In the style of ESPN, The Proxy Countdown is an American pre-game show broadcast by Free Float as part of the company's coverage of the the executives and directors who control the corporate world. The show spotlights important CEO transitions, features contentious boardroom battles, and highlights shareholder votes at the alternative democracy of annual corporate shareholder meetings. Because unlike athletes, investors can get in the game.
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July 31, 202651 min
CEO Hotseats, plus Cracker Barrel’s CEO leaves and the SEC goes after activists
Trade Wire Top Stories: 127 Filings since June 26th The headlines New CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became CEO/chair Cracker Barrel CEO Julie Masino is out after MAGA backlash to "Uncle Herschel" logo change $4.6M severance Cracker Barrel names David Deno CEO Burger King Yum! Brands and Pizza Hut Quiznos Best Buy Bloomin' Brands (Outback Steakhouse) Panera Brands (2024-): Audit Committee Chair Krispy Kreme (2016-) Bloomin' Brands (2019–2024) Peet's Coffee (2006-2012) Macalester College: Former Chair of the Board of Trustees (1998-2022). At COPART, CEO Jeff Liaw to step down, Jay Adair to return CEO Jeff Liaw is resigning from the board and company. Executive Chairman Jay Adair to boomerang back as CEO. The board has a Chair (founder Willis Johnson 40%) AND an Executive Chair: Willis’ son-in-law and co-founder and boomerang CEO Jay Adair 38% Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B Speaking of Stupid money… FASTENAL: appointed new CEO Jeffery M. Watts to the board: will receive an annual cash retainer of $50,000 for his service as an employee director Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B FRANKLIN RESOURCES: one-time special $15M retention equity awards to 4 NEOs, including CEO Jennifer M. Johnson Chief Commercial Officer Daniel Gamba, Head of Public Market Investments Terrence J. Murphy, and CFO/COO Matthew Nicholls Archer-Daniels-Midland: $19M golden hello ($2.2M cash) to new COO Jeff Rowe L3HARRIS TECHNOLOGIES: special one-time equity awards to 3 NEOs CFO Kenneth Sharp ( $5M ), President, Missile Solutions Kenneth Bedingfield ( $10M ), and President, Space & Mission Systems and Communications & Spectrum Dominance Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance ( $10M ) FEDEX: established a one-time special cash bonus pool for eligible managing directors and above, approximately 1,100 employees CEO Rajesh Subramaniam $1.9M and Brie A. Carere $850k Board to C-Suite Ulta Beauty: Kelly E. Garcia will transition director to Chief Technology Officer The leadership boondoggle: American Healthcare REIT: CEO Danny Prosky resigned, stayed on board Jeffrey Hanson new CEO, will continue to serve as Chair appointed Scott A. Estes as Lead Independent Director PROCTER & GAMBLE: Executive Chair Jon R. Moeller resigned from board and company CEO Shailesh G. Jejurikar becomes Chair reappointed Joseph Jimenez as independent Lead Director ENTEGRIS: Executive Chair Bertrand Loy resigned from company and board Lead Independent Director James F. Gentilcore becomes Chair appointed CEO Robert A. Bruggeworth to board Down to 2F Female adds: 9; Male adds 43; Female subtractions 4; Male subtractions 15 Women accounted for 17.3% of all additions (9 out of 52) and 21.1% of all departures net addition of +5 female directors Men accounted for 82.7% of additions (43 out of 52) and 78.9% of departures net addition of +28 male directors Down to 2: PAYCHEX: Kara Wilson resigning Down to 1: Natera: Monica Bertagnolli resigned Dedicated to oncology, women's health, and organ health. Stay to 2 with female influence boost: Kohl’s Appoints Wendy Arlin as Chair of the Board Currently only 2: Robbin Mitchell (7%) and Wendy Arlin (1%) John Schlifske (27%) stepping down <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH Activist investors in the U.S. must disclose the identities of their clients in regulatory filings In a surprise to many, the SEC updates to Schedule 13D and proxy rules will force hedge funds to disclose campaign financing—information they have long kept secret. Target companies welcome the change, arguing that campaign transparency is essential for evaluating activist motives and mounting board defenses. Nano Dimension and activist investor Murchison reached an agreement where CEO and director Dave Stehlin, board chair Robert Pons, and directors Joshua Rosensweig and Andrew Sriubas have all resigned In turn, Nano appointed three new directors to the board, including Moshe Rozenbaum, Eliezer Eli Tarlow and Paul Fruchthandler. Activist investor Saba failed in its attempt to overhaul the board of Workspace Group Saba, which owns about 21% of shares, was trying to oust all six non-executive directors (3M/3F) to be replaced by 6 dudes: Nick Shattock, Andrew Sim, Richard Starr and Gregory Attwood, Gautam Garg and Simon Hampton Results : between 60% to 68% yes When shareholder activists attack a company, its rivals may feel the heat too and change their ways Research from the College of Charleston: shareholder activism can create what our team of business school professors calls “collateral impact”: a domino effect in which pressure on one company changes what its competitors are doing. found that when one company changes course in response to activist pressure, its competitors frequently follow suit – even when activists have not targeted them directly. <VOTE RESULTS BUMPER> VOTE RESULTS TABLE Since June 26th 27 meetings at large market caps 7 total SHPs from 4 companies: Top story 2 Victories Nvidia: simple majority voting 87% yes Snowflake: Majority Vote for Director Elections 65% yes Hate Nvidia faith-based groups 0.86% yes anti-DEI report 0.60% yes Most: Nvidia 4 Other KROGER: GHG emissions 17% yes Booz Allen Hamilton: 28% yes Act by Written Consent Nvidia: scope 3 ghg emissions 17% yes Say on Pay Snowflake Inc. (SNOW): pay 56% no classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no 70% said no in 2025 Rivian Automotive: pay 33% no $402M for CEO RObert Scaringe Directors As usual, classified stuff: BridgeBio Pharma: classified: Hannah Valantine 20% no StandardAero: classified: 15% avg no Rivian Automotive: classified: Karen Boone 19% no; Aidan Gomez 8% no Cloudflare: classified: Karim Lakhani 20% no; Snowflake: classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no MongoDB: classified: Dwight Merriman 20% no; Archana Agrawal 21% no; Hope Cochran 28% no WM TECHNOLOGY: classified: 24% no Other stuff Dell Technologies: Dexit 97% yes WM TECHNOLOGY classified: 24% no pay 24% no Charter Amendment to Declassify Board 90% yes (failed) auditor 17% no Upcoming Annual Shareholder Meetings Friday, July 31, 2026 Cirrus Logic, Inc.CRUS~$6.75 Billion Wednesday, August 5, 2026 Flex Ltd.FLEX~$35.58 Billion Allegro MicroSystems, Inc. ALGM ~$9.3 Billion Thursday, August 6, 2026 Albertsons Companies, Inc.ACI~$5.41 Billion CorVel CorporationCRVL~$3.17 Billion Tuesday, August 11, 2026 Qorvo, Inc.QRVO~$7.7 Billion Wednesday, August 12, 2026 The J. M. Smucker CompanySJM~$13.56 Billion Monday, August 17, 2026 Pagaya Technologies Ltd.PGY~$1.1 Billion Tuesday, August 18, 2026 Microchip Technology IncorporatedMCHP~$45.20 Billion Thursday, August 20, 2026 James Hardie Industries plcJHX~$15.19 Billion Tuesday, August 25, 2026 Helen of Troy LimitedHELE~$1.2 Billion Wednesday, August 26, 2026 Dynatrace, Inc.DT~$14.20 Billion <THE BIG VOTE BUMPER> THE BIG VOTE Matt TWO QUESTIONS FIRST: Universal Safety Products Trump Media Cracker Barrel CEO Stepping Down After Logo Controversy, Activist Pressure CEOs in the Hotseat Criteria: Not dual class or founder board CEO is less than 30% influence Gap between CEO influence and highest non executive board member is less than 10% Board is low deference or independent Board is highly interconnected Average boards ever of non executive directors is >=2 Company performance <33rd percentile Bonus: At least 1 director has core industry knowledge CEO pay was normal or mildly atypical >50% board does not have connections in common with the CEO Token vulnerability: CEO is a woman CEO is black or hispanic Summary 10,458 CEOs in our database 6,311 CEOs with less than 30% influence Fully 2,249 companies have CEOs with obvious vulnerabilities CEO on board with family/founders CEO on board with exec chair 67 in the top hit list Notable CEO hotseats: UPS - Carol Thome become CEO in 2020 AFTER being on the board since 2003 She has low influence gap to next independent director, the board is HUGELY connected - but not to her friends - she has a 23 year tenure on the board (plenty of time to make it work) and a bottom quartile TSR at the company vs peers in the last 3 years… plus, she’s a lady on a board full of people with core knowledge of the sector We know it works because 23 of the 67 have CEO tenures of <2 years (they just swapped CEOs because they were vulnerable) Of those 23, 3 added female CEOs (Northland Power, SGS SA, Domino’s Pizza), so those are basically guaranteed glass cliffs - an unintended consequence of CEO vulnerability is after replacement, we have a marker for glass cliff-ism Succession much? That’s the Proxy Countdown for the week of July 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
July 8, 20261 hr 20 min
Proxy Season Crossover
What are the overall results from AGMs in 2026? How did companies and shareholders do in AGM votes? Shareholder proposals Many fewer E&S Same or slightly more corp gov Voting outcomes similar to past years(?) Proxy contests Many fewer compared to earlier years Activists prevailed at roughly the same rate, perhaps a little lower Many more settlements Notable activist situations ESG proposals Proxy contests Almost no really big ones Biglari lost two, CBRL and JACK Two mergers terminated CORZ, CoreWeave STAA Withhold campaigns didn’t work CBRL, JACK VSCO - started as a proxy contest Several smaller ones, where in all but one activists won no seats Important settlements LULU-Wilson WEX-Impactive TRIP-Starboard RGR-Beretta KMX-Starboard Still several to go for 2026, though FRMI-Neugebauer Regulatory actions - AML comments SEC State level Can’t avert our eyes from SPCX IPO, either Ownership Corp gov Trading So, what have we learned so far in 2026? The Key Takeaways: SHPs Total shareholder proposal submissions fell significantly from 951 in 2025 down to approximately 789 in 2026 . Despite the SEC granting companies broader power to exclude rogue proposals, corporate boards remained hyper-cautious, allowing around 70% of submissions to proceed to a full vote to avoid investor backlash or litigation. Only about 7% to 8% of voted proposals achieved majority support (36 out of 425 proposals mid-season)—a steep drop from the 12% to 14% passed in 2025. Paradoxically, average support across all voted proposals crept up slightly to 25% (from 23% last year). Traditional corporate governance issues comprised 49% of all submissions . A tiny group of individual retail activists (John Chevedden/Jim McRitchie) monopolized the arena, driving over 75% of all governance submissions Shareholder proposals demanding formalized AI ethical governance , algorithmic transparency, and data privacy climbed to 20 submissions in 2026 (up from 12 in 2024). Management found it difficult to dodge these tech topics; 90% of AI-focused proposals successfully cleared regulatory hurdles to face a vote. 2027 Question: The Say on AI Advisory Vote : Will shareholder proposals demanding ethical AI oversight, algorithmic transparency, and labor displacement risks cross the threshold to become standardized, annual Say on AI advisory votes on mainstream ballots? Pay Only 9 Say-on-Pay packages failed outright across the market through early June—a drop from previous cycles. Major pay "revolts" (<70% support) shrank to just 44 out of 1,108 companies. 2027 Question: Why should anybody care about Say on Pay anymore? Director Elections Corporate directors remain incredibly secure, averaging 95% investor support . Out of 8,167 tracked director votes, 86% cruised to comfortable re-election with 90%+ approval, while only 18 directors (0.2%) across 14 public companies failed to cross the 50% majority threshold. Proxy Advisors: Massive institutional investor groups publicly cut ties with ISS and Glass Lewis benchmark policies, relying instead on internal, proprietary stewardship frameworks. The Shrinking "ISS Penalty": In 2021, an ISS "Against" recommendation on Say-on-Pay dragged down company support by an average of 30 percentage points. In 2026, that penalty shrank to 19.8 percentage points across the Russell 3000 ISS backed 48% of all proposals in 2026 compared to just 34% in 2025, but this softening had minimal impact on increasingly independent asset managers. 2027 Question: With the historical ISS "Against" penalty on Say-on-Pay dropping to just 19.8 percentage points, will corporate boards begin systematically ignoring negative proxy advisor recommendations on share requests without fear of a failed vote? Activists Public proxy fights looked quieter on the surface because governance disputes are now aggressively negotiated in real time behind closed doors, avoiding public 13D filings. As of June 1, only one single traditional proxy contest went to a full public vote among US companies with a market cap over $250M (Summer Road, LLC winning a seat at Ingles Markets). 2027 Voting Questions The Retail Auto-Vote Expansion: Following ExxonMobil's successful launch of a board-aligned retail auto-voting program, will consumer-heavy "meme stock" companies deploy similar digital tools to completely silence minority activist groups? The AI-Driven Voting Monopoly: As institutional asset managers heavily integrate custom AI parsing tools to cut disclosure review times by 40%, will traditional proxy advisory firms like ISS and Glass Lewis face an existential collapse of their research monopolies? Algorithmic Error Liability: Will an institutional investor face immense legal and fiduciary liability after its proprietary AI stewardship bot accidentally misinterprets dense legalese and votes "Yes" on a hostile proposal? Data Center Environmental Revolts: Seizing on populist movements, will Big Tech and media giants face unprecedented institutional proxy revolts specifically over the compounding environmental risks, energy strains, and water demands of generative AI data centers? Events: No action set to “ignore” - did it matter? YES DExit - did it matter? YES Anti-ESG lawsuits - did it matter? YES Musk’s pay package - did it matter? YES Jay Hoag had the biggest jump from 74% AGAINST to 93% FOR between 2025 and 2026 - did it matter? NO Exempt solicitations are dead except for the super rich - did it matter? MIXED! Questions for 2026: In a NON ACTIVIST situation, does anything matter except attendance for director votes? Are activist shareholder proposals dead? Is the job of ISS and Glass Lewis simply to say whether you should back an activist or not? How many directors will be voted out? Will the SEC make it illegal to be a shareholder in 2026-27 (shareholders can be annoying after all)? AI China AI AI AI China China AI China China China?
