company") recommend that our Board of Directors take the necessary steps to adopt and implement a policy of cumulative voting for all elections of directors.Supporting statement: In the American corporate governance system, the election of corporate directors is the primary vehicle for shareholders to influence corporate affairs and exert accountability on management. We believe that the Company's financial performance is affected by its corporate governance policies and procedures and the level of accountability they impose. We believe cumulative voting increases the possibility of electing independent-minded directors that will enforce management's accountability to shareholders.Bart Naylor, Exxon, 2001"RESOLVED: The shareholders urge our board of directors to take the necessary steps to nominate at least two candidates for each open board position, and that the names, biographical sketches, SEC-required declarations and photographs of such candidates shall appear in the company's proxy materials (or other required disclosures) to the same extent that such information is required by law and is our company's current practice with the single candidates it now proposes for each position."New Director FutureMerit VotesLeadership, Knowledge of industry, economic interest, powerful friends, performance - any three41% of US directors get tagged as “merit candidates”62% have core knowledge of the industries where they sit on the boardONLY 17% MEET BASIC PERFORMANCE CRITERIARank in the top 50% of directors on earnings, TSR, AND controversies - basically they are above average on the most basic metrics (company makes money, stock makes money, companies aren’t assholes)Merit candidates average 9% influence - non merit candidates average 12% influenceThe people making decisions on average have worse/less qualified backgrounds46% of women in board seats were tagged as merit candidates compared to 39% of menWomen are held to a higher standard to get the board seatMen with merit average 9.5% influence, women with merit average 8%Even held to a higher standard, women are given less power on boards despite having more meritPure performanceOut of 6,146 US directors with at least 3 boards in their history that are currently active (out of ~20k), ONLY 627 (10%) HAVE OVERSEEN GREATER THAN AVERAGE TSRThis is the most basic ask of investors - produce market returns - and only 10% of directors with experience on multiple boards have actually done thatIf you care about carbon, 2,332 (38%) of US directors outperform on carbon intensity - which means roughly 60% of directors should be in play to be voted outAbout 17% of US companies have set a science based carbon targetAt 32 companies, at least 25% of the board is among the bottom performers for carbon despite having set a science based targetAt two companies (Hilton and AT&T), despite having a science based target, more than half the directors our among the bottom performers on carbonIs there some expectation that people who have failed to deliver on carbon will hit carbon targets?That’s the Proxy Countdown for the week of November 17, 2025. 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

This is Proxy Countdown. Welcome to the big show for the week of November 3, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Some mysterious director NO votesMore one-time retention awards for our CEO king and queensA dude wants to control Victoria’s SecretThe ongoing disappearance of shareholder proposalsMatt’s halloween director roundup<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google SheetsTracking Noteworthy 8-Ks since October 8th:DIrector comings and goings:Men added: Men subtracted: Women added: Women subtracted: Stick to 2FTransDigm Group INC (TDG) : appointed Michael Lisman and Peter PalmerDown to 2F:Down to 1F:Stupidities/Oddities:TEXTRON INC (TXT)appointed Lisa M. Atherton CEO/directorMs. Atherton will receive an annual base salary of $1.3M and target annual incentive compensation of 150% of her base salaryformer CEO Scott C. Donnelly will become Executive ChairmanMr. Donnelly will receive an annual base salary of $1.485M and target annual incentive compensation of 170% of his base salarythe Board approved an amendment to the Company’s amended and restated by-laws to accommodate the appointment of an Executive ChairmanF5, INC. (FFIV): CEO François Locoh-Donou will become Chair after 2026 AGMMr. Locoh-Donou will succeed current Chair, Alan J. Higginson, who, as previously announced, will be retiring after nearly 30 years as a Company director and 20 years as the Company’s Chair.Michael Montoya resigned as director but then Michael Montoya appointed CTOIn October 2025, F5 disclosed a security incident involving a nation-state threat actor who gained long-term, persistent access to its product development and knowledge management systems, exfiltrating some BIG-IP source code and vulnerability information.Toast, Inc. (TOST): appointed Anutthara Ramamurthy Bharadwaj, will hold office until the 2028 annual meetingCLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV): Chelsea Clinton resignedCNA FINANCIAL CORP (CNA)Dino E. Robusto’s tenure as Executive Chairman will end on December 31, 2025CEO Douglas M. Worman will become ChairTEXAS INSTRUMENTS INC (TXN)Richard K. Templeton resigning as executive chairmanCEO Haviv Ilan appointed as executive chairman‍ ‍NEOsCEOsMoneyCITIGROUP INC: CEO Jane Fraser: one-time retention award; one-time RSU equity award of $25M and 1.055M options to CEOMP Materials Corp. / DE (MP): one-time grant of restricted stock units with performance conditions to NEOs: total $28MVERIZON COMMUNICATIONS INC (VZ): $70m golden hello to new CEO Dan Schulman<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHBBRC International, which owns a nearly 13% stake in Victoria’s Secret, delivered a letter to the Victoria’s Secret’s board of directors this week calling for the removal of Chair Donna James and asking for a board seat.Pushing Brett Blundy, who runs BBRCJames, the company’s chair, served on the board of L Brands—Victoria’s Secret’s previous parent company—for nearly two decades before the 2021 spinout.“By any measure, she is an ‘over-tenured’ director with a ‘stale perspective’ that lacks objectivity regarding the company’s operations,” Blundy wrote in the letter this week.American Electric Power (2022-2025) and Hartford Financial (2021-)Directors who all serve on 2 other boards: Irene Chang Britt, Sarah Davis, Jacqueline Hernandez, Lauren Peters <VOTE RESULTS BUMPER>VOTE RESULTS TABLE SANFILIPPO JOHN B & SON INC (JBSS)common directors: Pamela Forbes Lieberman 43% NO; Mercedes Romero 51% NO; Ellen C. Taaffe 44% NO“The Board of Directors recommends a FOR vote for Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe”Common stock holders: BlackRock/Thrivent Financial for Lutherans/Vanguard Group combined 33.6%class A directors (5 Sanfilippo and 2 Valentine) 100% YES10 votes per shareSanfilippo/Valentine hold combined 74% voting power and 100% of Class A shares“Gender and Diversity: Common Stock Director nominees are all female. Together with the Common Stock Directors, 40% of our Board is female”1 of 7 Sanfilippo/Valentines is a womanStock was $125 in 2023, currently $68James River Group Holdings, Ltd. (JRVR)99% avg YES37% NO Pay3% NO last yearCEO: $11k less in 2024 (from $2.72M to 2.71M)Other 4 NEOs got total cash retention award of `$1.9M, but the decision was made in last year’s proxySOCIETY PASS INCORPORATED. (SOPA)Loic Gautier 99% NO; After the Annual Meeting, Loic Gautier resignedall other directors 99% yesOnly thing different about Luic in proxy: “Non-independent Director”Vote was October 21: After the Annual Meeting, Loic Gautier resigned as a director of the Company, effective immediately. Loic Gautier’s resignation was not as a result of any disagreement with the Board or the Company.On October 24, 2025, Society Pass Incorporated announced the resignation of Loic Gautier from its Board of Directors, effective immediately. The resignation was not due to any disagreement with the Board or the Company.VALUE LINE INC (VALU): Stephen P. Davis: 95% NOSeems to still be on board: “Each candidate shall be elected by a plurality of the votes cast”Retired Deputy Commissioner, New York City Police Department99% YES last year“On October 7, 2025, Value Line, Inc. held its annual shareholders meeting to elect directors. The voting results, as reported by American Stock Transfer & Trust Company, LLC, confirmed the election of several directors, with Howard A. Brecher, Mary Bernstein, and Glenn J. Muenzer receiving significant support, while Stephen P. Davis received notably fewer votes in favor.”Next lowest was 3% NOMawson Infrastructure Group Inc. (MIGI): 62% NO all 3 directors: Ryan Costello, Steven Soles and Kathryn Yingling Schellenger were elected, by a plurality of the votes castStock was $99 in 2022, currently $0.95Innovative Eyewear Inc (LUCY, LUCYW): voted not to reinstate the voting rights acquired by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust: 76% NORecorded 72 meetings since October 8th:TWO SHPsCINTAS CORP (CTAS)call for a special shareholder meeting 45% YESPROCTER & GAMBLE Co (PG)plastic packaging 14% YES<THE BIG VOTE BUMPER>THE BIG VOTE PICKSDAMIONUpcoming Meetings November 10-AGM DateCompanySHPs #Notes11/11/25IDT Corp011/12/25Jack Henry & Associates1Call special meeting11/12/25Viavi Solutions011/12/25Adtalem Global Education011/12/25Extreme Networks011/12/25BGC Group011/12/25Automatic Data Processing011/13/25Estee Lauder011/13/25Axos Financial011/13/25Coherent Corp011/13/25Broadridge Financial Solutions011/13/25Tapestry011/14/25Fox Corporation2Improve executive compensation program AND simple majority vote11/14/25Sysco1Separate CEO/ChairMattZOMBIESDirectors with <50% FOR votes in 2024 who stayed on the board anywayBecause the undead can’t be killed2024 Update:Building a multi year zombie boardInvestors voted OUT directors at AO Smith and Boston Beer Company in 2024, both of which kept their directors, but as classified boards now they just have DIFFERENT directors voted outAO Smith’s Michael Larsen, 39.6% FORBoston Beer’s Meghan Joyce 49.7% FOR2025: Which boards have the highest zombie influence?22 zombies in the US - 26 global when you count 4 in Puerto RicoAlmost all are either classified boards, plurality voting, or have some other strange control mechanism - only two big ones really worth mentioningNetflixJay Hoag, 21.5% FOR, 6% influenceSecond time he’s been voted out this decadeOn 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 stockholdersWe 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 recordTripadvisorGreg Maffei, 30.7%, 9% influenceJeremy Phillips, 43.2%, 5% influenceThrough the magic of plurality voting, all you need is ONE vote and you’re in!  Congrats to Maffei and Phillips who investors hate but can’t get rid of!Fun fact: in the 2024 vote, you’ll never guess who was on the board - Netflix zombie Jay Hoag!KRAKENSCurrent directors with the most discrete 2nd degree connections in our database to other current directorsUS director only for thisThis year includes non profit connections, now Krakens have even longer tentaclesTOP DIRECTORS:Patricia RussoActively connected to 29 other current directors in first or second degreesBoards of…GMMerckHPKKRMark Weinberger25 connectionsBoards of…J&JJPMMetlifeAlex Gorsky22 connectionsBoards of…AppleIBMJPMMost over the top Kraken duosPat Russo (29) and Wes Bush (20), both on the GM boardConnected via 5 different paths through - Just Capital Foundation, Business Roundtable, Northrop Grumman, Greater Washington Partnership, Merck, and KKRMark Weinberger sits between them in two of their pathsAlex Gorsky (22) and Mark Weinberger (25), both on JPM boardBusiness Roundtable and J&J, where Gorsky was CEO, are throughputsCorporate KrakensCompanies with directors who have the most discrete tentacles - ignoring the Dolans/MSG because it’s all controlled and they sit on dozens of boards togetherIBM - 125 total tentaclesGM - 125 tentaclesJPM - 112 tentaclesMerck - 110 Chevron - 103DOW - 97Northrop - 93Target - 92MUMMIESDirectors that aren’t family, founder, insider, CEO, controlling shareholder, or executives with tenure >20 years and less than 10% influence in the USJust wrap them up and put them in the cornerThere are 255 of them actively on boards35 of them are lead “independent” directors!Just absorb that - these are directors with less than 10% influence, no founder/family/control problem, been there more than 20 YEARS, and still are pointless!  MORE THAN 10% OF MUMMIES ARE LEAD DIRECTORS!Here are my top 5 favorite mummies that investors keep covering in desiccant year after year with FOR votes:Steve Odland, General Mills, 2% influenceCEO of the conference board who put out pieces about governance regularly, including on the “pressures of directors on succession planning” and how “nearly all senior executives are calling for board refreshment”Steve… is the irony not, like… a LITTLE obvious for a guy who’s been on the board of General Mills since the year the iPod Mini was launched? (21 year tenure)Simon Lorne, Teledyne, 3.8% influence79 years old, he joined the board the year Victor Wembanyama was born (21 years ago)Ex Munger Tolles lawyerBill Grabe, Gartner, 8% influence86 years old!, on the board since the same year Kurt Cobain married Courtney Love (32 years ago)Ex IBM, chairs the Nom committee - which explains why the average tenure of directors at Gartner is 13 years - with five directors out of 11 at 15 or more yearsWhen Steve Pagliuca joined the board 15 years ago, Grabe was 71 years youngGartner is an expert network currently pushing AI expertise… from… an 86 year old… Bill Miller, Cummins, 9.9% influence68 years old, on the board since the same year Bill & Ted’s Excellent Adventure was released (36 years) - and he definitely saw it, he was 32 at the timeChairs Comp committeePresident of the Wallace Foundation since 2011, previously on boards of mutual fundsShouldn’t we NOT store our mummies in the comp committee?VAMPIRESDirectors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years oldAncient AND blood suckingWe lost some vampires last year to retirement and/or mergers, but don’t worry, we have 6 this year with only ONE repeat - here’s the top three:Colm Barrington, 79 year old director at Willis Lease (US) and Fly Leasing (Ireland)Wolfgang Porsche at VW and Porsche - the 82 year old has 20% influence and bats in the bottom quartile for both TSR and earnings - and the company is named after himPo Chu U repeats - 99 year old woman who is dictator at Lai Sun Development in HK, her son is also on the boardI can’t be mad at a 99 year old woman, even if they provide no shareholder value and suck the blood out of their companyFRANKENSTEINDirectors with <50% FOR votes in 2023, stayed on the board as a zombie, and got >50% FOR votes in 2024Every good zombie movie ends with the zombies winning?TG Therapeutics had 3 directors fail the vote last year to pass this year:Daniel Hume: 58.9% FORSagar Lonial: 54.1% FORYann Echelard: 58.6% FORBut my favorite this year…Veeva Systems’s Paul Sekhri2024 vote: 48.8% FOR - voted OUT“Mr. Sekhri tendered his conditional resignation as a director for consideration by the Nominating and Governance Committee (the “Committee”) of the Board of Directors of Veeva (the “Board”) and for the ultimate decision of the Board. The disinterested members of the Committee recommended, after due consideration, that the Board should not accept Mr. Sekhri’s tendered resignation.”2025 vote: 94% FOR - everyone loves that guy!That’s the Proxy Countdown for the week of November 3, 2025. 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

The silent female retreatThe not-so-secret power of the lead independent directorAn aggressive activist atmosphere is heating upA college professor in a bow tie gets voted outAnd on the Big Vote, Matt talks Surveys<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google SheetsTracking Noteworthy 8-Ks since September 24th:DIrector comings and goings:Men added: 22Men subtracted: 7Women added: 6Women subtracted: 5Down to 2F:Fannie Mae: Karin Kimbrough resignedDown to 1F:F&M BANK: Daphyne S. Thomas retiredRocket Companies, Inc. (RKT): Jennifer Gilbert resigned; appointing Mr. Jay Bray to serve as a Class II director and Mr. Tagar Olson to serve as a Class I directorPitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July)Stupidities/Oddities:IDEXX LABORATORIES INC /DE (IDXX)elected Karen PeacockMs. Peacock will stand for election by stockholders as a Class I Director at the Company’s 2027IonQ, Inc. (IONQ, IONQ-WT)appointed John W. RaymondGeneral Raymond was appointed as a Class I director whose term will expire at the Company’s 2028 Annual Meeting of StockholdersRocket Companies, Inc. (RKT)appointing Mr. Jay Bray to serve as a Class II director until 2028Mr. Tagar Olson to serve as a Class I director until 2027F&M BANK CORP: Daphyne S. Thomas: Upon reaching the mandatory retirement age, Ms. Thomas became an honorary director and will continue to function as such until she tenders her resignation to the board or until the board requests that she tender her resignation. Under Section 2.11 of the Bylaws, an honorary director may attend board meetings but is not entitled to vote.NEOsDisney: Sonia L. Coleman, the Company’s Senior Executive Vice President and Chief Human Resources Officer, changed title was to Senior Executive Vice President and Chief People Officerincreased Ms. Coleman’s annual base salary to $1,000,000; increased her target annual bonus opportunity to 175% of her base salary; and increased her target long-term equity incentive annual award value to 375% of her base salaryCEOsCOMCAST CORP: Michael J. Cavanagh will be appointed Co-CEO along with current CEO and Chair Brian Roberts, the son of Comcast founder Ralph RobertsVERIZON COMMUNICATIONS: lead director Daniel H. Schulman succeeding Hans E. VestbergMoneyNorfolk Southern: One-time cash retention to all NEOsMark R. George—$4,000,000; Jason A. Zampi—$2,250,000; John F. Orr—$3,000,000; Claude E. Elkins—$2,000,000; and Anil Bhatt—$2,000,000Pepsi CFO Golden Hello: $9MStrategy Inc: increase to the annual cap for the security program maintained for Michael J. Saylor, Executive Chairman/former CEO/co-founder, under which the Company covers certain security-related costs. Previously, the annual cap for this program was $1,400,000; effective in calendar year 2025, the cap will be increased to $2,000,000Dell Technologies: one-time performance-based stock option award to COO Jeffrey Clarke valued at $132.4MCSX CORP: appointed Stephen Angel as CEO; $10.1M golden hello<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investors launched a record number of new campaigns in Q3, with 61 new campaigns, up sharply from 36 a year earlier.Barclays’ new data show that activism is accelerating globally, with a 90% quarter-on-quarter increase in the U.S.Year-to-date figures indicate nearly 191 campaigns targeting 178 companies, with activists securing 98 board seats and driving approximately 25 CEO departures thus farJapanese game company GungHo Online Entertainment, has rejected a proposal from activist investors to dismiss its longtime CEO Kazuki MorishitaThe proposal was put forward by Strategic Capital, a Tokyo-based investment fund which controls over 11% of GungHo’s voting rights.During an extraordinary shareholders’ meeting held at its request on September 24, the activist pushed for: 1) the requirements for ousting an executive to be relaxed 2) for Morishita to be fired from his position as CEO.While the first proposal was accepted, the attempt to remove Morishita failed, not gaining enough votes from majority shareholders. Irenic Capital Management, which owns about 2% of Workiva, wants board and governance changes:Specifically, the hedge fund is urging the company to collapse its dual-class share structure, make all board members stand for election every year and add two newcomers, including Irenic executive Krishna Korupolu, to the board.The hedge fund also expressed considerable concern about the company's governance, noting that five of its seven directors have served on the board since 2014.Acadia Healthcare has appointed Todd Young as CFO, amid growing pressure from activist investors  Khrom Capital and Engine Capital — which together own more than 8% of the company <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Freedom Holding Corp. (FRHC)0 SHPclassified; Philippe Vogeleer 99.2%FEDEX CORP (FDX)1 SHP: independent board chairman 43% yes97% yes; Smith 10% NO37% NO payPAUL S. WALSH (CHAIR) 94%Silvia Davila 97%Susan Patricia Griffith 98%Amy B. Lane 99.5%Susan C. Schwab 96%GENERAL MILLS INC (GIS)2 SHPRegenerative Agriculture Practices Within Supply Chain 27% YESSeparate the Board Chair and CEO Roles 36% YESavg 97% YESRPM INTERNATIONAL (RPM)0 SHP99.7% YES Craig Morford; 9/12 up for election as company in process of declassificationCARPENTER TECHNOLOGY CORP (CRS)0 SHPClassifiedat John Wiley & Sons:54% said NO to Governance Committee Chair Brian HemphillThe Board, upon recommendation of the Governance Committee, determined not to accept Mr. Hemphill’s resignation: “The Board concluded that the voting outcome reflected proxy advisory firm recommendations unrelated to Mr. Hemphill's individual performance or contributions. The Board determined that Mr. Hemphill's continued service is in the best interests of the Company and its shareholders”<THE BIG VOTE BUMPER>THE BIG VOTE PICKSDAMIONUpcoming Meetings September 29-AGM DateCompanySHPs #Notes10/13MillerKnoll Inc0Classified: 3 dirs10/14Procter & Gamble1As You Sow: Plastic Packaging 23%10/16Medtronic0Irish10/16CACI International0no Say on Pay; 3 directorsMattSURVEY SEASONExecutivesPwC Board Effectiveness Survey - August 2025All NEOs, ~500 of themBiggest representation in tech/media (23%)Mostly mid (35%) and large (26%) companiesDirectorsPwC Annual Corporate Directors Survey - October 2025More than 600 directors surveyedMostly mid cap (33%) and large cap (37%)Mostly men (65%) - and no question about race/ethnicityMostly longer tenured (6+ years, 56%)Asset OwnersMorningstar’s Voice of the Asset Owner Survey 2025 - October 2025500 asset owners, 19tn in assetsMostly EU and APAC, 20% USMostly 1-100bn in assetsSURVEYS SAY…How important is voting out a director?Executives: 93% of executives say at least one director should be replaced, 78% say 2 or moreDirectors: 55% think AT LEAST ONE should be replaced, and 7% of directors - nearly 1 in 10 - think MORE THAN TWO directorsInvestors: 35% said they voted - IN EITHER DIRECTION - at allTo put that in perspective, investor voter turnout is roughly equivalent to voter turnout in Syria (37%)Are boards any good?Executives: 35% of executives rate their boards as “excellent” or “good”IT executives think their boards are the WORST - only 21% think they’re effective at all, and 40% think they’re straight up “Poor”Directors: 68% of board Boards think they have an effective assessment processInvestors: only 35% of investors said board composition was material AT ALL, much less worrying about how effective those boards wereAre we culling directors that suck?Executives: 50% of executives feel confident a board will remove an underperformerDirectors: 34% of directors think the chair/lead director is “very effective” in dealing with underperforming directors - the lowest of the optionsInvestors: Only 35% even VOTE, and the average vote for a director is 96% in favor - 0.2% of directors annually are voted outWhy aren’t we cutting directors exactly??Executives: 57% said “Board leadership is unwilling to have difficult conversations with underperforming directors”, while 48% say “Individual director assessments are not performed”This checks out - only 27% of directors said as part of the assessment process, they did individual assessmentsACTION ITEM: USE DATA TO DO INDIVIDUAL ASSESSMENTSDirectors: The main reason why they haven’t been replaced is “personal relationships with board members”Investors: Only 35% even VOTE, but 52% do vote on shareholder resolutions - maybe if there was a shareholder resolution that said “do a report on individual director assessments, focusing on old, long tenured, underperforming directors”, they might actually approve a report on it since they won’t vote against a human?  What makes a sucky director?Executives: advanced age, overboarding, long tenure, and unprepared for meetingsWhen asked what a coaching a board chair should give underperforming directors: 36% say “not actively participating in discussions”, and 33% say dominating discussionsDirectors: “does not meaningfully contribute to discussions” and “long tenure”Investors: only 14% of asset owners find it “very useful” to do stewardship, which includes voting proxies, and 16% said they “don’t know” if it’s useful - the only time we see votes against consistently is for attendance and overboarding (like SUPER overboarding)What’s the most important issue?Executives: Executives are asking boards to spend more time… on ESG?  50%, the highest overall ask. What keeps them up at night is talent management (18%)Directors: 34% said they plan on adding “industry expertise” - which suggests 1 in 3 boardrooms might have none?Investors: Business ethics remains number 1, and is the TOP RANKED material issue of every issue they asked - 68% of asset owners agreedWhat do boards need?Executives: 37% said more educationDirectors: 45% said more educationInvestors: Not asked because they don’t careOther fun survey tidbits…Only 15% of executives think the board has sufficient gender/racial/ethnic diversity, while…25% of directors thought they could improve the board by seeking “more diverse viewpoints”Boards think - at a 94% plus rate - their interactions with management were very or somewhat effective, including “developing relationship with management outside of the boardroom”So what do you do with this, investors?Executives WANT YOU TO VOTE OUT DIRECTORSDirectors ALSO WANT YOU TO VOTE THEM OUTACTION: VOTE OUT DIRECTORS - find underperformers, long-tenured or over-aged directors and swap them - only directors care about “collegiality”, executives don’t care because they need diverse viewpointsACTION: Stop obsessing over shareholder proposals - they don’t matter nearly as much as you think they do investorsDirectors themselves seem like they don’t have enough expertise on the industry where they’re a director, and investors are worried directors are in it for themselves (ethics) while executives need them to think about exogenous risk (ESG)ACTION: It’s time to marry skills of directors to companies, looking for the exogenous long term risks facing an industry - use data to find them!ACTION: Don’t ask about AI skills on the board, they have to manage ALL exogenous risks over the long term, AI among them - when you myopically focus on just one, you miss the next wave of risk

2025-2026 PROXY SEASON COUNTDOWN: BETTING LINESJay 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 2024-5Disney’s Mel Lagomasino vote totalLagomasino was the target of Nelson Peltz’s “vote out” campaign - and ISS sided with Peltz at the time2023: 92% YES2024: 63% YES2025: 98% YES2026?: 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 packageWhat’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 mostApple: 6 (-110 OVER / +105 UNDER); +700 for mostDisney: 9 (-110 OVER / +105 UNDER); +325 for mostJPMorgan: 7 (-110 OVER / +105 UNDER); +400 for mostExxon: 1 (+150 OVER / -200 UNDER); +2000 for mostStarbucks: 3 (-110 OVER / +105 UNDER); +900 for mostChevron: 4 (-110 OVER / +105 UNDER); +1200 for mostPfizer: 1 (-110 OVER / +105 UNDER); +1500 for mostWinningest proponentsLast 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 proposals2025: 272026?: 32 (+175 OVER / -150 UNDER)Number of non governance shareholder proposals that will WIN (defined as >50% votes in favor)?2025: 02026?: 1 (+4500 OVER / -3300 UNDER; implied odds 2.2% OVER, 97% UNDER)

Tesla proxy breakdown, plus director adds and U-Haul’s "do you like us, check yes or no”

