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 WireTop Stories: 127 Filings since June 26thThe headlinesNew CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became CEO/chairCracker Barrel CEO Julie Masino is out after MAGA backlash to "Uncle Herschel" logo change$4.6M severanceCracker Barrel names David Deno CEOBurger KingYum! Brands and Pizza HutQuiznosBest BuyBloomin' Brands (Outback Steakhouse)Panera Brands (2024-): Audit Committee ChairKrispy 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 returnCEO 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 $100BSpeaking 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 directorSnowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100BFRANKLIN RESOURCES: one-time special $15M retention equity awards to 4 NEOs, including CEO Jennifer M. JohnsonChief Commercial Officer Daniel Gamba, Head of Public Market Investments Terrence J. Murphy, and CFO/COO Matthew NichollsArcher-Daniels-Midland: $19M golden hello ($2.2M cash) to new COO Jeff RoweL3HARRIS TECHNOLOGIES: special one-time equity awards to 3 NEOsCFO 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 employeesCEO Rajesh Subramaniam $1.9M and Brie A. Carere $850kBoard to C-SuiteUlta Beauty: Kelly E. Garcia will transition director to Chief Technology OfficerThe leadership boondoggle:American Healthcare REIT: CEO Danny Prosky resigned, stayed on boardJeffrey Hanson new CEO, will continue to serve as Chairappointed Scott A. Estes as Lead Independent DirectorPROCTER & GAMBLE: Executive Chair Jon R. Moeller resigned from board and companyCEO Shailesh G. Jejurikar becomes Chairreappointed Joseph Jimenez as independent Lead DirectorENTEGRIS: Executive Chair Bertrand Loy resigned from company and boardLead Independent Director James F. Gentilcore becomes Chairappointed CEO Robert A. Bruggeworth to boardDown to 2FFemale adds: 9; Male adds 43; Female subtractions 4; Male subtractions 15Women accounted for 17.3% of all additions (9 out of 52) and 21.1% of all departuresnet addition of +5 female directorsMen accounted for 82.7% of additions (43 out of 52) and 78.9% of departuresnet addition of +28 male directorsDown to 2: PAYCHEX: Kara Wilson resigningDown to 1: Natera: Monica Bertagnolli resignedDedicated to oncology, women's health, and organ health.Stay to 2 with female influence boost: Kohl’s Appoints Wendy Arlin as Chair of the BoardCurrently only 2: Robbin Mitchell (7%) and Wendy Arlin (1%)John Schlifske (27%) stepping down <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investors in the U.S. must disclose the identities of their clients in regulatory filingsIn 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 resignedIn 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 GroupSaba, 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 HamptonResults: between 60% to 68% yesWhen shareholder activists attack a company, its rivals may feel the heat too and change their waysResearch 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 26th27 meetings at large market caps7 total SHPs from 4 companies:Top story 2 VictoriesNvidia: simple majority voting 87% yesSnowflake: Majority Vote for Director Elections 65% yesHateNvidiafaith-based groups 0.86% yesanti-DEI report 0.60% yesMost:Nvidia 4OtherKROGER: GHG emissions 17% yesBooz Allen Hamilton: 28% yes Act by Written ConsentNvidia: scope 3 ghg emissions 17% yes Say on PaySnowflake Inc. (SNOW): pay 56% noclassified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no70% said no in 2025 Rivian Automotive: pay 33% no$402M for CEO RObert ScaringeDirectorsAs usual, classified stuff:BridgeBio Pharma: classified: Hannah Valantine 20% noStandardAero: classified: 15% avg noRivian Automotive: classified: Karen Boone 19% no; Aidan Gomez 8% noCloudflare: classified: Karim Lakhani 20% no; Snowflake: classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% noMongoDB: classified: Dwight Merriman 20% no; Archana Agrawal 21% no; Hope Cochran 28% noWM TECHNOLOGY: classified: 24% noOther stuffDell Technologies: Dexit 97% yesWM TECHNOLOGYclassified: 24% nopay 24% noCharter Amendment to Declassify Board 90% yes (failed)auditor 17% noUpcoming Annual Shareholder MeetingsFriday, July 31, 2026Cirrus Logic, Inc.CRUS~$6.75 BillionWednesday, August 5, 2026Flex Ltd.FLEX~$35.58 BillionAllegro MicroSystems, Inc. ALGM ~$9.3 BillionThursday, August 6, 2026Albertsons Companies, Inc.ACI~$5.41 BillionCorVel CorporationCRVL~$3.17 BillionTuesday, August 11, 2026Qorvo, Inc.QRVO~$7.7 BillionWednesday, August 12, 2026The J. M. Smucker CompanySJM~$13.56 BillionMonday, August 17, 2026Pagaya Technologies Ltd.PGY~$1.1 BillionTuesday, August 18, 2026Microchip Technology IncorporatedMCHP~$45.20 BillionThursday, August 20, 2026James Hardie Industries plcJHX~$15.19 BillionTuesday, August 25, 2026Helen of Troy LimitedHELE~$1.2 BillionWednesday, August 26, 2026Dynatrace, Inc.DT~$14.20 Billion<THE BIG VOTE BUMPER>THE BIG VOTEMattTWO QUESTIONS FIRST:Universal Safety ProductsTrump MediaCracker Barrel CEO Stepping Down After Logo Controversy, Activist PressureCEOs in the HotseatCriteria:Not dual class or founder boardCEO is less than 30% influenceGap between CEO influence and highest non executive board member is less than 10%Board is low deference or independentBoard is highly interconnectedAverage boards ever of non executive directors is >=2Company performance <33rd percentileBonus:At least 1 director has core industry knowledgeCEO pay was normal or mildly atypical>50% board does not have connections in common with the CEOToken vulnerability:CEO is a womanCEO is black or hispanicSummary10,458 CEOs in our database6,311 CEOs with less than 30% influenceFully 2,249 companies have CEOs with obvious vulnerabilitiesCEO on board with family/foundersCEO on board with exec chair67 in the top hit listNotable CEO hotseats:UPS - Carol Thome become CEO in 2020 AFTER being on the board since 2003She 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-ismSuccession 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 proposalsMany fewer E&SSame or slightly more corp gov Voting outcomes similar to past years(?)Proxy contestsMany fewer compared to earlier yearsActivists prevailed at roughly the same rate, perhaps a little lowerMany more settlementsNotable activist situationsESG proposalsProxy contestsAlmost no really big onesBiglari lost two, CBRL and JACKTwo mergers terminatedCORZ, CoreWeaveSTAAWithhold campaigns didn’t workCBRL, JACKVSCO - started as a proxy contestSeveral smaller ones, where in all but one activists won no seatsImportant settlementsLULU-WilsonWEX-ImpactiveTRIP-StarboardRGR-BerettaKMX-StarboardStill several to go for 2026, thoughFRMI-NeugebauerRegulatory actions - AML commentsSECState levelCan’t avert our eyes from SPCX IPO, eitherOwnershipCorp govTradingSo, what have we learned so far in 2026?The Key Takeaways:SHPsTotal 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 submissionsShareholder 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?PayOnly 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 ElectionsCorporate 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 3000ISS 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?ActivistsPublic 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 QuestionsThe 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? YESDExit - did it matter? YESAnti-ESG lawsuits - did it matter? YESMusk’s pay package - did it matter? YESJay Hoag had the biggest jump from 74% AGAINST to 93% FOR between 2025 and 2026 - did it matter? NOExempt 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 WireTop Stories: 130 Filings since June 18thThe headlinesDOMINOS PIZZA: CEO Russell J. Weiner resigning, will become Executive Chair;Executive Chair David A. Brandon resigningCOO Joseph H. Jordan appointed CEO and director$3M golden helloNIKE: John W. Rogers, Jr. resigning (2018-2026)35% no vote in 2025; 40% in 2024; 35% in 2023RPT: De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer3rd big LT board left recently:McDonald's (2003-2023); Exelon (2000-2019)3% influence; redundant skillsetAlso at NIKE: new CFO David Denton golden hello up to $15.25M cashAt Pfizer since 2022; Lowe’s from 2018-2022Stupid moneyTYSON FOODSAmended 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 yearformerly: 275 hours for him only/only security and not additional $150kJPMORGAN 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 stuffCINCINNATI FINANCIAL: appointing Lisa M. FranchettiAdmiral 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 directorSMITH A O: Kevin J. Wheeler will retire as Executive Chair, but remain a directorCEO Stephen M. Shafer becomes Executive ChairSmart-ish StuffAeroVironment: appointed William J. Lynn, III as Class I directorThe 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 2FFound their 3rd: CENTENE: elected Lauren TylerDespite a female CEO (Sarah London) <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHNew 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 Type20252026% ChangeIndependent Board Chairs3392+179%Written Consent Rights1351+292%Lower Special Meeting Thresholds1829+61%Executive Severance Pay308-73%Director Resignation Policies197-63%Clawback-Related Proposals150~The Haters: anti-ESG activists are focusing on G to fudge their numbers39 G proposals this season: 24 in 2025; 18 in 2024.11 independent chair proposals: 1 last yearaverage support rate of 25%: 5% last yearE&S CollapseE 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 42institutional 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" frameworkNo-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.TexasOut 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 18th25 meetings at large market caps9 total SHPs from 7 companies:Top story 0 VictoriesNoneAlmostAutodesk: Amend Special Meeting Right Threshold 48% yesEBAY: Special Stockholder Meeting Threshold 43% yesHateMost:OtherBJ's Wholesale Club: Majority voting 27% yesBlock, Inc.: Establish Board-Level Technology Committee 4% yesWorkday, Inc.:Disclose Employee Retention by Demographic 4% yesDisclose Voting Results Based on Share Class 15% yesDELTA AIR LINESCumulative Voting for Directors 4% yesAction by Written Consent 31% yesdisconnect…DOLLAR TREE: Action by Written Consent 5% yes Say on PayCOSTAR 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% noIncreased rTSR target to 55th percentile (from 50th), with threshold of 30th percentile (from 25th);rTSR payout