June 25, 202650 min
Director vote gaps, plus manipulating pay at Costar and “social independence” at Veeva
Trade Wire Top Stories: 130 Filings since June 18th The headlines DOMINOS PIZZA : CEO Russell J. Weiner resigning, will become Executive Chair; Executive Chair David A. Brandon resigning COO Joseph H. Jordan appointed CEO and director $3M golden hello NIKE : John W. Rogers, Jr. resigning (2018-2026) 35% no vote in 2025; 40% in 2024; 35% in 2023 RPT : De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer 3rd big LT board left recently: McDonald's (2003-2023); Exelon (2000-2019) 3% influence; redundant skillset Also at NIKE : new CFO David Denton golden hello up to $15.25M cash At Pfizer since 2022; Lowe’s from 2018-2022 Stupid money TYSON FOODS Amended Employment Agreement of Chair John H. Tyson until September 30, 2029: 1) base salary of $3.5M (up from $1.2M) 2) annual bonus target equal to 300% (up from 170%) of his annual base salary, 3) annual equity target of $6M, 4) one-time incentive award cash payment of $40M, 5) use of Company-owned aircraft plus tax gross-ups ("Based on security concerns and as a result of a security study conducted by a third-party consultant"), 6) 300 hours annually of aircraft use for flights in which he is not a passenger, 7) personal security services and may request additional security services up to $150,000 annually, 8) life insurance and Supplemental Executive Retirement Plan benefits of approximately $175,000 a year formerly: 275 hours for him only/only security and not additional $150k JPMORGAN CHASE: one-time Retention and Continuity equity awards to the following Operating Committee members: Doug Petno, Co-President and CEO of the Commercial & Investment Bank, and Troy Rohrbaugh, Co-President and CEO of Consumer & Community Banking, in the amount of $30M each ; Mary Erdoes, CEO of Asset & Wealth Management, and Jennifer Piepszak, Chief Operating Officer, in the amount of $20M each . Dumb stuff CINCINNATI FINANCIAL: appointing Lisa M. Franchetti Admiral Franchetti retired from the U.S. Navy in 2025, after a nearly 40-year career marked by leadership at every operational level, culminating in her service as the 33rd Chief of Naval Operations from November 2023 to February 2025. 15th director SMITH A O: Kevin J. Wheeler will retire as Executive Chair, but remain a director CEO Stephen M. Shafer becomes Executive Chair Smart-ish Stuff AeroVironment: appointed William J. Lynn, III as Class I director The terms of the Company’s Class I directors, including Mr. Lynn, expire at the Company’s 2026 Annual Meeting (due in September) Revolution Medicines: Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the “Company”) of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company’s president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026. The Company currently contemplates appointing Dr. Kelsey to its board effective as of his retirement on January 4, 2027, subject to Board approval. Down to 2F Found their 3rd: CENTENE: elected Lauren Tyler Despite a female CEO (Sarah London) <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH New research from Georgeson Advisory reveals that governance proposals accounted for 51% of all shareholder submissions at Russell 3000 companies between July 2025 and mid-May 2026. Total ESG Submissions: Dropped to 710 this season (down from 840 in 2025 and 1,000 in 2024) G Submissions: Rose to 404 proposals (up from 380 last year) SHP Type 2025 2026 % Change Independent Board Chairs 33 92 +179% Written Consent Rights 13 51 +292% Lower Special Meeting Thresholds 18 29 +61% Executive Severance Pay 30 8 -73% Director Resignation Policies 19 7 -63% Clawback -Related Proposals 15 0 ~ The Haters : anti-ESG activists are focusing on G to fudge their numbers 39 G proposals this season: 24 in 2025; 18 in 2024. 11 independent chair proposals: 1 last year average support rate of 25%: 5% last year E&S Collapse E proposals fell to 97 (down from 147) S proposals dropped to 209 (down from 313) Political Spending & Lobbying: Remained the single most active social category with 42 institutional support dropped from 37% last year to 27% this season. AI-related proposals nearly doubled to 23 submissions (up from 12 last year). Institutional support up to 16% from 12%. The SEC’s "no-objection" framework No-Action Requests: Plummeted 36% to 219 requests (down from 342 last year). Proposal Omissions: Despite fewer formal requests, nearly one-third (33%) of governance proposals were successfully omitted from proxy ballots, up from 26% last year. Litigation Backlash: This administrative shift sparked a wave of corporate litigation, with shareholder proponents launching at least six federal lawsuits to contest no-objection exclusions. Texas Out of 17 shareholder proposals filed regarding corporate reincorporation, 11 explicitly targeted Texas as the new corporate domicile. Eight of the nine reincorporation proposals that went to a final shareholder vote were fully approved, with average support hovering comfortably in the low-60% range. <VOTE RESULTS BUMPER> VOTE RESULTS TABLE Since June 18th 25 meetings at large market caps 9 total SHPs from 7 companies: Top story 0 Victories None Almost Autodesk: Amend Special Meeting Right Threshold 48% yes EBAY: Special Stockholder Meeting Threshold 43% yes Hate Most: Other BJ's Wholesale Club: Majority voting 27% yes Block, Inc.: Establish Board-Level Technology Committee 4% yes Workday, Inc.: Disclose Employee Retention by Demographic 4% yes Disclose Voting Results Based on Share Class 15% yes DELTA AIR LINES Cumulative Voting for Directors 4% yes Action by Written Consent 31% yes disconnect… DOLLAR TREE: Action by Written Consent 5% yes Say on Pay COSTAR GROUP : pay 29% no (46% no 2025) avg 98% yes : CEO/Founder Andrew Forance 99.4% yes; Pay Committee chair Robert Musslewhite 5% no; Chair Luise Sams 6% no Increased rTSR target to 55th percentile (from 50th), with threshold of 30th percentile (from 25th); rTSR payout is capped at 100% if absolute TSR is negative 2025: threshold (80% modifier) 25th percentile, target (100% modifier) 50th percentile, max (120% modifier) 75th percentile 2026: threshold (50% payout) 30th percentile, target (100% payout) 55th percentile, max (200% payout) 80th percentile; super stretch (250% payout) 90th percentile end result in TSC: from $37.4M to $36.4M from 90,500 options ($82.47) to 114,000 options ($78.33) from 178,000 RSUs ($$14.7M) to 256,049 ($20M) from 31,640/79,100/189,840 PSUs to 38,846/97.100/233,040 T-Mobile US: pay 27% no Christian P. Illek 21% no; Dominique Leroy 22% no; Raphael Kübler 22% no But only 3 of 5 pay members, not the chair IonQ, Inc.: pay 47% no (36% no 2025) classified: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no Okta, Inc.: pay 24% no classified: 95% avg yes Directors VEEVA SYSTEMS: Mark Carges 20% no; Gordon Ritter 27% no; Matthew J. Wallach (Co-Founder) 36% no “Our Board determined that Mr. Wallach is an independent director under NYSE listing standards. While Mr. Wallach is a co-founder of Veeva, he has not been employed by the Company for over six years and he is financially and socially independent from Veeva and current Veeva executives.” 2007–2019: Co-founder and President, Veeva Systems Inc. Independent Chair Gordon Ritter been on board since 2008 Co-founder/CEO Peter Gassner on board since 2007 Vertiv Holdings : Steven S. Reinemund 23% no; Joseph J. DeAngelo 25% no; Roger Fradin 30% no; Joseph van Dokkum 46% no One woman: Mr. van Dokkum serves as the chairman of the Nominating Committee Expedia Group : combined stock: Barry Diller (Chairman) 20% no; Craig Jacobson 22% no; Alexander Wang 47% no “Each of our current directors, except for Mr. Wang, attended at least 75% of the aggregate number of meetings of the Board and its committees on which the director served” Chief AI Officer, Meta Platforms No committees: 4 board meetings. He’s 29; he has the energy Other stuff Classified Core & Main: Orvin T. Kimbrough 36% no CrowdStrike Holdings: Johanna Flower 23% no; Denis J. O’Leary 39% no IonQ, Inc.: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no Revolution Medicines: Alexis Borisy 21% no FS KKR Capital: James H. Kropp 12% no; Michael J. Hagan 20% no; Elizabeth J. Sandler 29% no; Jeffrey K. Harrow 30% no Guardant Health: Manuel Hidalgo Medina 24% no; Ian Clark (Lead Independent) 35% no CrowdStrike Holdings: Advisory Vote on the Ratification of Supermajority Voting Provisions 14% yes Upcoming Annual Shareholder Meetings Monday, June 29, 2026 Snowflake Inc. (SNOW) ~$78 B QXO, Inc. (QXO) ~$12 B TopBuild Corp. (BLD) ~$11 B TripAdvisor, Inc. (TRIP) ~$1.5 B Tuesday, June 30, 2026 Devon Energy Corporation (DVN) ~$50 B MongoDB, Inc. (MDB) ~$25 B The Brink's Company (BCO) ~$4.0 B NCR Atleos Corporation (NATL) ~$3.2 B Alumis Inc. (ALMS) ~$3.0 B Braze, Inc. (BRZE) ~$2.2 B Wednesday, July 1, 2026 Green Brick Partners, Inc. (GRBK) ~$3.2 B Tuesday, July 7, 2026 GameStop Corp. (GME) ~$9.5 B CEO/main shareholder Ryan Cohen GameStop CEO Ryan Cohen is so determined to buy eBay that he's taken his own $35 billion pay deal off the table. Cohen has withdrawn the proposed compensation package because he wants to fully focus on revitalizing GameStop's business and acquiring eBay, GameStop said in a press release on Tuesday. Thursday, July 9, 2026 Planet Labs PBC (PL) ~$8.7 B Chewy, Inc. (CHWY) ~$7.5 B Founder Ryan Cohen Olaplex Holdings, Inc. (OLPX) ~$1.3 B <THE BIG VOTE BUMPER> THE BIG VOTE Matt Director vote discrepancies: 2025 vs. 2026 Biggest DROP - sudden against votes Jabil Jabil directors - though in fairness, they weren’t stellar votes anyway John Plant 2025 was 39.5% against, 2026 was 84% against Audit Vote predictor: 73% expected support prior to the meeting, 66% chance of >20% against - Steven Raymund as well NV Tyagarajan was 6% against, is 69.7% against in 2026 Nom, Pay Resignations REJECTED: “In making its determinations, the N&CG Committee and the Board each considered a number of factors it deemed relevant, including each director’s attendance and engagement, overall qualifications, contributions to the Board and its standing committees and whether acceptance of the resignation would be in the best interests of the Company and its stockholders. ATTENDANCE VOTE: “Messrs. Plant and Tyagarajan attended less than 75% of the aggregate Board and committee meetings on which they each served during fiscal year 2025 due to coinciding professional responsibilities.” “In considering attendance and engagement , the N&CG Committee and the Board noted that both Mr. Plant and Mr. Tyagarajan historically maintained strong attendance records prior to the 2025 fiscal year. Jabil directors hit 605 on TSR (good) but 348 on EBITDA margin (less good) Almost 30% from single community, high merit, scenario model has them weak against activists Jabil directors had MOST OVERPAYING board status in our April 3 Proxy Countdown Sanmina Myhili Sankaran - 43% against, attendance, 1.3% against in 2025 2 year tenure, Nom committee, founder lead Totalitarian company Pediatrix John Starcher - 36% against, attendance, 1.6% against in 2025 6 year tenure, Pay committee LESSON: Investors STILL ONLY CARE ABOUT ATTENDANCE The only directors to get votes against had attendance failures - the standard is “show up to work”, not “do a good job” Performance metrics uncorrelated to votes Boards are routinely REJECTING resignations UNLESS it’s politically expedient to accept (as in Cracker Barrel) Other notable Free Float effect: Adobe’s Dan Rosenweig went from 7% against in 2025 to 31% against in 2026. We said: Vote against “Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to Narayen” Men might be slightly better off than women Average vote delt was 0.02% improvement (basically same year over year), average vote delt for women was slight degradation (0.2% more against on average) Biggest IMPROVEMENT - sudden for votes Netflix The biggest year over year vote improvement was for the TWICE “deposed” director Jay Hoag at Netflix Last year Hoag was voted out, but his resignation ignored by the board, due to attendance failures. For showing up to one extra meeting, he went from 79% AGAINST in 2025 to 7% against in 2026 Investors were indifferent to the fact that it was the SECOND time Hoag was voted out, the SECOND time the board rejected the resignation, and his performance is at best weak and at worst horrible overall 390 TSR, 125 earnings margin Boards of Peloton, Netflix, Zillow - and FF data has him as the dictator in charge at Peloton as board chair and a director at the controlling entities (though he “disclaims ownership” of the shares) Every board Hoag is on is a controlled or de facto controlled entity AO Smith and Air Products AO Smith Martin Lois: 9% against from 37% against Air Products Dennis Reilley: 1.5% against from 38% against Paul Hilal: 2% against from 39% against Andrew Evans: 0.7% against from 29% against! Both were targets of activists in 2025, both not targets of activists in 2026 LESSON: Investors only care about things FOR ONE YEAR Jay Hoag, irrespective of a 20 year tenure and multiple votes out, gets voting in since he attended the meetings Performance metrics uncorrelated to votes Activists cause due diligence (at both investors and ISS/Glass Lewis) - and that due diligence is ignored the following year Directors that were targeted by activists and/or proxy advisors in one year does not carry over - despite the fact that TSR/performance has not improved In fact AO Smith is NEGATIVE for the year Other notable A10 Networks Eric Singer: 52% against from 74% against - plurality voting! Whole board among the biggest positive changes Bob Vitale (Bellring Brands, Post Holdings, Energizer) got 26% against at Bellring in 2026 (down from 8% against in 2025), 17% against at Energizer (up from 25% in 2025), and 1% against at Post (compared to 2% in 2025) Votes are not person centric even remotely That’s the Proxy Countdown for the week of June 22, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