This is Proxy Countdown. Welcome to the big show for the week of July 7, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown, our wrapup of the 2025 proxy season:Our top theories, including:The Fortune 500’s quiet rejection of having a minimum of three women on the boardAnd companies who sidestep the alternative democracy by appointing directors less than a month after their annual shareholders meetingHighlights from the proxy cage match season, including:Shareholders suddenly paying attention when an activist comes knockingAnd the quirky battles between ISS and Glass LewisA look back at trends from the meeting votes, including illogical shareholder voting patterns and directors still don’t matterAnd finally, on the Big Vote, Matt takes a deeper look at the 2025 proxy season data<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Theories:Absurd Golden Hellos:CFO Turnover crazinessFortive Corporation’s new CFO Mark Okerstrom will receive a golden hello package consisting of a one-time sign-on cash award in the amount of $2.5M and a one-time sign-on equity award with a target value of $10MState Street’s new CFO John Woods gets a one-time cash payment of $1M and then One-time buy-out awards consisting of $3M cash and $12M equity.New MongoDB CFO Michael Berry will get two equity grants: a new hire grant worth $9M and a sign-on bonus grant worth $3M. It’s cute how they each have their own name.Peggy Alford, eBay’s new CFO gets $14M in new hire equity along with about $7M in one-time equity make-good payment equity Again, thanks for naming complicated stuff eBayLikewise, Western Digital’s new CFO Kris Sennesael starts with $2M cash; $10M equityZscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUpNewly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses.Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him?Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity.While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary.The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions.Director golden hellosMicroStrategy will now grant new directors a golden hello package consisting of $2M in equity. Nothing spells independence like a $2 million handshake.Also waiting 19 days was MicroStrategy, who snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.Palo Alto Networks has appointed 2 new directors: Helle Thorning-Schmidt and Ralph Hamers. They will each receive a golden hello equity grant worth $1M. In addition, Palo Alto directors receive about $400,000 in annual pay. Compensation amounts such as these immediately call into question whether the new directors will be able to provide effective and independent oversight of management.CEOsAt Fiserv, the golden hello package for new CEO Michael Lyons consists of a replacement equity award valued at roughly $28M and a cash payment of $11,665,108.57. It’s so specific it almost hurts my heart.Skyworks Solutions’ new CEO Philip Brace, who is replacing Liam Griffin, will be welcomed with $30M in performance shares and $300,000 for relocation expenses. The relocation expenses alone represent a CEO pay ratio of 9:1 while the golden hello bonus of $30 million is 924 times greater than the median worker’s compensation. Let the power trip begin!And Gerrit Kazmaier, the new President, Product and Technology of Workday, will receive a welcome duffle bag full of $1M cash and $30M equity.Crown Castle announced that Dan Schlanger will become interim CEO after the termination of CEO Steven Moskowitz. Dan tried to retire a few months ago but the company is throwing almost $10M to stay as interim CEO: including a monthly stipend of $100,000 and over $9M in equity.While The Kroger Co. has still not divulged why it fired longtime CEO and Chair Rodney McMullen, other than unhelpfully labeling his dismissal due to foul “personal conduct,” we now how expensive interim CEO and Chair Ronald Sargent will be: he will receive an annual base salary of $4,350,000, annualized for the duration of his service, and a stock grant valued at roughly $4M that will fully vest in one year.At Intel, new CEO Lip-Bu Tan has a bizarre golden hello package which could be worth as much as $400M if he hits all his performance targets. In addition, Tan will have to personally invest $25 million of his own money in the stock during his first 30 days on the job, and hold it for the next five years, meaning he could potentially lose money if he sucks at his job. Insulet’s new CEO, Ashley McEvoy gets $15M in equity while the former CEO, James Hollingshead, walks away with $8.3M, including outplacement services of $25,000 and a $500 per hour consulting fee for 60 days. So if you see James hanging around a lot in the next few months I think you know why. Not bad for a dude who was CEO for nearly 3 years.UnitedHealth Group CEO Sir Andrew Witty has resigned six months after UnitedHealthcare CEO Brian Thompson was murdered in New York City. In his place, former CEO and current Executive Chair Steve Hemsley will boomerang back into a role he originally vacated in 2017.Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO.New Entegris CEO David Reeder starts with $410K cash/$11M equity, before even making a single decision other than “yes, I’ll take the job.”Bath & Body Works has a new CEO, Daniel Heaf, who will replace Gina Boswell. The total bill to shareholders is more than $17M: a golden hello of $5M and a golden parachute of $12MAnd at Omnicom Group, Chair and CEO John Wren is giving up his $1M annual salary in order to get a massive pile of 4M options without performance-based conditions. This means that if the company can get back to its share price from only 6 months ago the CEO will have managed to make $120M.New FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity.The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation.Retention awardsGoldman Sachs CEO/Chair David Solomon and COO John Waldron each received retention grants worth $80M just to keep… um… doing their jobs. $39M wasn’t enough for DJ D-Sol I guess, vinyl is expensive.Chief Information and Digital Officer Thomas Peck, Jr. is getting a one-time equity award of $1.5M at Sysco Corporation to focus him on the successful implementation of a significant, multi-year technology initiative.CEO Gavin D.K. Hattersley is stepping down at Molson Coors Beverage Company. The other Named Executive Officers will receive over $6M in retention equity awards NOT to quit, CFO Tracey Joubert will get $4M.And MGM Resorts CEO William Hornbuckle gets a special one-time cash bonus of $8M merely for continuing to do his job as he signs a new employment agreement.CBRE Group’s COO Vikram Kohli received a one-time cash retention bonus of $1.45 million for not quitting. If the Company terminates Mr. Kohli without Cause or he resigns for Good Reason, there is no obligation to repay the Retention Bonus.On May 21st, about a month after its 2025 proxy statement, Thermo Fisher Scientific announced a $60M retention equity award for CEO Marc Caspar “to secure his continued leadership through at least May 2030.”On that same day, shareholders resoundingly rejected Thermo Fisher’s Say on Pay proposal: 65% NOPay Committee chair Dion Weisler (13% NO), R. Alexandra Keith (2% NO), James Mullen (2% NO), Scott Sperling (6% NO)Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. FairbankSomnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M.Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median.Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M.Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program.Down to 2FMeg Crofton is stepping down at HCA Healthcare, meaning the board will have only two women with a total of 3% influence.Suzanne Nimocks will be leaving the board of Ovintiv. The Ovinitiv board is now down to only two women with a total of 12% influenceAnd after two decades of board service with only 3% of influence, Diana Cantor is out at Domino’s Pizza, which means the Domino’s board is also down to only two women with a total of 8% influence.Tina Hunt leaving the Veeva Systems board: Down to 2F with 7% total influence.Likewise at Emerson Electric: Director Leticia Gonçalves Lourenco tendered her resignation Down to 2F with 7% total influenceLaela Sturdy steps down at UiPath, leaving only two women on the board with a combined influence of 2%.The ‘Down to 2F’ trend continues: Nancy Tellem stepping down at Rocket CompaniesKeeping 2FNutanix is comfortable with only two women as they replace retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who also has experience being CFO, and a guy that already serves on four other publicly-traded companies so he understands how to schedule board meetings.Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell TechnologyAt Live Nation Entertainment Trump administration toady Richard Grenell joins a 2-women Board; just this morning the new Live nation Entertainment director tweeted: “Left wing violence is out of control from Palm Springs, CA to Washington, DC. Leaders on the Left must speak up now. We all must focus on this growing Left wing violence problem.” Grenell is miraculously the acting president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”Director Brian Ruder has stepped down from the board of Informatica. Despite the fact there are only two female directors with a total of 9% influence, Informatica immediately appointed another man to the board: Alex Vander Linde, who will serve as a Class III director, meaning shareholders won’t be allowed to have a say on his appointment until the annual meeting of stockholders to be held in 2027In honor of our fake meritocracy and very real anti-DEI business climate, American Financial Group is expanding its sausage party to 11 dudes and only 2 women as Craig Lindner Jr. and David L. Thompson Jr. are added to the board.In true meritocratic bullshit, the press release states that “There are no arrangements or understandings between Mr. Lindner or Mr. Thompson and any other person pursuant to which Mr. Lindner or Mr. Thompson were elected as Directors of the Company” but it fails to mention that Craig Jr. is the son of the co-CEO and the nephew of the other co-CEO. Whatever, dude!Affirm Holdings, however, is keeping the board at two women and ignoring the problem by replacing retiring director Keith Rabois with Richard Galanti, keeping its board below the accepted minimum threshold of three women on the board.Thomas Frist, III is stepping down at VeriSign, a board with only two women. Will they take this opportunity to replace him with a woman?Same thing at Nutanix where Brian Stevens just stepped down on a board with only two womenAnd at Live Nation Entertainment where Greg Maffei’s 33% influence just left the board.Circumventing the Alternative democracy22 days after the company’s annual meeting where shareholders vote on the election of directors, Uber Technologies appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating and Compensation Committees alongside board chair Ron Sugar.International Flavors & Fragrances adds Virginia Drosos to the board as well as to 3 board committees only one month after their annual meeting in MayThe Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit CommitteeAnd American Water Works Company didn’t even wait a month before increasing the size of the Board to nine members and appointing Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee of the Board.Pitney Bowes has cleverly circumnavigated shareholder approval as it appointed Brent Rosenthal to its Board only a month after its annual meeting in May.Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting. Democracy avoided.Similarly, PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.Also waiting 19 days was MicroStrategy, who snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist sway:At The Walt Disney Company, shareholders have decided that everything is good again now that Nelson Peltz has left the building:Maria Elena Lagomasino2025: 98% YES2024: 63% YES2023: 92% YESMichael B.G. Froman2025: 99% YES2024: 87% YES2023: 96% YESSay on Pay2025: 89% YES2024: 78% YES2023: 88% YESISS 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 vote: Wielansky (99.6% YES) and Freed (98.8% YES)ISS Supports Compelling Case for Change to AstroNova Board of DirectorsISS finds “change at the Board level is warranted to improve independence and oversight”2024 vote: 97% YES for entire board last yearISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman.2024 vote: Against: 2.4%; Abstain: 12.1%ISS vs Glass LewisWe have a fun twist at the proxy cage match between Harley Davidson and H Partners, who are 9% shareholders and have started a withhold vote campaign against long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson: Glass Lewis says “withhold” but ISS says “support”?Through lackluster reasoning based on hunches and not performance analytics, ISS revealed, without satire, that "[T]here are compelling reasons to believe that as a group [the targeted directors] still have a perspective that can be valuable” and, in discussing the candidacy of departing CEO Jochen Zeitz: “[I]t appears that his time in the role has been more positive than negative, which makes it hard to argue that his vote on a successor is worthless.”Penn Entertainment shareholders are getting conflicting messages from ISS and Glass Lewis on how to vote on activist investor HG Vora’s three dissident nominees: [Carlos Ruisanchez, Johnny Hartnett, and William Clifford to Penn’s board].ISS and HG Vora are saying YES to all three while Penn and Glass Lewis are saying NO to former Penn CFO William Clifford (2001-2014).Penn is also saying they shrunk their board from nine to eight directors so don’t even bother trying: it sounds like the courts will decide this one because Clifford is running unopposed and will certainly be getting at least one vote, which makes him the hypothetical winner for the ninth chair.ISS said: “The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board’s ability to effectively oversee management during the push into interactive … There is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition.”Glass Lewis said: “We believe certain aspects of Clifford’s profile may overlap with existing or anticipated members of the board … The board’s assertion that his background is not sufficiently differentiated — and its unanimous decision not to support him despite backing two other dissident nominees — raises questions as to whether he would bring distinctive value at this time.”Penn said: during Clifford’s time as CFO he argued against the introduction of a loyalty program, which later became a lucrative addition to Penn’s business. And that “during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions.” The big Proxy Cage Match is between Phillips 66 and Elliott Investment Management. In a nutshell, Elliott has nominated four directors, wants to split the CEO-chair role, and mandate annual director elections.This week three proxy advisors who represent over 70% of  institutional votes weighed in on the May 21 meeting:ISS and Egan Jones are saying YES to all 4 Elliot nominees: Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt.ISS said the nominees would dismantle Phillips 66’s “culture of complacency” and that Phillips CEO Mark Lashier’s dual role as chairman represents a “disconnect from shareholders.”Glass Lewis, on the other hand, is saying yes to the men but not the woman: Stacy Nieuwoudt, a former senior energy and industrials analyst at Citadel <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 522 large-cap annual meetings since May:315 total SHPs: but from only 188 companies, meaning 334 meetings had zero SHPs132 at 29 companies: 183 at 392Only 25 SHP victories Only 33 “wins” overall:Say on PayMolina Healthcare: 59% NOOtis Worldwide: 61% NOSimon Property Group: 53% NOTHERMO FISHER SCIENTIFIC: 65% NOWarner Bros. Discovery, Inc. (60% NO)A combination of financial underperformance and ludicrously annual increases in CEO pay undid David Zaslav’s $52M pay package (up from $39M just two years ago)Viridian Therapeutics: 51% NO increase equity plan by 8M sharesSimple Majority vote (12 wins)Boston Scientific: 95% YESDuke Energy: 98% YESEntegris: 89% YESICU Medical: (85% YES)Albemarle: (68% YES)Choice Hotels International: 97% YESAlexandria Real Estate Equities: 84% YESCelanese: 64% YESSkyworks Solutions: 98% YESEPAM Systems (52% YES)MARKEL GROUP INC. (71% YES)HUBSPOT INC (51%)Shareholders ability to call a special meetingMolina Healthcare: 69% YESRevvity: 65% YESCMS Energy: 70% YESLKQ Corp: (83% YES)US Foods Holding Corp. (86% YES)Teledyne Technologies: 59% YESMONOLITHIC POWER SYSTEMS: 58% YES Transparency in Political Spending (Chevveden)Teradyne: (51% YES)Cboe Global Markets: (56% YES)Act by Written ConsentCDW Corp (51% YES)DeclassificationCharles Schwab: John Chevedden, on behalf of James McRitchie (84% YES)Phillips 66: MGMT Proposal: declassification 97% YESFidelity National Financial: elect each director annually 93% YESIdexx Laboratories: Annual Election of Directors (92% YES); no recommendation from boardBuilders FirstSource: MGMT Proposal: Remove Limits on the Size of our Board of Directors 63% NO80 “moral” victories (over 30%): Say on PayAlly Financial: 37% NOAlbemarle: 31% NOS&P Global: 31% NOEBAY Equity Incentive Award Plan 45% NOO-I Glass: 34% NOLas Vegas Sands: 38% NOAkamai Technologies: Stock Incentive Plan 41% NOAIG: 35% NODiana M. Murphy 21% NO; Linda Mills 26% NO; James (Jimmy) Dunne III (~20% NO)BlackRock: 33% NOCVS Health: 41% NODigitalBridge Group, Inc. (33% NO)DOCUSIGN, INC. (44% NO)Carlyle Group Inc. (30% NO)AXON ENTERPRISE, INC. (33% NO)Arista Networks, Inc. (38% NO)UNITEDHEALTH GROUP INC (40% NO)ANTERO RESOURCES Corp (30% NO)DEVON ENERGY CORP/DE (35% NO)PayPal Holdings, Inc. (34% NO Equity Incentive Plan)Chipotle Mexican Grill: 45% NO on PayCORPAY: 47% NO on PayCOSTAR GROUP: 46% NO PayTruist: 41% NOCitizens Financial Group: 41% NOLattice Semiconductor: 44% NOPfizer: 47% NOGoldman Sachs: 34% NOEQUINIX INC 40% NO to issue 3.3M sharesShareholder approval on excessive golden parachutesAdobe: 47% YESCitigroup: 32% YESIntuitive Surgical: 44% YESIllinois Tool Works: (33% YES)CF Industries Holdings: (44% YES)Capital One Financial: (44% YES)Lockheed Martin: (41% YES)T Price Rowe: (37% YES)Vertex Pharmaceuticals: 37% YESTRAVELERS COMPANIES (42% YES)Simple Majority voteMarathon Petroleum: 48% YESWEC Energy Group: (41 % YES)AbbVie: (49% YES)Medspace Holdings: 31% NOSOUTHERN CO (45% YES)Shareholders ability to call a special meetingIQVIA Holdings: 43% YESPaccar: 32% YESPrologis: (44% YES)NVR: (30% YES)NiSource: (35% YES)Xylem: 46% YESNETFLIX: 42% YESHARTFORD INSURANCE GROUP (40% YES)Booking Holdings Inc. (49% YES)EBAY 49% YESPayPal (44% YES)DEVON ENERGY (8% YES)Independent board chairDover: 37% YESEastman Chemical: 30% YESPrudential Financial: (35% YES)Gilead Sciences: (36% YES)JPMORGAN CHASE (37% YES)Colgate-Palmolive: 30% YESCummins: 41% YESMarvell Technology: 38% YESCORPAY:  39% YESFortinet: 42% YESpolitical contributionsOtis Worldwide: 40% YESCOSTAR GROUP: 33% YESCadence Design Systems: (44% YES)Act by written consentEQUINIX INC (35% YES); also 40% NO to issue 3.3M sharesCVS Health: 43% YESDELTA AIR LINES: 42% YESANSYS: 41% YESEQUINIX INC 35% YESIntel: 31% YESEqual shareholder voting 31% YESAlphabet: 31% YES96.1% of Class B shares (10 votes) held by Larry Page/Sergey Brin/Eric Schmidt/John Doerr=57.3% voting power; 73% on non-class B voted YESUnited Parcel Service: reduce the voting power of UPS class A stock from 10 votes per share to one vote per share (38% YES)OtherBaxter International: executives retaining significant stock (37% YES)Don’t see this one too often: John Chevveden: a policy requiring the 5 Baxter named executive officers to retain a significant percentage of stock until reaching normal retirement ageGilead Sciences: requesting a comprehensive human rights policy and human rights due diligence process (36% YES); Sisters of Mercy of the Americas; how? Pope love?Fidelity National Financial: (MGMT Prop) redomestication of the Company from the State of Delaware to the State of Nevada 34% NOBJ's Wholesale Club: GHG emissions reduction 30% YES: Trillium ESGFirst SHP since its 2018 IPOAnnual director resignations: Phillips 66 (33% YES)The shareholder disconnects:Goldman Sachs: 34% NO on Pay; all directors at least 92%Truist: Say on Pay 41% NO; all directors over 90%Citizens Financial Group: Say on Pay 41% NO; all directors over 92%Lattice Semiconductor: 44% NO on Pay; highest NO director Lederer (11%); all else at least 97%Pfizer: 47% NO on Pay; lowest director Echevarria (11% NO); all others at least 91%Molina Healthcare: 59% NO on Pay; lowest director 16% NO WolfStanley Black & Decker: 21% NO on Pay; all directors at least 96%International Flavors & Fragrances: 15% NO on Pay, lowest director 94% YESAlly Financial: 37% NO on Pay, lowest director (Fennebresque) 90% YES, all others 95% or higherValero Energy: 25% NO on Pay; all directors over 92%GE: 29% NO on Pay; all directors over 92%Intel: 28% NO on Pay; lowest director (Sanghi) 88% YES, all others 90% or higherAlbemarle: 31% NO on Pay; all directors at least 94%S&P Global: 31% NO on Pay; all directors at least 95% YESOtis Worldwide: 61% NO on Pay; lowest director 93% YES/98% average YESAlexandria Real Estate Equities: 27% NO on Pay; lowest director 91% YESLas Vegas Sands: 38% NO on Pay; 6 of 9 directors between 10% and 18% NOBlackRock: 33% NO on Pay; lowest 2 directors 92% and 96%Motorola Solutions: 20% NO on Pay; lowest director 92% YESCVS Health: 41% NO on Pay; lowest director 91% YES (97% average YES)THERMO FISHER SCIENTIFIC Weisler 13% NO; 96% Average: Pay 65% NOAMAZON COM: lowest 94% 22% NO PayUNITEDHEALTH GROUP INC (40% NO on Pay):Flynn 13% NO; Noseworthy 14% NOboard average 6% NOHemsley 7% NO Carlyle Group Inc. (30% NO on Pay) but lowest director 94% YESWarner Bros. Discovery, Inc. (60% NO on Pay) but only two directors with low votes: Anthony J. Noto 29% NO; Pay Committee Chair Paul A. Gould 13% NODEVON ENERGY: lowest NO 6% Mosbacher; 35% NO on PayChipotle Mexican Grill: lowest director 4% NO Fili-Krushel & 45% NO on Pay“One-time retention awards” on August 2024 after Brian Niccols left: $38M aggregate to NEOsCOSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO PayIonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for voteThe directors : ~30 over 30%CME Group: Nominating Committee Chair Phyllis Lockett (41% NO)Expeditors International of Washington: James M. DuBois (30% NO), Brandon S. Pedersen (36% NO), Olivia D. Polius (29% NO)Ares Capital: Kelly (29% NO); Siegel (32% NO)WEX: James (Jim) Neary 31% NO; Melissa Smith 33% NO; Jack VanWoerkom 41% NOEnphase Energy: Thurman John Rodgers 61% NO (classified board)“The Company believes this outcome was primarily due to certain stockholders’ concerns regarding his service on two additional public company boards, in addition to his role as a public company executive officer. While Mr. Rodgers complies with the overboarding policies of a leading independent proxy advisory firm, some institutional stockholders and the other leading advisory firm apply more restrictive proxy voting guidelines on that issue.”(Gomo also on two boards)Related party Transactions with Complete Solaria, where Rodgers is CEOWas CEO/Chair at Rodgers Silicon Valley Acquisition Corp., a SPAC that successfully completed a business combination with Enovix Corporation in July 2021, where he continues to serve as the ChairOther directors who also served on the SPAC’s board” Steven Gomo and Joseph MalchowChair of Pay Committee; member of Nomination CommitteeOwns 1.5% sharesHaverty Furniture: 42% NO G. Thomas HoughUniversal Health Services: Maria Singer (49% NO; Class B & D)Teleflex: All directors between 28% and 36% NO; (Say on Pay 27% NO)Simon Property Group: Glyn F. Aeppel (37% NO); Larry C. Glasscock (30% NO); Gary M. Rodkin (27% NO); Peggy Fang Roe (27% NO); (Say on Pay 53% NO)Arista Networks, Inc. (Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO)FTAI Infrastructure Inc. (Judith A. Hannaway 36% NO (classified))DOCUSIGN, INC. (Blake J. Irving 42% NO (classified))NETFLIX: 78% NO Jay HoagFailed attendanceCG Oncology: 44% NO James J. Mulé (classified)ANTERO RESOURCES: 30% NO Benjamin A. Hardesty; 24% NO Robert J. Clark (classified)Pure Storage: 64% NO Scott Dietzen; 21% NO Charles Giancarlo; John Murphy & Greg Tomb 18% NO (classified)Dietzen Vice Chairman and Former CEO (2010-2017) and on Nomination and Risk Committees; referred to as "Independent"Alphabet: Larry Page 19% NO (44% NO)Page/Brin 52% Voting Power Core & Main: Gipson 35% NO (classified)VEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NOVertiv HoldingsJoseph van Dokkum 46% NOchairman of the Nominating Committee: 1 woman; 9 menJacob Kotzubei 54% NOMr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstancesCrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)              WinnersRobinhood Markets: John Hegeman 99.94% YESDell Technologies: David Grain 99.93% YESReddit: Sarah Farrell 99.93%The oddities:At the old man’s club, there were 7 SHPs at Berkshire Hathaway, but of course the company refused to name them in their 8-k filing announcing the meeting’s vote results–why honor shareholders when your whole pretend game is to honor shareholders?--on top of that, support for all 7 proposals ranged from 0.7% and 3.5%. Despite such low support, there were actually 5 directors (Burke, Chenault, Decker, Guyman, Murphy, Jr): an unusually high in this voting climate at the world’s most beloved equity.Coca-Cola : the National Center for Public Policy Research, asked for the creation of an Improper Influence Board Committee, which is basically a board-level committee to fight off anything to do with the climate, black people, women, and human rights. That feels even weirder than non-sugar sweeteners. (less than 1% YES)COMCAST: CEO pay ratio factor 4% YESDraftkings: board matrix disclosure 4% YES: The Comptroller of the City of New YorkThe Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders and further believes that the Company’s existing skills and diversity disclosure and practices as to Board composition and recruitment achieve the objectives of the proposal.the Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, we believe that Board decisions should reflect the collective wisdom of the group. Our disclosures are focused on emphasizing the collective strength of our Board.We believe Ms. Mosley is qualified to serve on our Board due, among other things, to her extensive investment experience and background, including her experience serving as a member of the boards and committees of several large U.S. public companies.CHARLES RIVER LABORATORIES INTERNATIONAL: report on non-human primates: PETA (8% YES) vs. TENET HEALTHCARE : strategies and programs for improving maternal health outcomes (5% YES): The New York State Common Retirement FundServiceNow: right to cure purported nomination defects 3% YES: James McRitchieWhen reviewing one corporation’s advance notice bylaw, a Delaware judge noted that disclosures required of a nominating stockholder “would choke a horse.”Cigarettes:Wynn Resorts: report on the potential cost savings through the adoption of a smokefree policy for the Company’s properties. I just like this. Imagine how annoying it is cleaning those yellow-stained walls in the room 1537. (9% YES)KROGER: discarded cigarette pollution 9% YES: Sister of St. Francis of PhiladelphiaClassicist Jing Zhao:At Intuitive Surgical, he’s asking the board “to improve the executive compensation program” by actually considering the CEO Pay Ratio (5% YES). He claims that “Aristotle demonstrated that in a stable community, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1.” I’m a believer.And at Bank of America, he requested the nomination of more director candidates than board seats (2%). Another no-brainer.JUNIPER NETWORKS: list more candidates than the number of directors to be elected 3% YES: Jing Zhao: “One of the core problems of corporate governance is that American corporate boards are not democratically elected”Auditor dissent?!Edwards Lifesciences: 12% NO on Pay; 10% NO on AuditorEcoloab: 11% NO on Pay; 13% NO on AuditorService Corp International: 12% NO on Pay; 12% NO on AuditorIdex Corp: 13% NO on Pay; 13% NO on AuditorStryker Corporation: 8% NO on Pay; 10% NO on AuditorElevance Health: 12% NOAmerican Water Works: 12% NOFirst Solar: 13% NOAlign Technology: 10% NOTHERMO FISHER SCIENTIFIC: Auditor 12% NOThe bullshit:I’m calling this the Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting:DT Midstream: Management (86% YES) versus John Chevveden (35% YES)Floor & Decor Holdings: Management (96% YES) versus John Chevveden (40% YES)Domino’s Pizza: a dirty trick at pizza land as the board introduced a competing proposal to drown out a shareholder’s proposal: while the shareholder wanted a group of shareholders holding 15% of shares to have the right to call a special meeting, management’s proposal raising that group to 25% (a near impossibility) won out: the shareholder proposals got 36% support while the management proposal got 79%.Align Technology: Management (65% YES) versus SHP John Chevveden (17% YES)Akamai Technologies: 10% call a special meeting (51% YES/58,453,104) vs. 25% call a special meeting (52% YES/59,520,777)Verisk Analytics: 25% (91% YES) vs. 10% special meeting (43% YES)Equitable Holdings 25% (99% YES) vs. 10% special meeting (27% YES)The “require vote of 80% of outstanding shares” management proposal scam:Eli Lilly and Company:eliminate the classified board structure (87% YES of shares voted)eliminate supermajority voting provisions (86% YES of shares voted)AbbVie: eliminate supermajority voting (99% YES)Meta Platforms:MGMT:25% NO on equity plan11% NO on Pay71% want Say on Pay every 3 yearsSHP:Dual Class Capital Structure 26% YESDisclosure of Voting Results Based on Class of Shares 21% YESReport on Hate Targeting Marginalized Communities 15% YESReport on Child Safety Impacts and Actual Harm Reduction to Children 13% YESRisks of Deepfakes in Online Child Exploitation 6% YESAI Data Usage Oversight 10% YESData Collection and Advertising Practices 11% YESProving Matt’s proponent theory:Mastercard:racial equity audit report 11% YES: SEIU MasterTrustaffirmative action risks 0.4% YES: National Center for Public Policy ResearchNetflixJay Hoag (1999-; 2 years after Reed Hastings)“The Board held four meetings during 2024. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees, other than Jay Hoag who attended 50%.”The Board held four meetings during 2024The Nominating and Governance Committee of the Board consists of four non-employee directors, Messrs. Hoag (Chair)Each member attended all the Nominating and Governance Committee meetings held in 2024, other than Mr. Hoag who did not attend one meeting.The Nominating and Governance Committee met two times in 2024.Currently holds $451M in Netflix stockPrior votes:2024: 9% NO2023: 23% NO2023: overboarded: Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton71% NO on Pay2022: N/AMGMT proposal to declassify the board 99.6% YESMGMT proposal to eliminate supermajority voting provisions 99.6% YES73% NO on PaySHP Lobbying Activity Report 60% YESSHP simple majority vote 58% YES2021: N/ASHP political disclosures 80% YESSHP simple majority vote 90% YES2020: 55% NO2020: simple majority vote: “This proposal won more than 80% support 4-times at Netflix since 2013: 2019- 88%, 2016-82%, 2015 -80%, 2013 -81% But our governance committee has not yet put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy and gave governance committee Chairman Jay Hoag a negative vote of 48% in 2018 while he was running unopposed.”SHP simple majority vote 73% YES2019: N/ASHP simple majority vote 88% YES2018: N/ASHP simple majority vote 84% YESBinding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 71.4% of vote YES2017: 49% NO2017: “Lead Director Jay Hoag's long tenure and the fact that he was an early investor of Netflix, may compromise his independence. Less than 51% of the votes supported his election in 2014. Moreover, Mr. Hoag's Crossover Ventures provided early-stage funding to Zillow and Expedia, two companies founded by Mr. Barton. Hoag and Barton served together on the board of Zillow.”SHP repeal classified board 63% YESSHP simple majority vote 63% YESBinding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 64.2% of vote YES2016: N/ASHP repeal classified board 83% YESSHP simple majority vote 82% YESSHP majority voting policy 87% YES2015: N/ASHP repeal classified board 80% YESSHP simple majority vote 80% YES2014: 49.7% NOSHP repeal classified board 82% YESSHP Independent board chair 47% YESSHP majority voting policy 82% YES2013: N/ASHP Independent board chair 73% YESSHP repeal classified board 88% YESSHP simple majority vote 81%SHP majority voting policy 81% YES2012: N/ASHP repeal classified board 758% YES2011: 91%SHP majority voting policy 72% YES2010: N/A <THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTVotes Cast:73% of all votes were directors25% were management proposals (auditors, pay)3% were shareholder proposalsMedia share was 95% anti-ESG shareholder proposals?SHP roundup - 3% of your voting capital:Of 40 companies targeted by Anti-ESG, Anti-Woke, 14 also targeted by ESG proponents in straight up duelsIn head to heads, Antis averaged 1.2% support vs. Pros 7.7% support - feel free to both claim victory that more than 90% of investors didn’t care either way?INTEL CORPORATIONWALMART INC.BERKSHIRE HATHAWAY INC.MCDONALD'S CORPORATIONTHE COCA-COLA COMPANYDEERE & COMPANYBEST BUY CO., INC.CHEVRON CORPORATIONCITIGROUP INC.STARBUCKS CORPORATIONVERIZON COMMUNICATIONS INC.YUM! Brands, Inc.META PLATFORMS, INC.ALPHABET INC.Proponent type average vote share rates:Activists: 23% (does NOT include director votes, just bylaws and proposals)Antis: 2.2%AOs / Pensions: 11.9%Pros: 10%Governance: 29%Governance related SHPs had the highest average vote rate…Religious: 10.3%Proponent actual wins:Governance: 18% WIN RATE… and also the highest win rate - and by highest, I mean only-est.EVERYONE ELSE: 0% WIN RATEOnce again - stop talking about Shareholder Proposals, talk about Shareholder Proponents - the governance proponents, including McRitchie and Chevedden are the only ones doing their jobs and winningChevedden alone got >50% SHP votes on 27 proposals, largely focused on simple majority voting, board declassification, and special meetingsMcRitchie average 38% vote getting in our data, with 3 winsArticles about what they ask for: zero.  Articles about National Legal and Policy Center, National Center for Public Policy Research, and Bowyer Research?  Literally hundreds - while the vote share was 1.9% with zero winsThe anti woke are using proxies as cheap press releases for momentum building in media, not winning or policy - it’s governing by narrative - stop talking about them and they disappearQuote of the year: Jing Zhao, “Aristotle demonstrated that in a stable community, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1.”Director round up - 73% of your voting capitalResults round upAverages: OverallThe average high vote: 97.75%The average low vote: 88.48%Company median: 95.24%Gender/diversity - the death of diversity on boards has been drastically overrated, but only because no one knows who’s on a board.  If you’re an executive, being diverse is worse.White male non-executives were the lowest average vote getter at 94.8%, black women were the highest at 96.8%The “executive premium” for men was 6x women, with male executive directors getting 1.34 percentage points higher vote than male non-executives, while female executive directors only got 0.24 percentage points higherBlack executive directors were the only cohort with a NEGATIVE executive premium - black men got -1.55 percentage point lower votes on averageVote outsAt 1400 US companies with votes and no activists involved, 12 companies had one director each get less than 50% of the voteMost prominent was Netflix, who ignoredThat’s ~11,500 director votes, 12 vote outs not related to an activistInvestors this year are VERY bullish on directors: 0.01% vote out rateMeanwhile, out of the 11,500 directors up for a vote where we have data, 2,100 bat under .333 for TSR, 1,600 bat under .333 for BOTH TSR and earnings, and 623 have a history of low shareholder returns, low earnings, and perpetual controversiesThe 623 bottom of the barrel would suggest a 5.4% vote out rate on pure performance failureNext year trend alert: given fewer options for substantive engagement, investor aggression is all that’s left without dialogue until companies ask regulators to unwind their de-regulationResult: more votes against directors on pure numbers, less focus on SHPsVote Gap - directors batting .333 or lower on TSR vs. average vote at the companyAverage vote gap was actually +1.3% - bottom directors outperformed average vote at the companiesMost aggressively stupid was a Harley Davidson’s voteThe Vote Gap was 15.2% - investors voted FOR the bottom performers, who got 15.2% percentage points more support than the average directorActivists:10% success rate in 24/25 season - bad season overall, but big wins?172 of 640 dealt with the board as a primary objective331 of 640 were governance focused (not strategic, M&A, etc)9% in 23/2410% in 22/2315% in 21/2216% in 20/2115% in 19/2018% in 18/1918% in 17/1817% in 16/1714% in 15/16Proxy Countdown topics and favoritesMeritWe built a system of merit because of the talking points about “returning to the meritocracy”Director pay - they are paid like NEOs on a pro rata basis after vestingNon profit board interlocks36,492 new loops added - increase of 33% from board interlocks alone95 companies had ZERO loops outside of nonprofitsCEOs and Chairs, the jump was from 4-5% to 15-17%Lead “Independent” directors, independenceAverage tenure for LID is 15 yearsStatutory independence is stupidly myopic - SEC redefinition as “social independence” really a disclosure problem, not regulatorTesla case in pointCEO succession dataActive director with the most transitions: James Hance (8), Jim Kilts (8)Director with the most fails: the Icahn family!  Brett Icahn at 4 transitions, ALL failed in one way or anotherJeff Stein at Ambac has one transition, but somehow managed to have three separate shareholder dissent flags (activist, engagement, votes against)Finally, Roger Moore at Verisign has done 5 transitions, and 4 of them resulted in the CEO staying 3 years or less before leavingPlus30sTrend of adding directors inside of 30 days of AGM completionHappens at classified boards, where directors have strong network power, and there are less insiders on boardsFavorite company: Parker HannifinOf the 25 connections between directors in the last decade, 16 of them go through NordsonNordson headquarters are in Westlake, Ohio - Parker Hannifin headquarters are in Cleveland, a 45 minute drive away4 of the 9 independent directors are inside 250 miles of headquartersWhen we factor in college/graduate institutions, 66% of the directors have lived, learned, and worked within 250 miles of Parker HQ, and half of them are under 200 miles away - A DRIVE!The influence of directors JUST FROM OHIO is 40% of the board