is capped at 100% if absolute TSR is negative2025: threshold (80% modifier) 25th percentile, target (100% modifier) 50th percentile, max (120% modifier) 75th percentile2026: threshold (50% payout) 30th percentile, target (100% payout) 55th percentile, max (200% payout) 80th percentile; super stretch (250% payout) 90th percentileend result in TSC: from $37.4M to $36.4Mfrom 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 38,846/97.100/233,040T-Mobile US: pay 27% noChristian P. Illek 21% no; Dominique Leroy 22% no; Raphael Kübler 22% no But only 3 of 5 pay members, not the chairIonQ, Inc.: pay 47% no (36% no 2025)classified: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% noOkta, Inc.: pay 24% noclassified: 95% avg yes DirectorsVEEVA 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 2008Co-founder/CEO Peter Gassner on board since 2007Vertiv Holdings: Steven S. Reinemund 23% no; Joseph J. DeAngelo 25% no; Roger Fradin 30% no; Joseph van Dokkum 46% noOne woman: Mr. van Dokkum serves as the chairman of the Nominating CommitteeExpedia 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 PlatformsNo committees: 4 board meetings. He’s 29; he has the energyOther stuffClassifiedCore & Main: Orvin T. Kimbrough 36% noCrowdStrike Holdings: Johanna Flower 23% no; Denis J. O’Leary 39% noIonQ, Inc.: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% noRevolution Medicines: Alexis Borisy 21% noFS KKR Capital: James H. Kropp 12% no; Michael J. Hagan 20% no; Elizabeth J. Sandler 29% no; Jeffrey K. Harrow 30% noGuardant Health: Manuel Hidalgo Medina 24% no; Ian Clark (Lead Independent) 35% noCrowdStrike Holdings: Advisory Vote on the Ratification of Supermajority Voting Provisions 14% yesUpcoming Annual Shareholder MeetingsMonday, June 29, 2026Snowflake Inc. (SNOW) ~$78 BQXO, Inc. (QXO) ~$12 BTopBuild Corp. (BLD) ~$11 BTripAdvisor, Inc. (TRIP) ~$1.5 BTuesday, June 30, 2026Devon Energy Corporation (DVN) ~$50 BMongoDB, Inc. (MDB) ~$25 BThe Brink's Company (BCO) ~$4.0 BNCR Atleos Corporation (NATL) ~$3.2 BAlumis Inc. (ALMS) ~$3.0 BBraze, Inc. (BRZE) ~$2.2 BWednesday, July 1, 2026Green Brick Partners, Inc. (GRBK) ~$3.2 BTuesday, July 7, 2026GameStop Corp. (GME) ~$9.5 BCEO/main shareholder Ryan CohenGameStop 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, 2026Planet Labs PBC (PL) ~$8.7 BChewy, Inc. (CHWY) ~$7.5 BFounder Ryan CohenOlaplex Holdings, Inc. (OLPX) ~$1.3 B<THE BIG VOTE BUMPER>THE BIG VOTEMattDirector vote discrepancies: 2025 vs. 2026Biggest DROP - sudden against votesJabilJabil directors - though in fairness, they weren’t stellar votes anywayJohn Plant 2025 was 39.5% against, 2026 was 84% againstAuditVote predictor: 73% expected support prior to the meeting, 66% chance of >20% against - Steven Raymund as wellNV Tyagarajan was 6% against, is 69.7% against in 2026Nom, PayResignations 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 activistsJabil directors had MOST OVERPAYING board status in our April 3 Proxy CountdownSanminaMyhili Sankaran - 43% against, attendance, 1.3% against in 20252 year tenure, Nom committee, founder lead Totalitarian companyPediatrixJohn Starcher - 36% against, attendance, 1.6% against in 20256 year tenure, Pay committeeLESSON: Investors STILL ONLY CARE ABOUT ATTENDANCEThe 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 votesBoards are routinely REJECTING resignations UNLESS it’s politically expedient to accept (as in Cracker Barrel)Other notableFree 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 womenAverage 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 votesNetflixThe biggest year over year vote improvement was for the TWICE “deposed” director Jay Hoag at NetflixLast 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 2026Investors 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 overall390 TSR, 125 earnings marginBoards 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 entityAO Smith and Air ProductsAO SmithMartin Lois: 9% against from 37% againstAir ProductsDennis Reilley: 1.5% against from 38% againstPaul Hilal: 2% against from 39% againstAndrew Evans: 0.7% against from 29% against!Both were targets of activists in 2025, both not targets of activists in 2026LESSON: Investors only care about things FOR ONE YEARJay Hoag, irrespective of a 20 year tenure and multiple votes out, gets voting in since he attended the meetingsPerformance metrics uncorrelated to votesActivists cause due diligence (at both investors and ISS/Glass Lewis) - and that due diligence is ignored the following yearDirectors that were targeted by activists and/or proxy advisors in one year does not carry over - despite the fact that TSR/performance has not improvedIn fact AO Smith is NEGATIVE for the yearOther notableA10 NetworksEric Singer: 52% against from 74% against - plurality voting!Whole board among the biggest positive changesBob 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 remotelyThat’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-trainingLachlan Murdoch give himself more money but promises he had nothing to do with itInvestors hate ONE company’s payExxon hearts Texas and loathes ESGAnd on the Big Vote, Matt puts on some LuluLemon<TRADE WIRE BUMPER>Trade WireTop Stories: 130 Filings since May 28thThe headlinesLead Independent Directors are KingTYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board$2.8M golden hello equityStandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell FordRussell Ford will continue as Exec Chair until 1/1/2027$20M golden helloCLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession startedDEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027MICROSOFT: Epstein Files bro Reid Hoffman stepping downDown to 2FGLADSTONE INVESTMENT: elected George “Chip” Stelljes, IIIImmediately named to 3 committees: Compensation Committee, Nominating and ValuationOnly one woman serves on any board committee: Katharine C. GorkaOh wait, she’s the only womanStupid moneyFox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000If the maximum stays: annual from $12M to $18M and equity from $22M to $40MSo a possible increase of $24M“Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments”CFOsCencora: $8M golden hello: $2M cashTrade Desk: $10m golden helloUL Solutions: special, one-time $20M equity grant to CEO Jennifer F. ScanlonTRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEOnew CEO Michael P. Lyons will join board: golden hello $37.5M equity and $2.7M cashMarvell Technology: director Daniel Durn resigned to become CFO: golden hello ~41$M: $1M cashDumb stuffC. 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 directorauthored two books, Shiftability: Creating a Sustainable Competitive Advantage in Selling and CUSP: Leading by Serving, When Outcomes Matter MostFirst one is self-published through AmazonSecond one is a .pdf and not published (48 pages)Space Exploration Technologies Corp: elected MuskBro Roelof Botha as an “independent Common Stock DirectorSmart-ish StuffCME GROUP: Chair/ CEO Terrence A. Duffy will become Exec ChairCFO Lynne C. Fitzpatrick will become CEO/director <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHMeh, nothing spectacular <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Since May 28th145 meetings at large market caps77 total SHPs from 33 companies:Top storyWarner Bros. Discoverypay 84% noSustainability ROI Report 3% yesJoseph 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% noEXXON MOBILTexas Redomiciliation 71% yesVoyager Technologies: Texas 92% yesCondescending SHPsIndependent 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% yesTARGET CORPindependent board chair 39% yesBrian Cornell 13% noSHPs: presence of pesticides in Target’s private label brands 18% yes; reducing plastic microfiber shedding 20% yes x VictoriesHUBSPOT: Special Shareholder Meeting Improvement 79% yesFIVE BELOW: simple majority vote standard 90% yesEl Pollo Loco Holdings: majority voting standard 71% yesAlmostOtis Worldwide: political contributions and expenditures 45% yesDOLLAR GENERAL: Reduce Special Meeting Ownership 42% yesNETFLIX: Act by Written Consent 44% yesDatadog: simple majority voting 42% yesHateDICK'S SPORTING GOODS: Women's Rights Related Business Risk and Decision Framework 0.06% yesAirbnb: Risks Relating to Digital Services 0.06% yes; Discrimination in Charitable Support 0.04% yes;Risks of Politicized Divestments 0.09% yesMost: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% yesAlphabet (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% yesOtherNo ESG-related shareholder proposals pass in 2026 proxy seasonESG 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 PayFidelity National Information Services: pay 30% no98% avg yesApollo Global Management: pay 29% no99% avg yes Ulta Beauty: pay 22% no98% avg yes PROCORE TECHNOLOGIES: pay 37% noclassified: Nanci E. Caldwell 32% no COMCAST: pay 42% noKenneth J. Bacon 20% no; Thomas J. Baltimore, Jr. 22% noIndependent chair 26% yes Arista Networks: pay 40% noclassified: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% noDirectorsTKO Group Holdings: The Rock 20% noMATTEL INC: 25% no: Adriana Cisneros, Diana Ferguson, Prof. Noreena Hertz, Soren Laursen, Roger Lynch, Dominic Ng, Dr. Judy OlianClassifiedArista Networks: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% noDOCUSIGN: Allan Thygese 22% no; Cain Hayes 27% no; James Beer 28% noFUEL TECH: Douglas G. Bailey 23% noAstera Labs: Michael Hurlston 32% noRocket Companies: Matthew Rizik 21% noFidelity National Financial: William P. Foley II 22% noZoom Communications: Lieut. Gen. H.R. McMaster 23% noREGENERON PHARMACEUTICALS: Craig B. Thompson, M.D. 21% no; Christine A. Poon 23% no; Joseph L. Goldstein, M.D. 30% noOther stuffCME GROUPIn 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 2026Tuesday, June 23CoStar Group, Inc. (CSGP) Real Estate Data / ~$30B+Core & Main, Inc. (CNM) Industrial/Waterworks / ~$10B+Two Harbors Investment Corp. (TWO)Mortgage REIT / ~$1B+Wednesday, June 24NVIDIA Corporation (NVDA) Semiconductor & AI / ~$3T+Synchrony Financial (SYF) Consumer Finance / ~$15B+F&G Annuities & Life, Inc. (FG) Insurance / ~$5B+Thursday, June 25Lululemon 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 26Aon 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 VOTEMattLululemon 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 timeLululemon founder Chip Wilson launches proxy fight for board shakeupWilson 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 annuallyLululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon willappoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentiletake all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026one 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 Meetingand, 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 meetingWilson in exchange will:agree to not bad-mouth the company for around 18 monthsvote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder MeetingBut in 2026 so far…14 shareholder proposals were filed in an effort to remove board entrenchment mechanismsChevedden filed 7 of the 14Includes simple majority, director majority voting, proxy access, and one declassification at ZScalerAverage vote for in 2026: 22%Only SBUX simple majority SHP got >50% at 72% in favorAt 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 PEOPLENow he demands declassification Overall, are classified boards that bad??More insiders: 25% insiders on average vs. 21% for non classifiedMore consolidated influence: 41% max influence average vs. 33%More knowledge: 43% of directors on classified boards have core industry knowledge vs. 41% on non classifiedLower tenure: Average classified tenure is 7.4 years vs. 7.9 years on non classifiedLess connected: 37% vs. 46% averageRoughly the same performance: .509 vs. .496The 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 monthsInsider 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 changeTenure will stay lower, but less connected to each OTHER (but increase connection to Wilson)LEAVE classifiedWilson 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 BullyNo foosball tables for the new CFO at AmgenAn activist investor calls a board “lazy”Welltower investors decide they hate the NEOs’ $1.5B in equity awardsAnd on the Big Vote, Matt talks Walmart<TRADE WIRE BUMPER>Trade WireTop Stories: 88 Filings since May 14thThe headlinesBP ousts chair over ‘serious’ governance, oversight concernsThe 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 ConductAlbert Manifold was abruptly fired by the oil major this week amid concerns about bullying behaviorTYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the boardSchomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019Clorox CEO Linda Rendle to Step Down for Health ReasonsThe company says it will begin a comprehensive CEO search process to succeed herNEOsLinda Rendle 47/2016 Chair/CEO (2020-)Nina Barton 52/2024 Group President – Care & ConnectionLuc Bellet 47/2025 CFOStacey Grier 62/2019 Executive Chief of StaffAngela Hilt 53/2020 Chief Legal and External Affairs OfficerChris Hyder 50/2021 Group President – Health & HygieneKirsten Marriner 53/2016 Chief Administrative OfficerEric Reynolds 55/2015 Chief Operating and Strategy OfficerBoard5F/6MDown to 2FStupid moneyAMGEN INC (AMGN) New CFO Thomas Dittrich:$18.7M golden hello: $5.1M cashstandard 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 effectsbut 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 snowmobilesShipment 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 FindingRelocation 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 CEOformer CEO William F. Gifford, Jr will become board consultantgolden parachute $21M equity, $250k month until end of 2026; golden hello for new CEO ~$7M equityO REILLY AUTOMOTIVE (ORLY)the Compensation Committee recommended a $2M stock option award for Greg Henslee, Executive ChairmanDumb stuffAMERICAN INTERNATIONAL GROUP (AIG)appointed Thomas D. Stoddardnot voted on at AGMSmart Stuff <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investors push to oust former Target CEO from boardMercy 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 willappoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentileltake all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026one 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 Meetingand, 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 meetingWilson in exchange will:agree to not bad-mouth the company for around 18 monthsvote 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 14th206 meetings at large market caps87 total SHPs from 44 companies: 55g 18s 14e3 VictoriesTransUnion (TRU): call a special meeting 72% yesON SEMICONDUCTOR (ON): simple majority voting 98% yesVerisk Analytics: act by written consent 52% yes8-k didn't name itHateYeah but who caresMost: 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% yesThe most: Independent Board ChairNo victories: 43% to 12% yesJPMorgan: 35% yesOtherFord Motor: Provide that All of the Company’s Outstanding Stock Have One Vote Per Share 43% yes: John CheveddenRELIANCE, INC. (RS): requiring directors to depart the Board within nine months of failing to receive a majority vote 16% yes: John CheveddenNEXTERA ENERGY (NEE) 2Paris Agreement Alignment 35% yes; Net Zero Business Performance Risks 1% yesThe 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% NOWELLTOWER INC. (WELL): pay 81% noAde J. Patton: 25% no; Sergio D. Rivera: 25% no; Johnese M. Spisso: 27% no; Kathryn M. Sullivan: 24% no THERMO FISHER SCIENTIFIC: pay 68% no95% avg yes; Dion J. Weisler: 11% no SOMNIGROUP INTERNATIONAL (SGI): 42% noSIMON PROPERTY GROUP (SPG): 31% noUDR, Inc. (UDR): pay 31% no95% avg yes; Robert A. McNamara 11% no BXP, Inc. (BXP): pay 31% no95% avg yes; Matthew J. Lustig: 12% no; Owen D. Thomas: 10% no CITIGROUP INC (C): pay 40% no96% avg yes BlackRock, Inc. (BLK): pay 35% no97% avg yes PLAINS ALL AMERICAN PIPELINE LP (PAA): pay 39% noclassified: 98% avg yes DirectorsTRIMBLE INC. (TRMB)Kaigham (Ken) Gabriel 33% no; Kara Sprague 33% no; Thomas Sweet 33% no; Other stuffUpcoming Annual Shareholder Meetings: May 17-23 2026Tuesday, June 2, 2026Joby Aviation, Inc.JOBY~$10.5 BillionBrighthouse Financial, Inc.BHF~$3.6 BillionViridian Therapeutics, Inc.VRDN~$1.76 BillionIICF International, Inc.ICFI~$1.25 BillionWednesday, June 3, 2026Duolingo, Inc.DUOL~$5.0 BillionThe Carlyle Group Inc.CG~$16.4 BillionThursday, June 4, 2026Walmart Inc.WMT~$945.8 BillionSHPsRequest for Cumulative Voting for Board ElectionsNational Legal and Policy Center Report on Workplace Health and Safety GovernanceOxfam America, Inc.Report on Immigration Policy and EnforcementSOC Investment GroupReport on Workplace Impact of AI and AutomationUnited for RespectCEO Pay Ratio: 958:1we 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 BillionFriday, June 5, 2026Omega 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 frugalCompanies following their own rulesVictoria’s Secret rejects a Brett BlundyA wrap-up of 150 meeting results over the past 2 weeksAnd on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since May 1stThe headlinesBERKSHIRE HATHAWAYCharles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFOMr. 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 yearEMERSON ELECTRICelected Jennifer G. Newstead 3 women!GENERAL MILLSLong-tenured director Steve Odland (2004-) stepping downDana McNabb named COO, been with the company since 1999 and is also becoming a directorCFO getting a one-time $3.5M equity award while CTO is getting $2.5M Down to 2FStupid moneySnap Inc (SNAP)$14.9M golden hello equity award for new CFO Douglas HottDumb stuffDUCOMMUNappointed Mark A. Caylor as a Class II Directorto serve for a term expiring at the annual meeting of stockholders in 2029appointed to serve as a member of the Board’s Audit CommitteeTrade DeskSamantha Jacobson resigning as Chief Strategy Officer but will continue to serve as directorToll Brothersnew COO Seth J. Ring added to boardOCCIDENTAL PETROLEUMVicki Hollub stepping down as CEO, replaced by Richard JacksonVicki staying on board, Jackson added 4/30 but not voted on 5/1PLAINS ALL AMERICAN PIPELINEappointed Cynthia B. Taylor to boardThe former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability CommitteeSmart StuffWEC ENERGY GROUPHaving 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, 2026COMMERCE BANCSHARESBenjamin 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 TECHNOLOGIESDirector John G. Mayer resignedResignation 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 MATCHVictoria’s Secret rejects activist investor Brett Blundy’s board pushSwatch shareholders reject activist investor's bid for board seatSteven 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 1st153 meetings at large market caps82 total SHPs: 4 VictoriesVERTEX PHARMACEUTICALS: act by written consent 57% yesALBEMARLE: call a special meeting 57% yesCF Industries: excessive golden parachutes 51% yesNRG ENERGY: call for a special shareholder meeting 56% yesHateConstellation Energy: Report on DEI Initiatives 1% yesNational Center for Public Policy ResearchAccording to 1792 Exchange’s Corporate Bias RatingsTRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yesThe Heritage FoundationAccording to 1792 Exchange’s Corporate Bias RatingsINTERNATIONAL BUSINESS MACHINES CORP (IBM)Report on AI Bias: 2% yesNational Center for Public Policy ResearchThe White House has issued an executive order specifically seeking to combat “woke” AIReport on Discrimination in Charitable Support: 2% yesThe Heritage FoundationIBM has a perfect score on the Human Rights Campaign’s Corporate Equality IndexCOCA COLASustainability Committee By-Law Amendment 0.87% yesNational Center for Public Policy Research“Being good might cost too much”Plastics Packaging Policies 0.8% yesNational 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% yesBowyer Research“Being good might cost too much”DOMINION ENERGYESG/DEI Compensation Metrics 1% yesThe Heritage Foundation“Being good might cost too much”AMERICAN EXPRESStransgender healthcare treatments for minors 0.4% yesInspire InvestingAmerican Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Indexpolitical bias risk oversight 0.9% yesNational Center for Public Policy ResearchAccording to the 1792 ExchangeFIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yesInspire InvestingBut wait: “Being good might cost too much”??COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yesNational Legal and Policy CenterIndependent Board Chair (19)Avery Dennison: 39% yesCORNING: 18% yesGILEAD SCIENCES: 27% yesWEST PHARMACEUTICAL SERVICES: 46% yesEVERSOURCE ENERGY: 26% yesCARVANA: 4% yesBANK OF AMERICA: 32%DOMINION ENERGY: 24% yesBERKSHIRE HATHAWAY: 15% yesAFLAC: 12% yesPEPSICO: 26% yesBRISTOL MYERS SQUIBB: 27% yesECOLAB: 26% yesAbbVie: 39% yesPRUDENTIAL FINANCIAL: 30% yesDOVER: 36% yesCORPAY: 30% yesLOCKHEED MARTIN: 37% yesCOLGATE PALMOLIVE: 29% yes pay over 10% NOGOLDMAN SACHSpay 30% noPay committee chair Kimberley Harris 26% noBERKSHIRE HATHAWAYsay on pay every 3 years 66%OMNICOM GROUP44% no payavg 97% yesMOLINA HEALTHCARE47% no payavg 97% yesDirectorsTrade Deskclassified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yesUmmmmmmmmm?pluralitySERVICE CORP INTERNATIONALSara Martinez Tucker 17% noC. Park Shaper 18% noVictor L. Lund 21% noAnthony L. Coehlo 21% noMarcus A. Watts (Lead Ind. Director) 57% noUmmmmmmmmmm?