June 19, 202647 min
Declassify Lululemon, plus anti-ESG losses and big dumb payouts
Lead independent directors continue to be CEOs-in-training Lachlan Murdoch give himself more money but promises he had nothing to do with it Investors hate ONE company’s pay Exxon hearts Texas and loathes ESG And on the Big Vote, Matt puts on some LuluLemon <TRADE WIRE BUMPER> Trade Wire Top Stories: 130 Filings since May 28th The headlines Lead Independent Directors are King TYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board $2.8M golden hello equity StandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell Ford Russell Ford will continue as Exec Chair until 1/1/2027 $20M golden hello CLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession started DEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027 MICROSOFT: Epstein Files bro Reid Hoffman stepping down Down to 2F GLADSTONE INVESTMENT: elected George “Chip” Stelljes, III Immediately named to 3 committees: Compensation Committee, Nominating and Valuation Only one woman serves on any board committee: Katharine C. Gorka Oh wait, she’s the only woman Stupid money Fox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000 If the maximum stays: annual from $12M to $18M and equity from $22M to $40M So a possible increase of $24M “Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments” CFOs Cencora: $8M golden hello: $2M cash Trade Desk: $10m golden hello UL Solutions: special, one-time $20M equity grant to CEO Jennifer F. Scanlon TRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEO new CEO Michael P. Lyons will join board: golden hello $37.5M equity and $2.7M cash Marvell Technology: director Daniel Durn resigned to become CFO: golden hello ~41$M: $1M cash Dumb stuff C. H. ROBINSON WORLDWIDE: special equity award for Arun Rajan, the Company’s Chief Strategy and Innovation Officer of $7.5M equity “designed to drive strategic and talent development outcomes” MICROCHIP TECHNOLOGY: appointed former exec Mitch Little as director authored two books, Shiftability: Creating a Sustainable Competitive Advantage in Selling and CUSP: Leading by Serving, When Outcomes Matter Most First one is self-published through Amazon Second one is a .pdf and not published (48 pages) Space Exploration Technologies Corp: elected MuskBro Roelof Botha as an “independent Common Stock Director Smart-ish Stuff CME GROUP: Chair/ CEO Terrence A. Duffy will become Exec Chair CFO Lynne C. Fitzpatrick will become CEO/director <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH Meh, nothing spectacular <VOTE RESULTS BUMPER> VOTE RESULTS TABLE Since May 28th 145 meetings at large market caps 77 total SHPs from 33 companies: Top story Warner Bros. Discovery pay 84% no Sustainability ROI Report 3% yes Joseph M. Levin 22% no; Geoffrey Y. Yang 31% no; Kenneth W. Lowe 31% no; Richard W. Fisher 31% no; Debra L. Lee 32% no; Anthony J. Noto 41% no; Paul A. Gould 52% no EXXON MOBIL Texas Redomiciliation 71% yes Voyager Technologies: Texas 92% yes Condescending SHPs Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000 15% yes; requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board’s recommendations 24% yes TARGET CORP independent board chair 39% yes Brian Cornell 13% no SHPs: presence of pesticides in Target’s private label brands 18% yes; reducing plastic microfiber shedding 20% yes x Victories HUBSPOT: Special Shareholder Meeting Improvement 79% yes FIVE BELOW: simple majority vote standard 90% yes El Pollo Loco Holdings: majority voting standard 71% yes Almost Otis Worldwide: political contributions and expenditures 45% yes DOLLAR GENERAL: Reduce Special Meeting Ownership 42% yes NETFLIX: Act by Written Consent 44% yes Datadog: simple majority voting 42% yes Hate DICK'S SPORTING GOODS: Women's Rights Related Business Risk and Decision Framework 0.06% yes Airbnb: Risks Relating to Digital Services 0.06% yes; Discrimination in Charitable Support 0.04% yes;Risks of Politicized Divestments 0.09% yes Most: Meta Platforms (10) Report on AI Data Usage Oversight 10% yes; Annual Vote Regarding Executive Pay 27% yes; Dual Class Capital Structure 26% yes; Disclosure of Voting Results By Share Class 20% yes; Human Rights Due Diligence 4% yes; Addressing Antisemitism and Hate 7% yes; Climate Change-Related Commitments 7% yes; Integrating Child Safety into Exec Comp 3% yes'; Data Protection Impact Assessment on Gen AI 7% yes; Risks of H-1B Visa Program Use less than 1% yes Alphabet (10) Climate Goals Disclosure 7% yes; Water Usage & AI Report 1% yes; Equal Shareholder Voting 31% yes; Viewpoint Diversity Risk 0.16% yes; Politicized Content Moderation 0.2% yes; Immigration Policy Impact 2% yes; Data Privacy Report 6% yes; AI Board Oversight 4% yes; AI Misinformation Report 9% yes; AI Data Usage Oversight 12% yes Other No ESG-related shareholder proposals pass in 2026 proxy season ESG and Anti-ESG Shareholder Proposals in 2026 “Considerations regarding what constitutes ESG proposals are necessarily subjective. In our analysis, we include proposals with clearly social goals, including proposals related to DEI or freedom of speech, or climate related goals, among others. We exclude proposals with a governance focus , such as those requesting an independent board chair or rights to call a special meeting, among others. Say on Pay Fidelity National Information Services: pay 30% no 98% avg yes Apollo Global Management: pay 29% no 99% avg yes Ulta Beauty: pay 22% no 98% avg yes PROCORE TECHNOLOGIES: pay 37% no classified: Nanci E. Caldwell 32% no COMCAST: pay 42% no Kenneth J. Bacon 20% no; Thomas J. Baltimore, Jr. 22% no Independent chair 26% yes Arista Networks: pay 40% no classified: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% no Directors TKO Group Holdings: The Rock 20% no MATTEL INC: 25% no: Adriana Cisneros, Diana Ferguson, Prof. Noreena Hertz, Soren Laursen, Roger Lynch, Dominic Ng, Dr. Judy Olian Classified Arista Networks: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% no DOCUSIGN: Allan Thygese 22% no; Cain Hayes 27% no; James Beer 28% no FUEL TECH: Douglas G. Bailey 23% no Astera Labs: Michael Hurlston 32% no Rocket Companies: Matthew Rizik 21% no Fidelity National Financial: William P. Foley II 22% no Zoom Communications: Lieut. Gen. H.R. McMaster 23% no REGENERON PHARMACEUTICALS: Craig B. Thompson, M.D. 21% no; Christine A. Poon 23% no; Joseph L. Goldstein, M.D. 30% no Other stuff CME GROUP In the election of one Class B-3 Director, no quorum was achieved. Therefore, Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws. She will continue to serve until her successor is duly elected at the 2027 Annual Meeting or her earlier resignation. "The Big Picture: Corporate management tried to eliminate the special rights of Class B shareholders to elect their own board directors. The shareholders successfully blocked this change—either by actively voting ""No"" or by simply not showing up to vote. 1. The Corporate Governance Proposals (Items 4 - 7): Management needed specific majorities to strip away these Class B voting rights, and they failed across the board: Item 4 (Eliminate Class B-1 Director Rights): FAILED. Management wanted to stop B-1 shareholders from electing three directors. It needed a majority of all outstanding B-1 shares to agree, but only 27.84% voted yes. Item 5 (Eliminate Class B-2 Director Rights): FAILED. Management wanted to stop B-2 shareholders from electing two directors. Only 23.37% of B-2 shares voted yes. Item 6 (Eliminate Class B-3 Director Rights): NO VOTE. Only 28.44% of Class B-3 shareholders showed up (the minimum needed to hold a vote was 33.3%). Because they lacked this ""quorum,"" the proposal was thrown out without a vote. Item 7 (The Certificate Amendment): PASSED BUT VOID. While the general pool of shareholders voted ""Yes"" to a corporate amendment, it was legally contingent on Items 4, 5, and 6 passing. Because those failed, this amendment is dead in the water and will not be filed. 2. The Board Elections (Item 8) Because management failed to alter the rules, the traditional Class B board elections took place with the following results: Class B-1: William H. Hobert, Patrick J. Mulchrone, and Robert J. Tierney Jr. were all successfully re-elected to the board until 2027. Class B-2: Patrick W. Maloney was successfully re-elected to the board until 2027. Class B-3: No election occurred. Because Class B-3 shareholders didn't hit their 33.3% attendance turnout, they couldn't vote on a director. By default legal rules, the current incumbent, Elizabeth A. Cook, automatically keeps her seat as a “holdover” director until 2027." KKR & Co: special: eliminate the supermajority voting requirement: failed: 98% yes but less than 90% of outstanding shares present (86.6%) Upcoming Annual Shareholder Meetings: June 22-23 2026 Tuesday, June 23 CoStar Group, Inc. (CSGP) Real Estate Data / ~$30B+ Core & Main, Inc. (CNM) Industrial/Waterworks / ~$10B+ Two Harbors Investment Corp. (TWO)Mortgage REIT / ~$1B+ Wednesday, June 24 NVIDIA Corporation (NVDA) Semiconductor & AI / ~$3T+ Synchrony Financial (SYF) Consumer Finance / ~$15B+ F&G Annuities & Life, Inc. (FG) Insurance / ~$5B+ Thursday, June 25 Lululemon Athletica Inc. (LULU) Apparel / ~$40B+ The Kroger Co. (KR) Grocery Retail / ~$35B+ UiPath, Inc. (PATH) AI & Automation Software / ~$7B+ Blue Owl Capital Corp. (OBDC) Asset Management / ~$7B+ Box, Inc. (BOX) Cloud Content Management / ~$4B+ Terex Corporation (TEX) Heavy Machinery / ~$3B+ Dell Technologies Inc. (DELL) Tech Hardware & AI / ~$100B+ Marvell Technology, Inc. (MRVL) Semiconductors / ~$50B+ SentinelOne, Inc. (S) Cybersecurity / ~$7B+ HealthEquity, Inc. (HQY) Fintech & Health Savings / ~$7B+ Friday, June 26 Aon plc (AON) Financial Services & Insurance / ~$60B+ The AES Corporation (AES) Utility & Power / ~$11B+ United Therapeutics Corp. (UTHR) Biotechnology / ~$10B+ Select Medical Holdings (SEM) Healthcare Facilities / ~$4B+ Blackstone Mortgage Trust (BXMT) Real Estate Finance / ~$3B+ <THE BIG VOTE BUMPER> THE BIG VOTE Matt Lululemon and how Chip Wilson’s Campaign proves board entrenchment mechanisms need to be dissolved - but investors seem to be confused about those mechanisms: Wilson began an activist campaign against LULU after he didn’t get board seats he wanted, saying : “It is clear to the world that lululemon is special, but in need of change. As I have stated for years, lululemon needs visionary creative leadership to thrive. The simple truth is that the current Board lacks these skills and, as a result, lululemon is unable to win back the confidence of its critical stakeholders and regain commercial momentum. The nominees I put forward today are the change that is needed to redefine lululemon and begin this company’s next chapter of success” He was on a disparagement rampage since late last year: Lululemon's founder is blasting the company for selling sheer leggings, calling it a ' new low ' Lululemon founder Chip Wilson blames board for 'total operational failure' in Get Low launch “In 2013, Lululemon recalled 17% of all its pants for being too sheer. At that point, the company blamed the manufacturing error on an incomplete testing protocol” Wilson owned 29.22% of the stock at the time Lululemon founder Chip Wilson launches proxy fight for board shakeup 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 Lululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement , Lululemon will appoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentile take all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026 one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting; the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meeting and, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting Wilson in exchange will: agree to not bad-mouth the company for around 18 months vote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder Meeting But in 2026 so far… 14 shareholder proposals were filed in an effort to remove board entrenchment mechanisms Chevedden filed 7 of the 14 Includes simple majority, director majority voting, proxy access, and one declassification at ZScaler Average vote for in 2026: 22% Only SBUX simple majority SHP got >50% at 72% in favor At LULU, Chip Wilson actually classified and hand picked most of the board he went activist against: SAME BOARD MEMBERS THAT CHIP WILSON PICKED : Martha Morfitt (2008) David Mussafer (2014) Michael Casey (2007) Emily White (2011) 40% of the board IS CHIP WILSON’S HAND PICKED PEOPLE Now he demands declassification Overall, are classified boards that bad?? More insiders : 25% insiders on average vs. 21% for non classified More consolidated influence : 41% max influence average vs. 33% More knowledge : 43% of directors on classified boards have core industry knowledge vs. 41% on non classified Lower tenure : Average classified tenure is 7.4 years vs. 7.9 years on non classified Less connected: 37% vs. 46% average Roughly the same performance : .509 vs. .496 The LULU vote trade: The classified vote at LULU is effectively a Wilson vote: At this point, LULU has committed to Wilson candidates AFTER the AGM (no votes on them FOR THREE YEARS as class I directors added using board size increase and post AGM agreement). The company agreed to add ANOTHER director in October for Wilson, and at least one director is resigning. Wilson has committed to not yell at the company for about 12 minutes (18 months), and gets full say over directorships. The Board shall recommend that stockholders vote and shall solicit proxies, in favor of Wilson’s proposal regarding declassification of the Board, submitted in the notice dated December 29, 2025 (the “Declassification Proposal”) at the 2026 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports its other proposals at the 2026 Annual Meeting, and the Company shall use its best efforts to have all directors and executive officers of the Company vote all shares beneficially owned by them and over which they have voting control in favor of the Declassification Proposal. If the Declassification Proposal is approved by the stockholders at the 2026 Annual Meeting, then the Company shall take all necessary actions to submit for stockholder approval at the 2027 Annual Meeting a binding proposal to approve an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to fully declassify the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and adjournments, postponements, reschedulings or continuations thereof, the “2028 Annual Meeting”). Declassify: You can REMOVE Wilson candidates at next AGM, they serve only 24 months Insider power will diminish, as Wilson candidates are effectively representatives of Wilson himself (and in our influence numbers are considered activist placed and high influence) Wilson’s choices did NOT improve the core knowledge - so you don’t get that benefit: “The nominees appear to be fine, although only one of the three (Maurer) has direct experience in Lululemon’s industry,” Morningstar analyst David Swartz said.” David Musaffer stepped down, as well, didn’t have core knowledge - so knowledge didn’t substantially change Tenure will stay lower, but less connected to each OTHER (but increase connection to Wilson) LEAVE classified Wilson actually GAINS CONTROL in a classified board system - his directors stay for 3 years without accountability (except maybe to him) That’s the Proxy Countdown for the week of June 15, 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