Trade Wire - BUY/SELLTop Stories:Netflix Rejects Jay Hoag’s Resignation, saying “Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders” despite the glaring flaw in its logic that 79% of stockholders said NO.In new hires:DTE Energy announced that COO Joi Harris would be the new CEO, succeeding Jerry Norcia, who will become executive chair. Joi is a double ceiling breaker: becoming the first black woman in the role.UDR’s new CFO is David Bragg, who lasted only 16 months as CFO at Roots Management Group from March 2024 to June 2025.The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation.The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions.Starbucks appointed two uber-networked directors to its Board of Directors:Dambisa Moyo is on the boards of Chevron Corporation and Condé Nast and previously served on the boards of SABMiller, Barclays Bank, 3M, and Seagate Technologies. Marissa Mayer previously served as CEO and director at Yahoo!. Mayer currently serves on the boards of Walmart, AT&T, and Hilton Hotels & Resorts. She also served on the board of Nextdoor.In ‘circumventing the alternative democracy’ news:Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting. Democracy avoided.Similarly, PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.Also waiting 19 days was MicroStrategy, who snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.In ‘here’s some more money for hanging around’ news:Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M.Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median.Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M.Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program.And finally, in a tribute to simpler times, here’s the announcement: “On May 20, 2025, at the Contractor Connection RESTORE Conference, Larry C. Thomas, global president of Platform Solutions of Crawford & Company announced his plans to retire from the Company effective at the end of the year. Mr. Thomas has been with the Company since 1983.”Retiring at a conference; seems so old-fashioned<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHISS 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 vote: Wielansky (99.6% YES) and Freed (98.8% YES)ISS Supports Compelling Case for Change to AstroNova Board of DirectorsISS finds “change at the Board level is warranted to improve independence and oversight”2024 vote: 97% YES for entire board last yearISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman.2024 vote: Against: 2.4%; Abstain: 12.1%Texas Enacts New Law to Regulate Proxy Advisory FirmsSB 2337 aims to limit proxy advice based on "nonfinancial" factors such as ESG and DEI and requires proxy advisors to provide a "specific financial analysis" for any recommendation in opposition to management's position.And lastly, Lamb Weston reached a settlement with Jana Partners allowing the activist investor to add six new directors: four Jana candidates and two other mutually agreed-upon directors.The Jana candidates include Timothy McLevish, a former Lamb Weston executive chairman and Jana's portfolio manager Scott Ostfeld.The other additions are: Bradley Alford, a former Nestle USA CEO who will become chairman; food industry executive and Continental Grain adviser Ruth Kimmelshue; and the two new mutually agreed on directors are Lawrence Kurzius and Paul Maass, who both have food industry experience as top executives. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 33 large-cap annual meetings over the past 2 weeks:16 total SHPs: but from only 9 companies, meaning 24 meetings had zero SHPsOnly 2 “wins” overall:Vertiv Holdings:Joseph van Dokkum 46% NOJacob Kotzubei 54% NO    Viridian Therapeutics51% NO increase equity plan by 8M shares 7 “moral” victories (over 30%): EBAYcall a special meeting 49% YESEquity Incentive Award Plan 45% NOBJ's Wholesale ClubGHG emissions reduction 30% YES: Trillium ESGFirst SHP since its 2018 IPODELTA AIR LINESAct by written consent 42% YESCOSTAR GROUPtransparency in political spending 33% YES46% NO PayANSYSAct by Written Consent 41% YESThe shareholder disconnects:COSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO PayIonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for voteThe shareholder connects?DELTA AIR LINES: Act by written consent 42% YESANSYS: Act by Written Consent 41% YESThe directors : 5 over 20%LosersCore & Main: Gipson 35% NO (classified)Okta: Epstein 29% NO (classified)Viridian Therapeutics: Gheuens 23% NO (classified)BIOGEN: Dorsa 22% NO; Rowinsky 22% NOFreire 17% NO; Hawkins 17% NO; Langer 17% NO; Mantas 19% NO; Sherwin 17% NOCOMCAST: Baltimore, Jr. 21% NO; Bacon 25% NOBell 15% NO; Honickman 16% NOVEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NOVertiv HoldingsJoseph van Dokkum 46% NOchairman of the Nominating Committee: 1 woman; 9 menJacob Kotzubei 54% NOMr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstancesCrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)              WinnersRobinhood Markets: John Hegeman 99.94% YESDell Technologies: David Grain 99.93% YESThe oddities:Smallcap: Red Cat Holdings: 4 out of 5 directors about 57% NO; Thompson 2% NOCEO Jeffrey Thompson controls 14% of voting powerMastercard:racial equity audit report 11% YES: SEIU MasterTrustaffirmative action risks 0.4% YES: National Center for Public Policy ResearchCOMCAST: CEO pay ratio factor 4% YES; independent chair 27% YESKROGER:discarded cigarette pollution 9% YES: Sister of St. Francis of Philadelphiathird-party mandated framework on U.S. farmers 15% YES: Domini Impact Equity Fundsafeguarding the privacy of consumer health data 14% YES: Rhia VenturesNVIDIA:eliminate holding period requirement to call a special meeting 7% YES: John Cheveddennew director election resignation governance policy 18% YES: The New York City Carpenters Pension Fundmodify existing reporting on workforce data 18% YES: Trillium ESG Global Equity Fund<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTMATT:The Plus30sDamion steadily pulling directors added to boards right after AGMsWhy it matters: Most vesting, turns out, isn’t 1 year, it’s “directly prior to the annual meeting” and pro rata from start dateDirectors get nearly full salary PLUS fully vested stock before ever getting a voteDirectors are added often as part of board expansion without vote - investors are voting entirely on incumbent slatesThe owners don’t choose their representatives, the representatives choose themselvesThe average director tenure for a large cap company is about 7 years - that means nearly 14% of the average tenure is over before investors weigh inI got to asking how often this happens - and are there patternsMethodology:Get AGM dates in the last 5 yearsGet director start dates in the last 5 yearsFind all non-executive directors that started 30 days or less after the AGMHow many directors have a year of no accountability?Find the nom chair at the time of the electionAre there nomination chairs that do this repeatedly?ResultsTotals:Average days for director adds (plus/minus the AGM) is 9090 days before or after the AGM on average, directors get added292 directors added within 30 days post AGM in 5 years79 times, directors were added INSIDE A WEEK of the AGM227 companies added those directorsThe companies with multiple directors in a single year are often merger agreements29 companies added directors ONE DAY after the AGMWorst of the worst: Rockwell AutomationOnly US company to do this three years in a row - 2022, 2023, 2024 - classified boardIn 2022, Robert Soderbery added after board expansion ONE DAY after AGMNot in proxy, no mention of expansionKalmanson chair of nom committee, Holloman, Kean, and Payne on itIn 2023, Phillip Holloman retired the day of the AGM, the replacement director Alice Jolla was added ONE DAY after the AGMHolloman on the proxy, no mention of retirementJolla not in the proxyKalmanson nom chair, Gipson, Holloman, Keane on committeeIn 2024, Rockwell expanded the board AGAIN adding Tim Knavish ONE DAY after the AGMIt was not discussed in the proxy, nor was Knavish up for voteBill Gipson nom chair with Jolla, ParfetCommon directors:Parfet was lead “independent” chair at 15 year tenureKeane on the board for 12 years, on and off nom committeeMoret CEO for 7 years - but this seems like the Parfet show Pattern 1: classified boards48% of the boards are classified - so directors already have limited accountability, and that’s 40% more than companies who HAVEN’T done thisSo about HALF of the director adds won’t see a vote for nearly TWO years or more rather than onePattern 2: board expansionBoard expansion right after the AGM is unusually common among these companiesPattern 3: network powerThe boards that do this tend to be highly networked and powerful boards - 16% more network power on average than non Plus30sPattern 4: LESS insiders on the boardBy 15% on average - which seems surprising unless you think of these being “board run” companies, not management run?  It gels with seeing more Socialist boards (boards run by the committees rather than management)DirectorsTwo directors stand out as having this done TWICE at two different companies in the last five yearsJodi TaylorMister Car Wash, Inc - added 7 days after AGMJM Sucker - added 1 day after AGMJorge TitingerFormfactor Inc - added 24 days after AGMIchor Holdings - added 20 days after AGM

Trade Wire - BUY/SELLTop Stories:The moneyIn response to angry shareholders:Two weeks after 60% of Warner Bros. Discovery shareholders rejected CEO David Zaslav’s $52M pay plan, the Compensation Committee restructured his plan using Hollywood’s latest CGI, special effects, and most seasoned stunt doubles: his new plan reduces his annual pay targets significantly–from $37M to $17M if he hits 100% of his targets–but the devil is in the details as he is eligible for $37M if he reaches 200% of his targets and is getting a massive option grant of 21 million shares at an extremely low strike price of around $10 per share, giving him the theoretical opportunity to make $1.4B if Warner Brothers’ share price regains its 2021 high of $77.To walk in the door:Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity.While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary.Boeing’s longest-tenured director Lynn Good joins the Board of Morgan Stanley just two days after the crash of a Boeing 787 Dreamliner in India killed more than 200 people.Yum! Brands CFO Christopher Turner has been promoted to CEO to replace David Gibbs. In doing so, the company skipped right over Chief Operating Officer and Chief People & Culture Officer Tracy Skeans who has been at the company 20 years longer than Chris and in her dual roles oversees two key industry areas of risk in customer experience and labor management.Maybe we have Yum! Brands Chair Brian Cornell to thank for this decision? As CEO of Target Brian has overseen the company’s recent demise due partially to customer-alienating decisions surrounding the lack of support for Gay Pride and the sudden abandonment of the company’s DEI policies due to the perceived threats from a US election.At Yum Brands’ annual meeting last month Chair Cornell received 17% votes against his reelection, more than 3 times greater than any other director.Continuing to follow the trend of large cap companies with only 2 women on the board:Thomas Frist, III is stepping down at VeriSign, a board with only two women. Will they take this opportunity to replace him with a woman?Same thing at Nutanix where Brian Stevens just stepped down on a board with only two womenAnd at Live Nation Entertainment where Greg Maffei’s 33% influence just left the board.Affirm Holdings, however, is keeping the board at two women ignore the problem by replacing retiring director Keith Rabois with Richard Galanti, keeping its board below the accepted minimum threshold of three women on the board.And finally, Pitney Bowes has cleverly circumnavigated shareholder approval as it appointed Brent Rosenthal to its Board only a month after its annual meeting in May.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investor  , which owns about 1% of Victoria’s Secret, is arguing that the company has failed to realize its potential since its separation from its parent company, L Brands, in 2021. Specifically, CEO Hillary Super “has limited chief executive and public company experience with only a brief tenure in intimate apparel.”CEO Hillary Super (September 2024-)CEO, Savage X Fenty, intimates retailer, 2023 – 2024CEO, Anthropologie Group, 2020 – 2021Global President, Anthropologie Group, 2019 – 2020Co-President, Anthropologie Group, 2018 – 2019President of Women Apparel, Accessories, Beauty and Bridal, Anthropologie Group, 2017 – 2018 Six directors sat on the board during the company's decline and the remaining two independent directors "have limited experience successfully scaling global consumer businesses … We believe that Victoria’s Secret requires a reconstituted Board comprised of directors with proven experience in brand revitalization, operational execution, international expansion, and shareholder value creation … “ [the retailer] should consider replacing a majority – if not all – of the Board with independent directors who bring relevant backgrounds, fresh perspectives, and a strong track record of value creation."8F/2MChair Donna James, (2021-); (L Brands: the former parent company of VS&Co, 2003 – 2021)Chairman George Mayes was voted out and then resigned at  Forward Air’s annual shareholder meeting last week. Directors Javier Polit and Laurie Tucker have also stepped down despite receiving a majority vote. The Board has appointed Jerome Lorrain as Executive Chair and Paul Svindland as Lead Independent Director.Ancora Holdings, which owns a 4.1% stake, previously said the three “unfit legacy directors” cannot be trusted based on their “history of inaction, failed oversight and highly problematic decisions,” blaming them for the company’s decision to pursue the Omni Logistics acquisition in August 2023. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 45 large-cap annual meetings over the past week:30 total SHPs: but from only 13 companies, meaning 32 meetings had zero SHPsNearly half (13) came from Alphabetonly 3 on G4 on AIequal shareholder voting 31% YES (highest YES vote)A stockholder proposal presented at the 2025 Annual Meeting but not included in the 2025 Proxy Statement regarding a report on implementing AI app preload capabilities into Android OS 0.000273% YES (lowest)342|12,515,614,679|127 of 45: zero shareholder proposals and zero shareholder dissent.Only 2 wins overall:Fidelity National Financial: elect each director annually 93% YESMONOLITHIC POWER SYSTEMS: call a special shareholder meeting 58% YES7 “moral” victories (over 30%): Alphabet: equal shareholder voting 31% YES96.1% of Class B shares (10 votes) held by Larry Page/Sergey Brin/Eric Schmidt/John Doerr=57.3% voting power; 73% on non-class B voted YESMarvell Technology: Independent Board Chairman 38% YESCORPAY: independent Board chair 39% YESFortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YESFidelity National Financial: (MGMT Prop) redomestication of the Company from the State of Delaware to the State of Nevada 34% NOChipotle Mexican Grill: 45% NO on Pay“One-time retention awards” on August 2024 after Brian Niccols left: $38M aggregate to NEOsCORPAY: 47% NO on PayThe shareholder disconnects:Chipotle Mexican Grill: lowest director 4% NO Fili-Krushel & 45% NO on PayTarget: lowest Cornell 9% NO and Stockton 5% NOThe shareholder connects?Marvell Technology: Independent Board Chairman 38% YESCORPAY: independent Board chair 39% YESFortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YESThe directors : 5 over 20%Regeneron Pharmaceuticals: Brown 27% NO (classified)Natera: Gail Marcus 29% NO; Roy Baynes 19% NO (classified)Pure Storage: 64% NO Scott Dietzen; 21% NO Charles Giancarlo; John Murphy & Greg Tomb 18% NO (classified)Dietzen Vice Chairman and Former CEO (2010-2017) and on Nomination and Risk Committees; referred to as "Independent"CORPAY: Joseph W. Farrelly 26% NOAlphabet: Larry Page 19% NO (44% NO)Page/Brin 52% Voting Power The oddities:The oddities:<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTNVIDIAFounder firm, top of its game, on any given day largest company in the world at 3.5tn cap - with no governance of its founderCould Nvidia be the next Tesla?Similarities:AI meme wave - trades at a 40-50 P/E ratio, which was a 140 P/E (Tesla traded at 40-50x before they started losing money, now at a 180)Deeply entrenched boards (more on that)Deeply oversized pay packagesStanfordBoth immigrantsDeep relationship WITH MuskOutsized, leather jacket wearing CEOsKissed Trump’s ass about tariffsFrom 2018: US chipmaker Nvidia's founder and Chief Executive Jensen Huang said curbing China's technological development could not be achieved by adopting heavy tariffs.From May: “Obviously, I don’t know all of his ideas, but let me tell you about two that are incredible,” answered Huang. "The first one is utterly visionary. The idea of tariffs being a pillar of a bold vision to re-industrialize to onshore manufacturing and motivate the world to invest in the United States is just an incredible vision.”Deep dive into founder boards - who do we hire to work with outsized, unique, long-term foundersDefining “Founder boards”152 US founder firms that IPOed 10+ years ago“Mature” public founder firmsNot controlled companies - 1 share, 1 vote or no majority shareholderIncludes Nvidia, Amazon, Tesla, not Meta, Berkshire, Oracle, Nike1,395 US non controlled, non founder firms (the control group)FindingsSurprising things that are the same between founder boards and non founder boardsSame percentage of VCs on the boards on average - speaks to the importance of private marketsNo age differences on averageNo gender gap difference on average after adjusting for founder and CEO power - this surprised meWhen you include founder power on boards, it definitely skews to much larger gender power gaps, but adjusted shows that if NOT for the founder, you’d have near parityIn fact, in the control cohort, the power gaps are better as soon as you exclude CEOs, too - the fact that men hold the vast majority of the top positions everywhere is THE LARGEST difference in power gaps on boardsSolution: no CEOs on boards, you’ll have better power parityBiggest differencesFounder boards skew long tenured - 15% of founder boards have more than 15 years tenure, compared to 12% of the controlVCs stick around longer - 46% of VCs on the board stay more than 10 years vs. 36% for controlVCs in general have longer tenureFounder boards tend to underperform on earnings, outperform on TSRFounder boards rely LESS on connections to one another - it’s only the connection to the founder that mattersSummary thoughtsBoards operate in one of two ways: fetishize the most powerful person in the room (founder, CEO) OR as a social club (high degree of interconnectedness)Nvidia needs governance now, not later…Nvidia is an outlier - nearly 60% of the board is long tenured, with 33% of board more than 15 year tenures - only other company this bad is Netflix at mega caps - all of which were original investor VCsTench Coxe - like Robyn Denholm - has not only been around for 30 years, his shareholdings have made him a billionaire from just this companyHarvey Jones and Brooke Seawell haven’t just been at Nvidia for more than 30 years EACH - they worked together at Synopsis in the 1990sOf the 13 directors, 8 have been on the board at least 10 years - the average tenure of the Nvidia board is 13 years, and 62% of it wouldn’t be considered independent in the UKIf our advice at Netflix was to break up the lack of independence - and investors have rewarded Netflix with a lower average vote for directors than peers (94% vs. 96% average), and the longest tenured directors get 90% routinely over the last decadeJust on its face, who makes decisions:Ex head of marketing for NFL and former food executive (Dawn Hudson)Ex 31 year Taco Bell executive (Melissa Lora)Two professors (John Dabiri, Persis Drell)Ex NASA engineer (Ellen Ochoa)Lawyer (Stephen Neal)Ex CIO of a drug company (Aarti Shah)FIVE 1990s/00s tech and VC bros - all bros - Rob Burgess, Tench Coxe, Harvey Jones, Brooke Seawell, Mark Stevens - most of whom have been with Jensen Huang for 30 yearsThis is easy - break up the 90s tech VC fraternity block:Vote out Brooke SewellVote out Harvey JonesVote out Tench Coxe

Trade Wire - BUY/SELLTop Stories:The moneyTo keep working:Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. FairbankTo walk in the door:Newly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses.Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him?To walk out the door:Texas Roadhouse CFO D. Christopher Monroe is waving the white flag after less than 2 years at the job and still gets $1M.And finally, we’re tracking new ways companies are Circumventing the alternative democracy:International Flavors & Fragrances adds Virginia Drosos to the board as well as to 3 board committees only once month after their annual meeting in MayThe Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit CommitteeAnd American Water Works Company didn’t even wait a month before increasing the size of the Board to nine members and appointing Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee of the Board.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHPenn Entertainment shareholders are getting conflicting messages from ISS and Glass Lewis on how to vote on activist investor HG Vora’s three dissident nominees: [Carlos Ruisanchez, Johnny Hartnett, and William Clifford to Penn’s board].ISS and HG Vora are saying YES to all three while Penn and Glass Lewis are saying NO to former Penn CFO William Clifford (2001-2014).Penn is also saying they shrunk their board from nine to eight directors so don’t even bother trying: it sounds like the courts will decide this one because Clifford is running unopposed and will certainly be getting at least one vote, which makes him the hypothetical winner for the ninth chair.ISS said: “The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board’s ability to effectively oversee management during the push into interactive … There is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition.”Glass Lewis said: “We believe certain aspects of Clifford’s profile may overlap with existing or anticipated members of the board … The board’s assertion that his background is not sufficiently differentiated — and its unanimous decision not to support him despite backing two other dissident nominees — raises questions as to whether he would bring distinctive value at this time.”Penn said: during Clifford’s time as CFO he argued against the introduction of a loyalty program, which later became a lucrative addition to Penn’s business. And that “during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions.” Activist investor BBRC Worldwide, which controls 13% of Victoria’s Secret, is yelling at the company’s board for “failing to adequately demonstrate meaningful accountability despite clear evidence of boardroom lapses.”BBRC is specifically targeting insufficient board independence and excessive chair tenure, namely Donna James’ 20 years as board chair: “Rather than waiting for stockholders to force change through a proxy contest, shouldn’t the Board proactively address the governance red flags that Ms. James’s tenure represents by committing to removing her as Chair immediately and refreshing the Board?”BBRC also addressed the recent cybersecurity incident that forced the company to take down its website for several days and ultimately resulted in a delay to first quarter results, an event that BBRC said “may have been preventable with proper precautions.”“The Audit Committee has been delegated primary responsibility for the Board’s oversight of cybersecurity and related risks.”Sarah Davis*: no cybersecurity expertiseDonna James: no cybersecurity expertiseIrene Chang Britt: no cybersecurity expertiseLauren Peters: “Cybersecurity Oversight” skill (former CFO at Foot Locker (2011-2021); only director with this skill listed  <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 41 large-cap annual meetings over the past week:21 total SHPs: but from only 10 companies, meaning 31 meetings had zero SHPs57% (12) came from Walmart (7; highest YES 7%; lowest 0.37%) and Netflix (5)25 of 41: zero shareholder proposals and zero shareholder dissent.Only 2 wins overall:Simple Majority Voting: HUBSPOT INC (51%)NETFLIX: 78% NO Jay Hoag4 “moral” victories (over 30%): Say on PayANTERO RESOURCES Corp (30% NO)DEVON ENERGY CORP/DE (35% NO)PayPal Holdings, Inc. (34% NO Equity Incentive Plan)Shareholders ability to call a special meetingNETFLIX: 42% YES for a call a special meeting proposal that was called"Proposal that Won 45% NFLX Shareholder Support"; 0.45% YES Affirmative Action RisksSay NO to Racist ShitA blatantly racist Affirmative Action Risks SHP at Netflix filed by the National Center for Public Policy Research garnered 0.45% supportThe shareholder disconnects:DEVON ENERGY: lowest NO 6% Mosbacher; 35% NO on Paycall special meeting: PayPal (44% YES) vs. DEVON ENERGY (8% YES)The shareholder connects?ANTERO RESOURCES: 30% NO Pay30% NO Lead Director/Nomination Committee chair Benjamin A. Hardesty24% NO Pay Committee Chair Robert J. ClarkESG Committee Chair Vicky Sutil 1% NO (classified)The directors : 7 over 20%NETFLIX: 78% NO Jay HoagExpedia Group: 23% NO Craig JacobsonCG Oncology: 44% NO James J. Mulé (classified)PROCORE TECHNOLOGIES: 24% NO Brian Feinstein (classified)ANTERO RESOURCES: 30% NO Benjamin A. Hardesty; 24% NO Robert J. Clark (classified)MP Materials: Connie K. Duckworth 24% NO; Maryanne R. Lavan 19% NO; General (Retired) Richard B. Myers 19% NO (Classified)Reddit: Sarah Farrell 99.93%The oddities:The oddities:NetflixJay Hoag (1999-; 2 years after Reed Hastings)“The Board held four meetings during 2024. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees, other than Jay Hoag who attended 50%.”The Board held four meetings during 2024The Nominating and Governance Committee of the Board consists of four non-employee directors, Messrs. Hoag (Chair)Each member attended all the Nominating and Governance Committee meetings held in 2024, other than Mr. Hoag who did not attend one meeting.The Nominating and Governance Committee met two times in 2024.Currently holds $451M in Netflix stockPrior votes:2024: 9% NO2023: 23% NO2023: overboarded: Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton71% NO on Pay2022: N/AMGMT proposal to declassify the board 99.6% YESMGMT proposal to eliminate supermajority voting provisions 99.6% YES73% NO on PaySHP Lobbying Activity Report 60% YESSHP simple majority vote 58% YES2021: N/ASHP political disclosures 80% YESSHP simple majority vote 90% YES2020: 55% NO2020: simple majority vote: “This proposal won more than 80% support 4-times at Netflix since 2013: 2019- 88%, 2016-82%, 2015 -80%, 2013 -81% But our governance committee has not yet put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy and gave governance committee Chairman Jay Hoag a negative vote of 48% in 2018 while he was running unopposed.”SHP simple majority vote 73% YES2019: N/ASHP simple majority vote 88% YES2018: N/ASHP simple majority vote 84% YESBinding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 71.4% of vote YES2017: 49% NO2017: “Lead Director Jay Hoag's long tenure and the fact that he was an early investor of Netflix, may compromise his independence. Less than 51% of the votes supported his election in 2014. Moreover, Mr. Hoag's Crossover Ventures provided early-stage funding to Zillow and Expedia, two companies founded by Mr. Barton. Hoag and Barton served together on the board of Zillow.”SHP repeal classified board 63% YESSHP simple majority vote 63% YESBinding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 64.2% of vote YES2016: N/ASHP repeal classified board 83% YESSHP simple majority vote 82% YESSHP majority voting policy 87% YES2015: N/ASHP repeal classified board 80% YESSHP simple majority vote 80% YES2014: 49.7% NOSHP repeal classified board 82% YESSHP Independent board chair 47% YESSHP majority voting policy 82% YES2013: N/ASHP Independent board chair 73% YESSHP repeal classified board 88% YESSHP simple majority vote 81%SHP majority voting policy 81% YES2012: N/ASHP repeal classified board 758% YES2011: 91%SHP majority voting policy 72% YES2010: N/A <THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTAttendance, the stupidest of indicators:As far as I can tell, attendance is one of the primary drivers of director fail votes - and it’s such a low bar as to be laughably attainableDirectors generally need to attend at least 75% of meetings - that means, roughly, 4-6 board meetings and any committee meetings… figure 20ish meetings a year, they have to make at least 15While most companies don’t explicitly say it, the ones that do indicate that attendance can be done “in person or via video conference” - so they could be home with COVID on the phone and it counts as attendanceIn the last year in our data of US large cap company directors - about 550 companies and 4,700ish directors - there were 9 directors that were up for a vote (not part of an excluded class) at single class, non controlled companies that failed attendanceThis includes two directors that were excused from meetings for medical reasonsThat was 7 chances for investors to register their disgust that, even with camera off Zoom as an option, the directors could not muster the time to attend 75% of their meetings even while getting paid, on average $250,000 a year in summary pay and generally much more after share vestingThe results of those votes:Not only did ZERO of those votes fail, but the lowest vote was actually 63% - not even close.  In fact, Tiffany Hall at Monster Beverage got 99.67% of the vote despite failing attendance.  Two things are true: first, even investors don’t hold directors to the barest minimum standard - you could take a video call from your phone in an airplane bathroom while on mute with no camera and it would count as having gone to the meeting, but seven times in 2024, directors couldn’t make more than 3/4s of meetings?  You couldn’t muster enough to vote out these directors?Second, this is one of the PRIMARY DRIVERS of NO votes against directors at scale - there are basically only two reasons why investors vote no at levels greater than 20%: activist investors point out how compromised and underperforming the directors are, or they couldn’t show up to ¾ of the meetings.  That’s pretty much it.Which is what makes the vote against Jay Hoag, Lead Independent Director at Netflix, so jarring… it took the litany of what Damion described for investors to finally get the courage to vote no on a 25 year tenured lead “independent” director who ignored investors for a decade.So what are investors this week going to do about this? This week you have a shot to vote NO on attendance - or to vote NO for other, better reasons:Vertiv Holdings, $27bn cap, infrastructure for data centers (cooling, racks, enclosures, etc)In the year ended December 31, 2024, all but one member of our Board of Directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director) and (ii) the number of meetings held by all Committees of the Board of Directors (during the periods that he or she served on such Committees). Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances. As further described herein, Mr. Kotzubei does not serve on any of our Committees.Director performanceJacob Kotzubei4% influence, Vertiv and Ryerson Holding boards.570 TSR, .451 earningsDidn’t go to the meetings, but doesn’t matter much to anyone according to the influence numbers - he serves on ZERO committees?  There were only FOUR board meetings for the YEAR!We know Kotzubei is connected to Roger Fradin through other boards and that’s his only source of influence in the dataPaid $510,550 in summary compensation in 2024… for two meetings… roughly 255k per meeting.Assuming they were 6 hour meetings, and assuming he did maybe 8 hours of prep for each, he made $18,233/hour.  Or one median Walmart employee in two hours on the board.You COULD vote out Kotzubei for missing meetings despite having so few to go to… OR… Worst board performer: Roger Fradin, .428 TSR, .471 earnings, 13% influenceConnected to 30% of the board, along with David CoteWorked UNDER Cote at Honeywell for more than a decade, not even remotely independentOr.. David Cote as Executive Chair was sitting on Business Roundtable, Council on Foreign Relations, Economic Club of NY - he’s very connected, and is on the Composecure board with both Joe DeAngelo and Roger Fradin - Resolute Holdings, run by Cote, owned ComposecureCote put his son John on the Composecure boardCote was Honeywell CEO for 15 years from 2002 to 2017, lead a Goldman-backed SPAC from 2018 to 2020 when it became VertivHe’s an executive at THREE companies - Resolute (a holding company), Composecure (which makes metal and physical credit cards), and Vertiv (which makes parts for IT infrastructure)Higher influence than the CEO - 23% to 15%Girodano Albertazzi is somehow the “CEO” of VertivWorked under board member Edward Monser at Emerson ElectricDirector skillsThe majority of the board is SPAC finance brosKotzubei and Matthew Louie from Platinum EquityJakki Haussler from Opus CapitalJoe Van Dokkum from Imperative Science VenturesOr irrelevant…Steven Reinemund came from retail food, is a Dean at Wake Forest nowEngineering and Technology rates at just 7% of influence overall, with only 3 directors even having it as a background knowledgeOnly 2 directors have Production and ProcessingBigger backgrounds in Building and Construction, Mechanical products, and EconomicsRecommendations?You COULD vote out on attendance for Kotzubei, or…You could vote on the fact that this is a highly compromised board, controlled by its Executive Chair, with a puppet CEO and stacked with irrelevant SPAC appointeesVote no on Cote, Fradin, and sure, Kotzubei for one less SPAC guyUpcoming:Larry Summers, of women aren’t as smart as men fame, at Skillsoft, AGM in July, but he’s a class II director and it’s a class I yearWilbur Ross, ex Trump Commerce Secretary at Coya Therapeutics, but he’s a class I director in a class III yearKeurig Dr. PepperOur Board met 10 times during 2024. Each current director attended at least 75% of the total number of meetings of the Board and committees on which such director served that were held during 2024 while the director was a member, with the exception of Mr. Michaels due to health reasons.