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% noCORPAYAnnabelle Bexiga 24% noThomas M. Hagerty 26%Steven T. Stull 28% noHala G. Moddelmog 31% noJoseph W. Farrelly 39% noSOUTHWEST AIRLINESNom Committee chair Christopher P. Reynolds 39% noOther stuffDT 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% yesNVR: 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% yesRB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yesBoth in-person and virtual meetingsUNITED 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 2026May 18Valley National Bancorp (VLY) Virtual ~$4B 3/0Vishay Intertechnology (VSH) Virtual ~$3B 3/0May 19JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0Zebra Technologies (ZBRA) Virtual ~$15B 3/0Permian Resources (PR) In-Person ~$13B 5/0May 20BlackRock, Inc. (BLK) Virtual ~$140B 3/2Northrop Grumman (NOC) Virtual ~$75B 3/2Zoetis Inc. (ZTS) Virtual ~$80B 3/0EOG Resources, Inc. (EOG) Virtual ~$75B 3/0GE Vernova Inc. (GEV) Virtual ~$55B 3/1S&P Global (SPGI) Virtual ~$160B 3/0May 21Leggett & Platt (LEG) Virtual ~$2B 4/0IDACORP, Inc. (IDA) Virtual ~$5B 3/0The Home Depot (HD) Virtual ~$350B 3/2Harley-Davidson (HOG) Virtual ~$5B 4/0May 22Honeywell International (HON) Virtual ~$140B 3/1The Allstate Corp (ALL) Virtual ~$50B 3/1Apple Hospitality (APLE) In-Person ~$3.5B 3/0<THE BIG VOTE BUMPER>THE BIG VOTEAGM Date: May, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard %BlackRock %Fidelity %Performance outliers:Overall:EBITDA ..Carbon ..TSR ..Controversies ..Board stuffCommitteesAudit (a)Human Resources (c)Governance & Nominating (n)Finance (f)Risk (r)FFA Skills (Non-Executive DIrectors)Economics and Accounting 23%Mechanical 15%Building and Construction 5%Public Safety and Security 5%Proxy SkillsGender Power Gap -%OtherDIRECTORSSteven D. Black 73/2020/m fnc 10%Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorganPrior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. Votes Against Last AGM: 3% noSAY ON PAY% NO 2025CEO Pay Ratio :1 SHPsMattOVERVIEWFirst some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home DepotFour 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 shitRetail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from HiltonMilitary - Grady, Roughead, WelshKrishna (IBM CEO) and Brown sit on IBM board togetherWhat 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 safetyLowest core knowledge of the group - 17% of the board has any overlapping core knowledge at allAll four have >50% of directors connectedWhopping 771 connections in our DB for the 4 companiesAll four have >50% board current or ex CEOsAll 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 boardOnly the JPM board have directors batting over 570 for TSR - everyone else below42 of the 55 directors are below 500 for TSR13 of BLK’s 19 directors bat below 400 on TSR17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothingThe “Business Roundtable” BoardCEOs on boardsThe 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 todayCEOs 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 CEOsWhen the CEO is chair, it’s reasonable to assume this is even more the caseSo if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where?Trade associations, non profits, college trusteeshipsOverall, 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 itIncidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie DimonFor the four companies this week, a majority of connections for all of them run through the BR:THE BUSINESS ROUNDTABLE INC 213CATALYST INC 159The Partnership for New York City Inc 146THE BUSINESS COUNCIL INC 139First company to show up is IBM with 59 routes through themWhy it matters?IndependenceGroupthinkWhen 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 directorsOf 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 boardsPhebe NovakovicKathy WardenVirginia RomettyAlex GorskyJames DimonMark WeinbergerArvind KrishnaWilliam Ford Where this really matters: BLK and JPMBlackrock OWNS the largest stake in most companies in the US, JPM is a massive asset ownerA 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 JPMNovakovic, Rometty, Gorsky, Dimon, Weinberger - all have cross pollination at other boards, are paths to Home Depot, BLK, Northrop, all on JPMAn 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 companiesThose management favorable voting conditions persist even after that director leaves the asset manager boardThe 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 valueThis 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 repeatVotingThis 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 interestsThe 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 WireTop Stories: Filings since April 24The headlinesAMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive ChairSOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on boardWe reported as Interim last week, is now permanent Down to 2FStupid moneyNVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity awardRESMED INC (RMD)$3.5M golden hello to new CFOFormer CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards.Other stuffCARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation acceptedTwo weird board classification reshuffles:MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, the service of Mr. Baker and Mr. Brennan on the Board is deemed to have continued uninterrupted.GEN Restaurant Group, Inc. (GENK) : changed the Board’s composition as follows: (i) Jae Chang and David Park, the former Class II members of the Board, were appointed as Class III members of the Board, and (ii) David Kim, the former Class III member of the Board, was appointed as a Class II member of the Board, in each case effective immediately. In connection with this change, on April 29, 2026, Messrs. Chang and Park tendered their resignations as directors, contingent upon their reappointment to the Board as directors and members of Class III. On the Effective Date, Mr. Kim also tendered his resignation as a director, contingent upon his reappointment to the Board as a director and a member of Class II. <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist Starboard Pushes for Lamb Weston to Hold Investor DayCan they work on virtual AGMs too?The SEC tried to silence activist investors. Now they’re fighting back.Since President Donald Trump took office, the Securities and Exchange Commission has made it harder for small and activist investors to raise concerns through the government filing system known as EDGAR. Now they’re pushing back with their own alternative platform, which they call the Proxy Open Exchange — or POE. In less than a week, POE has 63 filings, with dozens more expected. EDGAR shows just 39 exempt solicitations so far in 2026. Nelson Peltz’s son builds first public activist stake in IntertekThat’s it, just wanted to cite a nepo-babySwatch Group Investor Battle Heats Up After ISS Backs ActivistSteven Wood, founder of Greenwood Investors, is pushing to be nominated at Swatch’s upcoming meeting. ISS urged investors to vote for Wood, citing weak long-term performance and governance shortcomings, including a lack of board independence and the continued influence of the Hayek family on Swatch.Activist investor backs Pearson boss’s contentious pay rise The education group has put forward a revised pay arrangement that would see CEO Omar Abbosh receive up to £13M this year, up from £9M last year, deemed “excessive” by Glass Lewis and ISS. Cevian Capital, which in recent months has steadily built its stake to just over 18% to become Pearson’s largest shareholder, insisted that the policy had “clear pay-for-performance” that would encourage “long-term value creation”. Sackler-linked firm succeeds in bid for Ingles board seatSummer Road LLC, the Sackler family office, was successful in their bid to earn a seat on Ingles Markets Board of DirectorsSummer Road’s Chief Investment officer Rory Held was elected with support from approximately 62% of outstanding Class A shares, representing approximately 70% of the votes cast. Shareholders Overwhelmingly Elected Rory A. Held to Ingles Markets’ Board of Directors <VOTE RESULTS BUMPER>VOTE RESULTS TABLE April 24-April 30 42 meetings at large market caps 22 total SHPs: (Wells Fargo 6)Independent Board Chair PFIZER INC (PFE) 29% yesSTANLEY BLACK & DECKER, INC. (SWK) 8% yesJOHNSON & JOHNSON (JNJ) 23% yesWELLS FARGO & COMPANY (WFC) 34% yes*DOMINOS PIZZA INC (DPZ) 40% yesdeparture of directors who fail to obtain a majority vote 16% yesAct by Written ConsentBORGWARNER INC (BWA) 4% yesCigna Group (CI) 48% yesHCA Healthcare, Inc. (HCA) 22% yesreport on healthcare consequences 11% yescall a special meetingAGCO CORP /DE (AGCO) 49% yesSHERWIN WILLIAMS CO (SHW) 43% yesAES CORP (AES) 35% yesMajority Voting StandardCITIZENS FINANCIAL GROUP INC/RI (CFG) 10% yesWELLS FARGO & COMPANY (WFC) 48% yes OtherGEDISON INTERNATIONAL (EIX): Retention of Equity 37% yesDOMINOS PIZZA INC (DPZ): departure of directors who fail to obtain a majority vote 16% yesindependent board chair requirement 40% yesSFASTENAL CO (FAST): EEO-1 reporting disclosure policy 22% yesWELLS FARGO & COMPANY (WFC) Respecting Vendor Civil Liberties* 2% yesWELLS FARGO & COMPANY (WFC) Board Committee on Indigenous Rights 5% yesHCA Healthcare, Inc. (HCA): report on healthcare consequences 11% yesact by written consent 22% yesEARCBEST CORP /DE/ (ARCB): GHG emissions reduction targets 30% yesWELLS FARGO & COMPANY (WFC) Energy Supply Ratio 20% yesWELLS FARGO & COMPANY (WFC) High-Carbon Financing Litigation Risks 9% yes 10 pay over 10% NOEDISON INTERNATIONAL (EIX): pay 22% noRetention of Equity 37% yes; auditor 9% no97% avg yesFASTENAL CO (FAST): pay 11% noWHIRLPOOL CORP (WHR): pay 31% no82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director) 80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes GRACO INC (GGG): pay 32% noclassified: Martha