May 29, 2026
Board scenario models at Walmart, plus Amgen won’t move your piano
This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: BP Ousts a Bully No foosball tables for the new CFO at Amgen An activist investor calls a board “lazy” Welltower investors decide they hate the NEOs’ $1.5B in equity awards And on the Big Vote, Matt talks Walmart <TRADE WIRE BUMPER> Trade Wire Top Stories: 88 Filings since May 14th The headlines BP ousts chair over ‘serious’ governance, oversight concerns The oil giant’s board removed Albert Manifold from his roles as chair and director this week, effective immediately. He faced a contingent of investor opposition at BP’s recent annual meeting. Ousted BP Chair Hits Back at ‘Lies’ About His Conduct Albert Manifold was abruptly fired by the oil major this week amid concerns about bullying behavior TYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board Schomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019 Clorox CEO Linda Rendle to Step Down for Health Reasons The company says it will begin a comprehensive CEO search process to succeed her NEOs Linda Rendle 47/2016 Chair/CEO (2020-) Nina Barton 52/2024 Group President – Care & Connection Luc Bellet 47/2025 CFO Stacey Grier 62/2019 Executive Chief of Staff Angela Hilt 53/2020 Chief Legal and External Affairs Officer Chris Hyder 50/2021 Group President – Health & Hygiene Kirsten Marriner 53/2016 Chief Administrative Officer Eric Reynolds 55/2015 Chief Operating and Strategy Officer Board 5F/6M Down to 2F Stupid money AMGEN INC (AMGN) New CFO Thomas Dittrich: $18.7M golden hello: $5.1M cash standard relocation benefits: Immigration; Pre-Assignment Home Finding Trip (and any qualified eligible dependents); Final Travel to the Host Location; Shipment of Household Goods & Personal Effects (including the professional survey, packing, surface shipping, delivery, insurance, uncrating, unpacking, in-transit storage and reasonable import duties on used household goods and personal effects but will NOT cover Food and perishable items, Alcohol, Pianos, Major electrical and gas appliances, Plants, Weapons, Heavy or bulky hobby equipment, such as billiards tables and exercise equipment, Jewelry, furs, precious stones, legal documents, securities, money, artwork, Non household pets or livestock, Planes, boats, motorcycles and snowmobiles Shipment of Household Pets; Temporary Living on Arrival in the Host Location (7 days in the Home Country prior to departure and up to 30 days in the Host Country); Per Diem; Car Rental for 30 days; Home Finding Relocation Allowance ($318k) to assist with the cost of any miscellaneous items not otherwise covered within the relocation assistance provided (e.g. voltage adapters, electrical appliances, movement of goods not covered within the policy, host local settling in costs, etc.); ALTRIA GROUP (MO) Salvatore Mancuso new CEO former CEO William F. Gifford, Jr will become board consultant golden parachute $21M equity, $250k month until end of 2026; golden hello for new CEO ~$7M equity O REILLY AUTOMOTIVE (ORLY) the Compensation Committee recommended a $2M stock option award for Greg Henslee, Executive Chairman Dumb stuff AMERICAN INTERNATIONAL GROUP (AIG) appointed Thomas D. Stoddard not voted on at AGM Smart Stuff <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH Activist investors push to oust former Target CEO from board Mercy Investment Services, SOC Investment Group and Trillium Asset Management is urging Target shareholders to vote against the reelection of Executive Chair Brian Cornell and Lead Independent Director Christine Leahy at the retailer’s annual shareholder meeting in June. Among the reasons cited is Leahy’s oversight of the decision to retain former CEO Cornell as executive chair and special adviser , per a letter to shareholders filed in a notice of exempt solicitation on Friday. “In our view, Target has endured years of strategic and operational missteps that have led to significant underperformance compromising long-term shareholder value,” the letter from Mercy Investment Services, SOC Investment Group and Trillium Asset Management states. “ The recent CEO succession does not signal that the Board is focused on the genuine reset we believe is critical to turn the Company around. ” Bradley Radoff, who owns about 3% of Marston , the pubs group, says it should sell sites to pay down its £860m debt as shareholders are starved of returns “I’m asking the board to be its own ‘activist’ and solve the problem immediately. The board is lazy .” A Marston’s spokesman said: “We continuously engage with our shareholders and always welcome their views on capital allocation.” Lululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement , Lululemon will appoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentilel take all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026 one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting; the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meeting and, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting Wilson in exchange will: agree to not bad-mouth the company for around 18 months vote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder Meeting <VOTE RESULTS BUMPER> VOTE RESULTS TABLE Since May 14th 206 meetings at large market caps 87 total SHPs from 44 companies: 55g 18s 14e 3 Victories TransUnion (TRU): call a special meeting 72% yes ON SEMICONDUCTOR (ON): simple majority voting 98% yes Verisk Analytics: act by written consent 52% yes 8-k didn't name it Hate Yeah but who cares Most: Home Depot (7) recycling-related plastics targets less than 1% yes; packaging policies for plastics 17% yes; customer data privacy risks 9% yes; independent board chair 26% yes; biodiversity impact and dependency assessment 14% yes; sufficiency of associates’ access to healthcare 8% yes; discrimination in charitable support less than 1% yes The most: Independent Board Chair No victories: 43% to 12% yes JPMorgan: 35% yes Other Ford Motor: Provide that All of the Company’s Outstanding Stock Have One Vote Per Share 43% yes: John Chevedden RELIANCE, INC. (RS): requiring directors to depart the Board within nine months of failing to receive a majority vote 16% yes: John Chevedden NEXTERA ENERGY (NEE) 2 Paris Agreement Alignment 35% yes; Net Zero Business Performance Risks 1% yes The names of co-filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information pay over 30% NO WELLTOWER INC. (WELL): pay 81% no Ade J. Patton: 25% no; Sergio D. Rivera: 25% no; Johnese M. Spisso: 27% no; Kathryn M. Sullivan: 24% no THERMO FISHER SCIENTIFIC: pay 68% no 95% avg yes; Dion J. Weisler: 11% no SOMNIGROUP INTERNATIONAL (SGI): 42% no SIMON PROPERTY GROUP (SPG): 31% no UDR, Inc. (UDR): pay 31% no 95% avg yes; Robert A. McNamara 11% no BXP, Inc. (BXP): pay 31% no 95% avg yes; Matthew J. Lustig: 12% no; Owen D. Thomas: 10% no CITIGROUP INC (C): pay 40% no 96% avg yes BlackRock, Inc. (BLK): pay 35% no 97% avg yes PLAINS ALL AMERICAN PIPELINE LP (PAA): pay 39% no classified: 98% avg yes Directors TRIMBLE INC. (TRMB) Kaigham (Ken) Gabriel 33% no; Kara Sprague 33% no; Thomas Sweet 33% no; Other stuff Upcoming Annual Shareholder Meetings: May 17-23 2026 Tuesday, June 2, 2026 Joby Aviation, Inc.JOBY~$10.5 Billion Brighthouse Financial, Inc.BHF~$3.6 Billion Viridian Therapeutics, Inc.VRDN~$1.76 BillionI ICF International, Inc.ICFI~$1.25 Billion Wednesday, June 3, 2026 Duolingo, Inc.DUOL~$5.0 Billion The Carlyle Group Inc.CG~$16.4 Billion Thursday, June 4, 2026 Walmart Inc.WMT~$945.8 Billion SHPs Request for Cumulative Voting for Board Elections National Legal and Policy Center Report on Workplace Health and Safety Governance Oxfam America, Inc. Report on Immigration Policy and Enforcement SOC Investment Group Report on Workplace Impact of AI and Automation United for Respect CEO Pay Ratio: 958:1 we excluded approximately 4.71% of our total associate population or approximately 100,000 associates outside of the U.S.: India (50,821) and South Africa (28,202) Howard Hughes Holdings Inc.HHH~$3.8 Billion Friday, June 5, 2026 Omega Healthcare Investors, Inc.OHI~$13.5 Billion
May 15, 2026
Business Roundtable Boards, plus Victoria’s Secret and vote roundups
Proof that Berkshire Hathaway has always been fake frugal Companies following their own rules Victoria’s Secret rejects a Brett Blundy A wrap-up of 150 meeting results over the past 2 weeks And on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge <TRADE WIRE BUMPER> Trade Wire Top Stories: Filings since May 1st The headlines BERKSHIRE HATHAWAY Charles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFO Mr. Chang will be paid an annual cash salary of $8,000,000. Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037 . Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per year EMERSON ELECTRIC elected Jennifer G. Newstead 3 women! GENERAL MILLS Long-tenured director Steve Odland (2004-) stepping down Dana McNabb named COO, been with the company since 1999 and is also becoming a director CFO getting a one-time $3.5M equity award while CTO is getting $2.5M Down to 2F Stupid money Snap Inc (SNAP) $14.9M golden hello equity award for new CFO Douglas Hott Dumb stuff DUCOMMUN appointed Mark A. Caylor as a Class II Director to serve for a term expiring at the annual meeting of stockholders in 2029 appointed to serve as a member of the Board’s Audit Committee Trade Desk Samantha Jacobson resigning as Chief Strategy Officer but will continue to serve as director Toll Brothers new COO Seth J. Ring added to board OCCIDENTAL PETROLEUM Vicki Hollub stepping down as CEO, replaced by Richard Jackson Vicki staying on board, Jackson added 4/30 but not voted on 5/1 PLAINS ALL AMERICAN PIPELINE appointed Cynthia B. Taylor to board The former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability Committee Smart Stuff WEC ENERGY GROUP Having reached the applicable retirement age under WEC Energy Group’s Corporate Governance Guidelines, Gale Klappa completed his service as Chairman of the Board on May 7, 2026 COMMERCE BANCSHARES Benjamin F. Rassieur, III retired due to the mandatory retirement requirements of the Company. Mr. Rassieur had been a Board member since 1997 and was a member and former committee chairman of the Audit and Risk Committee. TTM TECHNOLOGIES Director John G. Mayer resigned Resignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, per the Company’s Corporate Governance Guidelines <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH Victoria’s Secret rejects activist investor Brett Blundy’s board push Swatch shareholders reject activist investor's bid for board seat Steven Wood, whose GreenWood fund owns about 0.5% of Swatch, had challenged the Hayek family's control of Swatch with the backing of proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis. Swatch said he was not suited to represent shareholders. They instead elected Swatch nominee Andreas Rickenbacher, a former Swiss politician and current director at BKW and Aebi Schmidt. Participants in the annual general meeting rejected his appointment to the board, with 79.6% of votes against and 19.2% in favour. Swatch's dual-class share structure has helped CEO Nick Hayek and Chair Nayla Hayek, children of founder Nicolas Hayek, maintain control: their family owns about a quarter of the equity but more than 40% of voting rights "For the second time, the shareholders have clearly rejected his election," Swatch said. Among non-dual class cheaters: support for Wood was at 80%, higher than the 62% in an equivalent bid last year <VOTE RESULTS BUMPER> VOTE RESULTS TABLE Since May 1st 153 meetings at large market caps 82 total SHPs: 4 Victories VERTEX PHARMACEUTICALS: act by written consent 57% yes ALBEMARLE: call a special meeting 57% yes CF Industries: excessive golden parachutes 51% yes NRG ENERGY: call for a special shareholder meeting 56% yes Hate Constellation Energy : Report on DEI Initiatives 1% yes National Center for