Trade Wire - BUY/SELLTop Stories:Let’s start with the golden hellos:Zscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUpNew FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity.The Compensation Committee at UnitedHealth Group cancelled the performance-based restricted stock units granted to former CEO Andrew Witty, a shrewd financial move considering the committee just gave boomerang CEO Steve Hemsley $60M in options to help clean up a mess that he was instrumental in creating and cultivating.After only two years on the job, Equifax EVP Todd Horvath steps away with a lump-sum cash severance payment of $2.9 million, representing approximately two years of his annual cash compensation and a prorated portion of his annual incentive award for 2025. While his unvested equity awards were forfeited upon his separation from the Company, he will still receive $3.2M cash as part of his new hire “make whole” equity award which was intended to compensate him for foregoing unvested equity at his prior employer. You literally can’t lose I guess if you’re an executive at a publicly-traded company in the US.22 days after the company’s annual meeting where shareholders vote on the election of directors, Uber Technologies appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating and Compensation Committees alongside board chair Ron Sugar.And finally, let’s end with some practice vs. theory:Here’s a best practice that should be universally adopted: Quantum Corporation CEO James Lerner stepped down and Under the terms of his offer letter, he is required to resign as a director of the Company when he is no longer serving as the Company’s CEO.Norfolk Southern Claude Mongeau resigned from the Board for personal reasons. The Board will appoint a successor Board Chair at its next scheduled meeting later this month. Notice that “the board will appoint” rather than “the shareholders will elect.” Why don’t we have a separate vote for board chair in the US?And lastly, proving that long-tenured directors should not be considered independent of the companies at which they serve, Skyworks Solutions appointed Robert Schriesheim, director since 2006, as interim CFO.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investor Daniel Mangless failed in his bid to add two additional contested directors to the board of Zevra Therapeutics. Despite owning just 3% of the Company and having already had three nominees elected to the Board in 2023, Daniel wanted to form a board majority with his nominees Arthur Regan and former Zevra CEO and co-founder Travis Mickle. (we last saw travis Mickle in The Tai Driver so it looks like he turned his career around.)Proving once again that the performance of directors DOES matter (although it takes an activist investor campaign for the company to admit as much), here’s what Zevra had to say:“Mr. Mangless’ nominees … have track records of destroying stockholder value in public company leadership roles. During Regan’s tenure as a director at US Wats, US Wats’ stock price fell 63.9%. While Dr. Mickle was CEO of Zevra, its stock price plummeted 97.4%.”They also assert in a filing that the primary reason to be against Regan is that he has “no life sciences industry experience or knowledge.” Which nearly makes the case to re-assess thousands of US directors who similarly lack industry experience at their respective board seats.All three leading proxy advisories supported the company’s nominees:ISS added, “...the board’s concerns about having a former CEO on the board and potential disruption are valid.”Which nearly makes the case that the majority of former CEOs on boards may be disruptive Glass Lewis highlighted, “Mr. Regan has limited, dated, and unrelated public board service,” Ironic considering Regan serves as CEO and founder of Regan & Associates, proxy solicitation/shareholder services firmGlass Lewis also said that “publication of certain social media activity by Mr. Regan appears to suggest something of a blithe approach to compliance...” while the company criticized Regan for his “erratic nature, as seen in his online posts [which] could cause serious risk to Zevra’s reputation, performance, and momentum.” Are they talking about Elon??The company also added that “as a proxy solicitor, he was unaware of, or simply ignored, SEC solicitation rules clearly requiring him to file his online soliciting posts.” Again, are we making the case against Elon? Egan-Jones also questioned the relevant expertise of Mangless’ nominees, stating, “…we do not believe Mr. Regan’s background in proxy solicitation offers meaningful value in the context of Zevra’s boardroom.” Again, opening the door to examine “the relevant expertise of all board nominees.”In the end, the contested nominees got about 25% support while the Zevra directors got about 74%. Not sure why you’d want to piss off Travis Bickle. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 36 large-cap annual meetings over the past week:25 total SHPs: but from only 9 companies, meaning 27 meetings had zero SHPs36% (9) of these came from one company: Meta Platforms19 of 36: zero shareholder proposals and zero shareholder dissent.Only 1 win overall:Say on PayWarner Bros. Discovery, Inc. (60% NO)A combination of financial underperformance and ludicrously annual increases in CEO pay undid David Zaslav’s $52M pay package (up from $39M just two years ago)7 “moral” victories (over 30%) mostly in Say on Pay: Say on PayDigitalBridge Group, Inc. (33% NO)DOCUSIGN, INC. (44% NO)Carlyle Group Inc. (30% NO)AXON ENTERPRISE, INC. (33% NO)Arista Networks, Inc. (38% NO)UNITEDHEALTH GROUP INC (40% NO)Shareholders ability to call a special meetingBooking Holdings Inc. (49% YES)The shareholder disconnects:UNITEDHEALTH GROUP INC (40% NO on Pay):Flynn 13% NO; Noseworthy 14% NOboard average 6% NOHemsley 7% NO Carlyle Group Inc. (30% NO on Pay) but lowest director 94% YESWarner Bros. Discovery, Inc. (60% NO on Pay) but only two directors with low votes: Anthony J. Noto 29% NO; Pay Committee Chair Paul A. Gould 13% NOThe shareholder connects?Arista Networks: 38% NO on PayYvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NOClassified, but Scheinman and Giancarlo on Pay CommitteeAt least they blamed somebodyAXON ENTERPRISE: 33% NO on Pay & Pay Committee Chair Hadi Partovi 23% NODOCUSIGN: 44% NO on Pay & Pay Committee Chair Blake Irving 42% NOSoFi Technologies: 24% NO on Pay & Board CHair Tom Hutton 23% NOThe directors : 4 over 20%, 3 over 30%; 1 over 40% (about 360 directors: 2% over 20%)Arista Networks, Inc. (Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO)Warner Bros. Discovery, Inc. (Anthony J. Noto 29% NO)AXON ENTERPRISE, INC. (Hadi Partovi 23% NO)FTAI Infrastructure Inc. (Judith A. Hannaway 36% NO (classified))DOCUSIGN, INC. (Blake J. Irving 42% NO (classified))SoFi Technologies, Inc. (Tom Hutton 23% NO)The oddities:The oddities:Meta Platforms:MGMT:25% NO on equity plan11% NO on Pay71% want Say on Pay every 3 yearsSHP:Dual Class Capital Structure 26% YESDisclosure of Voting Results Based on Class of Shares 21% YESReport on Hate Targeting Marginalized Communities 15% YESReport on Child Safety Impacts and Actual Harm Reduction to Children 13% YESRisks of Deepfakes in Online Child Exploitation 6% YESAI Data Usage Oversight 10% YESData Collection and Advertising Practices 11% YESProving Matt’s proponent theory:Merck: tax transparency report 23% YES: Sisters of the Holy Name of Jesus and MaryJUNIPER NETWORKS: list more candidates than the number of directors to be elected 3% YES: Jing Zhao: “One of the core problems of corporate governance is that American corporate boards are not democratically elected”DOLLAR GENERAL: employee access to timely, quality healthcare 8% YES; As You SowRoblox: reincorporation of the Company from the State of Delaware to the State of Nevada 80% YES61% of voting power: David BaszuckiAuditor dissent?!Booking Holdings Inc. (11% NO; Pay 12% NO)<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTProxy pool this week104 US companies where we have data, 92 are not Totalitarian (single influencers)Caterpillar, TJX, Regeneron are largestTheme of the week: CEO SuccessionThe succession problem: There's a CEO succession crisis brewing.  From the article:CEO turnover is up, and it could get harder for some companies to find new leadersAt many companies, there has been a "collapse of the leadership pipeline,"Poor succession planning, job-hopping, and cuts to middle management could complicate CEO searchesNearly halfway through 2025, the number of CEO changes for S&P 500 companies is on pace to reach 14.8% for the year, according to data from The Conference Board and ESGAUGEAmong the companies that make up the broad S&P 1500 index, 44% of new CEOs in 2024 were external hires, according to data from the executive search firm Spencer Stuart. It's the largest share of outsiders since the firm began tracking the data in 2000.Measuring succession riskSo succession is at its highest level in years, the pipeline is weak, and companies are increasingly looking to outside hires - meaning the nomination committee and board has an actual role in picking new CEOsFrom Glass Lewis report earlier this year: Overall, S&P 500 companies that went through a CEO change in 2023 reported total CEO compensation averaging approximately $28.4 million for the year, compared to an average of $17.3 million at S&P 500 companies that did not.That’s $11.1m extra spend for investors to get a new CEO, and it doesn’t exclude golden parachutes on the other endNOM FAILURE IS EXPENSIVEDefine the riskHow to measure effectiveness of directors on succession?Captured company risk:Totalitarian companies are just pure succession riskFor as many that appear to go well (the Buffett 20 year succession process) there are those that go badly (the Howard Schultz and Bob Iger boomerang tours)Director fail rate:Directors that have gone through a succession at least once, did their replacement candidate last less than 3 years?Directors that have gone through succession at least once, did their replacement face one/all of the following controversies in the first three years?Executive turnoverAccounting investigations/failsShareholder dissent / activistsWhat are we up against this week?ACTIVE SUCCESSIONSFortrea Holdings ($2.7bn)Corsair Gaming ($1.1bn)INEVITABLE SUCCESSIONS?16 of 92 companies have CEOs with >=10 year tenure and are non-Totalitarian4 of 92 companies have more than 5x the average number of controversies of sector/size peers, two of which have CEOs >10 year tenuresOVERALL…This week’s vote alone has 21 companies where succession is active or inevitableWho’s best positioned?Don’t worry about…FirstCash Holdings, Inc.Generac Holdings Inc.Green Brick Partners, Inc.HCI Group, Inc.Each has at least 1 board member who has gone through succession with zero fails - all successions lasted 3+ years, there were no accounting investigations/flags in the first 3 years, Unknowns…Universal Health Realty Income TrustShift4 Payments, Inc.Current CEO tenure of 26 yearsGrand Canyon Education, Inc.Current CEO tenure of 16 yearsSabra Health Care REIT, Inc.Plymouth Industrial REIT, Inc.5 companies have boards who haven’t gone through a CEO succession at all, two of which aren’t REITsTargets…Corpay, Inc.A $20bn company where 36% of the board has been involved in a CEO transition, and all 36% have failed, at a company with a long tenured (24yr) CEOCEO Clarke on board of Dayforce with TWO other Corpay directors, where the CEO Ossip became co-CEO then unbecame co-CEO less than two years laterOne nom committee member - Rahul Gupta - has a whopping 6 accounting investigations, late filings, or other accounting flags resulting from his last transitionThree of the directors at Corpay who have transition failures have connections between each other through other boardsVote NO on Gupta and Hagerty, engage on CEO succession plan given Clarke is 69 years old and unlikely to continue in perpetuityOpendoor TechnologiesCompany has 8x average controversies of companies in its sector at its sizeAdam Bain on the nom committee has been at one failed transition, failed by virtue of excess executive turnover following the transitionLayup engagement target - engage nom committee now even if CEO only in place 2 years how they plan to replace if controversies continue, and how they plan on retaining key execsWilliams-SonomaLaura Alber, the CEO, has more than 50% influence on the board and it’s NOT a controlled company - and she’s the only member of the board with prior CEO transition at a public company, AND she failed at it, losing 5 more executives than expected given the CEO flip flopping at Salesforce (though Salesforce is Totalitarian, to be fair)Such is to say the board at WS has virtually no direct experience with a public CEO transition, and Alber has been sitting in the chair since 2010Engage - what’s the nom committee plans - with only two directors, Anne Finucane and Scott Dahnke - to replace Alber at some point?FortreaOn the dangers of having your CEO as the only member of the board with CEO succession history - Tom Pike, the now gone CEO, had seen two transitions (one of which failed) at Martin Marietta Materials while on their boardEngage: No one on the board has had transition experience - they have an interim CEO and were clearly not prepared for the transition to begin with, they need to retain key executives going forwardGlobal notesActive director with the most transitions: James Hance (8), Jim Kilts (8)Director with the most fails: the Icahn family!  Brett Icahn at 4 transitions, ALL failed in one way or anotherJeff Stein at Ambac has one transition, but somehow managed to have three separate shareholder dissent flags (activist, engagement, votes against)Finally, Roger Moore at Verisign has done 5 transitions, and 4 of them resulted in the CEO staying 3 years or less before leaving

Trade Wire - BUY/SELLTop Stories:CBRE Group’s COO Vikram Kohli received a one-time cash retention bonus of $1.45 million for not quitting. If the Company terminates Mr. Kohli without Cause or he resigns for Good Reason, there is no obligation to repay the Retention Bonus.Ball Corporation announced that CFO Howard Yu is stepping down after less than two years at the job.Hoawrd will receive severance benefits consistent with the Company’s previously disclosed executive severance policy: about $2.2MAdditionally, his outstanding time-based new hire equity award will continue to vest on its existing schedule.His performance-based RSU and long-term cash awards granted in 2024 will continue to vest on a time pro-rated basis and subject to performance to ensure a seamless transition given his contributions during the performance period.And finally the company said that it “appreciates Mr. Yu’s contributions during his tenure and wishes him the best in his future endeavors. The departure is not related to any disagreement with the Company on any matter relating to its accounting practices, financial statements, internal controls, or operations.”The ‘Down to 2F’ trend continues: Nancy Tellem stepping down at Rocket CompaniesOn the other hand, there’s a woke power shift at Deckers Outdoor where Cindy Davis takes over as board chair from Mike Devine III. As the company itself already points out in its proxy statement, 2 of 3 committees are chaired by women and the 3rd is chaired by person of color Juan Figuereo.The proxy also states that the board is “45% ethnically diverse” and “55% from underrepresented communities.” This is all to point out that ditching DEI because of a hateful, bloated President is not in fact a listing requirement. And finally, on May 21st, about a month after its 2025 proxy statement, Thermo Fisher Scientific announced a $60M retention equity award for CEO Marc Caspar “to secure his continued leadership through at least May 2030.”On that same day, shareholders resoundingly rejected Thermo Fisher’s Say on Pay proposal: 65% NOPay Committee chair Dion Weisler (13% NO), R. Alexandra Keith (2% NO), James Mullen (2% NO), Scott Sperling (6% NO)<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHPitney Bowes has appointed activist investor and Pitney Bowes director Kurt Wolf as its new CEO: Wolf is the Chief Investment Officer of Hestia Capital Management, a hedge fund that owns approximately 9% of Pitney Bowes and has been instrumental in reshaping the company's board since 2023 due to concerns over performance.He replaces Lance Rosenzweig, who was CEO since only 2024 and will serve as a consultant until September 2025.HG Vora Capital Management, which owns about 5% of Penn Entertainment, has escalated its campaign for boardroom change by accusing CEO Jay Snowden of using the company's private jet as a "personal Uber service."HG Vora is seeking to get three new directors elected to the board, though Penn has only put two up for nomination and says the third seat “does not exist” after it shrunk the size of its board from nine members to eight.Rhode Island-based AstroNova is embroiled in a proxy cage match with Texas-based activist investor Askeladden Capital Management, which owns a 9% stake in the companyAskeladden has nominated five bro-candidates to replace the majority of AstroNova's six-member board, citing concerns over governance failures, strategic missteps, and declining shareholder value. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 81 large-cap annual meetings over the past week:55 total SHPs: and from only 31 companies, meaning 50 meetings had zero SHPs15% (8) of these came from one company: Amazon47 of 81: zero shareholder proposals and zero shareholder dissent.Only 6 wins overall:Say on PayTHERMO FISHER SCIENTIFIC: 65% NOAct by Written ConsentCDW Corp (51% YES)But then why is Verisign, as an example, 6% YES?Call special meeting (15%)US Foods Holding Corp. (86% YES)DeclassificationCharles Schwab: John Chevedden, on behalf of James McRitchie (84% YES)Phillips 66: MGMT Proposal: declassification 97% YESSimple Majority voteEPAM Systems (52% YES)MARKEL GROUP INC. (71% YES)7 “moral” victories (over 30%): Annual director resignationsPhillips 66 (33% YES)Shareholder approval on excessive golden parachutesTRAVELERS COMPANIES (42% YES)Simple Majority voteSOUTHERN CO (45% YES)Shareholders ability to call a special meetingHARTFORD INSURANCE GROUP (40% YES)Act by written consentEQUINIX INC (35% YES); also 40% NO to issue 3.3M sharesIndependent board chairJPMORGAN CHASE (37% YES)The shareholder disconnects:THERMO FISHER SCIENTIFIC Weisler 13% NO; 96% Average: Pay 65% NOAMAZON COM: lowest 94% 22% NO PayThe directors (over 20% not in a proxy cage match): only 4 higher than 20%, 0 over 30%; (about 800 directors: 0.5% over 20%)PLAINS ALL AMERICAN PIPELINE: Christopher D. O'Leary (24% NO); George W. Off (26% NO)Global Net Lease: P. Sue Perrotty 22% NOFIRST BANCORP: Roberto R. Herencia 28% NOPhillips 66 proxy cage match:Company: A. Nigel Hearne (55% FOR); John E. Lowe (42% FOR); Robert W. Pease (55% FOR); Howard I. Ungerleider (47% FOR).Elliott: Brian S. Coffman (52% FOR); Sigmund L. Cornelius (56% FOR); Michael A. Heim (53% FOR); Stacy D. Nieuwoudt (36% FOR)The oddities:The oddities:Draftkings: board matrix disclosure 4% YES: The Comptroller of the City of New YorkThe Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders and further believes that the Company’s existing skills and diversity disclosure and practices as to Board composition and recruitment achieve the objectives of the proposal.the Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, we believe that Board decisions should reflect the collective wisdom of the group. Our disclosures are focused on emphasizing the collective strength of our Board.We believe Ms. Mosley is qualified to serve on our Board due, among other things, to her extensive investment experience and background, including her experience serving as a member of the boards and committees of several large U.S. public companies.CHARLES RIVER LABORATORIES INTERNATIONAL: report on non-human primates: PETA (8% YES) vs. TENET HEALTHCARE : strategies and programs for improving maternal health outcomes (5% YES): The New York State Common Retirement FundPhillips 66: annual director resignations 33% YESServiceNow: right to cure purported nomination defects 3% YES: James McRitchieWhen reviewing one corporation’s advance notice bylaw, a Delaware judge noted that disclosures required of a nominating stockholder “would choke a horse.”Mondelez International, Inc. (MDLZ) 5: 104,335,296/129,168,677/112,402,885/129,438,060/111,936,812 (about 12%)Builders FirstSource: MGMT Proposal: Remove Limits on the Size of our Board of Directors 63% NOAuditor dissent?!THERMO FISHER SCIENTIFIC: Auditor 12% NOThe bullshit:The Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting:Verisk Analytics: 25% (91% YES) vs. 10% special meeting (43% YES)Equitable Holdings 25% (99% YES) vs. 10% special meeting (27% YES)<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTNetflixSo what is independence really?Listing exchange (Nasdaq) says:"Independent Director" means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.a director who is, or at any time during the past three years was, employed by the Companya director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independenceThat doesn’t include SEC redefinition…James Craigie, CEO of Church & Dwight, decision from SEC, was considered independent by 2019 after leaving the CEO role in 2015 but staying on the boardBoard “affirmatively” determined that Craigie was independent and had no material relationship with companyThe SEC said Craigie “failed to disclose” to the board a close personal friendship with an executive of the companyHe was chair of the board at the time, they vacationed togetherSEC defined it as “social independence” from the company - but ignored independence from other board members5 of the 11 board members had been on the board when Craigie was CEO, then executive chair, the independent board member - two of them know him for almost 20 years in a board capacityFree Float definitionsThere’s social independence - lack of connections between directors that are clear and obvious through non profit and other board interlocks - and there’s demographic independence - lack of overlapping experiences or demographic connections, including CEOships, same or similar schooling, race/ethnicity, gender, age overlapsThere’s also the idea of joint probability - we measured for this show the probability that any director got on this board by chance - using connections between directors and work historiesLet’s focus on that for NetflixConnections:81% of the Netflix board is connected inside 2 degrees through other public boards and non profit boards aloneLeslie Kilgore was an employee under Hastings until for 12 years until 2012, joined the board right after retiring as an employee, has now been on the board for 13 yearsDoesn’t qualify as independent in the UK, but what are the chances she feels like she’s Reed Hastings’ boss?Jay Hoag is the lead “independent” director who’s been on the board since Clinton’s last year in office, 1999 - he was an original investor in Netflix and sits on 3 other active public boardsWhat are the chances you’re independent after 25 years on the board?  A quarter century?Richard Barton was also a VC and investor, he’s been on the board since Bush Jr in 2002 - and at age 57, it means he was 34 when he joined the board when Hastings ran the company and was 41 - might as well be his fatherAnn Mather has been there for 15 years and is a longtime tech board member - and is listed as a governance expertTWO co-CEOs on the board - Ted Sarandos and Greg Peters, both brought up under HastingsSo with Hastings, that’s FOUR Netflix employees or ex employees and TWO early investors in Hastings on a 13 person board - literally half the board has basically worked for HastingsMather was is two degrees separated from Kilgore and Hastings, Hoag to Sarandos, Kilgore, and Mather, Dopfner to Mather, Sarandos, and Brad SmithEven Strive Masiyiwa, who is on no other public boards and is from Africa, is connected to Hastings through the Gates Foundation/MSFT where they had overlapping people in commonNon profits - American Academy in Berlin, American Film Institute, Gates Foundation, and Academy Museum Foundation - is a source of connection between otherwise seemingly unrelated directorsNow Hastings is moving to be non-executive (in 3 years, it would qualify him potentially to be considered “independent”): On April 11, 2025, Reed Hastings informed the Company of his intent to transition from his executive officer position. Effective April 17, 2025, Reed Hastings will transition to serve as Chairman of the board of directors of the Company (the “Board”) and non-executive director.Probability it’s random77% of Netflix directors have a 0 or near 0 percent probability of being added to the board through random search - they are hand selected or have clear connectionsIt ranks in the top 10% of US large cap companies for how non-random the board isThe average company in Netflix sector at their size is 54% random (ie, we don’t know on paper the connections between directors)Right now, we can’t account for Susan Rice - the newest directorAction ItemsSo who does a board stacked with non random, hand chosen people represent?  Investors?From Nasdaq: “It is important for investors to have confidence that individuals serving as Independent Directors do not have a relationship with the listed Company that would impair their independence.”Netflix is a dominant company, just announced a partnership with OpenAI to predict what you’ll want to watch, and Reed Hastings joined the board of AnthropicIt’s hard to want to vote out a director - but remember, this is the Reed Hastings showWhat you want is a COUNTER BALANCE to Hastings as he transitions out - and having two CEOs and an ex exec on the board isn’t that, they’re just Hastings liteTime to vote out Hoag (longest tenured) and Barton, and pick ONE CEO to be on the board - vote out PetersIncrease independence of directors as founder exitsNetflix SHP #5The askBowyer Research filed a SHP asking for a report on Charitable Giving and whether it discriminates against particular viewpoints.  Without irony, they filed on behalf of… Oklahoma Tobacco Settlement Endowment Trust (TSET)Isn’t a settlement fund from a lawsuit about tobacco designed to combat cancer by definition pretty woke??Read the footnotesThe SHP cites the 2024 edition of the Viewpoint Diversity Score Business stating: “[it] found that 62% of some of the largest companies in America, including Netflix, support non-profits that are influencing public policy by actively attacking free speech and religious freedom.”Case study in why the details should be differentiating in SHPs:The report was written ostensibly by JeremyTedesco of the Alliance Defending Freedom, an anti ESG, anti DEI, religious groupOn the advisory council is… Jerry Bowyer, founder of Bowyer Research - he cited basically his own reportReport heralds “wins” for viewpoint diversity that include being cited in two dozen shareholder proposals in 2023-24… in 2025, Bowyer was the only one to cite it, in 2023-24 it was NCPPR and Inspire Investing and other co-anti-wokers in a coordinated effortDownloading the report - maybe I was the only one? - revealed the report… does not cover Netflix at allThe score itself is the most ESG report I’ve ever seen - it uses “Key Issues”, measuring “subjectivity” and “vague” language in policies, considers “reputational risk” to certain policy omissions and conduct, and loves to identify language that restricts viewpoints… like this at Adobe is bad: "Ads may not capitalize on or lack reasonable sensitivity towards any natural disaster, conflict, death, epidemic, pandemic, tragic event, or public fear."Then uses public proclamations of religious tolerance, actual support to non-profits that promote “free speech”... like AdF Foundation and Alliance Defending Freedom”, and company policies on how employees can talk.None of this research covered NetflixFootnote 2 links to a website not associated with the text (Benevity is mentioned - a private company founded by Bryan De Lottinville - is NOT Double the Donation in the link founded by Adam Weigner), the rest are basically links to Robby Starbuck articles and Heritage Foundation collateralThe dataNetflix doesn’t actually donate much - the employees do - so the ask for Netflix to detail the company risks of charitable giving misunderstands how Netflix charitable giving worksSo I pulled employee locations and data on the “most religious states” based on Pew Research polling to figure out what percentage of Netflix employees are likely to say religion is “very important in their lives”80% of headcount is in California, where less than half the population views religion as very importantOverall, I estimate that 4,907 of Netflix’s 10,405 employees are religious based on a state by state headcount multiplied by the percentage of individuals who identify as strongly religious - that’s 47%How many religious donation offerings would you expect where the MAJORITY of the staff isn’t religious?I’ve spent too much time on this - vote no