A. Morfitt (Lead Director) 21% no PFIZER INC (PFE): pay 13% noJoseph J. Echevarria 18% no AMERICAN ELECTRIC POWER CO INC (AEP): pay 18% noSara Martinez Tucker 16% noPrologis, Inc. (PLD, PLDGP): pay 42% noGeorge Fotiades (chair) 12% noDavid O’Connor 4% noOlivier Piani 2% noBoard average 97% yesEssential Utilities, Inc. (WTRG): pay 10% no; auditor 10% no CARLISLE COMPANIES INC (CSL): pay 13% noEXELON CORP (EXC): pay 10% no; auditor 11% noDirectors over 10% AMERICAN ELECTRIC POWER CO INC (AEP): Sara Martinez Tucker 16% no pay 18% noBALL Corp (BALL): Todd A. Penegor 40% noInteractive Brokers Group, Inc. (IBKR): Thomas Peterffy (Founder/Chair); 12% no; Milan Galik (CEO) 12% no; Earl H. Nemser (Vice Chair) 14% noFounder and Chairman Thomas Peterffy holds approximately 75% of the total voting powerHCA Healthcare, Inc. (HCA): Nancy-Ann DeParle 11% noPFIZER INC (PFE): Joseph J. Echevarria 18% noGRACO INC (GGG): classified: Martha A. Morfitt (Lead Director) 21% no pay 32% noWHIRLPOOL CORP (WHR): 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director) 80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yespay 31% noHUNTINGTON BANCSHARES INC (HBAN): David L. Porteous 11% no HUNT J B TRANSPORT SERVICES (JBHT): James L. Robo (Lead Director) 13% no RAMBUS INC (RMBS): classified: Charles Kissner (Chair) 15% no Prologis, Inc. (PLD): George L. Fotiades (Lead Director) 12% noOther stuffARCBEST CORP /DE/ (ARCB): Redomestication (Delaware to Texas) 67% yesSHERWIN WILLIAMS CO (SHW): the dirty trick:shareholder ability to call a special meeting 43%25% Special Meeting Threshold 91% yesUpcoming Annual Shareholder Meetings: May 2-May 9Saturday, May 2, 2026Berkshire Hathaway (BRK.A / BRK.B) – ~$1.0 Trillion | In-person (Omaha, NE)Cincinnati Financial Corp. (CINF) – ~$20 Billion | In-person (Cincinnati, OH)Monday, May 4, 2026Eli Lilly and Company (LLY) – ~$830 Billion | Virtual | 3 SHPsBank of America Corporation (BAC) – ~$320 Billion | VirtualAflac Incorporated (AFL) – ~$55 Billion | VirtualData Breach 6/12/25: Aflac first identified suspicious activity on its networkOn the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:Full names and home addresses.Social Security numbers (SSNs) and Tax ID numbers.Dates of birth.Driver’s license and passport numbers.Medical insurance claims and dates of service.The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.Tuesday, May 5, 2026American Express Company (AXP) – ~$175 Billion | VirtualBristol Myers Squibb (BMY) – ~$110 Billion | VirtualSuncor Energy Inc. (SU) – ~$50 Billion | VirtualWednesday, May 6, 2026PepsiCo, Inc. (PEP) – ~$235 Billion | Virtual | 2 SHPsPhilip Morris International Inc. (PM) – ~$155 Billion | VirtualThursday, May 7, 2026United Parcel Service, Inc. (UPS) – ~$125 Billion | VirtualDuke Energy Corporation (DUK) – ~$85 Billion | VirtualNorfolk Southern Corporation (NSC) – ~$60 Billion | VirtualEastman Chemical Company (EMN) – ~$11 Billion | VirtualFriday, May 8, 2026AbbVie Inc. (ABBV) – ~$350 Billion | VirtualUnion Pacific Corporation (UNP) – ~$145 Billion | VirtualColgate-Palmolive Company (CL) – ~$85 Billion | VirtualIllinois Tool Works Inc. (ITW) – ~$75 Billion | Virtual<THE BIG VOTE BUMPER>THE BIG VOTEAFLACAGM Date: May 4, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerJ&A Alliance Holdings Corporation 20%Vanguard 4%BlackRock 3%CEO/Chair Daniel Amos 1.3%Performance outliers:Overall: .516EBITDA .603.Carbon .830.TSR .517.Controversies .672.Board stuffCommitteesAudit & Risk (a)Compensation (c)Corporate Governance (n)Finance & Investment (f)Corporate Development (d)Corporate, Social Responsibility & Sustainability (s)Executive (e)FFA Skills (Non-Executive DIrectors)Economics and Accounting 24%Food Production 6%Computers and Electronics 6%Administrative 5%Mathematics 5%Proxy SkillsParagraph 2 of LD Bowers letter: “The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours.”DIGITAL/CYBERSECURITY EXPERIENCE: Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation, and policy.NOW. PAUL BOWERS: former CEO/Chair Georgia Power (2011-2021)ARTHUR R. COLLINS: Founder/Chair theGROUP, a government relations and strategic communications consulting firm, since 2011MIWAKO HOSODA: Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of healthMaybeGEORGETTE D. KISER: former CIO The Carlyle Group (2015-2019)KAROLE F. LLOYD: CERT Certificate in Cybersecurity Oversight; CPA and retired as vice chair and regional managing partner for Ernst & YoungAudit and Risk CommitteeMaybeKarole F. Lloyd (Chair)Georgette D. KiserNoW. Paul BowersJoseph L. Moskowitz, EVP Primerica, Inc., an insurance and investments company, from 2009 until 2014Tim Callahan SVP, Global Security, Chief Security Officer; joined in 2014EducationExcelsior College (University of the State of New York): BS, Liberal Studies 1992 – 1995Community College of the Air Force: AS, Resource Management, 1986 – 1988Gender Power Gap -12%OtherData Breach 6/12/25: Aflac first identified suspicious activity on its networkOn the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:Full names and home addresses.Social Security numbers (SSNs) and Tax ID numbers.Dates of birth.Driver’s license and passport numbers.Medical insurance claims and dates of service.The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.DIRECTORSDANIEL P. AMOS, 74/1983/m Ef 39%Chair/CEO (1983-)Public Company BoardsSynovus Financial Corp. (2001-2011)Southern Company (2000-2006)Votes Against Last AGM: 3% noW. PAUL BOWERS, 69/2013/m aDse 14%Lead Non-Management Director; Former Chair/CEO, Georgia Power Co.Public Company BoardsChair, Exelon Corporation (since 2021, Chair since 2025): Audit Committee (since 2022, Chair since 2023); Corporate Governance Committee (since 2022)Other Board or Leadership Positions, Professional Memberships or AwardsBrand Industrial Holding, Inc. (since 2019): Audit Committee Chair (since 2019)Chair, Atlanta Committee for Progress (2016)Nuclear Electric Insurance Ltd. (since 2009): Chairman (2017-2019)Board of Regents of the University System of Georgia (2014-2018)Federal Reserve Bank of Atlanta’s Energy Policy Council (2008-2018)Votes Against Last AGM: 2% noARTHUR R. COLLINS, 66/2022/m nS 5%Founder/Chair, theGROUPPublic Company BoardsKB Home (since 2020): Nominating Committee (since 2023); Compensation Committee (since 2022)RLJ Lodging Trust (since 2016): Compensation and Nominating Committees (since 2016)Other Board or Leadership Positions, Professional Memberships or AwardsMember, Council on Foreign Relations (since 2023)Member, Ford’s Theatre Board of Trustees (since 2023)Member, Smithsonian’s National Museum of Asian Art Board of Trustees (since 2022)Vice Chair, Brookings Institution Board of Trustees (2014-2023)Member, Economic Club of Washington, D.C. (since 2012)Chairman, Morehouse School of Medicine Board of Trustees (since 2009)Member, Meridian International Center Board of Trustees (2009-2017)Chairman, Florida A&M University Board of Trustees (2001-2003)Votes Against Last AGM: <1% noMICHAEL A. FORRESTER, 58/2025/m f 1%Former CEO, Copper Rock Capital PartnersOther Board or Leadership Positions, Professional Memberships or AwardsNuveen Funds (a TIAA Company) (since 2024): Investments Committee (since 2024); Compliance Committee (since 2024); Open-End Funds Committee; Chair (since 2024)TIAA-CREF Funds (2007-2023): Investments Committee (2013-2023); Operations Committee (2008-2013; 2016-2022); Nominating and Governance Committee (2011-2023; Chair 2017-2023); Audit and Compliance Committee (2007; 2014-2015; 2022-2023); Corporate Governance and Social Responsibility Committee (2007-2016)Investment Company Institute’s Independent Directors Council for independent fund board directors (since 2020): IDC Governing Council (since 2020); Governance Committee (since 2025) Votes Against Last AGM: <1% no MIWAKO HOSODA, 56/2023/f s 1%Professor, Seisa UniversityOther Board or Leadership Positions, Professional Memberships or AwardsBoard of Directors, The University of Tokyo, New York Office, Inc. (since 2023)Board of Directors, Brain Injury Caring Communities Society (2017-2020), President (since 2023)Representative Director, Inclusive Action For All (since 2020)Vice president, Asia Pacific Sociological Association (since 2021); President (2017-2020)Board of Trustees, The Japanese Foundation for Cancer Research (2015-2021)Votes Against Last AGM: <1% no THOMAS J. KENNY, 62/2015/m dsF 1%Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset ManagementOther Board or Leadership Positions, Professional Memberships or AwardsApeel Sciences (since 2025)Nuveen Funds (a TIAA Company): Co-Chair (2024); Closed-End Funds Committee (since 2025); Dividend Committee (since 2025); Executive Committee, Chair (since 2024); Investment Committee (since 2024); Compliance Committee (since 2024); Nomination and Governance Committee (since 2024); Open-End Funds Committee (2024)ParentSquare (since 2021)TIAA-CREF Board of Trustees, Chairman (2017-2023)TIAA-CREF Fund Complex: Executive Committee, Chair (2017-2023); Investment Committee (2011-2023); Audit and Compliance Committee (2018-2023); Nominating and Governance Committee (2017-2023); Ad Hoc CREF Special Projects Committee (2020-2023)Votes Against Last AGM: <1% noGEORGETTE D. KISER, 58/2019/f ac 8%Former Managing Director and CIO, The Carlyle GroupPublic Company BoardsJacobs Engineering (since 2019)Adtalem Global Education (since 2018)NCR Voyix Corporation (formerly NCR Corporation) (2020-2024)Other Board or Leadership Positions, Professional Memberships or AwardsBrown Advisory Board mutual fund (since 2022)Votes Against Last AGM: 1% noKAROLE F. LLOYD, 67/2017/f Adef 4%Former Ernst & Young LLP audit partnerPublic Company BoardsChurchill Downs Incorporated (since 2018): Audit Committee (since 2018, Chair since 2019); Nominating and Governance Committee (since 2020)Other Board or Leadership Positions, Professional Memberships or AwardsCERT Certificate in Cybersecurity OversightThe University of Alabama President’s Advisory Council (since 2003)The University of Alabama Board of Visitors for the Commerce and Business School (since 2001)Atlanta Symphony Orchestra Board of Directors (since 2010)Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee (2009-2016)Votes Against Last AGM: <1% noNOBUCHIKA MORI, 69/2020/m nf 6%Representative Director, Japan Financial and Economic Research Co. Ltd.Other Board or Leadership Positions, Professional Memberships or AwardsCenter on Japanese Economy and Business (CJEB) Professional Fellow (2018-2021)Votes Against Last AGM: <1% noJOSEPH L. MOSKOWITZ, 72/2015/m aCde 9%Former EVP, Primerica, Inc.Other Board or Leadership Positions, Professional Memberships or AwardsFellow, Society of Actuaries (since 1979)Member, American Academy of Actuaries (since 1979)Votes Against Last AGM: 2% noKATHERINE T. ROHRER, 72/2017/f cNe 11%Vice Provost Emeritus, Princeton UniversityOther Board or Leadership Positions, Professional Memberships or AwardsEmory University Board of Trustees (2008-2022): Academic Affairs Committee (Chair 2013-2020); Executive Committee (2012-2022); Finance Committee (2014-2020)Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now “Arm in Arm”); and Dryden EnsembleVotes Against Last AGM: 2% noSAY ON PAY4% NO 2025CEO Pay Ratio 396:1Personal Use of Company Aircraft $169k; Security Services $274kAdjusted Earnings per share 2024 $7.39Set target (100%) to $6.36 in 2025 and maximum (200%) at $7.05Others easier: New Annualized Premium, Net Earned Premium, Net Investment IncomeCEO target at 250%: earned 441%TSR modifier for LT: 25th percentile or lower 0.80xBetween 25th and 75th percentile 1.00xFrom time to time, we have granted supplemental awards in the form of RSUs to incentivize achievement of strategic objectives, recognize major milestones, or secure leadership stability. NEO Miller $1M SHPs Independent Board Chairman/John CheveddenMattThe Daniel Amos show…43 year tenure, 39% influenceOwns 1.6% of voting shares, 0.5% of shares, so high ownership for a non founder CEOTwo key metrics from Free Float91% of the board comes from one specific board community group121 members of the community, 41 companiesOther companies with >50% of board from same community group as Aflac:AFLAC INCORPORATEDATLAS AIR WORLDWIDE HOLDINGS, INC.BIGBEAR.AI HOLDINGS, INC.F45 TRAINING HOLDINGS INC.FIREFLY AEROSPACE INC.REDWIRE CORPORATIONSPIRIT AEROSYSTEMS HOLDINGS, INC.SPIRIT AIRLINES, LLCSPIRIT AVIATION HOLDINGS, INC.Sun Country Airlines Holdings IncTHE HAIN CELESTIAL GROUP, INC.VIASAT, INC.Most similar companies in the list: F45 Training and Spirit AirlinesF45 is a penny stock after losing 99% of its value, being sued by celebrities for unpaid fees, overindebtedness, and mass closures to avoid bankruptcySpirit declared bankruptcy twice and is now likely to be bought by the government66% of directors tagged as “Deferential” to the CEODeference - how likely is a director to defer to management vs. investors?: Money: pay on this board exceeds any others, director earned more money under this CEO vs. any others, director’s largest equity position is at this company vs othersPower: director surrounded by more connected directors, board is the “most prestigious”Relationship dynamics: demographic similarities with management, connections in common, interlocks with CEO, core knowledge gap between directors and CEOCareer: director picked by CEO, CEO is chairOverall: we flag a number of data points that would suggest it’s in a director’s best interests to side with the CEO and not dissent from management - and based on the number of flags, we tag company boards as highly deferential, deferential, or limited/not deferentialOf 122 US financial large caps, 34 have highly deferential boards, 16 are deferential, and 72 are limited or not deferential to the CEOs / managementAflac is tagged as deferentialSo this is a deferential board almost entirely from a single community - and we know which oneHotlanta boardFor a company this size, would you expect such a director concentration in Atlanta?Rohrer: Emory board of trusteesMoskowitz: ex EVP Primerica (insurance), based in Duluth GALloyd: Atlanta Symphony Orchestra Board, Atlanta Chamber of Commerce BoardKiser: NCR Voyix Corp board (2020-2024), headquartered in AtlantaCollins: Morehouse School of Medicine board of trustees, based in AtlantaBowers: ex CEO Georgia Power, Fed Reserve Atlanta, Atlanta Committee for Progress, board of regents of UGAAmos: Aflac for more than 40 years in Columbus Georgia, ex Synovous board of directors (2001-2011, based in Atlanta), ex Southern Company board (2000-2006, based in Atlanta)Other directors:Japan: Mori, HosodaNuveen and TIAA CREF: Forrester, Kenny… that lead to stagnant revenue, big buybacks, and The Breach…In December 2025, Aflac Incorporated (Aflac) disclosed that the personal information of 22.65 million individuals was leaked after it was stolen in a June 2025 breach. The information reportedly included Social Security numbers, health information, and insurance claims data, and impacted customers, beneficiaries, employees, and agents.This was a known outcomeOther insurers have been targeted over and over: United Healthcare breach in 2023, Change Healthcare breach (193m people)And multiple directors have directly overseen it in the last 3 yearsGeorgette Kiser on the board of NCR Voyix during ransomware attackKenny and Forrester both at TIAA CREF during the MOVEit attacksAccording to their own peer group choices, Aflac is 31st percentile for revenue, 26th for assets, but 77th for market value - basically they’re overvalued and underperforming… with a board that lacks the Skills to do anything…Between 2024 and 2025, Hosoda also got Digital/Cybersecurity Experience added - “Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation and policy.”Between 2025 and 2026 Hosoda also got “Operations Experience” (“Provides valuable senior executive experience and organizational management perspective relevant to management and operations”)Hosoda is a professor at SEISA university in JapanBio is a word for word copy, no new positionsKarole Lloyd ALSO got Digital/Cyber added between 2023 and 2024She’s an accountant from EYShe added to her “Professional Memberships or Awards” CERT Certificate in Cybersecurity OversightIt’s an NACD certification, costs $3,995 for NACD members - has an 86 page handbook covering incident response, emergine tech, AI, cloud, supply chain risk, ransomware, reporting, how to build a relationship with the CIO… This is classic skills matrix management - director gets a 2 hour training on terms, gets the skill - incident happens, but there’s no LIVED or TRUE experience on the boardFree Float board knowledge: only ONE director, Kiser, has any background knowledge in computers/tech or public safety as an ex CIO and background in aerospace - the others listed with digital/cyber backgrounds have no obvious explanationWhich means this is a board in need of refreshment from Amos.Separate CEO and chair - SHPBut you have a board wide problem with director votes - the stock has gone up despite stagnant revenue, the buybacks and dividends grease the investor wheel, and 64% of the directors all are Atlanta or Atlanta adjacent pocketed by Amos, the 40+ year leader of Aflac… so what do you do? Do you vote NO on everyone despite your returns? Do you pick a different person to target?Bowers on the board 12 years, part of the Hotlanta crew, 14% influence, supposed to be “lead director”Rohrer is nom chair on a board that just selects Atlanta based directorsDo you vote out just the “same community” directors or the most deferential?This is a system problem: stock goes up, management greases investors, directors insulated by their deep ties to managementIf it’s up to me, I vote to give Amos a boss (separate chair and CEO) and vote NO on Bowers (no LID should have >10 year tenure), then slowly disintegrate the Hotlanta focusThat’s the Proxy Countdown for the week of April 27, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
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 AppleWhile Corrie Barry loses hers at Best BuyActivist investors raise the Sackler Sucks flag at Ingles MarketsShareholders love mergers but hate merger payAnd on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo<TRADE WIRE BUMPER>Trade WireTop Stories:30 Filings since April 16The headlinesApple Inc. (AAPL):Tim Cook transitioning to Exec ChairJohn Ternus promoted to CEO and directorArt Levinson, current Chair (2011-), will become Lead Independent Director NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGMSOUTHERN COPPER CORP/ (SCCO)CEO Oscar Gonzalez Rocha passed awayappointed director Leonardo Contreras Lerdo de Tejada as interim CEOBEST BUY CO INC (BBY)Jason Bonfig promoted; succeeding Corie BarryCorie barry leaving boardDavid W. Kenny stays as chairCorie Barry will remain employed as a strategic advisor in a non-executive officer role for six months: base salary will decrease to $1,000,000, will remain eligible for a pro-rated payout of her short-term incentive award for the portion of fiscal 2027 in which she served as CEO, LT equity will continue to vest, and she will remain eligible for executive-level employee benefitsLululemon names former Nike exec Heidi O'Neill as CEOGolden hello: $7M equity, $2M cashLululemon board: 7 of 11 FChair Martha MorfittCommittees:Audit: 2 of 3 F, including chairNomination: 3 of 5Pay: 3 of 5 F, including chairAlso: CFO, Chief Merchandising Officer, Chief People & Culture Officer, Chief Legal and Compliance Officer, Chief Brand & Product Activation Officer Down to 2FStupid moneyCrowdStrike Holdings, Inc. (CRWD): special equity award to president Michael Sentonas: target $42M, max $84MExpedia Group, Inc. (EXPE): golden hello for new CFO Derek Andersen: $2.5M cash; $17M equity; relocation benefits: $30k per month for 13 months for rent, $325k Home Sale Assistance, 3 RT flights for him and familythere have been several reports recently linking activist investor pressure to the departure of Snap’s CFO, Derek Andersen. The timing and the surrounding circumstances strongly suggest he was part of a broader "clean slate" maneuver triggered by activist demands Lululemon names former Nike exec Heidi O'Neill as CEO: Golden hello: $7M equity, $2M cashMASCO CORP /DE/ (MAS): Jai Shah, Masco’s Group President, Plumbing and Wellness golden parachute ~$5.5MREGAL REXNORD CORP (RRX): Aamir Paul will succeed Louis V. Pinkham as CEO: $8.75M golden hello, $575K cashDumb stuffCARPENTER TECHNOLOGY CORP (CRS): appointed COO Brian J. Malloy to board as Class III director, with a term ending at the Company’s 2028 meeting<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHIngles Markets issued an open letter to shareholders amid an active proxy fight, urging votes for its two nominees, Rebekah Lowe and Dwight Jacobs.The company is strongly opposing activist nominee Rory Held, arguing his ties to the Sackler family create