Public Policy Research According to 1792 Exchange’s Corporate Bias Ratings TRUIST FINANCIAL : Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yes The Heritage Foundation According to 1792 Exchange’s Corporate Bias Ratings INTERNATIONAL BUSINESS MACHINES CORP ( IBM) Report on AI Bias: 2% yes National Center for Public Policy Research The White House has issued an executive order specifically seeking to combat “woke” AI Report on Discrimination in Charitable Support: 2% yes The Heritage Foundation IBM has a perfect score on the Human Rights Campaign’s Corporate Equality Index COCA COLA Sustainability Committee By-Law Amendment 0.87% yes National Center for Public Policy Research “Being good might cost too much” Plastics Packaging Policies 0.8% yes National Legal and Policy Center “Being good might cost too much” (*Diversity, Equity and Inclusion Efforts 11% yes: As You Sow) GILEAD SCIENCES : risks of ESG and DEI executive compensation metrics 0.7% yes Bowyer Research “Being good might cost too much” DOMINION ENERGY ESG/DEI Compensation Metrics 1% yes The Heritage Foundation “Being good might cost too much” AMERICAN EXPRESS transgender healthcare treatments for minors 0.4% yes Inspire Investing American Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Index political bias risk oversight 0.9% yes National Center for Public Policy Research According to the 1792 Exchange FIRST CITIZENS BANCSHARES : faith-based employee resource groups 0.4% yes Inspire Investing But wait: “Being good might cost too much”?? COLGATE PALMOLIVE : Remove DEI from Board Considerations 2% yes National Legal and Policy Center Independent Board Chair (19) Avery Dennison: 39% yes CORNING: 18% yes GILEAD SCIENCES: 27% yes WEST PHARMACEUTICAL SERVICES: 46% yes EVERSOURCE ENERGY: 26% yes CARVANA: 4% yes BANK OF AMERICA: 32% DOMINION ENERGY: 24% yes BERKSHIRE HATHAWAY: 15% yes AFLAC: 12% yes PEPSICO: 26% yes BRISTOL MYERS SQUIBB: 27% yes ECOLAB: 26% yes AbbVie: 39% yes PRUDENTIAL FINANCIAL: 30% yes DOVER: 36% yes CORPAY: 30% yes LOCKHEED MARTIN: 37% yes COLGATE PALMOLIVE: 29% yes pay over 10% NO GOLDMAN SACHS pay 30% no Pay committee chair Kimberley Harris 26% no BERKSHIRE HATHAWAY say on pay every 3 years 66% OMNICOM GROUP 44% no pay avg 97% yes MOLINA HEALTHCARE 47% no pay avg 97% yes Directors Trade Desk classified: Andrea L. Cunningham 67% no ; ceo/chair jeff green 92% yes Ummmmmmmmm? plurality SERVICE CORP INTERNATIONAL Sara Martinez Tucker 17% no C. Park Shaper 18% no Victor L. Lund 21% no Anthony L. Coehlo 21% no Marcus A. Watts (Lead Ind. Director) 57% no Ummmmmmmmmm? The Company and its directors take the shareholder concerns expressed in the vote seriously. The Nominating and Corporate Governance Committee of the Board will carefully consider the failure to meet the majority vote requirement through the process set forth in Section 3.4 of the Company’s Corporate Governance Guidelines. The Committee will make a recommendation to the Board regarding any action to be taken in relation to its findings. The Board will act on the Committee’s recommendation and publicly disclose its determination following completion of its review. Limit Liability of Officers (Exculpation) 52% no CORPAY Annabelle Bexiga 24% no Thomas M. Hagerty 26% Steven T. Stull 28% no Hala G. Moddelmog 31% no Joseph W. Farrelly 39% no SOUTHWEST AIRLINES Nom Committee chair Christopher P. Reynolds 39% no Other stuff DT Midstream: The stockholder proposal as set forth in the Proxy was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting . If the stockholder proposal had been properly presented, the proposal would not have been approved by the Stockholders, with the votes shown 30% yes NVR: Shareholder proposal to reduce the ownership threshold required to call a special meeting. The shareholder proposal as set forth in the proxy statement for the Annual Meeting was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the Company's shareholders; disclose greenhouse gas emissions 47% yes RB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yes Both in-person and virtual meetings UNITED PARCEL SERVICE (UPS): Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share 40% yes; Upcoming Annual Shareholder Meetings: May 17-23 2026 May 18 Valley National Bancorp (VLY) Virtual ~$4B 3/0 Vishay Intertechnology (VSH) Virtual ~$3B 3/0 May 19 JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4 PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2 Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1 Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0 Zebra Technologies (ZBRA) Virtual ~$15B 3/0 Permian Resources (PR) In-Person ~$13B 5/0 May 20 BlackRock, Inc. (BLK) Virtual ~$140B 3/2 Northrop Grumman (NOC) Virtual ~$75B 3/2 Zoetis Inc. (ZTS) Virtual ~$80B 3/0 EOG Resources, Inc. (EOG) Virtual ~$75B 3/0 GE Vernova Inc. (GEV) Virtual ~$55B 3/1 S&P Global (SPGI) Virtual ~$160B 3/0 May 21 Leggett & Platt (LEG) Virtual ~$2B 4/0 IDACORP, Inc. (IDA) Virtual ~$5B 3/0 The Home Depot (HD) Virtual ~$350B 3/2 Harley-Davidson (HOG) Virtual ~$5B 4/0 May 22 Honeywell International (HON) Virtual ~$140B 3/1 The Allstate Corp (ALL) Virtual ~$50B 3/1 Apple Hospitality (APLE) In-Person ~$3.5B 3/0 <THE BIG VOTE BUMPER> THE BIG VOTE AGM Date: May, 2026: Virtual 2026 Proxy 2025 Proxy 2025 Voting results 2024 Voting results General Observations Ownership Institutional voting power Vanguard % BlackRock % Fidelity % Performance outliers: Overall: EBITDA . . Carbon . . TSR . . Controversies . . Board stuff Committees Audit (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 Skills Gender Power Gap -% Other DIRECTORS Steven D. Black 73/2020/m fnc 10% Lead Independent Director ; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. Votes Against Last AGM: 3% no SAY ON PAY % NO 2025 CEO Pay Ratio :1 SHPs Matt OVERVIEW First some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home Depot Four lead independent directors - tenures of 26 (BLK, Gerber), 22 (JPM, Burke), 17 (Northrup, Kleiner), and 26 (Home Depot, Brenneman) CEO tenures of 28 (BLK, Fink), 22 (JPM, Dimon), 7 (Northrup, Warden), 4 (Home Depot, Decker) All four >30% women on board, biggest power gap at JPM (-17%) Northrop knowledge is shit Retail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from Hilton Military - Grady, Roughead, Welsh Krishna (IBM CEO) and Brown sit on IBM board together What is that? Are they selling weapons and military devices retail? Zero AI (Krishna closest, engineering and IBM does AI stuff), zero industrial production, zero public safety Lowest core knowledge of the group - 17% of the board has any overlapping core knowledge at all All four have >50% of directors connected Whopping 771 connections in our DB for the 4 companies All four have >50% board current or ex CEOs All four have >50% board for whom this role is most prestigious, pays them the most for any board slots, and the current CEO picked them for the board Only the JPM board have directors batting over 570 for TSR - everyone else below 42 of the 55 directors are below 500 for TSR 13 of BLK’s 19 directors bat below 400 on TSR 17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothing The “Business Roundtable” Board CEOs on boards The presence of CEOs on the board (current or ex) for US large caps is pretty steady over the last four years - average US large cap board is 68% current or ex-CEOs today CEOs often don’t take public board slots - of the 1,079 US large cap CEOs (including co-CEOs), only 359 are on other boards (34%) - We know anecdotally from reports from board placement agents, though, that CEOs are involved in selecting directors - directors aren’t chosen strictly by the board, they are run through CEOs When the CEO is chair, it’s reasonable to assume this is even more the case So if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where? Trade associations, non profits, college trusteeships Overall, there are 928 connections that run through the Business Roundtable board - all members are CEOs - which is dwarfed by the 1,452 connections through the Partnership for New York City, a non profit with 300 CEOs on it Incidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie Dimon For the four companies this week, a majority of connections for all of them run through the BR: THE BUSINESS ROUNDTABLE INC 213 CATALYST INC 159 The Partnership for New York City Inc 146 THE BUSINESS COUNCIL INC 139 First company to show up is IBM with 59 routes through them Why it matters? Independence Groupthink When everyone on your board basically exists in the same echochamber, do you expect different decisions at different companies or herd movement? 55 directors on the 4 boards, 31 have connections back to other directors Of those 31, 8 have connections TO THE OTHER 3 BOARDS THIS WEEK - of these 4 companies we chose at random (large cap US), 15% of directors up for election have connections to at least one of the other boards Phebe Novakovic Kathy Warden Virginia Rometty Alex Gorsky James Dimon Mark Weinberger Arvind Krishna William Ford Where this really matters: BLK and JPM Blackrock OWNS the largest stake in most companies in the US, JPM is a massive asset owner A director like Hans Vestberg, who was CEO of Verizon, sits on Blackrock, his owner’s, board, or Phebe Novokovic. CEO of General Dynamics, sits on JPM Novakovic, Rometty, Gorsky, Dimon, Weinberger - all have cross pollination at other boards, are paths to Home Depot, BLK, Northrop, all on JPM An upcoming paper from bram van der Kroft and his team at MIT now shows the cost of that: Asset managers with owned company executives sitting on their boards have abnormal voting patterns in favor of management at those companies Those management favorable voting conditions persist even after that director leaves the asset manager board The addition of those executives is tied to getting the pension business of the company - the estimate he showed me was several million dollars in fees worth of value This is a straight quid pro quo - put a company executive on your board whose business you want, vote with management all the time, land the fees, rotate and repeat Voting This week is a case study in the ineffectiveness of the US corporate board - it doesn’t matter if the company does well (JPM) or poorly (BLK), if the CEO is a big loud mouth (Dimon) or quiet (Warden), the board’s job isn’t to represent shareholder interests - it’s to represent a system or culture of self interests The voting recommendation here is pretty simple: ask who represents you as a shareholder
May 1, 202650 min
Aflac’s Atlanta crew, plus vote avoidance at AIG and Ball Corp’s vote prediction
<TRADE WIRE BUMPER> Trade Wire Top Stories: Filings since April 24 The headlines AMERICAN 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 Chair SOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on board We reported as Interim last week, is now permanent Down to 2F Stupid money NVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity award RESMED INC (RMD) $3.5M golden hello to new CFO Former 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 stuff CARLISLE 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 accepted Two 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 MATCH Activist Starboard Pushes for Lamb Weston to Hold Investor Day Can 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 Intertek That’s it, just wanted to cite a nepo-baby Swatch Group Investor Battle Heats Up After ISS Backs Activist Steven 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 seat Summer Road LLC, the Sackler family office, was successful in their bid to earn a seat on Ingles Markets Board of Directors Summer 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% yes STANLEY BLACK & DECKER, INC. (SWK) 8% yes JOHNSON & JOHNSON (JNJ) 23% yes WELLS FARGO & COMPANY (WFC) 34% yes* DOMINOS PIZZA INC (DPZ) 40% yes departure of directors who fail to obtain a majority vote 16% yes A ct by Written Consent BORGWARNER INC (BWA) 4% yes Cigna Group (CI) 48% yes HCA Healthcare, Inc. (HCA) 22% yes report on healthcare consequences 11% yes call a special meeting AGCO CORP /DE (AGCO) 49% yes SHERWIN WILLIAMS CO (SHW) 43% yes AES CORP (AES) 35% yes Majority Voting Standard CITIZENS FINANCIAL GROUP INC/RI (CFG) 10% yes WELLS FARGO & COMPANY (WFC) 48% yes Other G EDISON INTERNATIONAL (EIX): Retention of Equity 37% yes DOMINOS PIZZA INC (DPZ): departure of directors who fail to obtain a majority vote 16% yes independent board chair requirement 40% yes S FASTENAL CO (FAST): EEO-1 reporting disclosure policy 22% yes WELLS FARGO & COMPANY (WFC) Respecting Vendor Civil Liberties* 2% yes WELLS FARGO & COMPANY (WFC) Board Committee on Indigenous Rights 5% yes HCA Healthcare, Inc. (HCA): report on healthcare consequences 11% yes act by written consent 22% yes E ARCBEST CORP /DE/ (ARCB): GHG emissions reduction targets 30% yes WELLS FARGO & COMPANY (WFC) Energy Supply Ratio 20% yes WELLS FARGO & COMPANY (WFC) High-Carbon Financing Litigation Risks 9% yes 10 pay over 10% NO EDISON INTERNATIONAL (EIX): pay 22% no Retention of Equity 37% yes; auditor 9% no 97% avg yes FASTENAL CO (FAST): pay 11% no WHIRLPOOL CORP (WHR): pay 31% no 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director) 80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes G RACO INC (GGG): pay 32% no classified: Martha A. Morfitt (Lead Director) 21% no PFIZER INC (PFE): pay 13% no Joseph J. Echevarria 18% no AMERICAN ELECTRIC POWER CO INC (AEP): pay 18% no Sara Martinez Tucker 16% no Prologis, Inc. (PLD, PLDGP): pay 42% no George Fotiades (chair) 12% no David O’Connor 4% no Olivier Piani 2% no Board average 97% yes Essential Utilities, Inc. (WTRG): pay 10% no; auditor 10% no CARLISLE COMPANIES INC (CSL): pay 13% no EXELON CORP (EXC): pay 10% no; auditor 11% no Directors over 10% AMERICAN