Trade Wire - BUY/SELLTop Stories:Chipotle Chief Strategy Officer and former CFO Jack Hartung is joining the board of Tesla, where he will be greeted by his son-in-law–a non-executive, salaried employee of Tesla since  2016–and Elon’s brother Kimbal, who served on Chipotle board from 2013 to 2019. Here’s a good one at small cap company Luminar Technologies, following a Code of Business Conduct and Ethics inquiry by the Audit Committee of the Board of Directors, CEO and Chair Austin Russell and director Jun Hong Heng immediately resigned. However, the former CEO will remain on the Board and be available to the incoming CEO on transition and technology matters.As a companion piece to the 2025 “down to two women on the board but nobody seems to care” theory, there are several companies now that are appointing male directors despite having only two women on the board, as an example:Nutanix is comfortable with only two women as they replace retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who also has experience being CFO, and a guy that already serves on four other publicly-traded companies so he understands how to schedule board meetings.Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell TechnologyAnd at Live Nation Entertainment Trump administration toady Richard Grenell joins a 2-women Board; just this morning the new Live nation Entertainment director tweeted: “Left wing violence is out of control from Palm Springs, CA to Washington, DC. Leaders on the Left must speak up now. We all must focus on this growing Left wing violence problem.” Grenell is miraculously the acting president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”Two influential directors are stepping down from their respective boards:O’Reilly Automotive is losing Larry O’Reilly, consistent with the Board’s mandatory retirement age policy. Luckily for shareholders they have a spare O’Reilly in the trunk: that’s Larry’s brother David O’Reilly.And at Paychex, founder, former CEO/Chair, and board member since the Carter Administration Thomas Golisano and his 63% influence is stepping down. That’s a lot of power up for grabs.Finally, in executive pay news:Bath & Body Works has a new CEO, Daniel Heaf, who will replace Gina Boswell. The total bill to shareholders is more than $17M: a golden hello of $5M and a golden parachute of $12MAnd at Omnicom Group, Chair and CEO John Wren is giving up his $1M annual salary in order to get a massive pile of 4M options without performance-based conditions. This means that if the company can get back to its share price from only 6 months ago the CEO will have managed to make $120M.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHPhillips 66 and activist investor Elliott Investment Management each won two seats at the company’s annual meeting this week, capping one of the biggest proxy cage matches of the year and following months of increasingly bitter finger-pointing between the two sides.The vote is significant because no activist at an S&P 500 company had successfully won a board seat in at least 15 years without support of one of the big three index funds—BlackRock, Vanguard, and State Street, While Elliott’s campaign was backed by prominent proxy advisory firms ISS, Glass Lewis, and Egan-Jones, Phillips 66’s top three passive investors all sided with the company.The two Elliott nominees elected were Sigmund “Sig” Cornelius, who recently retired as the president of Freeport LNG, and Michael Heim, an operating partner with Stonepeak who also was a founder and president of the Targa Resources midstream pipeline giant.On the Phillips 66 candidate slate, Robert Pease was reelected, and Harbour Energy COO Nigel Hearne was added to the board.Victoria's Secret adopted a "poison pill" plan to block a potential takeover by Brett Blundy’s firm, BBRC International, unless all shareholders are fairly compensated. Starting May 29, shareholders will get rights that activate if anyone acquires 15% or more of the company, allowing them to buy shares at a discount and dilute BBRC’s stake, which is currently about 13%. After resolving past antitrust filing violations, BBRC is now allowed to increase its stake to 49.99%. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 100 large-cap annual meetings over the past week:Only 41 total SHPs: and from only 34 companies, meaning 66 meetings had zero SHPs.In fact, 51 of 100 meetings had nothing happening: zero shareholder proposals and zero shareholder dissent.Only 6 wins overall:Say on PayOtis Worldwide: 61% NOSimon Property Group: 53% NOSimple Majority voteChoice Hotels International: 97% YESAlexandria Real Estate Equities: 84% YESCelanese: 64% YESSkyworks Solutions: 98% YES13 “moral” victories (over 30%): Say on PayO-I Glass: 34% NOLas Vegas Sands: 38% NOAkamai Technologies: Stock Incentive Plan 41% NOAIG: 35% NOBlackRock: 33% NOCVS Health: 41% NOShareholder approval on excessive golden parachutesVertex Pharmaceuticals: 37% YESSimple Majority voteMedspace Holdings: 31% NOShareholders ability to call a special meetingXylem: 46% YESAct by written consentCVS Health: 43% YESIndependent board chairColgate-Palmolive: 30% YESCummins: 41% YESpolitical contributionsOtis Worldwide: 40% YESThe shareholder disconnects:Otis Worldwide: 61% NO on Pay; lowest director 93% YES/98% average YESAlexandria Real Estate Equities: 27% NO on Pay; lowest director 91% YESLas Vegas Sands: 38% NO on Pay; 6 of 9 directors between 10% and 18% NOBlackRock: 33% NO on Pay; lowest 2 directors 92% and 96%Motorola Solutions: 20% NO on Pay; lowest director 92% YESCVS Health: 41% NO on Pay; lowest director 91% YES (97% average YES)The directors (over 20%): only 17 higher than 20%, 2 over 30%, and 1 over 40% (about 900 directors: 2% over 20%)WEX: James (Jim) Neary 31% NO; Melissa Smith 33% NO; Jack VanWoerkom 41% NOEnphase Energy: Thurman John Rodgers 61% NO (classified board)Haverty Furniture: 42% NO G. Thomas HoughUniversal Health Services: Maria Singer (49% NO; Class B & D)Teleflex: All directors between 28% and 36% NO; (Say on Pay 27% NO)Simon Property Group: Glyn F. Aeppel (37% NO); Larry C. Glasscock (30% NO); Gary M. Rodkin (27% NO); Peggy Fang Roe (27% NO); (Say on Pay 53% NO)AIG: Diana M. Murphy 21% NO; Linda Mills 26% NO; James (Jimmy) Dunne III (~20% NO); (35% NO on Pay)Molson Coors Beverage: Roger G. Eaton 21% NOFirst Solar: Paul H. Stebbins 21% NOAPi Group: Carrie A. Wheeler 28% NOTeradata: Michael P. Gianoni 26% NOThe oddities:Auditor dissent?!Elevance Health: 12% NOAmerican Water Works: 12% NOFirst Solar: 13% NOAlign Technology: 10% NOThe bullshit:The Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting:Align Technology: Management (65% YES) versus SHP John Chevveden (17% YES)Akamai Technologies: 10% call a special meeting (51% YES/58,453,104) vs. 25% call a special meeting (52% YES/59,520,777)<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTThe Wall Street Journal released a report on the Top 250 Board DirectorsThe 250 most influential and effective corporate directors who are set to serve on an S&P 500 board throughout 2025.There is no definition of what is either influential OR effectiveThere is a methodology that focuses on a point system for individual attributes (like committees and roles), company performance, and a bonus for sitting on a lot of big boardsThe methodology includes what seems like a random point system - the maximum number of points a director could hypothetically get is 23.25… because… it’s a number… But the important things to note is there are no real consequences in the list to underperforming, they value being a lead “independent” director or chair, they don’t care if the company is being sued, and they really like directors who are professional directors on lots of boardsSo I compared the top 100 in their list to our data, this is what it looks like - and this is why we need to use analytics on directorsAt a minimum, we should agree what a winning director is - can we agree that a winning director should pay the CEOs the least possible for the fewest controversies and highest sustainable returns?  Isn’t that the goal?Here’s the top 100:Some standouts:#1 is Ed Philip of United Airlines - weird number 1?  I mean, 2 boards in our database, one totalitarian Canadian company and UAL where he has 8 years of tenure? Chair at the totalitarian company, nom chair at both… it’s such a nothingburger pick I have no idea what to say about it?  Bats .600 overall, below average TSR but average everything else?  It’s the most average choice everIn fact, if I filter US large cap directors by those with:>.500 TSR, earnings>2 boardsNo totalitarian boardsI end up with a whopping 144 directors before I get to the first from the top 100, Kevin Kennedy, who ranks #7The point system is a liability for investors - John Koraleski (#26) got ALL of his points just from sitting on committees, and only debits for performanceIn fact, 29 of the top 100 UNDERPERFORMED for company performance!For Monica Lozano, despite getting the performance of Apple, 59% of her 28th place score was simply sitting on a lot of boards despite underperforming on the “company” componentOur data on the top 100:Dictator friendly27 of the top 100 sit on boards that are Totalitarian - including TOP DIRECTOR Ed Philip on the BRP board in CanadaFor 6 of them, it’s their ONLY current board - immediate grounds for disqualification?Highly influential, but not the highestAverage max influence is a whopping 13% with a min average of 8%Single most influential board member of the top 100 is Tom Salice on Mettler-Toledo, ranked 64thLong tenured21 of them are more than 11 years, the “sweet spot” according to the methodology - and not independent in the UKNot much emphasis on smarts, resume, or diversity15% have advanced degreesOnly 11% went to elite schools35% have been CEOs somewhereThe list is 74% white and 50% white men - while large cap US companies are only 40% white menHighly networked bunch of “leaders”51% have core industry knowledge at a board where they sit82% have leadership experience (CEO, chair, LID)72% are highly networked to their boards2% have a direct economic stake in a company where they sitOnly 17% of the top 100 outperform on both earnings and TSROnly 44% have paper “merit” - so more than half of the top 100 arguably don’t merit at least one board slot they have on paperMostly manufacturing and financeAs a group - 54% have a background in manufacturing or machinery, 39% have finance backgroundsA whopping 2 have a background in engineering and technology - the top directors don’t actually have any knowledge of the oncoming onslaught of an AI future?Super connectedFeature in 3,828 loops back to their own boards - that’s nearly 40 loops per personThere are a stellar 558 connections between these board members and their boards through the Partnership for New York City, and 513 through the Business RoundtableWithout core outcomes… high TSR, low controversiesAverage of the top 100: 0.509 TSR, 0.427 controversiesBut you can vote on some of them THIS WEEK:Chevron - 4 directors in the top 100Debra Reed-KlagesMarillyn HewsonWanda AustinWick MoormanExxonJoe HooleyLowe’sMarvin EllisonMerck - 2 directors in the top 100Tom GlocerPamela CraigAllstate - a whopping SIX directors from the top 100Donald BrownAndrea RedmondMonica TurnerKermit CrawfordMaria MorrisPerry TraquinaTop 100 targets:Of them, Donald Brown, Andrea Redmond, and Kermit Crawford failed to deliver more than .400 in TSRDebra Reed-Klages is the most connected to her board at Chevron - 42% of the board she loops back toWanda Austin has the most powerful network, also at ChevronJoe Hooley at Exxon is the only one to have sued his own investors (despite having been one at State Street)... speaking of ExxonBut let’s talk about Exxon quickly…No SHPs mean you have to vote on directors insteadJeff Ubben - underperforms on TSR, earnings, and carbonHe got the role on the board as an activist - and despite many board slots, he’s batting .371 on carbon, .250 on TSR, and .301 on earnings, the worst overall on the boardUbben was called an “ESG proponent” when news broke he was joining the board, which was done in part to dilute influence from Engine No 1 directorsUbben has no clear track record of being an ESG proponent in the data - maybe he talks about it? - but 4 years later, Exxon is on the REVERSE course - suing shareholders, rolling back targetsHe’s arguably a carbon voteLarry Kellner - underperforms… everywhereKellner of Boeing fame is also the worst performing director up for a vote this week for credit rating drops - 26 times across all boards he’s been on in the last 7 years, Kellner’s companies saw their credit rating at SP dropJoe HooleyGet the f out with suing shareholders as an ex shareholder

Trade Wire - BUY/SELLTop Stories:UnitedHealth Group CEO Sir Andrew Witty has resigned six months after UnitedHealthcare CEO Brian Thompson was murdered in New York City. In his place, former CEO and current Executive Chair Steve Hemsley will boomerang back into a role he originally vacated in 2017.Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO.Lots of news at Kohls:First, CEO Ashley Buchanan was terminated after an internal probe found:He directed business to a vendor tied to his romantic partner (Chandra Holt).The vendor received favorable terms and a multimillion-dollar consulting deal, which directly violated Kohls’ conflict-of-interest policy.Ashley has been forced to forfeit his equity awards and must repay part of his $2.5M signing bonus.Meanwhile, Kohl's Director and Compensation Committee Chair Christine Day resigned from the board on May 5, 2025.Kohl’s initially claimed: “Ms. Day’s decision [to resign] was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.”Day later sent an email (included in SEC filing) saying:I want to stress my concern that this is an inappropriate way to handle this. All shareholders deserve the same access to the same information. [ . . .] and for us to not respond to ISS is not good governance. In the 8K filing, for my departure, it would not be accurate to say I have no disagreements with the board. Unfortunately I have been continually disappointed with the level of governance process. The 8k needs to reflect this.”In another email she called out Board Chair Michael Bender: “There is no delegation to committees or chairs, Michael “handles” everything, maybe speaks to one person or 2, then “tells” everyone what the decision is. Some people know more than others leading to board members feeling alienated, out of the loop, and worse—developing a culture where real discussions rarely occur.”In a meeting held yesterday (may 14), only 5% of Kohls shareholders said NO to Board Chair Michael Bender while 45% said NO on Pay while average director support was 92% YESTyson Foods named the chicken wings of Board Chair John H. Tyson to the board: that’s Olivia Tyson and John R. Tyson. You might remember John R, Tyson from such #-1 hits as “Pleading Guilty To A Charge Of Driving While Impaired” and “Public Intoxication And Criminal Trespassing After He Was Found Stripped Down To His Boxer Shorts And Sleeping In A Stranger’s Bed” and finally his sleeper hit called “I Lost My Job Last Year As CFO Because I’m a Criminal.”John R. appointed Mr. Tyson to serve on the Strategy and Acquisitions Committee and Technology Committee. The good news here is that Daddy Tyson was smart enough not to put him on the Governance and Nominating Committee which does stuff like “review and recommend to the Board a Code of Conduct applicable to the Company” and ”identify, evaluate, and recommend individuals qualified to be directors of the Company” because in this case, he would not have been able to recommend himself. Despite being part of the controlling family, The Tyson children will be paid $315,000 annually like all other non-employee directors.On May 3, 2025, in a story covered everywhere, Berkshire Hathaway CEO and Chair Warren Buffett decided he didn’t want to be CEO anymore, handing the baton to Vice Chair Greg Abel.The Trump 2.0 Administration is stealing two more directors from the Free Float Analytics database:Fiserv CEO and Chair Frank Bisignano has been confirmed as the Commissioner of the Social Security AdministrationAnd FedEx lead independent director David Steiner is the new United States Postmaster General.Steiner is the perfect brand of Trump 2.0 executive as he was somehow called lead “independent” director despite having served on the board for 16 years and amassing $15M of company stock. Moving over to egregious pay:New Entegris CEO David Reeder starts with $410K cash/$11M equity, before even making a single decision other than “yes, I’ll take the job.”Likewise, Western Digital’s new CFO Kris Sennesael starts with $2M cash; $10M equityAnd MGM Resorts CEO William Hornbuckle gets a special one-time cash bonus of $8M merely for continuing to do his job as he signs a new employment agreement. I guess the old agreement was $8M short?And lastly, in a trend we’ve been following closely called the “down to 2 uninfluential women on the board” trend of 2025, something I”m seeing as a quiet anti-DEI policy: Laela Sturdy steps down at UiPath, leaving only two women on the board with a combined influence of 2%.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHThe big Proxy Cage Match is between Phillips 66 and Elliott Investment Management. In a nutshell, Elliott has nominated four directors, wants to split the CEO-chair role, and mandate annual director elections.This week three proxy advisors who represent over 70% of  institutional votes weighed in on the May 21 meeting:ISS and Egan Jones are saying YES to all 4 Elliot nominees: Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt.ISS said the nominees would dismantle Phillips 66’s “culture of complacency” and that Phillips CEO Mark Lashier’s dual role as chairman represents a “disconnect from shareholders.”Glass Lewis, on the other hand, is saying yes to the men but not the woman: Stacy Nieuwoudt, a former senior energy and industrials analyst at CitadelPhillips 66 is arguing that Elliott should back down from its push to break up the energy company because the activist investor is conflicted from a separate effort to acquire one of Phillips 66’s rivals, Citgo PetroleumCitgo suitor Amber Energy is led by oilman Greg Goff, who revealed on April 9 that he bought $10M in Phillips 66 shares and was backing Elliott’s campaign. Phillips 66 called the conflict “concerning because Amber Energy’s executives are actively helping support Elliott’s case to undermine Phillips 66’s strategy.” <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 89 large-cap annual meetings over the past week:Only 54 total SHPs: and from only 41 companies, meaning 48 meetings had zero SHPs.In fact, 39 of 89 meetings had nothing happening: zero shareholder proposals and zero shareholder dissent.Only 6 wins overall. And really, maybe only 5 because of Idexx:Say on Payn/aSimple Majority voteICU Medical: (85% YES)Albemarle: (68% YES)Shareholders ability to call a special meetingLKQ Corp: (83% YES)Transparency in Political Spending (Chevveden)Teradyne: (51% YES)Cboe Global Markets: (56% YES)OtherIdexx Laboratories: Annual Election of Directors (92% YES); no recommendation from board20 moral victories (over 30%): Say on PayAlly Financial: 37% NOAlbemarle: 31% NOS&P Global: 31% NOShareholder approval on excessive golden parachutesIllinois Tool Works: (33% YES)CF Industries Holdings: (44% YES)Capital One Financial: (44% YES)Lockheed Martin: (41% YES)T Price Rowe: (37% YES)Simple Majority voteWEC Energy Group: (41 % YES)AbbVie: (49% YES)Shareholders ability to call a special meetingPrologis: (44% YES)NVR: (30% YES)NiSource: (35% YES)Independent board chairPrudential Financial: (35% YES)Gilead Sciences: (36% YES)OtherBaxter International: executives retaining significant stock (37% YES)Don’t see this one too often: John Chevveden: a policy requiring the 5 Baxter named executive officers to retain a significant percentage of stock until reaching normal retirement ageGilead Sciences: requesting a comprehensive human rights policy and human rights due diligence process (36% YES); Sisters of Mercy of the Americas; how? Pope love?Intel: Shareholder Right to Act by Written Consent (31% YES)United Parcel Service: reduce the voting power of UPS class A stock from 10 votes per share to one vote per share (38% YES)Cadence Design Systems: Political Spending (44% YES)The shareholder disconnects:International Flavors & Fragrances: 15% NO on Pay, lowest director 94% YESAlly Financial: 37% NO on Pay, lowest director (Fennebresque) 90% YES, all others 95% or higherValero Energy: 25% NO on Pay; all directors over 92%; 0 SHPGE: 29% NO on Pay; all directors over 92%Intel: 28% NO on Pay; lowest director (Sanghi) 88% YES, all others 90% or higherAlbemarle: 31% NO on Pay; all directors at least 94%S&P Global: 31% NO on Pay; all directors at least 95% YESThe directors (over 20%): only 17 higher than 20%, 2 over 30%, and 1 over 40% (about 900 directors: 2% over 20%)CME Group: Nominating Committee Chair Phyllis Lockett (41% NO)Expeditors International of Washington: James M. DuBois (30% NO), Brandon S. Pedersen (36% NO), Olivia D. Polius (29% NO)Paycom Software: Henry C. Duques (21% NO)Danaher Corporation: John T. Schwieters (29% NO), Teri List (22% NO), A. Shane Sanders (25% NO), Raymond C. Stevens (21% NO)Ecoloab: John Zillmer (23% NO)United Parcel Service: W. Johnson (27% NO); Moison (22% NO); Stokes (22% NO); Warsh (21% NO); K. Johnson (20% NO)All 7 others at least 10%Cadence Design Systems: Adams (20% NO)Ford Motor: Kennard (20% NO) Ares Capital: Kelly (29% NO); Siegel (32% NO)CSX: Zillmer (25% NO)The oddities:Auditor dissent?!Edwards Lifesciences: 12% NO on Pay; 10% NO on AuditorEcoloab: 11% NO on Pay; 13% NO on AuditorService Corp International: 12% NO on Pay; 12% NO on AuditorIdex Corp: 13% NO on Pay; 13% NO on AuditorStryker Corporation: 8% NO on Pay; 10% NO on AuditorThe bullshit:I’m calling this the Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting:DT Midstream: Management (86% YES) versus John Chevveden (35% YES)Floor & Decor Holdings: Management (96% YES) versus John Chevveden (40% YES)The “require vote of 80% of outstanding shares” management proposal scam:Eli Lilly and Company:eliminate the classified board structure (87% YES of shares voted)eliminate supermajority voting provisions (86% YES of shares voted)AbbVie: eliminate supermajority voting (99% YES)<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTIf you’re voting proxies and you’re a pension fund, you own every one of these companies.Let’s focus on the large cap more than $50bn - about 20 companiesAmazon.com, Inc. NASDAQGS:AMZN $1.32TAmgen Inc. NASDAQGS:AMGN $243BDuPont de Nemours, Inc. NYSE:DD $56.8BEOG Resources, Inc. NYSE:EOG $70.3BHoneywell International Inc. NASDAQGS:HON $174BJPMorgan Chase & Co. NYSE:JPM $453BMcDonald's Corporation NYSE:MCD $240BMondelez International, Inc. NASDAQGS:MDLZ $92.3BNextEra Energy, Inc. NYSE:NEE $163BNorthrop Grumman Corporation NYSE:NOC $87.5BPhillips 66 NYSE:PSX $51.2BServiceNow, Inc. NYSE:NOW $121BSouthern Copper Corporation NYSE:SCCO $60.8BThe Charles Schwab Corporation NYSE:SCHW $150BThe Home Depot, Inc. NYSE:HD $374BThe Southern Company NYSE:SO $90.2BThermo Fisher Scientific Inc. NYSE:TMO $324BVerizon Communications Inc. NYSE:VZ $151BZoetis Inc. NYSE:ZTS $100BThe goal here is to focus on outliers:Market1 Yr TSR - only JPM, MCD, NOW, and SCHW beat the SP500 in 1 year, which makes 5 Yr TSR - JPM, SCCO, NOW, EOG, SCHWBasically everyone is a target - no one really outperformingWhich leaves… peopleI highlighted every director of the group that underperformed on any two measures (earnings, TSR, carbon, controversies) AND TSR + 1 (as in, there are directors who underperform on earnings and carbon and TSR), where underperform is defined as less than .400 on 2 or more boards over 3 or more yearsAdd in connected boards and one company stands out - VerizonVerizon board11 members, one of whom is Hans Vestberg (CEO) who featured as a big underperformer on the Blackrock board last weekSome easy wins:Dan Shulman and Laxman Narasimhan are connected to 64% of the board each - almost entirely through non profit and trade group connections, dark connections between directorsRoxanne Austin is on 4 boards actively - and is chair of the audit committee at VZInside intel talk time: the audit committee is by far the most time consuming committee - it has two to three times as many meetings and we’ve heard that the board book given to the members is twice as thick (from 100-200 pages to 300-400 pages)The committee is by far the most informed about the financials and works closely with the auditors, but they aren’t influential necessarily for long term strategy - audit committees are usually reserved for the nerds among themHere’s a startling piece of data: in the US, there are 9,970 audit committee members (chairs + members) - 1,113 (11%) of them are on MORE THAN ONE audit committee (multiple boards audit committees)Shockingly, 11 directors are on FOUR audit committees - with an average meeting number of 11 per year, that’s 44 audit meetings per year and probably ~3,300 pages of financial reportsOf those, 263 (23%) of them are on multiple audit committees WITH THE SAME AUDITORGuess who’s on that list: Roxanne Austin, who’s on Verizon, Abbvie, and Crowdstrike’s audit committees - with EY the auditor at both Verizon and Abbvie, CHAIRING Verizon and CrowdstrikeGuess who else is on multiple audit committees - TWO of the other VZ audit members, Clarence Otis and Shellye ArchambeauShellye is another of the 263 audit committee members on two audit committees with the same auditor - VZ and Okta use EYOtis has been on the board for 19 years, as well - and was Lead “Independent” director until this year, when he was replaced by Dan Shulman, the most connected director with the current CEO VestbergCEO Vestberg we covered at Blackrock as:Vestberg [...] flatly underperform[s]Verizon’s board has returned a .388 in TSR as a group, and .264 controversies - this is a deeply underperforming board with ZERO directors batting above .500 on TSR or controversies despite only TWO of the directors being on just the Verizon board - this is pattern and consistent70% of the Verizon board has a background in economics - and only 40% have communications backgrounds?Included in the 70% are… Dan Shulman, Hans Vestberg, Clarence Otis, Laxman Narasimhan, and Roxanne AustinIf we look at pure performance? Vittorio Colao and Laxman Narasimhan are the two worst on TSR, and Clarence Otis is the most expensive - he cost Verizon shareholders $508 per .001 in TSR batting averageThere is a case to be made that you could vote against MOST OF THIS BOARD, but your layups:Clarence OtisDan ShulmanLaxman NarasimhanRoxanne AustinAlternate:Hans Vestberg

Trade Wire - BUY/SELLTop Stories:This week the focus is on egregious golden hello and goodbye packages:State Street’s new CFO John Woods gets a one-time cash payment of $1M and then One-time buy-out awards consisting of $3M cash and $12M equity.New MongoDB CFO Michael Berry will get two equity grants: a new hire grant worth $9M and a sign-on bonus grant worth $3M. It’s cute how they each have their own name.Peggy Alford, eBay’s new CFO gets $14M in new hire equity along with about $7M in one-time equity make-good payment equity Again, thanks for naming complicated stuff eBayInsulet’s new CEO, Ashley McEvoy gets $15M in equity while the former CEO, James Hollingshead, walks away with $8.3M, including outplacement services of $25,000 and a $500 per hour consulting fee for 60 days. So if you see James hanging around a lot in the next few months I think you know why. Not bad for a dude who was CEO for nearly 3 years.Speaking of getting paid for barely doing anything: retiring Teledyne Technologies CEO Edwin Roks, who has hired less than two years ago, gets to keep his current pay until September as strategic advisor to the Executive Chairman, then he gets $1.8M in cash and a bunch of benefits including $100,000 in outplacement services; $100,000 in relocation costs, and price protection for the sale of his primary California residence to the extent it is sold for a price less than the price he paid for it.Finally, the Carlisle Companies does the right thing and honors its director retirement policy, saying goodbye to Robin Adams, Robert Bohn and Gregg Ostrander.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHWe have a fun twist at the proxy cage match between Harley Davidson and H Partners, who are 9% shareholders and have started a withhold vote campaign against long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson: Glass Lewis says “withhold” but ISS says “support”?Through lackluster reasoning based on hunches and not performance analytics, ISS revealed, without satire, that "[T]here are compelling reasons to believe that as a group [the targeted directors] still have a perspective that can be valuable” and, in discussing the candidacy of departing CEO Jochen Zeitz: “[I]t appears that his time in the role has been more positive than negative, which makes it hard to argue that his vote on a successor is worthless.” <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 97 large-cap annual meetings over the past 2 weeks:73 total SHPsBut from only 41 companies (56 had zero SHPs)About 55 companies had basically nothing happening, shareholder dissent on nothing.The wins:Say on PayMolina Healthcare: 59% NOSimple Majority voteBoston Scientific: 95% YESDuke Energy: 98% YESEntegris: 89% YESShareholders ability to call a special meetingMolina Healthcare: 69% YESRevvity: 65% YESCMS Energy: 70% YESTeledyne Technologies: 59% YESThe almost wins (over 30%): Say on PayTruist: 41% NOCitizens Financial Group: 41% NOBank of America: 27% NOLattice Semiconductor: 44% NOPfizer: 47% NOGoldman Sachs: 34% NOShareholder approval on excessive golden parachutesAdobe: 47% YESCitigroup: 32% YESIntuitive Surgical: 44% YESSimple Majority voteMarathon Petroleum: 48% YESShareholders ability to call a special meetingIQVIA Holdings: 43% YESPaccar: 32% YESIndependent board chairDover: 37% YESEastman Chemical: 30% YESThe shareholder disconnects:Goldman Sachs: 34% NO on Pay; all directors at least 92%Truist: Say on Pay 41% NO; all directors over 90%Citizens Financial Group: Say on Pay 41% NO; all directors over 92%Lattice Semiconductor: 44% NO on Pay; highest NO director Lederer (11%); all else at least 97%Pfizer: 47% NO on Pay; lowest director Echevarria (11% NO); all others at least 91%Molina Healthcare: 59% NO on Pay; lowest director 16% NO WolfStanley Black & Decker: 21% NO on Pay; all directors at least 96%The directors (over 20%):Snap-On: James Holden 24% NOBall: Pengor 26% NOModerna: Nader 22% NO (classified)Coca-Cola: Thomas S. Gayner 23% NOAmerican Express: Baltimore 20% NOThe oddities:Domino’s Pizza: a dirty trick at pizza land as the board introduced a competing proposal to drown out a shareholder’s proposal: while the shareholder wanted a group of shareholders holding 15% of shares to have the right to call a special meeting, management’s proposal raising that group to 25% (a near impossibility) won out: the shareholder proposals got 36% support while the management proposal got 79%.At the old man’s club, there were 7 SHPs at Berkshire Hathaway, but of course the company refused to name them in their 8-k filing announcing the meeting’s vote results–why honor shareholders when your whole pretend game is to honor shareholders?--on top of that, support for all 7 proposals ranged from 0.7% and 3.5%. Despite such low support, there were actually 5 directors (Burke, Chenault, Decker, Guyman, Murphy, Jr): an unusually high in this voting climate at the world’s most beloved equity.Coca-Cola had 6 SHPs but two really stood out to me:One called for an Assessment of Non-Sugar Sweeteners (11% YES); it just made me laugh for some reason. Here’s my assessment: non-sugar sweeteners are weird, just try drinking water maybe.And then the anti-woke/anti-ESG parade, the National Center for Public Policy Research, asked for the creation of an Improper Influence Board Committee, which is basically a board-level committee to fight off anything to do with the climate, black people, women, and human rights. That feels even weirder than non-sugar sweeteners. (less than 1% YES)At Wynn Resorts, a proposal wanted a report on the potential cost savings through the adoption of a smokefree policy for the Company’s properties. I just like this. Imagine how annoying it is cleaning those yellow-stained walls in the room 1537. (9% YES)And finally two from classicist Jing Zhao:At Intuitive Surgical, he’s asking the board “to improve the executive compensation program” by actually considering the CEO Pay Ratio (5% YES). He claims that “Aristotle demonstrated that in a stable community, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1.” I’m a believer.And at Bank of America, he requested the nomination of more director candidates than board seats (2%). Another no-brainer.<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTBLACKROCKThe exertion of power - or abdication of it:Votes for its own directors “on behalf of clients”Of the 16 BLK directors, they hold at least 15 board seats outside of BLK on other public boardsVerizon (BLK owns 8.5%)Cisco (9.2%)IHEARTMEDIA (13.3%)Apple (7.6%)BP (0.3%)Zoetis (8.6%)US Steel (11.7%) - largest holderHalliburton (9%)George Weston (X)BCE (X)Samsara (4.9%)Fox (5.5%)We have vote results at 13 of them from last year… 3 director got votes below the 25th percentile of all votes globally (>94% approval - and yes, that the 25th percentile)Cheryl Mills, IHEARTMEDIA, 93.2%Charles Robbins, Cisco, 91.1%Hans Vestberg, Verizon, 90.2%In every case, Blackrock voted for their own directors, including when those directors were in the bottom quartile for votes receivedBlackrock can even sway the vote on itself: Blackrock also owns 6.7% of itself through funds, primarily indexThe average vote FOR a BLK director is 97.3%, higher than the 96.4% US averageIn fact, the directors with the lowest votes elsewhere… got the highest votes at BLK?Robbins = 99.67% FORVestberg = 99.65% FORMills was middle of the pack at 97.15% FORBut there’s data to show that BLK has largely ignored performance of directors - particular its own directors:Performance:Vestberg is the second worst TSR performer at .329, and overall the boards WORST performerRobbins is THIRD worst on TSR at .399Mills ranks 5th worst out of the 16 at a still below average .412, but is solid on controversies compared to everyone elseConnections…There are several connection loops between directors through other boards, but it also includes Robbins being connected to Vestberg through Dan Schulman (on Cisco and Verizon)Knowledge:8 of the 16 members come from investing, but 3 of them are the foundersGood mix otherwise, arguably largest secondary overlap is tech/telecomm with Vestberg, Robbins, JohnsonBig problem is the trifecta of power and Robbins/Vestberg weaknessWhich makes this shareholder proposal intriguing:Shareholders recommend that BlackRock, Inc. (the Company) reform the election of the board to list more candidates than the number of directors of the board to be elected.The American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_.One of the main problems of corporate governance is that American corporate boards are not democratically elected. The Company’s board needs a democratic reform to elect members from more diversified candidates. Shareholders should have the right to choose from more candidates than the number of directors of the board to be elected.It’s from this guy: Jing Zhao“Think tank” - US-Japan-China Comparative Policy Research Institute - whose handful of members are all a mix of Chinese and Japanese nationalsHas same proposal at Juniper Networks, Bank of AmericaWebsite from 1998Oligarchy as defined as a small group of people controlling the organizationAccording to Free Float data - BLK is actually an Aristocracy, not an Oligarchy, but we’re actually wrongThree founders on the board (with minimal stock holdings now, but Fink is CEO and chair)BLK’s response confirms it IS AN OLIGARCHYHaving competing nominees would result in contested elections, which may in turn discourage collaboration among our directors, politicize the election process and deter talented candidates. Given the increased uncertainty, contested elections could also disrupt our Board’s ability to oversee management and our business in the long-term. This approach would also impede the NGC’s ability to ensure an appropriate Board composition overall that would most effectively oversee our business and best serve our shareholders’ long-term interest. The proposed approach would also be burdensome to management and the NGC and would not be an effective use of the Board’s time and BlackRock’s resourcesDirectors DON’T WANT A CONTEST FOR THE POSITION - they don’t want competitionEven though sports teams actively compete for a spot on the team (and for contract dollars), directors wouldn’t be able to collaborate because they have to earn their spots?Blackrock as a massive asset manager with tremendous brand value couldn’t attract talent because they would have to work for the slot?  Is that true when they hire middle management and get 2,000 applications for 1 position?This is basically saying the quiet part out loud: there are two classes of jobs, the oligarchy jobs (which shouldn’t be earned) and the plebian jobs (which you should all compete for)…Our shareholders already have the ability to convey their views on our Board composition to our Board.For instance, in 2024, we offered engagement with shareholders collectively holding approximately 65% of our common stock. Shareholders also have the ability to recommend candidates for consideration by the NGC, as well as the right to nominate candidates for election to our Board under the proxy access and advanced notification provisions of our BylawsBecause shareholders can talk to companies, they don’t to vote on more than the company choices for their own representationBlackrock “proves” it by saying they talked to 65% of shareholders - in this case, 25% of the shares are Vanguard, BLACKROCK THEMSELVES, State Street, Temesek (who bought the shares in 2020 and immediately partners with Blackrock on a joint fund), and Bank of America - wonder how those conversations went?Here are the proxy access rules I could find in the 2012 bylaws:Except as provided in a Stockholder Agreement, to be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary of the mailing date of the Corporation’s proxy materials for the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after the anniversary date of such meeting, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed to stockholders or public disclosure of the date of the annual meeting was made, whichever first occurs.So definitionally, BLK’s response to the SHP accusing it of being an oligarchy is to confirm it is:A small number of investors choose from a pool of directors appointed by an even smaller number of board members on the Nom committee - who are almost entirely beholden to the founding trioBlackrock is a 5% or more holder in more than 2,100 US public companies - and to summarize how it views elections:An election built on a contest of merit would discourage directors doing their jobsThe political process is good for federal elections, but not for boardsA board that is contested can’t attract talentShareholders can talk about board members if they have enough sharesWhat are the chances that the three founders (Fink, Wagner, Kapito), one of whom is Chair and CEO with full discretion to vote against his own board members on OTHER BOARDS, will ever see a dissent?What to do about it:Vote YES on the shareholder proposal - this is a true opportunity to innovate into a true democracy in corporate governance - every election is a contested election where investors vet who is best positioned to align to THEIR interestsVote AGAINST Vestberg, Robbins, and founderFink still CEO if he’s not on the boardBegins to eliminate the trifecta - next year is Kapito and WagnerVestberg and Robbins flatly underperformThere are 39 ACTIVE loops between directors on Vestberg’s Verizon board implicating EVERY director on the board!  ALL OF THEM!Verizon’s board has returned a .388 in TSR as a group, and .264 controversies - this is a deeply underperforming board with ZERO directors batting above .500 on TSR or controversies despite only TWO of the directors being on just the Verizon board - this is pattern and consistentBlackrock voted FOR all of them - it’s a blatant conflict when the firm whose job it is to enforce shareholder interests (ie, TSR) has a glaring conflict that wouldn’t allow it to vote against its own board members underperforming boardRobbins’ board at Cisco also bats under .500 on TSR, but while they’re overall better, Robbins has Dan Shulman on his board - and Vestberg does too at VerizonThese aren’t coincidences - these are purposeful, connected men working together AND UNDERPERFORMINGThese are easy votes - and just to be clear, State Street, who also has votes coming up, has the SAME PROBLEM