conflicting loyalties and potential fiduciary conflicts if elected.Activist Investor Summer Road said: "Our independent director candidate, Rory A. Held, is not a member of the Sackler family and has never worked with Purdue Pharma."Ingles said: But, in a time when public records are available to anyone, Summer Road and Rory Held can run, but they cannot hide – although they have tried. Summer Road has accused Ingles of not understanding public company governance. However, Ingles understands public company governance just fine”And:Rory Held’s Loyalties Are Owed to the Sacklers, Including the Former Co-Chairman of the Purdue Pharma Board of Directors.Rory Held is Deeply Intertwined with the Sackler Family Trusts Used to Hold Funds Salvaged from the Purdue Pharma Bankruptcy.As a Trustee for Several Sackler Family Trusts, Rory Held Has Legal Duties of Loyalty to the Sackler Family – These Duties Don’t Disappear Even if He Serves on the Ingles Board.Summer Road Has Hidden Rory Held’s Years of Service and Loyalty to the Sacklers from Ingles and Ingles Shareholders.And in my favorite proxy cage fight headline of the week happening at the company Radcom: “Value Base has joined forces with the late founder’s children in efforts to oust the chairman and most of the board, including the late founder’s second wife.” <VOTE RESULTS BUMPER>VOTE RESULTS TABLE April 16-April 23 33 meetings at large market caps total SHPs: 134 at AdobeAct by Written Consent:SYNOPSYS INC (SNPS): 40% yesTEXAS INSTRUMENTS INC (TXN): 45% yesBOEING CO (BA): 39% yesexcessive golden parachutesHUMANA INC (HUM): 41% yesADOBE INC. (ADBE): 8% yesDespite 49.5% NO on payindependent board chairPPG INDUSTRIES INC (PPG): 32% yes2 Hate SHPs continue to suck 7 pay over 10% NOADOBE INC. (ADBE): 49.5% noPay CommitteeAmy Banse (Chair): 15% noCristiano Amon: 4% noMelanie Boulden: 4% noDavid Ricks: 5% noexcessive golden parachutes SHP: 8% yesBank of New York Mellon Corp (BK): 45% noPay CommitteeElizabeth E. Robinson, Chair: 7% noM. Amy Gilliland: 4% noJeffrey A. Goldstein: 5% noK. Guru Gowrappan: 4% noRalph IzzoBroadcom Inc. (AVGO): 34% noPay Committee Chair Harry You: 26% noSpecial meetings:Warner Bros. Discovery, Inc. (WBD): Special: Merger 99% yes; pay 83% noDigitalBridge Group, Inc. (DBRG): Special: Merger 97% yes; pay 77% noDirectors 23 over 10% SMITH A O CORP (AOS): dual class: class A 6 dirs 100%; common: Christopher L. Mapes 36% no; Dr. Ilham Kadri 52% noIn accordance with the Company’s Director Resignation Policy, Dr. Kadri tendered to the Nominating and Governance Committee an offer of resignation from the Board, subject to a determination of the Board whether to accept the offer of resignation. Following the tender of offer of resignation by Dr. Kadri and in accordance with the Policy, the Committee (with Dr. Kadri recusing herself) considered the offer of resignation at a meeting on April 14, 2026. Based upon, among other things, the skills and qualifications of Dr. Kadri to be a member of the Board, her past contributions to the Board, and the belief that the “withheld” votes for Dr. Kadri, who is a highly valued member of the Committee, were primarily reflective of stockholder views regarding the Company’s dual class capital structure and not because of any specific objection to Dr. Kadri, the Committee recommended that the Board reject the offer of resignation. At a meeting of the Board on April 14, 2026, the Board (with Dr. Kadri recusing herself) reviewed and considered the Committee’s recommendation and, based on the recommendation of the Committee and its reasons for the recommendation, unanimously rejected the offer of resignation of Dr. Kadri.Super Micro Computer, Inc. (SMCI): classified: Charles Liang (CEO/Chair) 16% no; Tally Liu 29% no; Sherman Tuan 39% noBroadcom Inc. (AVGO): Harry L. You 26% noADOBE INC. (ADBE): Frank Calderoni 12% no; Amy Banse 15% no; Daniel Rosensweig 31% noOther stuffTexas Capital Bancshares: Redomestication (Delaware to Texas): 55% NOSubject to stockholder approval of the Texas Redomestication Proposal, the Board is requesting that stockholders provide their approval to raise the ownership threshold to submit shareholder proposals from the current level provided under SEC Rules to three percent (3%) (or$1M) of the outstanding shares: 87% noEven the "procedural" Proposal 6 failed (31.08%), meaning shareholders didn't even want to give management extra time to lobby for the other failing items: 69% noUpcoming Meetings (April 27-May 1)Upcoming Annual Shareholder Meetings: April 2026Company NameMeeting DateMarket CapGenuine Parts CompanyApril 27, 2026$20.6 BillionWells Fargo & CompanyApril 28, 2026$284.9 BillionConstellation Energy CorpApril 28, 2026$68.2 BillionCorteva Inc.April 28, 2026$41.3 BillionExelon CorporationApril 28, 2026$36.7 BillionThe Coca-Cola CompanyApril 29, 2026$271.4 BillionAmeriprise Financial, Inc.April 29, 2026$47.2 Billion<THE BIG VOTE BUMPER>THE BIG VOTEWELLS FARGOAGM Date: April 28, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 9%Fidelity 6%Performance outliers:Overall: All between .214 and .320EBITDA ..Carbon ..TSR ..Controversies ..Board stuffCommitteesAudit (a)Human Resources (c)Governance & Nominating (n)Finance (f)Risk (r)FFA Skills (Non-Executive DIrectors)Economics and Accounting 23%Mechanical 15%Building and Construction 5%Public Safety and Security 5%Proxy SkillsGender Power Gap -17%OtherTop 6 influencers are men with aggregate 72%DIRECTORSSteven D. Black 73/2020/m fnc 10%Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorganPrior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. Votes Against Last AGM: 3% noMark A. Chancy 61/2020/m af 3%Former Vice Chair, SunTrust BanksPrior Public Company Directorships: EVO Payments, Inc.Votes Against Last AGM: 2% noTheodore F. Craver, Jr. 74/2018/m Afn 9%Former Chair/CEO, Edison InternationalOther Current Public Company Directorships: Duke Energy Corporation (Independent Chair, corporate governance committee chair; compensation and people development committee)Prior Public Company Directorships: Edison International; Health Net, Inc.Votes Against Last AGM: 3% noRichard K. Davis 68/2022/m Nr 8%Former CEO, Make-A-Wish America; Former CEO/Chair, U.S. BancorpOther Current Public Company Directorships: Mastercard Incorporated (human resources and compensation committee chair; nominating and corporate governance committee); Dow Inc. (and its predecessor entities) (Lead Director; audit committee chair; corporate governance committee)Prior Public Company Directorships: Xcel Energy; U.S. BancorpVotes Against Last AGM: 2% noFabian T. Garcia 66/2024/m f 4%Global President, Personal Care, Unilever PLC Prior Public Company Directorships: Arrow Electronics, Inc.; Kimberly-Clark Corporation; Revlon, Inc.Votes Against Last AGM: 2% noWayne M. Hewett 61/2019/m Fcr 11%Senior Advisor, Permira; former CEO, Klöckner Pentaplast Group and Arysta LifeScience CorporationOther Current Public Company Directorships: The Home Depot, Inc. (leadership development & compensation committee chair; audit committee); United Parcel Service, Inc. (audit committee); Resolute Holdings Management, Inc. (audit committee)Other Leadership Service: Cambrex Corporation (Board Chair); Quotient Services (Board Chair)Votes Against Last AGM: 5% noCeCelia G. Morken 68/2022/f an 6%Former CEO, Headspace; former EVP, IntuitOther Current Public Company Directorships: Genpact Ltd (audit committee; compensation committee)Prior Public Company Directorships: Alteryx, Inc.Votes Against Last AGM: 3% noMaria R. Morris 63/2018/f Rc 3%Former EVP and Head, Global Employee Benefits business, MetLifeOther Current Public Company Directorships: S&P Global Inc. (nominating and corporate governance committee chair; executive committee; finance committee); The Allstate Corporation (compensation and human capital committee; nominating, governance, and social responsibility committee)Votes Against Last AGM: 4% noFelicia F. Norwood 66/2022/f r 0%Chief Health Benefits Officer, Elevance Health, Inc.Prior Public Company Directorships: Hill-Rom HoldingsVotes Against Last AGM: 2% noRonald L. Sargent 70/2014/m Can 15%Chair/former Interim CEO, The Kroger Co.; Former CEO/Chair, Staples, Inc.Other Current Public Company Directorships: Five Below, Inc. (compensation committee chair; nominating & governance committee); The Kroger Co. (Board Chair)Prior Public Company Directorships: Staples, Inc. (Board Chair); Home Depot, Inc.; Mattel, Inc.Votes Against Last AGM: 10% noCharles W. Scharf 61/2019/m 19%Chair (2015-)/CEO (2019-), Wells Fargo; former CEO/Chair The Bank of New York Mellon Corporation; former CEO VisaOther Current Public Company Directorships: Microsoft Corporation (compensation committee; governance & nominating committee)Prior Public Company Directorships: The Bank of New York Mellon Corporation (Board Chair); Visa, Inc.Votes Against Last AGM: 2% noSuzanne M. Vautrinot 66/2015/f r 7%President, Kilovolt Consulting, Inc.; former Major General and Commander, U.S. Air Force, Air Forces Cyber and Air Force Network Operations Other Current Public Company Directorships: CSX Corporation (audit committee; governance committee); Ecolab Inc. (safety, health & environment committee chair; audit committee); Parsons Corporation (corporate governance & responsibility committee chair; audit and risk committee)Prior Public Company Directorships: NortonLifeLock Inc.Votes Against Last AGM: 3% noSAY ON PAY8% NO 2025CEO Pay Ratio 1,152:1; $94,522,642:$82,044TSR1-Year TSRAbsolute TSR: 26%Relative TSR: 25th percentileRank: 7 out of 93-Year TSRAbsolute TSR: 128%Relative TSR: 46th percentileRank: 7 out of 125-Year TSRAbsolute TSR: 224%Relative TSR: 64th percentileRank: 5 out of 12Board approved total compensation:$31.2 million for performance year 2024$40.0 million for performance year 2025special $60M equity award to CEO $9M retention cash award to Kleber SantosRelative Return on Tangible Common Equity (ROTCE) Payout: 25th percentile: 50%50th percentile: 100% SHPsIndependent Chair, National Legal and Policy CenterGovern by Majority Vote, John CheveddenEnergy Supply Ratio, The Comptroller of the City of New YorkEnergy Supply Ratio 18% YES in 2025High-Carbon Financing Litigation Risks, As You SowBoard Committee on Indigenous Peoples’ Rights, American Baptist Home Mission SocietiesRespecting Vendor Civil Liberties, Ridgeline Research/American Conservative Values ETF2025 SHPsEnergy Supply Ratio 18% YESPrevention of