ELECTRIC POWER CO INC (AEP): Sara Martinez Tucker 16% no pay 18% no BALL Corp (BALL): Todd A. Penegor 40% no Interactive Brokers Group, Inc. (IBKR): Thomas Peterffy (Founder/Chair); 12% no; Milan Galik (CEO) 12% no; Earl H. Nemser (Vice Chair) 14% no Founder and Chairman Thomas Peterffy holds approximately 75% of the total voting power HCA Healthcare, Inc. (HCA): Nancy-Ann DeParle 11% no PFIZER INC (PFE): Joseph J. Echevarria 18% no GRACO INC (GGG): classified: Martha A. Morfitt (Lead Director) 21% no pay 32% no WHIRLPOOL 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% yes pay 31% no HUNTINGTON 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% no Other stuff ARCBEST CORP /DE/ (ARCB): Redomestication (Delaware to Texas) 67% yes SHERWIN WILLIAMS CO (SHW): the dirty trick: shareholder ability to call a special meeting 43% 25% Special Meeting Threshold 91% yes Upcoming Annual Shareholder Meetings: May 2-May 9 Saturday, May 2, 2026 Berkshire 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, 2026 Eli Lilly and Company (LLY) – ~$830 Billion | Virtual | 3 SHPs Bank of America Corporation (BAC) – ~$320 Billion | Virtual Aflac Incorporated (AFL) – ~$55 Billion | Virtual Data Breach 6/12/25: Aflac first identified suspicious activity on its network On 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, 2026 American Express Company (AXP) – ~$175 Billion | Virtual Bristol Myers Squibb (BMY) – ~$110 Billion | Virtual Suncor Energy Inc. (SU) – ~$50 Billion | Virtual Wednesday, May 6, 2026 PepsiCo, Inc. (PEP) – ~$235 Billion | Virtual | 2 SHPs Philip Morris International Inc. (PM) – ~$155 Billion | Virtual Thursday, May 7, 2026 United Parcel Service, Inc. (UPS) – ~$125 Billion | Virtual Duke Energy Corporation (DUK) – ~$85 Billion | Virtual Norfolk Southern Corporation (NSC) – ~$60 Billion | Virtual Eastman Chemical Company (EMN) – ~$11 Billion | Virtual Friday, May 8, 2026 AbbVie Inc. (ABBV) – ~$350 Billion | Virtual Union Pacific Corporation (UNP) – ~$145 Billion | Virtual Colgate-Palmolive Company (CL) – ~$85 Billion | Virtual Illinois Tool Works Inc. (ITW) – ~$75 Billion | Virtual <THE BIG VOTE BUMPER> THE BIG VOTE AFLAC AGM Date: May 4, 2026: Virtual 2026 Proxy 2025 Proxy 2025 Voting results 2024 Voting results General Observations Ownership Institutional voting power J&A Alliance Holdings Corporation 20% Vanguard 4% BlackRock 3% CEO/Chair Daniel Amos 1.3% Performance outliers: Overall: .516 EBITDA .603 . Carbon .830 . TSR .517 . Controversies .672 . Board stuff Committees Audit & 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 Skills Paragraph 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. NO W. PAUL BOWERS: former CEO/Chair Georgia Power (2011-2021) ARTHUR R. COLLINS: Founder/Chair theGROUP, a government relations and strategic communications consulting firm, since 2011 MIWAKO HOSODA: Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of health Maybe GEORGETTE 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 & Young A udit and Risk Committee Maybe Karole F. Lloyd (Chair) Georgette D. Kiser No W. Paul Bowers Joseph L. Moskowitz, EVP Primerica, Inc., an insurance and investments company, from 2009 until 2014 Tim Callahan SVP, Global Security, Chief Security Officer; joined in 2014 Education Excelsior College (University of the State of New York): BS, Liberal Studies 1992 – 1995 Community College of the Air Force: AS, Resource Management, 1986 – 1988 Gender Power Gap -12% Other Data Breach 6/12/25: Aflac first identified suspicious activity on its network On 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. DIRECTORS DANIEL P. AMOS, 74/1983/m Ef 39% Chair/CEO (1983-) Public Company Boards Synovus Financial Corp. (2001-2011) Southern Company (2000-2006) Votes Against Last AGM: 3% no W. PAUL BOWERS, 69/2013/m aDse 14% Lead Non-Management Director ; Former Chair/CEO, Georgia Power Co. Public Company Boards Chair, 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 Awards Brand 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% no ARTHUR R. COLLINS, 66/2022/m nS 5 % Founder/Chair, theGROUP Public Company Boards KB 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 Awards Member, 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% no MICHAEL A. FORRESTER, 58/2025/m f 1 % Former CEO, Copper Rock Capital Partners Other Board or Leadership Positions, Professional Memberships or Awards Nuveen 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 University Other Board or Leadership Positions, Professional Memberships or Awards Board 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 Management Other Board or Leadership Positions, Professional Memberships or Awards Apeel 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% no GEORGETTE D. KISER, 58/2019/f ac 8 % Former Managing Director and CIO, The Carlyle Group Public Company Boards Jacobs Engineering (since 2019) Adtalem Global Education (since 2018) NCR Voyix Corporation (formerly NCR Corporation) (2020-2024) Other Board or Leadership Positions, Professional Memberships or Awards Brown Advisory Board mutual fund (since 2022) Votes Against Last AGM: 1% no KAROLE F. LLOYD, 67/2017/f Adef 4 % Former Ernst & Young LLP audit partner Public Company Boards Churchill 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 Awards CERT Certificate in Cybersecurity Oversight The 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% no NOBUCHIKA MORI, 69/2020/m nf 6 % Representative Director, Japan Financial and Economic Research Co. Ltd. Other Board or Leadership Positions, Professional Memberships or Awards Center on Japanese Economy and Business (CJEB) Professional Fellow (2018-2021) Votes Against Last AGM: <1% no JOSEPH L. MOSKOWITZ, 72/2015/m aCde 9 % Former EVP, Primerica, Inc. Other Board or Leadership Positions, Professional Memberships or Awards Fellow, Society of Actuaries (since 1979) Member, American Academy of Actuaries (since 1979) Votes Against Last AGM: 2% no KATHERINE T. ROHRER, 72/2017/f cNe 11 % Vice Provost Emeritus, Princeton University Other Board or Leadership Positions, Professional Memberships or Awards Emory 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 Ensemble Votes Against Last AGM: 2% no SAY ON PAY 4% NO 2025 CEO Pay Ratio 396:1 Personal Use of Company Aircraft $169k; Security Services $274k Adjusted Earnings per share 2024 $7.39 Set target (100%) to $6.36 in 2025 and maximum (200%) at $7.05 Others easier: New Annualized Premium, Net Earned Premium, Net Investment Income CEO target at 250%: earned 441% TSR modifier for LT: 25th percentile or lower 0.80x Between 25th and 75th percentile 1.00x From 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 Chevedden Matt The Daniel Amos show… 43 year tenure, 39% influence Owns 1.6% of voting shares, 0.5% of shares, so high ownership for a non founder CEO Two key metrics from Free Float 91% of the board comes from one specific board community group 121 members of the community, 41 companies Other companies with >50% of board from same community group as Aflac: AFLAC INCORPORATED ATLAS AIR WORLDWIDE HOLDINGS, INC. BIGBEAR.AI HOLDINGS, INC. F45 TRAINING HOLDINGS INC. FIREFLY AEROSPACE INC. REDWIRE CORPORATION SPIRIT AEROSYSTEMS HOLDINGS, INC. SPIRIT AIRLINES, LLC SPIRIT AVIATION HOLDINGS, INC. Sun Country Airlines Holdings Inc THE HAIN CELESTIAL GROUP, INC. VIASAT, INC. Most similar companies in the list: F45 Training and Spirit Airlines F45 is a penny stock after losing 99% of its value, being sued by celebrities for unpaid fees, overindebtedness, and mass closures to avoid bankruptcy Spirit declared bankruptcy twice and is now likely to be bought by the government 66% of directors tagged as “Deferential” to the CEO Deference - 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 others Power: 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 CEO Career: director picked by CEO, CEO is chair Overall: 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 deferential Of 122 US financial large caps, 34 have highly deferential boards, 16 are deferential, and 72 are limited or not deferential to the CEOs / management Aflac is tagged as deferential So this is a deferential board almost entirely from a single community - and we know which one Hotlanta board For a company this size, would you expect such a director concentration in Atlanta? Rohrer: Emory board of trustees Moskowitz: ex EVP Primerica (insurance), based in Duluth GA Lloyd: Atlanta Symphony Orchestra Board, Atlanta Chamber of Commerce Board Kiser: NCR Voyix Corp board (2020-2024), headquartered in Atlanta Collins: Morehouse School of Medicine board of trustees, based in Atlanta Bowers: ex CEO Georgia Power, Fed Reserve Atlanta, Atlanta Committee for Progress, board of regents of UGA Amos: 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, Hosoda Nuveen 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 outcome Other 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 years Georgette Kiser on the board of NCR Voyix during ransomware attack Kenny and Forrester both at TIAA CREF during the MOVEit attacks According 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 Japan Bio is a word for word copy, no new positions Karole Lloyd ALSO got Digital/Cyber added between 2023 and 2024 She’s an accountant from EY She added to her “Professional Memberships or Awards” CERT Certificate in Cybersecurity Oversight It’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 board Free 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 explanation Which means this is a board in need of refreshment from Amos. Separate CEO and chair - SHP But 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 directors Do 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 management If 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 focus That’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
April 24, 202652 min
Blame at Wells Fargo’s AGM, plus Ingles governance joke, Cook out, Texas reject
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 Apple While Corrie Barry loses hers at Best Buy Activist investors raise the Sackler Sucks flag at Ingles Markets Shareholders love mergers but hate merger pay And on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo <TRADE WIRE BUMPER> Trade Wire Top Stories: 30 Filings since April 16 The headlines Apple Inc. (AAPL): Tim Cook transitioning to Exec Chair John Ternus promoted to CEO and director Art Levinson, current Chair (2011-), will become Lead Independent Director NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGM SOUTHERN COPPER CORP/ (SCCO) CEO Oscar Gonzalez Rocha passed away appointed director Leonardo Contreras Lerdo de Tejada as interim CEO BEST BUY CO INC (BBY) Jason Bonfig promoted; succeeding Corie Barry Corie barry leaving board David W. Kenny stays as chair Corie 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 benefits Lululemon names former Nike exec Heidi O'Neill as CEO Golden hello: $7M equity, $2M cash Lululemon board: 7 of 11 F Chair Martha Morfitt Committees: Audit: 2 of 3 F, including chair Nomination: 3 of 5 Pay: 3 of 5 F, including chair Also: CFO, Chief Merchandising Officer, Chief People & Culture Officer, Chief Legal and Compliance Officer, Chief Brand & Product Activation Officer Down to 2F Stupid money CrowdStrike Holdings, Inc. (CRWD): special equity award to president Michael Sentonas: target $42M, max $84M Expedia 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 family there 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 cash MASCO CORP /DE/ (MAS): Jai Shah, Masco’s Group President, Plumbing and Wellness golden parachute ~$5.5M REGAL REXNORD CORP (RRX): Aamir Paul will succeed Louis V. Pinkham as CEO: $8.75M golden hello, $575K cash Dumb stuff CARPENTER 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 MATCH Ingles 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: 13 4 at Adobe Act by Written Consent: SYNOPSYS INC (SNPS): 40% yes TEXAS INSTRUMENTS INC (TXN): 45% yes BOEING CO (BA): 39% yes excessive golden parachutes HUMANA INC (HUM): 41% yes ADOBE INC. (ADBE): 8% yes Despite 49.5% NO on pay independent board chair PPG INDUSTRIES INC (PPG): 32% yes 2 Hate SHPs continue to suck 7 pay over 10% NO ADOBE INC. (ADBE): 49.5% no Pay Committee Amy Banse (Chair): 15% no Cristiano Amon: 4% no Melanie Boulden: 4% no David Ricks: 5% no excessive golden parachutes SHP: 8% yes Bank of New York Mellon Corp (BK): 45% no Pay Committee Elizabeth E. Robinson, Chair: 7% no M. Amy Gilliland: 4% no Jeffrey A. Goldstein: 5% no K. Guru Gowrappan: 4% no Ralph Izzo Broadcom Inc. (AVGO): 34% no Pay Committee Chair Harry You: 26% no Special meetings: Warner Bros. Discovery, Inc. (WBD): Special: Merger 99% yes; pay 83% no DigitalBridge Group, Inc. (DBRG): Special: Merger 97% yes; pay 77% no Directors 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% no In 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% no Broadcom Inc. (AVGO): Harry L. You 26% no ADOBE INC. (ADBE): Frank Calderoni 12% no; Amy Banse 15% no; Daniel Rosensweig 31% no Other stuff Texas Capital Bancshares: Redomestication (Delaware to Texas): 55% NO Subject 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% no Even 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% no Upcoming Meetings (April 27-May 1) Upcoming Annual Shareholder Meetings: April 2026 Company Name Meeting Date Market Cap Genuine Parts Company April 27, 2026 $20.6 Billion Wells Fargo & Company April 28, 2026 $284.9 Billion Constellation Energy Corp April 28, 2026 $68.2 Billion Corteva Inc. April 28, 2026 $41.3 Billion Exelon Corporation April 28, 2026 $36.7 Billion The Coca-Cola Company April 29, 2026 $271.4 Billion Ameriprise Financial, Inc. April 29, 2026 $47.2 Billion <THE BIG VOTE BUMPER> THE BIG VOTE WELLS FARGO AGM Date: April 28, 2026: Virtual 2026 Proxy 2025 Proxy 2025 Voting