PROXY COUNTDOWN SCRIPT<THEME MUSIC>This is Proxy Countdown. Welcome to the big show for the week of April 21, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Two new sycophants join Mark Zuckerberg’s expanding board of croniesA whacky 8-k filing fight at a weed companyA proxy fight at Harley Davidson hides the good stuff in a redacted resignation letterMuch ado about nothing at large cap annual meeting votesAnd on The Big Vote, Matt gives an early summary of the 2025 proxy season.<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:Meta Platforms now has 15 directors: one dictator and 14 listeners.The new directors are Stripe CEO Patrick Collison and Dina Powell McCormick, the former Deputy National Security Advisor to Donald Trump during his first term. Dina is married to Republican Senator Dave McCormick, the former CEO of Bridgewater Associates, one of the world's largest hedge funds.CEO Gavin D.K. Hattersley is stepping down at Molson Coors Beverage Company. The other Named Executive Officers will receive over $6M in retention equity awards NOT to quit, CFO Tracey Joubert will get $4M.Raghib Hussain, President, Products and Technologies of Marvell Technology, is stepping down. But don’t worry: “Marvell has a thoughtful succession planning process and deep bench of talent [and] has activated a plan to ensure Mr. Hussain’s responsibilities are seamlessly transitioned on or before his departure date.”You have until May 2nd, Marvell, get busy.In three moves that don’t really change the dynamic in their respective boardrooms: Joseph Creed is the new CEO at Caterpillar but former CEO Jim Umpleby will stay on as Executive ChairNetflix founder Reed Hastings will transition from Executive Chair to non-executive ChairAnd at Warner Bros. Discovery, John Malone will transition as a director to Chair Emeritus, meaning he will continue to regularly attend Board meetings and will not vote on Board matters but will tell other directors how to vote with a mean stare.The majority shareholder of the THC Therapeutics voted to remove Founder, CEO, and Chair Brandon Romanek from the Board of Directors. Further, on that same day, the remaining Board of Directors removed Mr. Romanek from any and all positions held at the Company.According to a subsequent filing, the Company requested that Brandon write a letter stating whether or not he agreed with the filing of the termination. Brandon’s response:Hi Scott [Scott Cox, the new CEO]Here is my response.  Amend the 8-K  “My termination is invalid as you did not follow proper procedure according to THC Therapeutics bylaws” Brandon Romanek <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHHarley-Davidson ​is fighting a proxy battle initiated by H Partners, its second-largest shareholder, which holds a 9.1% stake in the company.The investment firm “believe[s] CEO and Chairman Jochen Zeitz (2007, 30%), Lead Director Norman Thomas Linebarger (2008, 13%), and long-tenured director Sara Levinson (1996, 20%) “should be held accountable for the destruction of shareholder value."While Zeitz is already making plans to step down, H Partners wants him to go immediately while Zeitz hopes to remain until a successor is in place.The battle began in early April when Jared Dourdeville, a representative from H Partners, resigned from Harley's board, expressing "grave concerns" about the company's direction and leadership. He criticized the board for failing to address declining sales and cultural issues within the company, saying among other things that Harley had “cultural depletion” because of its work-from-home policies. Dourdeville also vaguely referenced Robbie Starbuck’s anti-woke campaign against the company, referring to the company’s response to this incident as “grossly mismanaged.” But since the bulk of his opinion was redacted we can only assume he was upset that Harley-Davidson dropped its DEI policies in response to a hateful moron. But even that we’re not entirely convinced of.While H Partners is not nominating its own slate of contending directors, instead opting for a withhold the vote campaign to oust its 3 targeted directors, there has been a bit of confusion about Harley’s bylaws which have been described in articles covering the battle as “stipulat[ing] that directors who win less than 50% of votes in an election must tender their resignations.”But this is not the whole story: in fact, while the directors must initially tender their resignations, “the reviewing Directors shall accept a tendered resignation unless they determine that there is a compelling reason or reasons to not accept the resignation.”In this case, the directors would only be removed if they “fail to be re-elected at the next election of Directors” at which point their tendered resignation can not be rejected by the remaining directors.Warner Bros. Discovery is expanding its board following pressure from activist shareholder Sessa Capital by adding Anton Levy, who recently stepped down as co-president of private-equity firm General Atlantic.Parkland Corporation and its biggest shareholder, 20% holder Simpson Oil Ltd, have each proposed competing board slates as their dispute heats up ahead of the company’s annual meeting next month.Parkland‘s long-serving CEO Bob Espey says he will step down in a bid to resolve the cage match.Phillips 66 is telling shareholders that activist investor Elliott Investment Management, which wants to break up Phillips and is nominating four of its own directors to the Phillips 66 board, has a conflict of interest because Elliott is also pursuing an acquisition of Citgo, a direct competitor of Phillips 66.Hewlett Packard Enterprise’s board is expected to meet in coming days to discuss whether to replace CEO Antonio Neri, a Hewlett Packard lifer who has run the company since 2018, following a proposal from activist investor Elliott Management to get rid of Neri. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from annual meetings (25) over the past 3 weeks:The Mehs:M&T Bank Corporation: mehMoody’s Corporation: mehEQT Corporation: mehDow Inc.: mehHumana: mehThe Cooper Companies: mehOwens Corning: mehSchlumberger Limited: mehBank of New York Mellon Corp: mehCenterpoint Energy: mehCarnival: mehFifth Third Bancorp: mehHuntington Bancshares: mehWhirlpool: mehThe Sherwin-Williams Company: mehThe John CheveddensConcentrix: SHP to give shareholders the ability to call for a special shareholder meeting; John Chevedden; 39% YESHewlett Packard Enterprise: SHP: "Transparency in Lobbying" John Chevedden: 22% YESLennar Corporation: SHP1: Independent Board Chairman; John Chevedden; 21% YESRegions Financial Corporation: SHP John Chevedden Simple Majority Vote; no board recommendation; 93% YESSynopsys: SHP; John Chevedden; Shareholder Ratification of Golden Parachutes; 38% YESTexas Instruments: SHP to permit a combined 10% of stockholders to call a special meeting; John Chevedden; 43% YESDirector votes that barely matter, other than to meA. O. Corporation: Michael M. Larsen (1 of 3 common stock directors/6 Class A directors) 60% NO: AC chair “Directors are elected by a plurality of the votes cast. This means that the nominees who receive the greatest number of votes cast are elected as directors”Lennar Corporation: Jeffrey Sonnenfeld 24% NO Nominating Chair; served for 20 yearsSHP1: Independent Board Chairman; John Chevedden; 21% YESco-CEO; one of whom is Exec Chair; LD served since 2015, replacing LD who served since 1997: this is sham governanceThe normal investor disconnect:Carrier Global Corporation: 15% NO on pay; 4% NO Compensation Committee chairThe normal investor apathy:HP: Average director YES over 99%, despite lackluster stock performance<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTWhy you should track individuals, not just companies:Michael AngelakisRoles:Currently on boards of Bowlero, Clarivate, Exxon, and TriNetOn private boards of Arcis Golf, Orogen, V SportsIs the CEO/Chair of Atairos, and “investment partner” (holding company) No joke, here are the other tenants at the address:Sandi King Personal TrainerSynergy Sports MassagePJ Mac Pest ControlCompany “partners” include Arcis Golf, Clarivate, Orogen, Trinet - all places he is on the boardAdvisor to Executive Committee at Comcast, where he was CFOWorked in PE/VC in Media, was CEO of State Cable TV CorpLongtime media investorData:Highest influence at Trinet (56%), otherwise in the 8% rangeCommittee heavy driver of influenceOn 7 boards in our database, 4 current7 year career batting: .391 TSR, .470 EBITDA, .680 controversies, .804 carbonCore knowledge: Administration, Econ, MathSits on board of HR, Industrial research, energy, and a bowling alley548 loops where he’s involved - that’s a LOT, hugely connected31% of his loops include Ursula Burns, a member of Exxon board138 are Ken Chenault124 are Ronald WilliamsCompany loops: AmEx at 559!! Appearances in loops, Partnership for New York at 80, J&J, IBM, Exxon, Boeing, Xerox… all massive blue chip mature US insular companiesProblems:Part of the Exxon board that sued a shareholder for a shareholder proposal they didn’t likeExxon mired in longstanding controversiesPart of Bowlero board under investigation in class action for age discriminationBlatantly fired workers as soon as they hit fifties/sixties and replace with youngerArcis Golf facing class action for data breach of 10,000 employeesInvestor class action at Clarivate settledComcast mired in controversies during his tenure, largely customer service issuesJust appointed to the board of American ExpressNOT INDEPENDENTHis biggest connector point is AmExAdded immediately to audit, nom committees - will be adding friends?NO ADDITIONALITYJoins a board with duplicative experienceMultiple CFOs/finance backgrounds, more tech with others, even has Ted Leonsis on the board who did media/sportsMost of the board MORE qualified than he is on paper - come from bigger companies in high profile rolesONGOING GOVERNANCE ISSUES NOT A CORE STRENGTHAmerican Express to pay $230 million over 'deceitful marketing campaign'LOW PERFORMANCEHis performance from other boards would make him second lowest for TSR on AmEx, middle of the pack on othersASK WHY, ASSHOLEUse Jeff Skilling’s incredibly famous gaffe as a baseline question - ask why is he here?  What does he add?  What do you get?VOTE NO on performance grounds - and follow appointmentsDAMIONApril 29IBM $217BAnti-woke SHP Requesting a Report on Hiring/​Recruitment Discrimination; The Heritage Foundation; including this soulless and unchristian quote: “A recent Gallup poll found that only 38% of Americans want businesses to take a stance on current events.” These assholes should be ashamed of themselvesCEO Pay Ratio 518:1 CEO/Chair Arvind Krishna3 of 13 women with no leadership; this board can bite meStopped DEI a few weeks ago: Employees were told of the changes earlier this week, in a memo that cited “inherent tensions in practicing inclusion.”Discussed changes with a-hole Robbie StarbuckAmerican Express $169BSHP Revisit DEI Goals in Executive Pay Incentives; National Legal and Policy CenterSHP Respect Civil Liberties in Advertising Services; Bowyer ResearchCEO/Chair Stephen J. Squeri 615:1 Pay RatioChair of the Compensation Committee is Lynn Pike: “Ms. Pike brings extensive payments and financial industry experience to our Board and has served as the Chair of the Board of American Express National Bank, our U.S. banking subsidiary, since 2019, including as co-Chair with Mr. Squeri from 2021 to 2022. Ms. Pike joined the board of American Express National Bank in 2013 and is a member of American Express National Bank’s Audit Committee and Risk and Compliance Committee.”Citigroup $117BCEO Jane Fraser Pay Ratio 444:1Anti-woke SHP attacking pro-climate policies from National Center for Public Policy ResearchWoke SHP from the Sisters on Indigenous Peoples’ rights Wells Fargo $208BCharles Scharf CEO pay Ratio 378:1Ron Sargen Pay Committee Chair: former CEO at Staples/current interim CEO Kroger-20% gender influence gap; no key board leadership positions4 woke SHPsApril 30Trump Media $5BMGMT Proposal: Reincorporation from the State of Delaware to the State of FloridaCoca-Cola $311BCEO/Chair James Quincey Pay Ratio 1980:1; just get rid of the whole boardSHP Regarding Creation of an Improper Influence Board Committee; National Center for Public Policy ResearchShareholders request that the Board of Directors create a board-level Improper Influence Committee to assess the extent to which the Company’s decision-making has been improperly influenced, contrary to best practices, by the non-pecuniary policy preferences of directors, executives, or money managers with their own custodial obligations. The Company should issue a public report on the committee’s findings by the end of 2025.“the Company remains committed to DEI despite the fact that recent events have made clear that corporate DEI programs are so anti-American in their neo-racist and neo-Marxist attempts to distribute benefits and impose costs on employees and others on the basis of race that all it takes is for one man with a large following to simply expose a corporation’s DEI program to the public for that company to lose tens of billions of dollars in market cap when its customers boycott in revulsion”SHP Regarding DEI Goals in Executive Pay; National Legal and Policy CenterSHP Regarding a Report on Civil Liberties in Advertising Services; Bowyer ResearchMay 1Boston Scientific $138BCEO/Chair Michael F. Mahoney Pay Ratio 369 to 1Edward J. Ludwig LD since 2016 (director since 2014); CEO also chair since 2016-15% gender influence gap (47% for top 2)DAMION:That’s the Proxy Countdown for the week of April 21, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, and scandalous CEO pay ratios<OUTRO THEME>

Corporate democracy with Sarah Haan

Director “party line” voting, plus nom committee failures and Disney investors are asleep

ISS flips on Disney, plus CEO pay tweaks, Starbucks results, and low CEO pay ratios

Non-profit board interlocks are a widespread, plus Kroger’s CEO fired, and Indivior’s overhauled activist board

Tariff board survivors, plus Boeing’s board loss and results at Apple and Deere

Copy/paste anti-ESG proposals at Apple and Deere, plus guest Mike Levin on activism in 2025

Director votes on “merit”, relocation cost to median employee ratios, and long-tenured lead directors

PROXY COUNTDOWN SCRIPT<THEME MUSIC>This is Proxy Countdown. Welcome to the big show for the week of January 27, 2025  alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:The First Woman of Color to Lead a Major U.S. LenderThe new COO of T-Mobile is getting pamperedA proxy fight is avoided at PfizerAnti-DEI shareholder proposals continue to fail miserableAnd on the Big Votes, our top voting recommendations<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:Srinivasan Gopalan is the new COO at T-Mobile.  He will receive $2M in cash, a giant pile of unspecified equity, and, in a true waste of shareholder funds, company-paid first-class round-trip airfare for Mr. Gopalan and his spouse and children for 24 months.JPMorgan Chase has raised CEO Jamie Dimon’s compensation for 2024 to $39 million. The 8% pay boost puts Dimon on par with Goldman Sachs CEO David Solomon as the best-paid CEO among the largest U.S. banks. Goldman last week disclosed that it gave Solomon a 26% raise, in addition to a one-time $80 million retention bonus.U.S. Bancorp’s Next CEO to Be First Woman of Color to Lead a Major U.S. Lender. Gunjan Kedia, who was named the bank’s president last May, will take the job in April, succeeding Andy Cecere, who will become executive chairman.MicroStrategy will now grant new directors a golden hello package consisting of $2M in equity. Nothing spells independence like a $2 million handshake.At Fiserv, the golden hello package for new CEO Michael Lyons consists of a replacement equity award valued at roughly $28M and a cash payment of $11,665,108.57. It’s so specific it almost hurts my heart.And finally at Telephone and Data Systems, the controlling Carlson family is playing “now I get to be boss” musical chairs as brother Walter Carson becomes CEO while brother LeRoy Carlson becomes Vice Chair. Walter has been on the board since 1981 and chair since 2002. LeRoy had been CEO since 1986 and a director since 1968. LeRoy and Walter’s sisters, Letitia Carlson and Prudence Carlson also serve on the board but don’t appear to be eligible to make big decisions.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHThe only big news here is that nothing happened at Pfizer: activist investor Starboard Value decided not to nominate any directors to the Pfizer board, according to a report from Bloomberg. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Micron Technology: all directors received at least 94% support; Say on Pay on the other hand received 16% againstIntuit: all directors received between 92% and 99% support Jabil: 40% of voters rejected directors John Plant and Steven RaymundRaymund chairs the Nomination Committee on a board with only two women while Plant is the CEO of S&P 500 Howmet Aerospace while also serving on two other boards.Also, nearly 30% reject Pay; hopefully partly due to an embarrassingly high CEO pay ratio of 515:1.Costco: all directors received at least 93% support while the anti-DEI proposal received less than 2% support.Visa: average support for directors was just above 98.5%; an anti-DEI proposal received less than 1% support, while a simple request to remove directors if they fail two straight votes only received the support from 17% of shareholders.<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTDirector pool128 directors up for vote this week at the following:DOLBY LABORATORIES, INC.ACCENTURE PUBLIC LIMITED COMPANYESCO TECHNOLOGIES INC.BEAZER HOMES USA, INC.ENERPAC TOOL GROUP CORP.ATMOS ENERGY CORPORATIONEMERSON ELECTRIC CO.Edgewell Personal Care CompanyFRANKLIN RESOURCES, INC.MOOG INC.ROCKWELL AUTOMATION, INC.TYSON FOODS, INCORPORATED93 of them have at least three years tenure at at least two boards71 of them have deep TSR data histories in Free Float databaseSo you’re about to sit down to vote, but let’s take a purely meritocracy look at them and fire the bottom 10% of all of them - 7 people this week who are the worst performersPerformancePick directors with batting averages less than 400 in TSR at the companyPick directors with batting averages less than 400 across all boards in the last 7 yearsSort by the highest influence directors - directors who underperform across multiple years and/or across multiple companies that retain significant influenceVote out…Kevin McNamara TYSON FOODS, INCORPORATED.251 EBITDA, .335 TSRDual class family owned no rightsPatty Watson ROCKWELL AUTOMATION, INC..592 EBITDA, .331 TSR - could argue the Rockwell board is doing a horrible job selling the company, virtually all overperform on earnings and underperform on TSRKnowledge: 28% of influence is economic, 16% is building/construction, but sales is only 5%Pam Murphy ROCKWELL AUTOMATION, INC..697 EBITDA, .357 TSRGregory Johnson FRANKLIN RESOURCES, INC..327 EBITDA, .365 TSRBarbara Tyson TYSON FOODS, INCORPORATED.258 EBITDA, .391 TSRDual class family owned no rights - this is a case where investors have put up with long term controversies, underperformance, and horrible management succession planning that included putting a 30-something in the CFO role only to renege after they had multiple alcohol induced incidencesJohn Tyson TYSON FOODS, INCORPORATED.258 EBITDA, .390 TSRRupert Johnson FRANKLIN RESOURCES, INC..327 EBITDA, .373 TSRNepo babyThis week is unique inasmuch as you have multiple nepo baby companies - for every Meta that gets you lots of TSR that you’ve been happy to give up all your rights, you get a Franklin and Tyson Foods that underperforms and your vote doesn’t matter there either.Life lesson: divest or vote directors out at other boards.DAMIONEmerson ElectricLet me simplify Say on Pay for you: if the CEO Pay Ratio is over 100:1 then just say NO. It's not a binding vote so let’s just send a message. If that’s too scary for you then can we at least agree on this simple threshold: if a CEO makes the average worker pay on the first day of the calendar year then it’s a definite NO vote. At Emerson, this ratio for Surendralal (Lal) Karsanbhai is 426:1. NO.The Gender Gap here (-14%) is ridiculous. Here’s another easy trigger for you: vote NO on at least one male nomination committee member (preferably the chair) if the Gender Gap is at least -10%. In this case, the top 6 most powerful directors are all men (with an aggregate 81% influence!). We only have four choices unfortunately (since this is a classified board; an SHP on declassification next year is a must): lucky for us the Nominating Committee chair is one of our choices: the CEO of the Business Roundtable Joshua Bolten and his 12% influence. Good bye, Josh. Let’s also vote out the CEO (and his 14% influence) to support my belief that there are too many CEOs on boards. The Chair (former Ernst & Young CEO James Turley) is already powerful enough so let him run the show.Rockwell Automation.666 overall; -6% gender gapOnly 4 nominees (SHP declassification next year, please): James Keane is “lead independent director” despite 13 years tenure. Vote NO on any “lead independent director with at least 10 years tenure. Promote Pamela Murphy and her .759 average to LD. I already promoted her to Visa board chair so her profile is recently elevated. If she’s too busy then appoint Microsoft Chief Accounting Officer Alica Jolla: a powerful woman of color with only 2 years board tenureCEO Blake Moret 306:1 Pay Ratio: NO according to my 100:1 policy.Tyson Foods: Too many directors and too many Tysons.Pick a Tyson to get rid of: I say John H. Tyson: he’s got too much power anyway as former CEO and current Chair and it was his embarrassing kid (and former CFO) John R. so bye bye John H.Also, get rid of Kevin M. McNamara. He’s been there since 2007 and is rated poorly (.174). It’s enough already.Also, this is an easy SHP to support: “Shareholders request that Tyson Foods disclose the voting results on matters subject to a shareholder vote according to the class of shares, namely differentiating between those shares carrying one voting right and those carrying multiple voting rights.”Say on Pay (see Emerson Electric above): Donnie King 525:1 is a NO.DAMION:That’s the Proxy Countdown for the week of January 27, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks and wayward directors drinking rancid water.<OUTRO THEME>

Scott’s Miracle Gro, Becton Dickinson, Visa, Jacob’s Solutions, Walgreens

Think like an activist: Korea Tobacco & Ginseng with Sunghyun Lee at Flashlight Capital

PROXY COUNTDOWN SCRIPT<THEME MUSIC>This is Proxy Countdown. Welcome to the big show for the week of October 28, 2024  alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Compensation Committee shenanigans at CorpayRoss Stores unloads the money truck for a guy who sells bootsBi-polar voters at NeogenOne less Schmuck at Consumers BancorpAnd on the Big Vote, a halloween special data dive: zombies and the almost dead<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:Kenneth M. Fisher has joined the board at APA Corporation. Ken is a Certified Public Accountant; the CFO at ChampionX; and former CFO at Noble Energy. One of his new roles at APA will be joining the board’s Cybersecurity Committee. As if to say, does any of this really matter in the first place?The most powerful woman on the board of Entergy Corporation, former Arkansas Senator Blanche Lincoln. She was Entergy’s longest-tenured director and stepped down with 11% influence. Blanche’s sister Mary Lambert directed Madonna’s “Like a Virgin” video in 1984.The Compensation Committee at Corpay has modified its CEO’s 2021 option award. Ronald Clarke originally received the $56 million option award in 2021 from a Compensation Committee chaired by Thomas Hagerty.For roughly two-thirds of the award to vest, Corpays share price needed to be at least $350 for 10 consecutive trading days. The remaining third would vest if the share price hit $400. On Monday, October 28th, as Corpay’s share price coincidentally hit $351, the Compensation Committee announced that two-thirds of the award would vest if Corpay’s stock price hit $350 “for at least 3 trading days by December 31, 2024.” That’s it. Not 10 days. And not even 3 consecutive days. Just 3 days. They also canceled the remaining part of the award that was now impossible: hitting a share price of $400. And went on to say that “the CEO agreed to forgo any new equity grants in 2025.” Which suns heroic until checking the proxy statement and realize that his equity award was $1.4M in 2023 and $0 in 2022. According to the filing, “The modified performance option award was approved by the Compensation Committee of Corpay, which is composed entirely of entirely of independent directors.” That is verbatim from the filing. And the reason why they probably stuttered at that point and got flustered was because they knew that the Compensation Committee was not ethically independent. Compensation Committee member Thomas Hagerty has served with CEO Ronald Clarke on the board of Dayforce since 2018, where they both serve together on Dayforce’s Compensation Committee. A third member of Corpay’s board, in fact, has served with them at Dayforce since 2018, Gerald Throop, Dayforce’s so-called Lead independent Director.OpenTable CEO Debby Soo joins The Kraft Heinz board. A positive move considering only 17% of current Kraft Heinz influence is female.A leadership transition is underway at Ross Stores, where former Boot Barn CEO James Conroy will replace Barbara Rentler as CEOWho’s not leaving is former CEO and current Executive Chair Michael Balmuth, the man with the most influence on the board of Ross Stores. Barbara, too, will continue to be paid for a while, she will continue as an employee of the Company, and will serve as a Senior Advisor for the remainder of her employment term, through March 31, 2027.The new CEO’s golden hello award includes stock granted on his start date worth $8M; a sign-on cash bonus of $7.625M, another initial stock award worth $32.2M; a relocation bonus of $800,000; temporary housing; and travel and relocation benefits.And lastly, at Morgan Stanley, CEO Ted Pick will officially become board chair on January 1st. At that time, former CEO and Chair James Gorman will be named Chairman Emeritus and as a non-employee advisor to the Company for an annual fee of $400,000, continuation of current health benefits, access to a car and driver, office and administrative support for Company business, and rights with respect to the indemnification and advancement of expenses of directors and officers of the Company, despite the fact that he will neither a director or an officer of the company.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist Investor Legion Partners has increased its stake in Five9 and is pushing for a board seat and cost-cutting measures. The Five9 board is controlled by CEO Mike Burkland (35%) and Lead Independent Director David Welsh (15%) who has been a board member twice, starting in 2005, and then another tenure starting in 2011.Corvex Management LP has taken a stake in Fortrea Holdings, a clinical trials management company that was spun out of Labcorp Holdings. Activist investor Starboard Value disclosed its stake in the company last year. Fortrea’s board notably consists of only one female director, Machelle Sanders, who has 2% of total board influence. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Moving over to our vote results table, the winners of the week are Robert Lisicki and Arnout Ploos van Amstel at  Zura Bio Limited: 99.97% supported their election to the company's board.51%  of the vote rejected Say on Pay at Neogen Corporation. Frankly, it’s hard to see what changed in the company’s pay plans over the last year when shareholders overwhelmingly approved Pay with 97% support.Let’s talk about Consumers BancorpFirst of all, there were almost as many non-votes (approximately 850,000) as there were For votes (about 1.2 million). Maybe shareholders should get off the couch?And Second of all, Harry W. Schmuck Jr. retired as a member of the Board.Really? Schmuck is bad enough but Harry Schmuck? What is happening here? And he’s a junior?? His dad, also called harry Schmuck, wanted to keep that legacy going? Why?And finally, nothing much going on at the only two large cap meetings last week: shareholders are perfectly content across the board at Bio-Techne and Parker-Hannifin.<THE BIG VOTE BUMPER>THE BIG VOTEHALLOWEENNorth America/90+/at least 10% influence & most influenceThe old guy who really knows real estateMilton Cooper (95): Kimco Realty (45%)Founder, former CEO, former Chair, director since 1991Serves with Philip E. Coviello (80) on Kimco and Getty Realty (25%)-18% gender gap-16% gender gapThe WilliamsWilliam Stiritz (90): Post Holdings (31%)6 other directors over 70Robert Vitale (22%) is next-16% gender gapWilliam Stinson (90): Westshore Terminals Investment Corporation (37%)Also Canfor Corporation (6%)M. Dallas H. Ross (16%) is nextOne woman (6%); -7% gender gapOld and majority controlWarren Buffett (92): Berkshire Hathaway (67%)-19% gender gapHoward Graham Buffett (69; 5%)Susan A. Buffett (69; 3%)Joseph Field (92): Audacy (74%)-20% gender gap; 2 womenDavid J. Field (61; 16%)OldestGeorge Joseph (101): Mercury General (75%)-24% gender gapJoshua Eric Little (52; 7%)The only female powerEllen Gordon (91): Tootsie Roll Industries (85%)Virginia L. Gordon (70; 11%)Family keepsakesBernard Saul (90): Saul Centers (14%)Chairman, Chief Executive Officer and Director since June 19933 other directors in 80sAndrew Saul (57%)-2% gender gapBruce Gottwald (90): NewMarket Corporation (18%)Thomas E. Gottwald (75%)-27% gender gapRocco Ortenzio (90): Select Medical Holdings (41%)Rocco Ortenzio (66; 43%)-18% gender gapHonorable mentionsClaudio Xavier Gonzalez Laporte (91)Kimberly-Clark de Mexico, S.A.B. de C.V. (13%; Former CEO)ALFA, S.A.B. DE C.V. (10%)GRUPO CARSO, S.A.B. DE C.V. (7%)Grupo Mexico, S.A.B. de C.V. (6%)Louis Sullivan (90); Emergent Biosolutions (Pay Committee chair and Audit Committee member)United Therapeutics (Pay & Nom committees)MATTZOMBIESDirectors with <50% FOR votes in 2024 who stayed on the board anywayBecause the undead can’t be killedWhich boards have the highest zombie influence?Ingles Markets, 4% of influenceErnest FergusonJohn LowdenBoston Beer Company, 9% of influencePhaedra ChrousosPaul SekhriAO Smith, two women with 11% influenceIlham KadriVicki HoltAkero Therapeutics, 21% of influenceSeth HarrisonYuan XuTG Therapeutics have 3, 22% of influenceDaniel HumeSagar LonialYann EchelardClarus Corporation, 42% of influenceDonald HouseNicholas SokolowParamount Group - 59% of influence!Family legacy - Katharina Otto-Bernstein, the Otto family owns 14% of shares and still couldn’t keep her from getting voted out!They obviously “rejected” her resignation since she’s related to the founder and controls 14% of the shares through familyKRAKENSDirector with the most 2nd degree connections in our database, on a board or not currentlyThey have a LOT of tentacles, it’s hard to escape themCaveat here - a lot of power/infrastructure companies and Asian companies have multiple traded subsidiaries with the same board members, so I looked at both total 2nd degree connections and discrete connections (ie, number of actual individuals they’re connected to, not the number of times or ways they’re connected)Paul Desmarais, Power Corporation of Canada and IGM Financial653 connections inside 2 degrees69 discrete connections“Discrete leverage” of 9.5 (on average, he’s connected about 10 ways to each director)Connections through:POWER CORPORATION OF CANADAIGM FINANCIAL INCHolcim AGTotalEnergies SESGS SAENGIE SAGREAT-WEST LIFECO INC.GROEP BRUSSEL LAMBERT NVPOWER FINANCIAL CORPEd Liddy, retired kraken324 connections71 discretes!Discrete leverage of 4.6 - he was on so many high level boards, he’s only connected to 5 directors at eachConnections through:THE BOEING COMPANY3M COMPANYABBOTT LABORATORIESTHE ALLSTATE CORPORATIONAMERICAN INTERNATIONAL GROUP, INC.THE GOLDMAN SACHS GROUP, INC.THE KROGER CO.ABBVIE INC.Jean-Martin Folz, retired kraken361 connections71 discreteDiscrete leverage of 5.1Connections through:AXA SACARREFOUR SACOMPAGNIE DE SAINT-GOBAIN SAALSTOM SASOCIETE GENERALE SASOLVAY SAEUTELSAT COMMUNICATIONS S.A.Auttapol Rerkpiboon, on PTT companies - Thai oil828 connections81 discreteLeverage of 10.2Claudio Zavier Gonzalez Laporte, chair of Kimberly-Clark de Mexico532 connections91 discrete!Discrete leverage: 5.8Connections run through:GENERAL ELECTRIC COMPANYKIMBERLY-CLARK CORPORATIONUNILEVER PLCTHE HOME DEPOT, INC.ALFA, S.A.B. DE C.V.GRUPO CARSO, S.A.B. DE C.V.Grupo Financiero Inbursa, S.A.B. de C.V.Grupo Mexico, S.A.B. de C.V.GRUPO TELEVISA, S.A.B.KELLANOVAKimberly-Clark de Mexico, S.A.B. de C.V.Bolsa Mexicana de Valores, S.A.B. de C.V.MUMMIESDirectors that aren’t family, founder, insider, CEO, controlling shareholder, or executives with tenure >20 years and less than 10% influence in the USJust wrap them up and put them in the cornerThere are a whopping 543 of them114 of them are lead independent directorsHere are the top 5 mummies that investors keep covering in desiccant year after year with FOR votes:Tony James, 73Costco board, 9.8% influence, on the board since the year Kevin Durant and Adele were bornHere was our take on our Costco show:First of all, Hamilton James being nicknamed “Tony” is like nicknaming King Charles “‘Lil Chuckie” - James is pure royalty - Choate, Harvard, investment banking, Blackstone prez, trustee of everything in NYC, worth ~3bn.  I know the board likes to keep OG, but 38 years for a NON FOUNDER?  C’mon.  Vote against James.Stuart Subotnick, 82Carnival Corporation, 7.6% influence, on the board since Reagan’s second termWhat we said:AGAINST Subotnick - Blackrock voted against the pay committee last year because they didn’t like them - vote out the director in charge of picking directors to put on the committee in this case given he’s been there for over 30 years - he is not independent, he is a 100% insiderLawrence Schorr, 69Dick’s Sporting Goods, 5.7% influence, on the board since Roger Moore was still James BondWalter Fiederowicz, 76Photronics, Inc, 2.7% influence, on the board since Reagan’s first termGeorge Orban, 77Ross Stores, 8.2% influence, on the board since 1982… I was 3.96% FOR votes in 2024!4 directors over 20 years - they have FOUR MUMMIESVAMPIRESDirectors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years oldAncient AND blood suckingThere are only FOUR globallyBill FrankeFrontier Group, US86 year old man, 63.4% influence11 year tenureStefano PessinaWalgreens, US82 year old man, 63.2% influence12 year tenureSven-Olof JohanssonFastPartner AB, Sweden78 year old man, 87% influence28 year tenurePo Chu ULai Sun Development, HK99 year old woman, 53.3% influence40 year tenureShe’s the mother of the chair and the grandmother of another directorIGORSOn 4+ boards in the last 10 years, pay chair of at least one company, and pays the CEO in the top quartile of all directors globally despite generating bottom quartile earningsWHATEVER YOU SAY MASTEROnly TWO candidates who are chairs of the pay committees - top Igors:Matthew EspeTwo current boards - Wesco International and Diebold NixdorfBats .133 for earnings, .492 for TSR, and a stellar 0.045 for CEO payTim HaleyFOUR current boards - Netflix, 2U, Zuora, and ThredUpBats .200 for earnings, .361 for TSR, and .122 for CEO payFRANKENSTEINDirectors with <50% FOR votes in 2023, stayed on the board as a zombie, and got >50% FOR votes in 2024Every good zombie movie ends with the zombies winning?There is only ONE I could find in our data… but it’s still unbelievableMark Currie, Ironwood Pharmaceuticals55.8% vote against in 20234% vote against in 2024!!  4%!!!No committee changes, no investor table changes… still there, sitting on the comp committee as a member, still the only director with vote against in 2023DAMION:That’s the Proxy Countdown for the week of October 28, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.<OUTRO THEME>

PROXY COUNTDOWN SCRIPT<THEME MUSIC>This is Proxy Countdown. Welcome to the big show for the week of October 21, 2024  alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:The glass cliff crumbles at CVSWalt Disney keeps trying to replace Bob IgerAccelerated retirements at Southwest AirlinesAn angry shareholder mob at KlarnaAnd on the Big Vote, Lam Research’s high-priced board  <TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:CEO Karen Lynch is out at CVS Health Corporation and has been replaced by David Joyner. Also, independent board Chair Roger Farah has been promoted to Executive Chair.FFA: Karen Lynch (16%) vs. Roger Farah (16%)Out in Australia, WiseTech founder Richard White has resigned as CEO and director. But this is what the board says when you are the company’s biggest shareholder and controls 44% of board influence: “The board has agreed, following Mr White’s request, that he will stand down as a director and as chief executive with immediate effect, take a short period of leave … When Mr White returns from leave, he will commence a new full-time, long-term consulting role, focused on product and business development.” For this role, on a 10-year term with the title “Founder and Founding CEO”, White will be paid $1m a year.Mr. White has faced claims from multiple women that he bought them houses and invested in their businesses in exchange for sex. The lurid allegations get worse from there, including reports of violence, intimidation, and retaliation. WiseTech board chair Richard Dammery, who announced an independent inquiry, said “recent weeks have been challenging and uncertain ones for our people”. Despite the fact that in 2019, former board member Christine Holman resigned from the board and accused White of “sustained intimidation and bullying”. While the board expressed ongoing confidence in the company’s leadership, shareholder pressure ultimately forced the board’s hand following the Founder and Founding CEO’s extremely public dispute with a former lover in federal courtDespite the turmoil and allegations, Roy van Keulen, analyst at Morningstar, said "Given our assessment of WiseTech as a product-led company, we consider White's continued involvement in this area of the business to be a positive outcome for shareholders."According to an 8-k filing, The Walt Disney Company announced that board chair Mark Parker will resign on January 2, 2025. Then, if you were smart enough to click and open the exhibit 99.1 attached to the 8-k filing you would have learned former Morgan Stanley CEO, and it’s current executive chair, James Gorman will become Disney’s new board chair. Disney also announced that it would name longtime CEO Bob Iger’s replacement in early 2026 and that Gorman would be in charge of that process.In big money news:Molina Healthcare is giving CFO Mark Keim a special one-time stock award worth roughly $17M jus for being Mark; andAmit Zavery is ServiceNow’s new Chief Product Officer and Chief Operating Officer and will receive $3M in cash and $29M in stock. The generous award is to make up for the burden of his new corporate headquarters being located 11 miles from his old corporate headquarters.In a blow to our very own Matt Moscardi, his favorite greenwashy director, Greg Goff at Exxon Mobil is stepping down.Bela Bajaria  has joined the board of The Coca-Cola Company.  Bela is the Chief Content Officer at Netflix. While this is potentially a head-scratching addition, it ignores the reality that both Coca-Cola and Netflix are two of the world’s most powerful drug companies, reinforcing the notion that many large cap companies are mis-classified.H.B. Fuller board chair Lee Mitau is resigning. FIrst he will step down as Chair on January 21, 2025 and as a director on January 23, 2025. It makes you wonder what the hell will be going on on January 22.And finally, in a move that will shock investors across the globe, JPMorgan Chase has appointed a director named Brad Smith.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHThe big news is out of Southwest Airlines, where the company has seemingly ended its feud with activist investor Elliott Management. In a deal to avert a proxy fight, CEO Bob Jordan will keep his job, Executive Chair and former CEO Gary Kelly will push up his retirement, and Elliott will name six directors to the board.According to the filing, Kelly will retire precisely at 11:59 p.m. Central Time on November 1, 2024.As was previously announced, six other directors will be stepping down at 11:59 p.m. Central Time on November 1, 2024: David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau–none of whom seemed to have experience befitting the board of a major airline carrier.The company states that “None of the departures from the Board described herein are due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices” even though we know that is precisely why they are stepping down.The six new directors are: Pierre Breber (former Chevron CFO), David Cush (former CEO Virgin America), Sarah Feinberg (former Administrator at the Federal Railroad Administration, Chief of Staff to the U.S. Secretary of Transportation and Interim President and CEO of the New York City Transit Authority), Dave Grissen (former Group President of Marriott International), Gregg Saretsky (former CEO of WestJet) and Patricia Watson (Chief Information and Technology Officer at NCR Atleos).Activist investor Jana Partners has bought a 5% stake in  Lamb Weston, criticizing the potato-products supplier of “self-inflicted mis-steps.” Which either means that the fries are soggy or the directors are burnt.Activist JCP Investment Management has taken a 2% stake in the Cheesecake Factory and is urging the restaurant operator to spin off three of its smaller brands into a separate public company. Raise your hand if you’ve heard of any of these places: North Italia, an Italian casual-dining concept; Flower Child, a health-focused fast-casual chain; and Culinary Dropout, a gastropub known for its pretzel bites and fried chicken.The board at Cheesecake Factory is dominated by Chair and CEO David Overton, who co-founded the company with his parents in 1978. It’s also dominated by the pasta carbonara with chicken, which clocks in at 2210 calories and 147 grams of fat.And speaking of unhealthy, Activist investors JCP Management and Jumana Capital have respectively taken 7.9% and 3.7% stakes in the Colorado-based casual-dining restaurant chain Red Robin Gourmet Burgers. According to reports, the investors are asking for extra pickles.  <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Moving over to our vote results table, The winner of the week is Drury (Dru) Armstrong at  Paycor HCM: 99.94% supported her election to the companies board. Or maybe they just support her nickname?At Seagate Technology, 35% of shareholders said NO to director Mark Adams. Mark was nominated by the Board to fill the vacancy resulting from a retiring director and previously served as a director for the Company from 2017 to 2022And finally, at Swedish company Klarna, 87% of shareholders voted to Remove Mikael Walther From Board. No reason was given by the company for Walther’s removal. Bloomberg reported he had questioned governance decisions at the company, including a bonus scheme that he said could hand Klarna co-founder and Chief Executive Sebastian Siemiatkowski as much as $35 billion in the next years. THat’s a pretty good reason.<THE BIG VOTE BUMPER>THE BIG VOTELAM RESEARCHAGM Date: November 5, 2024Documents2024 Proxy2023 Proxy2023 Voting results2022 Voting resultsGeneral ObservationsOwnershipInstitutionalVanguard 9%BlackRock 9%Individualn/aPerformance outliers: (vs. industry)Overall: .635 (.603)Michael Cannon .445EBITDA .621 (.463)n/aTSR .559 (.467)n/aCarbon .513 (.481)Michael Cannon .215Controversies .815 (.896)Michael Cannon .471Board stuffCommitteesAudit (a)Compensation and human resources (c)Nominating and governance (n)Innovation and technology (t)Skills(Non-Executive Directors)Computers and Electronics (19%)Communications and Media (11%)Physics (9%)Engineering and Technology (9%)Economics and Accounting (7%)(Executive DIrectors)Physics (8%)Diversity GapsFemale Power Gap 27%/19% (-7%)Industry average female influence = %Insider influence: %Industry average %OtherMatt:Non US sales 93% of sales29% of employees are R&DManufactures fab equipment - they’re the supplier to chipmakers, primarily in AsiaThree clients make up just under 20% of revenue, the biggest is Taiwan SemiconductorTaiwan Semi just had an issue where one of their chips ended up hidden in a Huawei device that wasn’t accounted for by US importsProposal 1: Election of  DirectorsAnnual Elections for ALL 14 directors? YESNOMINEESSohail U. Ahmed 66 m 2019 at 2%SVP IntelVotes Against Last AGM: less than 1%Timothy M. Archer 57 m 2018 17%CEO since 2018; previously at NovellusOther Current Public BoardsJohnson ControlsVotes Against Last AGM: less than 1% Eric K. Brandt 62 m 2010 Cn 16%Former CFO Broadcom; former CEO Avanir Pharmaceuticals; former CFO AllerganOther Current Public Boards in last five years:Option Care Health, Inc.Gen Digital Inc.The Macerich CompanyDentsply Sirona Inc. (former)Altaba Inc. (former)Votes Against Last AGM: 12%Ita M. Brennan 57 f 2024 n/a%Former CFO Arista NetworksOther Current Public Boards in last five years:Planet Labs PBCCadence Design Systems, Inc.LogMeIn, Inc. (former)Votes Against Last AGM: n/a Michael R. Cannon 71 m 2011 aN 12%General Partner of MRC & LBC Partners, LLC, a private management consulting company Other Current Public Boards in last five years:Seagate Technology Holdings plcDialog Semiconductor Plc (former)Votes Against Last AGM: 11%John M. Dineen 61 m 2023 a 3%Operating Advisor at Clayton, Dubilier & Rice LLC, a private equity investment firm; former GE execOther Current Public Boards in last five years:Cognizant TechnologySolutions CorporationSyneos Health, Inc. (former)Merrimack Pharmaceuticals, Inc. (former)Votes Against Last AGM: less than 1% Mark Fields 63 m 2024 n/a%Senior Advisor at TPG Capital LP, a global alternative asset firm; former CEO Ford (2014-2017)Other Current Public Boards in last five years:Hertz Global Holdings, Inc.QUALCOMM IncorporatedTPG Pace Beneficial II Corp. (former)TPG Pace Solutions Corp. (former)Votes Against Last AGM: n/aHo Kyu Kang 62 m 2023 T 2%Professor in the Department of Systems Semiconductor Engineering at Yonsei University; former EVP and Head of Research at the Semiconductor R&D Center of Samsung ElectronicsVotes Against Last AGM: less than 1%Bethany J. Mayer 62 f 2019 ant 10%Executive Advisor of Siris Capital Group LLC, a private equity firm; former EVP Sempra Energy; former CEO Ixia (a test, visibility, security solutions, network testing tools and virtual network security solutions provider for applications across physical and virtual networks)Other Current Public Boards in last five years:Astera Labs, Inc.Box, Inc.Hewlett Packard Enterprise CompanyMarvell Technology Group Ltd. (former)Sempra (former)Votes Against Last AGM: 10%Jyoti K. Mehra f 48 2021 c 3%EVP Human Resources of Gilead SciencesVotes Against Last AGM: less than 1%Abhijit Y. Talwalkar 60 m 2011 cnt 19% Chairman; former CEO LSI Corporation Other Current Public BoardsAdvanced Micro Devices,iRhythm Technologies,TE ConnectivityVotes Against Last AGM: 16%Matt:Are you sitting down for this insanity?  The CEO is NOT THE CHAIROur data shows the CEO has less influence than the chair, as it should beFirst year it’s been this wayChair Talwalkar has been there for 7 full years prior to the CEO taking a seat on the board, oversaw the acquisition of Novellus that brought the CEO inMember of all committees except auditOverall, this board is incredibly balancedIt fits the industry comp (Applied Research) for knowledge typesLess econ, more engineering, but all within the band of reason90% of directors have core competency in the business and no tricky biosThey are all effectively fancy manufacturers or manufacturer adjacentThe worst performers are just mediocreThey have some long tenured members mixed with n00bsSo what would you pay for a board that sat on a company that has grown exponentially, plateaued recently and is facing some headwinds, but is full of top performers in general?Director payWent from ⅔ stock in 2012 to 50/50 in 2024, and $225k ave total in 2012 to more than $400k in 2024This includes equity at grant date value, NOT take homeCould help explain the plateauing - everyone is wealthy and fat now, they’re taking chips OFF the table, not putting them on - particularly the long tenured directorsThe CASH ONLY portion of pay went up more than 200% in those 12 years - that’s basically a 19% raise every year for 12 yearsI did a deep dive into the highest paid board member, chair Abhijt TalwalkarThere is no disclosure of stock value at vest date, you have to get it from individual form 4s and it’s near impossible to see the actual buy/sells, so we have no idea how much directors actually get paid - so I took Talwalkar’s disclosed total shares every year, which vest annually anyway, and assumed if the stock number went down he sold at the end of year price, if it went up he’s still sitting on itI estimate between sales and current value of stock, Talwalkar took home $4.1m from sales and $11.8m in current value - so he got $15.8m in stock from 2011 to 2024Add in cash they paid him, and he took home at least $6.1 and has $11.8m in stock, so he got a total of $17.9m in 13 yearsThat’s an annual pay of $1,377,519 vs. the disclosed $522,619 in 2024, the highest yearLet’s put that number in perspective - I got the meeting count for every year for the board and committees for every yearsThere were 246 total meetings that Talwalkar attended in 13 years - an average 19 per year, one about every 3 weeksFull board meetings we estimate be 6 hours, then 2 hours per meeting for each other meeting - that would be about 924 hours in 13 years of meeting timeIf we’re REALLY generous an assume Talwalkar did 3 hours of prep for full board meetings and 2 hours for committee meetings, that would 1,524 total hours, or 117 hours per year (3 full weeks at 40 hour weeks)As chair of the board, let’s assume there’s an extra 50% - 2,286 hours, or So $1,377,519 per year for 175 hours is $7,833/hour - or the equivalent of $24.4m if it were a full time job (ie, an executive working 60hrs/week)Talwalkar is getting the per meeting equivalent as hiring a celebrity speakerActual celebrities making as much for appearance fees:Emmitt SmithKiller MikeMario LopezBen CarsonEric TrumpMaye MuskJoseph StiglitzThe entire band Alabama ShakesSo if we extrapolate to the entire boardThe “FTE” board is making between $20m per person, so you’re paying for $120ish million of power in the roomConsidering director keep their jobs at a 96% rate, and investors have told us they don’t care about them - IS THIS WORTH IT?VotesAgainst Talwalkar - no single director, much less one at a company that has plateaued and declined in revenue over the last three years, should get more than $500k summary comp for a year - and he’s been there for 13 years, longer than the CEO and has more influence.  Talwalkar, Brandt, and Mayer are also the connected board members - and Brandt and Talwalkar have been around longestAgainst Brandt - for the same reasons.  Does the comp committee also set the director pay?Proposal 2: Say on Pay5% NO in 2023CEO Pay Ratio: 361:1$83,462 medianCEO Timothy Archer $30M total for 2024Up from $18M in 2023Proposal 3: AuditorNobody cares: Ernst & Young 5% NO 2023Matt:Proposal 4: SHP regarding DAMION:That’s the Proxy Countdown for the week of October 21, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.<OUTRO THEME>

PROXY COUNTDOWN SCRIPT<THEME MUSIC>This is Proxy Countdown. Welcome to the big show for the week of October 14, 2024  alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:The Qualcomm board smells a lot more like Hewlett PackardAn early Christmas at Motorola SolutionsPfizer is playing defense with a man named MortimerA moral victory for Arjuna Capital at The Procter & Gamble annual meetingAnd on the Big Vote, Matt waxes poetic about Parker-Hannifin, the company you think you might of heard of at one point<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:The QUALCOMM board has added Hewlett Packard Enterprise CFO Marie Myers. This is a positive development for fellow QUALCOMM board member Ann Livermore, who also comes from Hewlett Packard.Two AutoZone directors are stepping down: D. Bryan Jordan and Enderson Guimaraes. This is a positive development for our very own Matt Mosicardi who suggested Jordan be voted out at their last annual meeting.F5 increases from F3 to F5 as two women are joining the board: Julie Gonzalez and Maya McReynolds, both of whom will join the Audit Committee. F3 to F5, get it?After just four months of board tenure, Ekta Singh-Bushell has decided to step down from the board of Cisco Systems. That’s it. No other information from the company. Maybe because the board is dominated by 89% influence from six male directors? This includes a male CEO, a male Chair, a male Lead Director, a male Audit Committee chair, a male Compensation Committee chair, and yes, you can see where this is going, a male Nomination Committee chair. Even the chair of the Environmental, Social, and Public Policy Committee is a man, the former CEO of the world's largest weapons manufacturer, Wesley Bush from Northrop Grumman. The Compensation Committee at Motorola Solutions has announced an early Christmas for all employees named Chief: CEO and Chair Gregory Q. Brown’s equity grants will now include an extra $5 million.Similarly, “special retention grants” valued at $12 million each will be given to CFO Jason J. Winkler, COO John P. Molloy, and CTO Mahesh Saptharishi. And lastly, Mortimer J. Buckley is joining the board of Pfizer.Mortimer is the former CEO of The Vanguard Group, not to be confused with Mortimer Duke, one of the two controlling founders of "Duke & Duke Commodities Brokers” alongside his brother Ranolph Duke.According to one report, Randolph and Mortimer are both greedy, ruthless, and dishonest, and both believe that their wealth and social status entitles them to do whatever they want, with no consequences.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHPfizer is playing a bit of defense in its ongoing battle with activist investor Starboard Value by adding Mortimer Buckley to the board. “Tim” is the former CEO of Vanguard, Pfizer's biggest investor with 9% of voting power. Buckley's appointment was announced one day before Pfizer and Starboard Value are scheduled to meet.It was just last week that Starboard accused Pfizer of threatening litigation against two renegade former executives–Former CEO Ian Read and former CFO Frank D’Amelio–that initially were supportive of the investor’s turnaround campaign at the pharmaceutical giant.Activist investor Bluebell Capital Partners has called for BP chair Helge Lund to quit. Bluebell  co-founders, Guiseppe Bivona and Marco Taricco, described the petrochemical giant’s recent performance as “unacceptably dire” and “embarrassing”, voicing particular concerns about the lack of clarity from leadership around its long-term approach to fossil fuels.Bluebell wants BP to be more fossil fuel-hungry like rivals Shell and Exxonmobil. Last week, Reuters claimed the firm had abandoned its target to cut oil and gas output by 40 per cent by 2030. And in June, CEO Murray Auchincloss paused all recruitment and new projects in its renewable division.Bluebell, which has already successfully campaigned for the removal of Danone’s boss Emmanuel Faber and Hugo Boss chief Mark Langer, said that while reports of BP watering down its focus on renewables was welcome, the lack of clarity was “indefensible and utterly outrageous”.And lastly, Activist investor Palliser Capital is Pushing for Change at AI Chip Investor SK Square. It wants to add board members with more asset-management experience and to tie executive pay to company performance. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE The winner of the week is Champions Oncology director Scott Tobin, who received the support of 99.99% of shares voted at the company’s annual meeting.A bunch of those votes came from Tobin himself, who controls 18% of voting power.In case you are keeping score, it was 9,167,706 votes FOR Tobin and only 508 NO.To put the love for Scott into perspective, 4 other directors received over 10% NO votes.I should also add that this is one of my favorite company names: Champions Oncology. Kind of says it all.They also have a wonderfully candid Board Diversity Matrix:There are some pissed off shareholders at BioNexus Gene Lab CorpAbout 60% NO for:Su-Leng Tan LeeCEO, Acting CFO, and DirectorMuhammad Azrul bin Abdul HamidChairman of the Compensation Committee, Chairman of the Corporate Governance and Nominating CommitteeChee Keong YapChairman of the Audit CommitteeShareholders are clearly pissed off about the company’s stock price which is currently 38 cents.Large (leagues 3&4)At RPM International, the company needed at least 80% of outstanding shares to vote yes to require the annual election of Directors: they got 80.2%. That must have been a fun champagne-soaked celebration.And at The Procter & Gamble Company, a shareholder proposal from Arjuna Capital requesting a report on both quantitative median and adjusted pay gaps across race and gender received the support of 30% of shareholders. Another moral victory considering Vanguard and BlackRock control more than 16% of the vote.<THE BIG VOTE BUMPER>THE BIG VOTEParker-HannifinAGM Date: October 23 , 2024Documents2024 Proxy2023 Proxy2023 Voting results2022 Voting resultsGeneral ObservationsOwnershipInstitutionalVanguard 8%BlackRock 7%Individualn/aPerformance outliers: (vs. industry)Overall: .642 (.583)Jennifer Parmentier .805Lance Fritz .445EBITDA .686 (.473)Jennifer Parmentier .819Laura Thompson .466TSR .541 (.447)n/aCarbon .487 (.483)Lance Fritz .116Controversies .789 (.805)Lance Fritz .123Board stuffCommitteesAudit (a)Corporate Governance and Nominating (n)Human Resources and Compensation (c)Skills(Non-Executive Directors)Economics and Accounting (25%)Building and Construction (15%)Mechanical (9%)Medicine and Dentistry (5%)(Executive Directors)Building and Construction (12%)Mechanical (4%)Diversity GapsFemale Power Gap 45%/53% (8%)Industry average female influence = %Insider influence: %Industry average %Other5 of last 7 appointed directors womenLots (7) of “lifer directors”: Fritz, Harty, Lobo, Parmentier, Thompson, Verrier, WainscottDirector movementLee C. Banks retired 12/31/23Thomas L. Williams retired from board and as Exec Chair 12/31/23Åke Svensson retiring 10/23/24mandatory Director retirement policyJillian C. Evanko retiring 10/23/24Matt:Parker$82bn market cap64% US sales/ops, 36% non-US10% of revenue is defense contractsIndustrial partsCEO Parmentier has the following sexy background: worked in Motion Systems Group, Engineered Material group, Instrumentation group, Hose Products division, Fluid Connectors group, Trane residential systemsStock go up, no one selling (buy rec overall)Standard “we hired a consultant to look innovative” strategyThe “Win Strategy”... which they trademarked (???!!!)One of the goals is “ESG” - which is not a goal or a thing“Kaizen” is Japanese incremental improvement theory of businessNot unionizedThis company is so boring as to be deceiving - it’s a Fortune 250 and SP500 companyProposal 1: Election of  DirectorsAnnual Elections for ALL 14 directors? YESNOMINEESDenise Russell Fleming 54 f 2023 na 5%Chief Information Officer Becton, Dickinson & CompanyOther Public Company Directorships (current in bold): NoneVotes Against Last AGM: 1%Lance M. Fritz 61 m 2021 cn 6%Former Chair/CEO Union Pacific CorporationOther Public Company Directorships (current in bold):Fiserv Inc. (since 2024)Union Pacific Corporation (former) (2015-2023)Votes Against Last AGM: 3%Linda A. Harty 64 f 2007 na 11%Former Treasurer Medtronic plc and Cardinal HealthOther Public Company Directorships (current in bold):Westinghouse Air Brake Technologies Corporation (Wabtec) (since 2016)Chart Industries, Inc. (since 2021)Syneos Health, Inc. (former) (2017-2023)Votes Against Last AGM: 9%Kevin A. Lobo 59 m 2013 cA 11%Chair/CEO Stryker CorporationOther Public Company Directorships (current in bold):Stryker (since 2012)Votes Against Last AGM: 3%Jennifer A. Parmentier 57 f 2023 19%Chair/CEO Parker-Hannifin CorporationOther Public Company Directorships (current in bold):Nordson Corporation (since 2020)Votes Against Last AGM: 3%E. Jean Savage 60 2024 na %CEO Trinity Industries, Inc.Other Public Company Directorships (current in bold):Trinity Industries, Inc. (since 2018)WestRock Company (2022-2024)Votes Against Last AGM: n/aJoseph Scaminace 71 m 2004 Cn 9%Former Chair/CEO OM Group, Inc.Other Public Company Directorships (current in bold):Cintas Corporation (since 2010) (Lead Director)Votes Against Last AGM: 8%Laura K. Thompson 60 f 2019 na 9%Former CFO The Goodyear Tire & Rubber CompanyOther Public Company Directorships (current in bold):Wesco International (since 2019)Titan International, Inc. (since 2021)Votes Against Last AGM: 3%James R. Verrier 61 m 2016 ca 6%Former CEO BorgWarner, Inc.Other Public Company Directorships (current in bold):BorgWarner, Inc. (former) (2013-2018)Votes Against Last AGM: 1%James L. Wainscott 67 m 2009 cN 11%Lead DirectorFormer Chair/CEO AK Steel Holding CorporationOther Public Company Directorships (current in bold):CSX Corporation (since 2020)Votes Against Last AGM: 7%Matt:We talk a lot about the midwest manufacturing mafia - traditional, mature, longstanding US companies based in the midwest, primarily around Chicago, where the board members horse trade each other for permanent job security.Parker Hannifin isn’t just one of those companies, it might be the single most egregious board in that respect.  The amount of educational, experiential, and geographic overlap is egregious - this is a $82bn company that trades at $635/share and has existed since 1917.Here’s the high level:Age/GenderNot too old - 60 average age50/50 male/femalePositive female power gap - 7% - from CEO/Chair20% racially diverseKnowledgeMechanical: 8Building and Construction, Economics: 5Medicine, Psychology, Therapy: 3Comically boring/similar self disclosed skills matrix:Harty no “innovation” or “sales”, Lobo not in “aerospace/industrials”... and THAT’S IT??TenureJoe Scaminace (20 years)Linda Harty (18 years)Somehow with no innovation experience??James Wainscott (15 years), Lead “Independent” DirectorAke Svensson retires this yearJoe Scaminace hits mandatory retirement next yearPerformanceOnly Lance Fritz bats below .500 overallAverage TSR across the board, above average earnings across the boardIt’s a literal snoozefest.So let’s turn it into a midwest mafia company - here’s the company nominating policy:The Corporate Governance and Nominating Committee is responsible for reviewing with the Board, at least annually, the appropriate skills, qualifications and experience required of directors. This review may include an assessment of judgment, skill, integrity, independence, possible conflicts of interest, business and organizational experience and approach, risk management and oversight abilities, and any other factors the Corporate Governance and Nominating Committee deems relevant to the needs of the Board at that point in time.First of all, nearly the WHOLE BOARD is on the nominating committee - 70% of the board sits on the committee, 80% when you exclude the CEOSecond, here’s just how ludicrously small the board talent pool they’re searching in is:Of the 25 connections between directors in the last decade, 16 of them go through NordsonMostly ex directors and the current CEOLaura Thomson connection to CEO through Nordson directorNordson headquarters are in Westlake, Ohio - Parker Hannifin headquarters are in Cleveland, a 45 minute drive awayFor a decade, directors at Nordson and directors at Parker have cross bred rememberWe dug in to each director’s last jobs and found100% of the directors on this board are less than 2 hour flights away from Parker headquartersThe farthest by miles are Linda Harty and Lance Fritz - Fritz is from a client, they sell heavily into trains and Lee Banks (who was on the board) sat on CSX board - and Harty is long tenured and highly connected4 of the 9 independent directors are inside 250 miles of headquartersWhen we factor in college/graduate institutions, 66% of the directors have lived, learned, and worked within 250 miles of Parker HQ, and half of them are under 200 miles away - A DRIVE!The influence of directors JUST FROM OHIO is 40% of the boardHalf the board has economics degreesIS THERE NO ONE ELSE ON EARTH OUTSIDE OF OHIO ECON MAJORS WITH EXPERIENCE MAKING AND SELLING HYDRAULICS AND INDUSTRIAL PARTS?They list 16 peers in their proxy for pay - there are 175 active directors at those peers.  The peers are not industry peers, they’re talent peers - and they have zero directors that worked or sat on boards at those companies.If there’s some expectation that Parker does something different, start with the following votes:AGAINST Scaminace, he’s retiring anyway, has duplicative skills according to both our and their own disclosureAGAINST Laura Thompson, she’s never left Akron, OH, a 30 mile drive to Parker HQ, she’s connected through Nordson to CEO PalamentierAGAINST Wainscott, he’s not “independent” after 15 years, you can do better than an ex-steel CEO 100 miles away inside OH, and as head of the nominating committee, he needs to stop people he meets at the local West Chester OH Walgreens.Proposal 2: AuditorNobody cares: Deloitte & Touche 3% NO 2023All other fees went from $812 in 2023 to $2,236,756 in 2024 dude to “tax training”Proposal 3: Say on Pay8% NO in 2023CEO Pay Ratio: 308:1$60,849 medianCEO’s aircraft usage: $157,553We further applied the de minimis exemption, which permits exempting non-U.S. team members that account for five percent or less of our total U.S. and non-U.S. team members. In total, 746 team members were excludedCEO $18M total for 2023-2024LTIP pays out 50% for 25th percentileFor calendar year 2024-25-26 LTIP awards, the Committee determined to adjust the threshold performance level from the 35th to the 25th percentile to more closely align with the prevalent practice in the Peer Group according to data presented by Mercer. CEO eligible for $52M with change in control and $72M if terminated with change of controlMatt:They adjusted the LTIP to 25 from 35!  That’s so nice.  Against.DAMION:That’s the Proxy Countdown for the week of October 14, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.<OUTRO THEME>