results 2024 Voting results General Observations Ownership Institutional voting power Vanguard 10% BlackRock 9% Fidelity 6% Performance outliers: Overall: All between .214 and .320 EBITDA . . Carbon . . TSR . . Controversies . . Board stuff Committees Audit (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 Skills Gender Power Gap -17% Other Top 6 influencers are men with aggregate 72% DIRECTORS Steven D. Black 73/2020/m fnc 10% Lead Independent Director ; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. Votes Against Last AGM: 3% no Mark A. Chancy 61/2020/m af 3% Former Vice Chair, SunTrust Banks Prior Public Company Directorships: EVO Payments, Inc. Votes Against Last AGM: 2% no Theodore F. Craver, Jr. 74/2018/m Afn 9% Former Chair/CEO, Edison International Other 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% no Richard K. Davis 68/2022/m Nr 8% Former CEO, Make-A-Wish America; Former CEO/Chair, U.S. Bancorp Other 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. Bancorp Votes Against Last AGM: 2% no Fabian 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% no Wayne M. Hewett 61/2019/m Fcr 11% Senior Advisor, Permira; former CEO, Klöckner Pentaplast Group and Arysta LifeScience Corporation Other 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% no CeCelia G. Morken 68/2022/f an 6% Former CEO, Headspace; former EVP, Intuit Other Current Public Company Directorships: Genpact Ltd (audit committee; compensation committee) Prior Public Company Directorships: Alteryx, Inc. Votes Against Last AGM: 3% no Maria R. Morris 63/2018/f Rc 3% Former EVP and Head, Global Employee Benefits business, MetLife Other 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% no Felicia F. Norwood 66/2022/f r 0% Chief Health Benefits Officer, Elevance Health, Inc. Prior Public Company Directorships: Hill-Rom Holdings Votes Against Last AGM: 2% no Ronald 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% no Charles W. Scharf 61/2019/m 19% Chair (2015-)/CEO (2019-), Wells Fargo; former CEO/Chair The Bank of New York Mellon Corporation; former CEO Visa Other 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% no Suzanne 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% no SAY ON PAY 8% NO 2025 CEO Pay Ratio 1,152:1; $94,522,642:$82,044 TSR 1-Year TSR Absolute TSR: 26% Relative TSR: 25th percentile Rank: 7 out of 9 3-Year TSR Absolute TSR: 128% Relative TSR: 46th percentile Rank: 7 out of 12 5-Year TSR Absolute TSR: 224% Relative TSR: 64th percentile Rank: 5 out of 12 Board approved total compensation: $31.2 million for performance year 2024 $40.0 million for performance year 2025 special $60M equity award to CEO $9M retention cash award to Kleber Santos Relative Return on Tangible Common Equity (ROTCE) Payout: 25th percentile: 50% 50th percentile: 100% SHPs Independent Chair, National Legal and Policy Center Govern by Majority Vote, John Chevedden Energy Supply Ratio, The Comptroller of the City of New York Energy Supply Ratio 18% YES in 2025 High-Carbon Financing Litigation Risks, As You Sow Board Committee on Indigenous Peoples’ Rights, American Baptist Home Mission Societies Respecting Vendor Civil Liberties, Ridgeline Research/American Conservative Values ETF 2025 SHPs Energy Supply Ratio 18% YES Prevention of Workplace Harassment 15% YES Respecting Indigenous Peoples’ Rights 12% YES Congruency of Political Spending 11% YES Matt A Wells Fargo Blame game: shareholder proposal edition National Legal and Policy Center 36 filing mentions in 2026 Shareholders 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 Black Relinquished his role - was chair And no wonder - Black worked at JPM with Scharf, they were both CEOs of divisions - and Black was added to the board BY Scharf Black 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 greater Black on the human resources committee of the board The ENTIRE board The ENTIRE BOARD was present for the switch - there are no new members The 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 rules Charlie Scharf Went 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 Black Chairman and co-founder of NLPC Peter Flaherty Who 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 profit John Chevedden 239 filing mentions in 2026 Shareholders 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 laws Simple 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 hard WHO DO YOU BLAME? Investors First, they don’t actually show up - the fact that over one fifth of investors don’t vote at all is laughable Second, 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 Chevedden I 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 triggered The “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 headquartered The bylaw generally exists to support local banks from massive institutional takeover, even though it has a supermajority requirement for overturning I’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 Life If you sided with Potter - profit over community - this is the George Bailey clause The Comptroller of the City of New York 11 filing mentions in 2026 Shareholders 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 sound At 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 does 17% 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 board From 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 everything If 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 Hewett If 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 TARGETS Including TWO members today (Vautrinot and Hewett) who were on the three person now dead Corporate Responsibility committee Fernando Rivas, head of Investment Banking He 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 Sow 34 filing mentions in 2026 Shareholders 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 activities See 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 addition American Baptist Home Mission Societies 1 filing mention in 2026 American Baptist is basically the nuns - religious groups for environmental and social justice Shareholders 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 needed In January 2025, WFC disbanded the Corporate Responsibility Committee and “folded” it into the Governance & Nominating Committee It 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 Vautrinot The 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 committee WHO DO YOU BLAME? Steven Black, then board chair When Black was board chair, this would have been under his purview to dissolve the committee Charlie Sharf Nothing actually happens without CEO clearance CeCe Morken, Felicia Norwood, and Suzanne Vautrinot The 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 dissolution Committee was formed in January 2011 Ridgeline Research LLC / American Conservative Values ETF 49 and 61 filing mentions in 2026 Shareholders 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 views DEI! 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 Norwood She 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 woman She’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 qualified She was added in 2022, in the height of DEI fever Richard Davis Chair of the Governance Committee that ostensibly oversees this as an issue (governance, supplier relations) from the board since the Corporate Responsibility committee was dissolved CEO of Make-A-Wish, which sounds woke Ted Craver On pure numbers, since we’re worried about the meritocracy and discrimination, Craver should fail: 337 overall batting average, including 094 career controversies average 8 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 TSR He’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 management Got an MBA but was CEO of a public utility, nothing in finance Charlie Scharf That’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
April 16, 202657 min
Johnson & Johnson’s big swing. Plus, DOW’s new CEO, Snap layoffs, Meta man board
A 100% increase in black female CEOs at Fortune 500 companies The wild wild west of CFO transitions Snap’s AI-branded mismanagement umbrella Shareholder Proposals are becoming old-fashioned again And on The Big Vote, Matt finally digs into wayward bandaids <TRADE WIRE BUMPER> Trade Wire Top Stories: 30 Filings since April 8 The headlines DOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive Chair Karen 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 organizations Carter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officer appointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot 8 CFO transitions FEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successor Corebridge 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 resigning Hock, 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 deal Down to 2F Meta With 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 culture Marc 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 Initiative Zuck Stupid money TENET 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 hour Alphabet 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 MATCH Snap 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 meeting The new board members will be Jim Kessler and William Cobb, the latter of whom was one of Starboard’s two nominees to the board Investor 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-Woke The 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: 2 LENNAR CORP Equal Voting Rights for Each Share-John Chevedden 37% yes Disclosure 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% no Directors 8 over 10% Biglari Holdings: whole board (including Sardar Biglari) averaged about 12% NO Sardar Biglari owns 73% LENNAR CORP Jeffrey Sonnenfeld 19% no (HIGHEST) Stuart Miller 14% no Other stuff Upcoming Meetings (April 20-24) 16 AGMs 2 special including KKR: as part of 12/31/26 sunsetting of KKR’s dual class shares : it can be done, people 7 of 14 companies have SHPs: 9 SHPs total 7 G 1 H 1 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-acquisition Company Name Meeting Date Market Cap SHPs Domino’s Pizza April 21, 2026 $16.4B 2: GG KKR & Co April 21, 2026 $94.7B Special: as part of 12/31/26 sunsetting of KKR’s dual class shares Northern Trust Corp April 21, 2026 $19.2B 0 U.S. Bancorp April 21, 2026 $68.5B 0 PSE&G April 21, 2026 $38.3B 0 MSCI Inc. April 21, 2026 $43.6B 0 Fifth Third Bancorp April 21, 2026 $26.8B 0 Sherwin-Williams April 22, 2026 $92.4B 1: G Levi Strauss & Co. April 22, 2026 $8.2B 1: H Johnson & Johnson April 23, 2026 $578.3B 0: G Pfizer Inc. April 23, 2026 $162.5B 1: G HCA Healthcare April 23, 2026 $88.1B 2: SG: NC State Sen. Julie Mayfield Warner Bros. Discovery April 23, 2026 $21.4B Special: Merger Edison International April 23, 2026 $31.9B 1: G Abbott Laboratories April 24, 2026 $204.7B 0 Stanley Black & Decker April 24, 2026 $14.8B 1: G <THE BIG VOTE BUMPER> THE BIG VOTE JOHNSON & JOHNSON AGM Date: April 23, 2026: Virtual 2026 Proxy 2025 Proxy 2025 Voting results 2024 Voting results General Observations Ownership Institutional voting power Vanguard 10% BlackRock 8% State Street 6% Performance outliers: Overall: . Joaquin Duato .348 EBITDA .565 Mark McClellan .244 Carbon .664 Paula Johnson .127 TSR .490 Joaquin Duato .349 Controversies .288 Jennifer Doudna .017, Marillyn Hewson .041, Paula Johnson .074, Joaquin Duato .078 Board stuff Committees Audit (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 Skills Academia/Government: 7 out of 12 Digital: 4 out of 12 Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacy Executive Leadership: 11 out of 12 Financial: 8 out of 12 Healthcare Industry: 8 out of 12 International Business/Strategy: 8 out of 12 Marketing/Sales: 5 out of 12 Regulatory: 8 out of 12 Science/Technology: 5 out of 12 Advanced scientific or technological degree and related work experience in a scientific or technological field Gender Power Gap -9% Board power: LD and CEO: 42% DIRECTORS Mary C. Beckerle, Ph.D. 71/2015/f St 4% University of Utah, Distinguished Professor of Biology and Oncological Sciences Other Public Company Boards: Exelixis (since 2024); Huntsman Corporation (since 2011) Votes Against Last AGM: 3% no Jennifer 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% no Joaquin Duato 63/2022/m F 25% Chair/CEO Other Public Company Boards: Hess Corporation (2019-2022) Votes Against Last AGM: 8% no Marillyn A. Hewson 72 /2019/f Ncfo 17% Lead Independent Director Former CEO/Chair Lockheed Martin Other Public Company Boards: Chevron Corporation (since 2021); Lockheed Martin Corporation (2012-2021) Votes Against Last AGM: 3% no Paula A. Johnson, M.D. 66/2023/f ns 3% Wellesley College, President Other 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 Buy Other 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% no Mark B. McClellan, M.D., Ph.D. 62/2013/m st 5% Duke University: Director, Duke-Robert J. Margolis, MD, Center for Health Policy Other 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 Network Votes Against Last AGM: 3% no John G. Morikis 62/2025/m ac 14% Former CEO/Chair Sherwin-Williams Company Other Public Company Boards:General Mills, Inc. (since 2024); United Parcel Service, Inc. (since 2025); Whirlpool Corporation (since 2025) Votes Against Last AGM: n/a Daniel E. Pinto 62/2025/m aco 0% COO JPMorgan Chase Other Public Company Boards: none Votes Against Last AGM: n/a Mark A. Weinberger 64/2019/m aoS 7% Chair/CEO Ernst & Young Other Public Company Boards: JPMorganChase (since 2024); MetLife Inc. (since 2019); Saudi Aramco (since 2019); Accelerate Acquisition Corp. (2021-2022) Votes Against Last AGM: 5% no Nadja Y. West, M.D. 64/2020/f sto 4% U.S. Army (retired) Lieutenant General Other Public Company Boards: Nucor Corporation (since 2019); Tempus AI, Inc. (since 2024); Tenet Healthcare Corporation (since 2019) Votes Against Last AGM: 3% no Eugene A. Woods 