PROXY COUNTDOWN SCRIPT<THEME MUSIC>This is Proxy Countdown. Welcome to the big show for the week of October 7, 2024  alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:LPL CEO Dan Arnold said something he shouldn’t haveZoom is super stoked about its new CFOA proxy battle at Pfizer is heating up quicklyAn honorary victory for environmental shareholder proposals at General MillsAnd on the Big Vote, Matt made a quiz<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:LPL Financial Holdings fired its CEO Dan Arnold for violating the company's code of conduct and appointed chief growth officer Rich Steinmeier as the interim CEO.Danny-boy was terminated for “Cause” and is therefore not entitled to receive severance benefits.All we know so far is that Danny-boy, who had been CEO since 2017,  was fired for making statements, not yet known publicly, to employees that violated the company’s code of conduct.We have parity at ITT Inc. Maggie Chu is now a director and we are 50/50: 5W/5M. How sweet it is,CEO Walter W. Bettinger II is stepping down at The Charles Schwab Corporation at the end of the year. Next up is Charles Schwab President Richard A. Wurster. Still lurking on the board are Charles Schwab and daughter Carolyn Schwab-Pomerantz, who control 68% of actual influence.Kinsale Capital Group has added Mary Jane B. Fortin to its Board. This is only the 3rd woman: the other 2 have combined 3% influence: Michael P. Kehoe, the company’s CEO, Chair and largest individual shareowner with 4% of shares, controls 78% of board influence.Zoom Video Communications announced the appointment of Michelle Chang as the Company’s CFO. Her initial grant of restricted stock units is worth $24 million. HELLO!!Two old dudes, Hansel E. Tookes II and Kurt M. Landgraf, are stepping down from the board of Corning Incorporated. Before their retirement, Corning’s board included 6 dudes over the age of 70. Both retiring directors have served since George W. Bush’s delightful administration. <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHThe big rumble this week is at Pfizer, where activist investor Starboard Value has accumulated a $1 billion stake to revive flagging profitability at the drugmaker. Reports indicate that Starboard believes Pfizer had been mismanaged as the pandemic receded, notably in spending its $92bn Covid windfall on a costly $70bn acquisition spree. Pfizer’s market value has roughly halved since its pandemic peak.The latest news is that, after initial reports that former Pfizer CEO Ian Read and former CFO Frank D’Amelio would be supporting the activist, the two former Pfizer executives announced late Wednesday night that they won’t support efforts by activist investor Starboard Value to shake up the giant drugmaker.In response, Starboard alleged that Read and D’Amelio were coerced into issuing the statement. People within Pfizer or company representatives “purportedly threatened to commence costly litigation against them, claw back prior compensation, and cancel unvested performance stock units,” Starboard managing member Jeffrey Smith said in a letter to Pfizer’s board.It was also reported that Starboard has met with Lead Director Shantanu Narayen and Suzanne Nora Johnson, the board’s longest-tenured director.Activist investor Mantle Ridge has a $1 billion-plus stake in industrial gas supplier Air Products and Chemicals. The activist investor wants to push the company on succession planning for Seifi Ghasemi, Air Products’ 80-year-old CEO.According to our data, 71% of board influence are tied up in the board’s four oldest directors, all at least 72 years old.Less than a week later, hedge fund D.E. Shaw revealed it had amassed a roughly $1 billion stake in Air Products and Chemicals, and that it plans to nominate three directors to the company’s board after its efforts to engage privately with the company had been largely rebuffed and marked by “an apparent lack of urgency.”Scott Sutton, the former CEO of Olin, is one of D.E. Shaw’s nominees and is seen as a potential CEO candidate.In other news, U.S.-based Farallon Capital Management has acquired 7% of Japanese elevator maker Fujitec's shares, with the asset management firm disclosing that the purpose includes possibly making major proposals.Lastly, Gerresheimer's shares are up after a regulatory filing showed activist investor Ricky Chad Sandler had bought a 5% stake in the German medical packaging maker.Gerresheimer’s board is led by its former CEO, Axel Herberg. According to the data at freefloatanalytics.com, he controls 29% of board influence. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE The winner of the week is Golden Matrix Group director Anthony Brian Goodman, who is loved by 99.987% shareholders.Two directors failed to receive majority votes at Expion360: 80% of shareholders said a big fat NO to George Lefevre and Tien Nguyen. There is no clear reason for the vote other than the fact that George chairs the board’s nominating committee and there are zero female directors.At large cap companies:nothing much going on at Lamb WestonAvangrid shareholders approved the proposed merger with IberdrolaTwo shareholder proposals fared relatively well at General Mills:SHP – Disclosure of Regenerative Agriculture Practices Within Supply Chain 28% YESA proposal submitted by Green Century Capital Management requesting a report assessing how the Company can increase the scale, pace, and rigor of its sustainable packaging efforts including by reducing the use of plastic packaging received the support of 39% of shareholders. Pretty damn good considering do-nothing Vanguard controls 11% of voting power while BlackRock and State Street combine for another 16%. Without the Big 3, 61% of shareholders said YES.A proposal submitted by As You Sow requesting that General MillS disclose the reduction of pesticides achieved through adoption of its regenerative agriculture practices received 28% support.And finally at Trimble, a shockingly high amount of shareholders rejected the reappointment of auditor Ernst & Young. 20% said NO. Audit Committee Chair Mark Peek also received 21% against his reelection.Trimble was forced to reschedule its originally scheduled annual meeting from August to September while waiting for Ernst & Young to complete its audit procedures.Total fees also rose 44% from $8.1 million in 2022 to $11.6 million in 2023. <THE BIG VOTE BUMPER>THE BIG VOTEMatt QuizEasy warmup - where would you put a college dropout with a background in computer science and limited to no moral compass?Put this person on a board: a woman with a background in engineering, medicine, physics, psychology, and therapy.  What kind of company should they be on?Amy WendellKnowledge base: Engineering, Medicine, Physics, Psychology, Therapy63 years oldFemaleAverage influence 15%2 boardsHologic - HealthcareAxogen - HealthcarePut this person on a board: A 53 year old woman with strong influence everywhere she's been with a knowledge background in biology, economics, fine arts, and history who already sits on two boardsShar DubeyMatch Group - Interactive MediaFortive - IndustrialsGuess the industry of this company: 75% of directors are lawyers, 50% have knowledge of public safety, 42% have MBAs or finance backgrounds, 33% have math, building experienceHuntington Ingalls, Aerospace & Defense company!The non-lawyers:Victoria Harkerex-CEO of digital media company, prior CFOLeo Denaultex-Entergy CEO, accountantStephanie O’SullivanTitle is “business consultant”, civil engineering degree, ex CIAPut this person on a board: A 30 year old white male with two internships, both at media companies.NEPO Quentin DolanKnowledge base: two internships at media companies30 years oldMale\3 boardsMSG x2, SphereGuess the industry of this company:  30% of the board is named John, all of the Johns have the exact same knowledge background (Administration, Econ/Finance, Math), John influence is 27% (no insiders), all Johns have more than 15 years of tenure (two have 23 years)Arch Capital, Insurance!John Pasquesi (Otter Capital with a website last updated in 2001, invested in Arch in 2001 but “independent”), John Bunce (investment orgs, including Greyhawk Capital with a website last updated in 1998), John Vollaro (ex Arch, “independent” since 2009)Your company is facing some significant pushback from investors, with lawsuits from product failures and corruption charges… but you need to add a new board member.  What kind of person do you look for?If you’re Bayer facing cleanup of billions in liabilities tied to Monsanto, an IUD that perforates the uterus, and PCB contamination, you add Jeff Ubben of ValueActUbben is on the board of Exxon, who sued its own shareholderUbben was on the boards of Sara Lee when it went bankrupt, the board of Omnicare when they paid $9.8m in penalties for kickbacks, and the board of Acxiom which had a data breach of 1.3bn customer recordsLast 7 years, controversies performance of 0.462, TSR of 0.328, earnings of 0.225, with 11 active controversies under his tenures (ranks in the top 1% for most controversies by count)DAMION:That’s the Proxy Countdown for the week of October 7, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.<OUTRO THEME>

The Big Vote at P&G, plus Commerzbank’s glass cliff, Elliott vs. Southwest, Masimo’s loss, and ConAgra’s oops

PROXY COUNTDOWN SCRIPT<THEME MUSIC>This is Proxy Countdown. Welcome to the big show for the week of September 16, 2024  alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:New Air Jordans at Nike23andMe reduced to MeActivist Investor Elliot Management is still not happy with Southwest AirlinesA Pay Committee mutiny at Open TextAnd on the Big Vote, Matt lashes out at dinosaur delivery company FedEx<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:Nike CEO John Donahoe, who has been Nike’s CEO since 2020, will retire from his position on October 13, and be replaced immediately by company veteran Elliott Hill, who worked at Nike for 32 years before retiring in 2020Two of the people behind the change are, of course, Nike co-founder Phil Knight and current Chair Mark Parker.Knight said that he: “couldn’t be more excited to welcome Elliott back to the team” and that “We’ve got a lot of work to do but I’m looking forward to seeing Nike back on its pace.”Now I point this out to help demonstrate the importance of our influence percentages at freefloatanalytics.com. Co-founder Phil Knight is not even on the Nike board anymore. But his son Travis Knight is, and that’s why we gave him 54% of the board influence, because his father continues to pull strings. Also, the Chair, Mark Parker, has 10% influence, even more than retiring CEO John Donahoe. So as you can see, this was a precarious leadership position for the lame duck CEO, one our influence percentages were already hinting at.Elliot Hill will receive $3M in equity and $4M in cash to rejoin Nike while Donahoe will be allowed to “resign,” meaning he will receive the full value of all his remaining equity awards.All of 23andMe’s independent directors resigned from its board this week: Roelof Botha, Patrick Chung, Sandra Hernández, Neal Mohan, Valerie Montgomery Rice, Richard Scheller, and Peter Taylor.The resignations follow drawn-out negotiations with 23andMe CEO and co-founder Anne Wojcicki, who wants to take the company private.In a letter addressed to the CEO and now only director, the seven directors said they had yet to receive a “a fully financed, fully diligenced, actionable proposal that is in the best interests of the non-affiliated shareholders” from the CEO after months of efforts.In response the CEO said in an SEC filing: “I am surprised and disappointed… We will immediately begin identifying independent directors to join the board.”But that’s sort of the problem in the first place: 23andme is not a “we” but a “she” and I guess now it’s merely a “me”:The directors also argued that, while they still believed in 23andMe’s mission, their departures were for the best due to Wojcicki’s “concentrated voting power” and a “clear” difference of opinion on the company’s future. Anne controls 50% of the voting power due to her ownership of 59% of Class B shares which magically grant her the right to 10 votes per share. The foreshadowing was in the company’s ticker symbol: METhere are also several egregious bonuses to report on:At Sarepta Therapeutics, newly appointed director Deirdre Connelly starts with an initial equity grant worth $712,500. She will also receive annual pay of $60,000, meaning that they are handing her 12 years of salary before she has even said anything worthwhileLattice Semiconductor announced the appointment of Ford Tamer as CEO and will receive $30M in sign-on awards on top of a $10M target equity award in 2025And at Mattel, the Compensation Committee approved a one-time retention award to CEO Ynon Kreiz valued at $15M There is a boomerang director at Synchrony Financial: Daniel Colao rejoins the board after serving in 2014 and 2015.And at Warner Bros. Discovery the board is emulating the magic-making of Hollywood. Daniel Sanchez is joining the board as an "independent director" despite the fact that he is the nephew of fellow director John C. Malone, who has been on the board since 2008, chairs the Nomination Committee, and was CEO of Discovery Holding Company when it merged with Discovery. Despite all that, the filing states that “No arrangements exist between Mr. Sanchez or any other person pursuant to which he was selected as a director.”<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investor Politan Capital won the two board seats it was seeking at medical technology company Masimo, defeating founder and CEO Joe Kiani and another director, Chris Chavez, at the shareholder vote.Darlene Solomon and Bill Jellison will join Politan investment chief Quentin Koffey and former Johnson & Johnson executive Michelle Brennan, who obtained board seats in a prior proxy fight last year.This is exactly why dual class share structures where the Founder or CEO control the company voting power despite holding less than half of company shares continue to be outrageous: At Masimo, Joe Kiani controlled only 9% of the company vote through a share structure where one share equals one vote.At Southwest Airlines, where we reported last week that 6 directors have resigned, 4 new directors will be added, and Executive Chair and former CEO Gary Kelly will resign in 2025, activist investor Elliot Management wants the Chair to leave earlier than planned and still wants CEO Bob Jordan to step down.Nelson Peltz’s activist hedge fund Trian Partners is among the shareholders reportedly calling for a shake-up at pest control firm Rentokil after a severe drop in its share price. They reportedly want US head Brad Paulsen and CFO Stuart Ingall-Tombs to turn in their bathroom keys.Activist investor Engine Capital has a roughly 4% stake in freelance marketplace Upwork and is pushing for a shakeup to the company's board. In a letter to Upwork's board, Engine questioned whether Upwork's board has been adequately overseeing management. Specific problems cited by Engine include:The fact that there have been three CFOs in four yearsThe lengthy tenures of Chair Thomas Layton and director"The numerous business relationships between various directors, which diminish their independence"And that none of Upwork's directors have any apparent experience in the staffing industryUpwork is one of the rare boards in our database that shows full female control: 59% of influence is held CEO Hayden Brown and 3 other female directors. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE First the losers:At Agilysys, 32% of shareholders said NO Michael KaufmanAt Roivant Sciences, 32% said NO to Ilan Oren and 24% said NO James MomtazeeAnd at AAR Corp, 27% of shareholders don’t want to see Michael Boyce again. At least not in the boardroom of AAR Corp.And the winners?99.8% of shareholders sent virtual kisses to Emily Heath at Gen DigitalLikewise, 99.8% heart emojis to June Yang at NetAppWhile the big winner is Maha S. Ibrahim at Deckers Outdoor, as she received the heartfelt support of 99.9% of voting shareholdersThe good news here is that they are all women?At Nike, it should come as no huge surprise that there is a major leadership change: as there seemed to be a bit of a protest vote at the company’s annual meeting last week: 40% of CLass B voters rejected director John Rogers Jr., 17% rejected Say on Pay, and there was relatively high support (26% YES) for two shareholder proposals: one on Supplemental Pay Equity Disclosure and another on Environmental TargetsAnd finally, let’s end on a nice annual meeting mystery: At Open Text Corporation, 75% of shareholders said a big NO to Say on Pay. So what’s the mystery?The company did not properly file its proxy statement with the SEC. I had to find it in .pdf form after an extensive google searchOnly 2 of the 4 Pay Committee members were originally scheduled to be up for re-electionBut then Pay Committee chair Ann Powell mysteriously resigned right  before meetingThe only Pay Committee member shareholders voted on was David Fraser, who received 14% against<THE BIG VOTE BUMPER>THE BIG VOTEFedEx CorporationAGM Date: September 23, 2024Documents2024 Proxy2023 Proxy2023 Voting results2022 Voting resultsGeneral ObservationsOwnershipInstitutionalVanguard 8%BlackRock 6%Dodge & Cox 6%PRIMECAP 5%IndividualFrederick Smith 8%Performance outliers:Overall: .284Frederick Smith .198Amy Beth Lane .575EBITDA .363Joshua Cooper Ramo .654Susan Patricia Griffith .137TSR .384Nancy Ann Norton .740Robert Bradley Martin .245Carbon .266Amy Beth Lane .577Controversies .126Susan Patricia Griffith .913Frederick Smith .021Board stuffCommitteesAudit and Finance (a)Governance, Safety, and Public Policy (n)Compensation and Human Resources (c)Cyber and Technology Oversight (t)Skills(Non-Executive DIrectors)Economics and Accounting (6%)Mechanical (3%)Administrative (2%)(Executive DIrectors)Transportation (38%)Mechanical (15%)Public Safety and Security (10%)Diversity GapsFemale Power Gap 36%9/% (-27%)Industry average female influence = %Insider influence: %Industry average %Other75 mandatory retirement age2023 SHPsA stockholder proposal requesting amendment to clawback policy for unearned pay for each Section 16 officerJohn Chevedden26% FORA stockholder proposal requesting a “Just Transition” reportInternational Brotherhood of Teamsters General Fund30% FORA stockholder proposal requesting paid sick leave disclosureSisters of St. Francis of Philadelphia11% FORA stockholder proposal requesting a report on assessing systemic climate risk from retirement plan optionsAs You Sow8% FORProposal 1: Election of 14 DirectorsAnnual Elections for ALL directors? YESNOMINEESSILVIA DAVILA 53 f 2023 ct 1% FORRegional President, Latin America of Danone S.A; served in a variety of marketing and brand roles at Mars, Inc., Procter & Gamble Company, and McDonald's Corporation from 1989 to 2014Other Public Company Directorships: Betterware de México, S.A.P.I de C.V.Votes Against Last AGM: n/aMARVIN R. ELLISON 59 m 2014 an 3% AGAINSTCEO/Chair Lowe’s Companies; former CEO/Chair J.C. PenneyOther Public Company Directorships: Lowe’s Companies, Inc.He is a former director of J. C. Penney Company, Inc. and H&R Block, Inc.Votes Against Last AGM: 4%STEPHEN E. GORMAN 69 m 2022 tn 1% FORFormer CEO Air Methods Corporation; former CEO Borden Dairy Company; former COO Delta Air Lines; former CEO Greyhound BusOther Public Company Directorships: Peabody Energy CorporationHe previously served as a director of Greyhound Lines, Inc., Rohn Industries, Inc., Timco Aviation Services, Inc., Pinnacle Airlines Corporation, and ArcBest CorporationVotes Against Last AGM: 2%SUSAN PATRICIA GRIFFITH 59 f 2018 cn 2% FORCEO The Progressive CorporationOther Public Company Directorships: The Progressive Corporation former director of The Children’s Place, Inc.Votes Against Last AGM: 3%AMY B. LANE 71 f 2022 ac 2% FORformer Managing Director at Merrill Lynch & Co and Salomon BrothersOther Public Company Directorships: NextEra Energy, Inc. and TJX Companies Inc.served as a director of GNC Holdings, Inc. and as a member of the Board of Trustees of Urban Edge PropertiesVotes Against Last AGM: 2%R. BRAD MARTIN 72 m 2011 A 3% AGAINSTChairman of RBM Venture Company; former CEO/Chair Riverview Acquisition Corp.Other Public Company Directorships: Westrock Coffee Companypreviously a director of Chesapeake Energy Corporation, First Horizon National Corporation, Caesars Entertainment Corporation, Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc., Ruby Tuesday, Inc., and Riverview Acquisition Corp.Votes Against Last AGM: 5%NANCY A. NORTON 59 f 2022 T 1% FORVice Admiral Norton is the retired Director of the Defense Information Systems Agency (DISA), a U.S. Department of Defense combat support agency, and commander, Joint Force Headquarters Department of Defense Information NetworkOther Public Company Directorships: Leidos Holdings, Inc.Votes Against Last AGM: 2%FREDERICK P. PERPALL 49 m 2021 an 2% FORCEO The Beck GroupOther Public Company Directorships: Starwood Property Trust, Inc.previously served as a director of Triumph Bancorp, Inc.Votes Against Last AGM: 3%JOSHUA COOPER RAMO 55 m 2011 at 0% AGAINSTCEO/Chair Sornay, LLC; former co-CEO Kissinger AssociatesOther Public Company Directorships: None former director of Starbucks CorporationVotes Against Last AGM: 4%SUSAN C. SCHWAB 69 f 2009 ct 3% AGAINSTFormer U.S. Trade Representative and former Director–General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce)Other Public Company Directorships: Caterpillar Inc. and Marriott International, Inc.Board Chair of the National Foreign Trade Council; former director of The Boeing CompanyVotes Against Last AGM: 5%FREDERICK W. SMITH 80 m 1971 64% FORFedEx founder; Executive Chair; former CEOOther Public Company Directorships: NoneVotes Against Last AGM: 6%DAVID P. STEINER 64 m 2019 N 4%AGAINSTFormer CEO Waste Management, Inc.Other Public Company Directorships: Vulcan Materials Companypreviously a director of TE Connectivity Ltd. and Waste Management, Inc.Votes Against Last AGM: 8%RAJESH SUBRAMANIAM 58 m 2020 9% AGAINSTCEO FedExOther Public Company Directorships: The Procter & Gamble Companyformer director of First Horizon National CorporationVotes Against Last AGM: 3% PAUL S. WALSH 69 m 1996 C 4% AGAINSTExecutive Chair McLaren Group Limited,Other Public Company Directorships: McDonald’s Corporation and Vintage Wine Estates, Inc. (delisted in July 2024)previously a director of Avanti Communications Group PLC, Centrica plc, Compass Group PLC, Diageo plc, HSBC Holdings plc, Ontex Group NV, Pace Holdings Corp., RM2 International S.A., TPG Pace Holdings Corp., Unilever PLC, and Bespoke Capital Acquisition Corp.Votes Against Last AGM: 7%Matt:I know we’ve covered Meta and other dual class companies, but this company is NOT dual class but it IS founder led by Fred Smith who is the largest single shareholder with 8.4% of the shares.  So going in, here was my underlying thesis: is it worth keeping a strong performing founder around in perpetuity in exchange for influence over the board?Let’s talk about the board - there seems to be three core groups on the board:LobbyistsSusan Schwab - ambassador, tradeJosh Ramo - Kissinger (political consultant, lobby adjacent)Nancy Norton - Dept of DefenseFred Smith’s Favorite ToysPaul Walsh - whisky and sports cars, 1996Stephen Gorman - planes (air medical evac), 2022Josh Ramo - TV, media, 2011Brad Martin - Tennessee state rep, Fedex in Memphis, TN, 2011The “Diversity” CrowdSilvia Davila (new)Susan GriffithAmy LaneFred PerpallFred Smith the founder has a strong habit of looking out for Fred Smith the shareholders - the company spent the last few years streamlining and cutting in order to pay massive dividends and buybacks, which is the only way Fred Smith makes money if he doesn’t sell shares (his dividend check runs around $108m per year)FedEx bought back 2bn in 2023, 1bn expected in 2024, paid 1.3bn in dividends in 2023, likely same in 2024Smith’s politics also dictate - few SP500 companies donate almost exclusively to one party, but FedEx is one - nearly entirely GOP for decades reflecting Smith himself.  FedEx and Smith lobbied hard for tax cuts under Trump, and the NYT covered how they paid $1.5bn in 2017 down to zero in 2018 - and spent the money largely on dividends and buybacks, for whom Smith is the largest beneficiary.NYT reportFred Smith fake stepped down in 2020 and replaced himself with Rajesh Subramaniam, a FedEx lifer who fits the profile of SE Asian Male Founder Replacement Theory (Nadella, Pichai, Narasiman from Starbucks).  The thing that makes Rajesh different is he is highly individually connected to the existing board, as well:Rajesh also incredibly well known to existing board - connected inside 2 degrees to Ellison, Walsh, SchwabThey have a policy that covers interlocks with executives - but not each other (Interlocking Directorships. An executive officer of FedEx served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended.)The policy doesn’t include second degree connections clearlySo you have an aggressive founder with a history of strong performance that greases shareholders and no one would think of getting rid of him EXCEPT that there is no real replacement for the 80 year old at this point and shareholders have a board full of his friends and toys - so what do you do?IF YOU’RE GOING TO ACCEPT THE TRADEOFF, THEN DO NOT SURROUND THE STRONG FOUNDER WITH FRIENDSKeep Smith all day - but he doesn’t need his friends and toysSmith will have power no matter what, you don’t need directors tenured since Clinton’s second term to keep him happyThe new lackey CEO is equally if not more directly connected to the other board members - and it isn’t a rule that CEOs MUST be on their boards, particularly when the CEO is likely just deferential to the founderSo vote AGAINST the connected, longest tenured directors and FOR all the DiversityNotes on knowledge:Eerily similar knowledge map to direct public competitors:Proposal 2: Say on Pay10% NO in 2023CEO Pay Ratio: :1$ medianCEO $M total for 2024Boring; same old shitMatt:Does the CEO need to get paid when the founder is there?  Serious question - should the CEO just be considered another “NEO” and not the CEO?  Isn’t it NEO pay, not CEO pay?Proposal 3: AuditorNobody cares: Ernst & Young Proposal 4: ManagementApproval of an amendment to the Third Amended and Restated Certificate of Incorporation of FedEx Corporation to limit liability of certain officers as permitted by law.AGAINST - Why do directors need MORE exculpation?  Investors, do yourselves a favor and retain some rightsProposal 5: ManagementApproval of an amendment to the Third Restated Certificate of Incorporation of Federal Express Corporation to remove the “pass-through voting” provision that requires the approval of FedEx Corporation's stockholders in addition to the approval of FedEx Corporation, as sole stockholder, in order for Federal Express Corporation to take certain actions.Proposal 6: SHP regarding a Just Transition reportShareholders request the Board of Directors prepare a report disclosing how FedEx Corp., is addressing the impact of its climate change strategy on relevant stakeholders, including but not limited to its employees, workers in its supply chain, and communities in which it operates, consistent with the “Just Transition” guidelines of the International Labor Organization and indicators of the World Benchmarking AllianceInternational Brotherhood of Teamsters General Fund This needs a touch of translation - teamsters want to know how the climate change efforts (or lack thereof) will affect employees (among other stakeholders).  FedEx responded that they do great on climate change, but said nothing about the just transition.I’m on the fence - I feel like we need to kill shareholder proposals that don’t add to shareholder rights and just vote out directors from now on, but the feasibility of that is low given how BLK and Vanguard control the market (or, in this case, Fred Smith)... Proposal 7: SHP regarding shareholder input on bylaw amendmentsShareholders request the Board of Directors amend the Company Governing Documents to provide for shareholders to vote on Board of Directors amendments to the bylaws that currently do not require a shareholder vote. Amendments to the bylaws may still take effect upon approval by the Board of Directors, and will remain in effect even if not approved by shareholders. A shareholder vote shall occur at the next regular or special meeting of shareholders after the Board of Directors approves the amendment.John CheveddenProposal 8: SHP regarding climate lobbying alignment with company’s carbon neutral goalsUnited Church FundsShareholders recommend that FedEx’s Board of Directors analyze and report to shareholders annually (at reasonable cost, omitting confidential/proprietary information) on whether and how it is aligning its lobbying and policy influence activities and positions, both direct and indirect (through trade associations, coalitions, alliances, and other organizations) with its public commitment to achieve carbon neutral operations globally--including the climate policy activities and positions analyzed, the criteria used to assess alignment, and the involvement of stakeholders, if any, in the analytical process.This is 1000% FOR - I touched on FedEx lobbying and donations, they are heavy donors to climate change denialist conservatives.  In search of tax breaks, they are happy to sacrifice climate change (but tout their climate progress)DAMION:That’s the Proxy Countdown for the week of September 16, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.<OUTRO THEME>

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