61/2023/m Sc 5% CEO Advocate Health Other Public Company Boards: Best Buy Co., Inc. (2018-2024) Votes Against Last AGM: 4% no SAY ON PAY 9% NO 2025 Half 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…$27,142,000 Total summary: $24.3M 2024 to $32.8M in 2025 personal use of corporate aircraft of $161,687, and personal and home security services of $367,977 360 to 1 CEO pay ratio SHP Independent Board Chair, The Accountability Board Human Rights Impact Assessment: 11% YES in 2025 Golden Parachutes: 5% YES in 2025 MATT: SHOT CLOCK: 30 MIN Stock Up 52% 1Y, 44% 5Y 64th straight year of dividend increase 2024 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 investors Big bets eat dividends - you need the big bets to pay, if they don’t you take from investors to fund it So 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 returns Big 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 JnJ Does 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 correct Speaking 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 experience If CEO/leadership is his core value add, you kind find CEOs everywhere Skills 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, Inc UH is based in Ohio - where Morikis is from - and the qualifications to join the board is be rich and be from Ohio It’s a fundraising gig conflated into Healthcare Industry experience for the skills matrix All 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 massive So then REALLY why Morikis? Morikis on UH board with Chris Gorman from Keycorp who’s on Business Roundtable with Marrilyn Hewson Morikis’s board member Jeff Fettig was on board of Dupont with… Marrilyn Hewson Big 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 gaps Committee 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 PROFESSORS Brian 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 Network Mark Weinberger: JM, MetLife, Saudi Aramco, Senior Advisor to Tanium, Senior Advisor to Stone Canyon Industries, Senior Advisor to Teneo, Director NBER, Director JUST Capital Nadja West: Nucor, Tempus AI, Tenet Healthcare (public), Trustee Mount St Mary’s, Trustee National Recreation Foundation, Trustee Center for Naval Analysis, Trustee Olmsted Foundation Overlap alert EVERYWHERE - this board is so connected it’s impossible to list it all Most not trying to hide it: Jennifer Doudna on Tempus AI with Nadja West Hubert Joly CEO and chair of Best Buy when Eugene Woods was on board GAME TIME Verdict 1: This is not a big bet board Yes, low tenure, yes power dispersion, but NO ONE WITH CORE SKILL has power here This 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 twists Verdict 2: This is traditional overpayer Advanced 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 growth Settling 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 assets Verdict 3: This board is too busy to pay attention anyway VOTE: NO on Marrilyn Hewson Stop 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 committee NO on Morikis We need the board slot for director whose core skill is in drug big bets, not paint - also on the pay committee NO on Woods and Pinto Round 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 pay NO on Pay YES on the one shareholder proposal - independent board chair There 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
April 9, 202651 min
Adobe’s succession vote, plus Paramount’s whistleblower, BP’s new CEO, AI’s proxy tilt
Trade Wire - BUY/SELL TOP STORIES proxy countdown_trade wire_2025 - Google Sheets : 44 Filings since March 31 THE HEADLINES Jeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violations Shell 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 ~$30,000 According 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 Leave The 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 2F Global Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone) Trade Desk: 4 directors have left since March 19 Kathryn Falberg: Resigned effective March 23, 2026 Lise Buyer: Resigned effective April 3, 2026 AppLovin: Alyssa Harvey Dawson resigning STUPID MONEY Bunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman 2 $3M golden parachutes at Whirlpool James Peters, formerly Chief Financial and Administrative Officer, Whirlpool Asia Alessandro Perucchetti, formerly President, Whirlpool North America Broadcom: 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 units Capital 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 ODDITIES Natera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGM HUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH Proxy 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 AGM Shah 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 Voting AI 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: 1 Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer Research Say on Pay: 2 over 10% NO; 0 over 15% Hewlett Packard 26% Cooper Companies 10% Directors: 96% average YES: 0 directors over 10% NO Hewlett Packard : 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no pay Upcoming Meetings April 14 Moody's Corporation $82.4 Billion April 14 BNY Mellon (The Bank of New York) $63.8 Billion April 15 Adobe $215.3 Billion April 16 Synopsys $85.9 Billion April 16 Humana $17.4 Billion April 16 PPG Industries $32.1 Billion April 16 HP $30.2 Billion April 17 The Boeing Company $110.6 Billion <THE BIG VOTE BUMPER> THE BIG VOTE ADOBE AGM Date: April 15, 2026: Virtual 2026 Proxy 2025 Proxy 2025 Voting results 2024 Voting results General Observations Ownership Institutional voting power Vanguard 10% BlackRock 9% Performance outliers: Overall: .629 Dheeraj Pandey .463 EBITDA .765 Dheeraj Pandey .068 Carbon .762 David Ricks .410 TSR .418 Dheeraj Pandey .266 Controversies .671 David Ricks .282 Board stuff Committees Audit (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 development 3/11 directors: lowest category A I Experience: Directors with experience leading AI transformation in companies. 8/11 directors: Really?? Calderoni: an accountant and CEO of a provider of global talent solutions Narayen Adobe 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 competitors Adobe stated the need for new leadership under AI growth as the reason for his departure. Oberg: CFO Marriott Ricks: CEO of a pharmaceutical company Rosenweig: CEO of an online textbook rental company Gender Power Gap -9% CEO Succession Narayen will remain in the position until a successor has been appointed and will stay on as board chairman Working with Lead Director Calderoni on successor Decision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to consider Governance 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” DIRECTORS Cristiano Amon 55/2023/m c 7% CEO, Qualcomm Other Public Company Boards: Qualcomm Votes Against Last AGM: 3% no Amy Banse 66/2012/f Cn 11% Partner, Mosaic General Partnership Other Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024) Votes Against Last AGM: 12% no Melanie Boulden 53/2020/f c 6% Former Chief Growth Officer, Tyson Foods Other Public Company Boards: Cal-Maine Foods Votes Against Last AGM: 3% no Frank Calderoni 68/2012/m N 11% Lead Director ; Former CEO, Velocity Global Other Public Company Boards: Anaplan (Chair 2017 to 2022) Votes Against Last AGM: 11% no Laura Desmond 60/2012/f a 4% CEO, Smartly.io Other Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020) Votes Against Last AGM: 5% Shantanu Narayen 62/2007/m 28% no Chair/CEO Other Public Company Boards: Pfizer Inc. (Lead Independent Director) Votes Against Last AGM: 11% no Spencer Neumann 56/2022/m a 4% CFO, Netflix Other Public Company Boards: None Votes Against Last AGM: 2% no Kathleen Oberg 65/2019/f An 6% Former CFO, Marriott International Other Public Company Boards: None Votes Against Last AGM: 3% no Dheeraj Pandey 50/2019/m a 2% Chair/CEO, DevRev Other Public Company Boards: Nutanix (Chair 2009 to 2020) Votes Against Last AGM: 2% no David Ricks 58/2018/m c 12% Chair/CEO, Eli Lilly Other Public Company Boards: Eli Lilly (Chair) Votes Against Last AGM: 3% no Daniel Rosensweig 64/2009/m n 9% CEO/Co-Chair, Chegg Other Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc. Votes Against Last AGM: 7% no SAY ON PAY 21% NO 2025 Net New Sales as a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target shares as a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target shares Equity Awards Granted by the Committee 2024: $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 217:1 SHP Golden Parachutes John R. Chevedden 47% YES in 2025 Board Matrix Comptroller 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 Fund Civil Liberties in Digital Services American 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 voices Corporate “woke-ism” masquerading as social responsibility (DEI, Net-Zero) Media companies spewing liberal propaganda CEOs pushing their political agendas and bankrolling socialist causes Attacks on our right to express religious beliefs Assaults on our constitutional right to bear arms The blatant disregard for the sanctity of human life NO 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 Risk As You Sow New segment called ON THE CLOCK I 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: Demo Average birth year: Lyndon Johnson (1967) Average 74% demographic similarity between board members Average tenure = 10 years, 5 directors >10 years, Rosensweig at 17 to Narayen’s 18 Power: Max influence: CEO Shantanu Narayen (28%) Daniel Rosensweig (11%) and Frank Calderoni (10%) are on deck 36% women, -9% gender power gap Brains 82% advanced degree/elite school directors Only 8% director merit - mostly fails on performance, you get a lot of interconnected CEOs instead 12% experience overlaps Friends 82% connected directors (ranks in top 10 for ALL IT sector companies in US/CA/AU/GB) 6% have direct connection in common overlaps Behaviors Ranked 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) Performance 3 directors of 11 in the last 3yr rank above average on CEO pay ratio batting average - they like paying CEOs 3 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 .296 GAP 1: THEY DON’T GET PAID FOR THEIR EARNINGS Marketing 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 earnings Also 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, Desmond Are they being underutilized? Or are they just bad at it? All tagged as having knowledge from education - degree attainment, schooling - NONE from industry One 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 CEO Iger 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 dissent Becomes 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, Oracle Ricks: marketing at Eli Lily, now CEO of Eli Lily, always at Eli Lily Rosensweig: Chegg (online textbook RENTALS), RedOctane (part of Activision, which owned Blizzard - connection alert), Yahoo, CNET, and Ziff-Davis for 18 years (ZDNet) GAME TIME News roundup Adobe’s CFO is using AI to answer 300,000 emails, cut contract review in half — and make sure finance never slows the company down Dan Durn AI Now Causing CEOs to Resign in Fear Coca-Cola, Walmart, and Adobe CEO shakeups have one thing in common: AI Story of the Vote: CEO Succession Narayen stepping down after two decades, stock slumped since 2023, blames AI for the leave Hasn’t left, has stated he WILL leave when a successor is found Hint: NO SUCCESSION PLAN - nom committee: Calderoni is nom chair and his background IS TALENT MANAGEMENT Fundamental 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 talent It has to be the latter BECAUSE HE’S ALSO LEAD INDEPENDENT DIRECTOR - this is entirely his job Already 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 years Rosensweig is nom member - 17 year tenure and he wasn’t prepared??? Banse is nom member - 13 year tenure “Leeny” is nom member - 7 year tenure Board is run by top bros: Narayen, Calderoni, Rosensweig - 49% influence between the three Game vote: This is easy: fire the man without the plan, in this case vote against Calderoni Second 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 Narayen Need a refresh from OG internet backgrounds Yahoo? 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 company Know 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 decades Needs 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 player An 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 board Barbara 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 marketers Chris 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 sucks Fun 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 sucks Narayen 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 less Even with that, Narayen STILL IN THE 84TH PERCENTILE of pay for US large cap companies SHPs (yes, there are some): Last update in mid March? In December, Adobe excluded: Jing Zhao - classicist asking for limiting CEO pay ratio Chevedden - 2.99x golden parachute limit Always vote with Chevedden NYCERS - disclose gender and race/ethnicity While 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 product As You Sow - GHG in retirement plans Templated, but is this an Adobe problem? Employees auto enrolled, contributions invested in Vanguard account using Vanguard Target Retirement Trust Target dates - no ESG data used, simple index optimized by date so 2050 fund for instance has nothing about the fact that assets will be underwater Run 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 proposal Roger Aliaga-Diaz, chief economist at Vanguard, gets name plate but likely doesn’t do much directly, economics all day So 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 VOTE NO on Calderoni NO on Rosensweig NO 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 are YES on Cheveddan NO on all other SHPs
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