Workplace Harassment 15% YESRespecting Indigenous Peoples’ Rights 12% YESCongruency of Political Spending 11% YESMattA Wells Fargo Blame game: shareholder proposal editionNational Legal and Policy Center36 filing mentions in 2026Shareholders request the Board of Directors (“Board”) of Wells Fargo & Company (“Wells Fargo” or “Company”) adopt as policy, and amend the governing documents as necessary, to require hereafter that that two separate people hold the office of Chairman of the Board (“Chair”) and the office of the Chief Executive Officer (“CEO”)On July 29, 2025, the independent members of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”), consistent with the recommendation of the Human Resources Committee of the Board (the “HRC”), awarded Chief Executive Officer and President Charles W. Scharf a one-time equity award (the “Award”), consisting of Restricted Share Rights (“RSRs”) with a grant date value of approximately $30 million and 1.046 million Stock Options (“Options”).On July 29, 2025, the Board approved and adopted the Company’s By-Laws (as amended and restated, the “By-Laws”), effective immediately. Among other things, the amendments remove the requirement that the Chairman of the Board be an independent director. The Board also amended the Company’s Corporate Governance Guidelines (the “Guidelines”) to, among other things, require a Lead Independent Director if the Chairman of the Board is not independent. Consistent with this change, the independent directors of the Board intend to appoint Mr. Scharf as Chairman of the Board, and to appoint a Lead Independent Director of the Board.WHO DO YOU BLAME?If you’re voting for this SHP, you HAVE TO CONSIDER voting against the people who adjusted the bylaws in 2025 to recombine the CEO/chair role, right? The people made the decision:Chair Steven BlackRelinquished his role - was chairAnd no wonder - Black worked at JPM with Scharf, they were both CEOs of divisions - and Black was added to the board BY ScharfBlack by far the highest paid director both this year and last - over 600k in summary reported pay, high even for a chair, with realized pay much greaterBlack on the human resources committee of the boardThe ENTIRE boardThe ENTIRE BOARD was present for the switch - there are no new membersThe board response includes this line: “Unless the Board Chair is independent, our Corporate Governance Guidelines require the annual selection, by the Board’s independent directors, of a Lead Independent Director, whose key responsibilities are described in our Corporate Governance Guidelines”They are using as a justification for rejecting the separation of CEO and Chair the governance language they themselves added last year - like saying “we’re just following the rules” right after you set the rulesCharlie ScharfWent from 19% influence to 24% influence with the chair change, and oddly it came at the expense of Ronald Sargent (from 15 to 14) and Wayne Hewett (from 11 to 10) while HELPING Steven Black (from 10 to 11)This was pure power consolidation for the CEO - side-moting Black, his friend, and taking another role himself effectively consolidated power between himself and BlackChairman and co-founder of NLPC Peter FlahertyWho unironically is now running headlines about NLPC’s attempts to separate CEO and board chairs while being a CEO and board chair of his non profitJohn Chevedden239 filing mentions in 2026Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable lawsSimple majority actually won already, but Wells Fargo didn’t actually have enough votes present at the meeting to meet the actual threshold required - Chevedden is demanding they adjourn the meeting and get enough votes present, to which Wells Fargo says it’s too expensive and hardWHO DO YOU BLAME?InvestorsFirst, they don’t actually show up - the fact that over one fifth of investors don’t vote at all is laughableSecond, in 2024, the one remaining element that required a supermajority to overturn, the Local Directors clause in the by laws, got 78.7% instead of 80%John CheveddenI get the principled stand of majority voting for ALL amendment changes, but I’m unclear where and when the last remaining bylaw that requires supermajority ever is triggeredThe “Local Directors” clause states:If the company buys >50% of voting stock of a financial institution AND if the company explicitly agrees to abide by the Local Directors bylaw, Wells Fargo then HAS to cast its votes such that 75% or more of the subsidiary board of directors are residents of the city where the subsidiary is headquarteredThe bylaw generally exists to support local banks from massive institutional takeover, even though it has a supermajority requirement for overturningI’m not exactly sure why anyone cares about this? Is this just a copy/paste? The investor downside is no control over a local bank (which, OK, fine) but the control is in favor of a community over profit (which, yes, good?) and a smaller, parochial talent pool (which, so??)It’s a Wonderful LifeIf you sided with Potter - profit over community - this is the George Bailey clauseThe Comptroller of the City of New York11 filing mentions in 2026Shareholders request Wells Fargo & Company (“Company”) disclose annually its Energy Supply Ratio (“ESR”), defined as its total financing through equity and debt underwriting, and project finance, in low-carbon energy supply relative to that in fossil-fuel energy supply. The disclosure, prepared at reasonable expense and excluding confidential information, shall describe Company’s methodology, including what it classifies as “low carbon” or “fossil fuel.” Company should include lending in its ESR if methodologically soundAt least second time in as many years for this proposal - basically it’s a request for how much fossil fuel funding relative to renewable funding the bank does17% support in 2024, which is not nothing - and honestly, doesn’t the bank have this information handy?WHO DO YOU BLAME?The 2021 Wells Fargo boardFrom the 2021 proxy: On March 8, 2021, Wells Fargo announced a major step in our efforts to support the transition to a low-carbon economy by setting a goal of net-zero greenhouse gas emissions – including our financed emissions – by 2050. To help meet this ambitious goal, Wells Fargo will, among other things, measure and disclose financed emissions for select carbon-intensive portfolios; set interim emission reduction targets; deploy more capital to finance climate innovation; and continue to work with our clients on their own emissions reductions efforts. Wells Fargo also will launch an Institute for Sustainable Finance to manage the deployment of $500 billion of financing to sustainable businesses and projects by 2030.By the end of 2025, they were 53% of the way to the $500bn goal by double counting - 63% of their current financing toward the goal were jointly underwritten loans, so they raised much much less.Wells Fargo was the first major US bank to abandon the net zero goal entirely and quit everythingIf the board from 2021 hadn’t set such an ambitious greenwashy goal, this board wouldn’t have to deal with these proposals. Oh, wait… Suzanne Vaturinot and Wayne HewettIf you’re going to vote FOR this, don’t you also vote AGAINST the directors who helped make Wells Fargo less transparent, set overripe press-release-y goals, and scrap everything as soon as the tide shifted?Black, Chancy, Craver, Hewett, Morris, Sargent Scharf, Vautrinot - 67% of the board today SET THESE TARGETSIncluding TWO members today (Vautrinot and Hewett) who were on the three person now dead Corporate Responsibility committeeFernando Rivas, head of Investment BankingHe doesn’t have one analyst who can spend 14 minutes preparing this? He was awarded $16m in stock in 2024 - as much as Scharf was awarded in 2023 - and he can’t afford an Upworker to get this info?They actually claimed in the response that BloombergNEF already OFFERS this ratio - does Fernando not have a Bloomberg account?As You Sow34 filing mentions in 2026Shareholders request that Wells Fargo issue a report, at reasonable expense and excluding confidential information, that evaluates and describes the range of climate-related litigation risks associated with its financing of high-carbon activitiesSee above for the dissolution of climate targets entirely, but As You Sow is smart enough to put in cases relevant to the ask… sort of? They cite ongoing cases and BNP Paribas and ING Bank, where plaintiffs Oxfam and Dutch activists are suing the banks - two EU banks with two EU activist orgs doesn’t exactly sound like a real likely outcome for Wells Fargo?WHO DO YOU BLAME?See above - all the same people, with one additionAmerican Baptist Home Mission Societies1 filing mention in 2026American Baptist is basically the nuns - religious groups for environmental and social justiceShareholders request the Board of Directors of Wells Fargo & Company charter a new committee of independent directors on Indigenous Peoples’ Rights to oversee the Company’s management of actual and potential adverse impacts on Indigenous Peoples arising from its financing activities. This oversight should include general corporate and project-specific financing. The committee charter should authorize the committee to meet with affected Indigenous rights-holders, communities, employees, customers, and other relevant stakeholders, and to retain independent experts as neededIn January 2025, WFC disbanded the Corporate Responsibility Committee and “folded” it into the Governance & Nominating CommitteeIt had been a woman-only committee - Celeste Clark chaired (no longer on the board), CeCe Morken, Felicia Norwood (the one black person on the board), and Suzanne VautrinotThe ask for an additional committee substantially duplicating what would have squarely fit in the existing committee that is now dissolved is headscratching, as WFC has shown it doesn’t care about stakeholders - but if you want to vote for this, you should be voting out the directors who made it necessary to create a new committeeWHO DO YOU BLAME?Steven Black, then board chairWhen Black was board chair, this would have been under his purview to dissolve the committeeCharlie SharfNothing actually happens without CEO clearanceCeCe Morken, Felicia Norwood, and Suzanne VautrinotThe members of the committee - that allowed themselves to be dissolved. Vautrinot also set Wells Fargo up for dissolving the committee in the first place - she was on the Corporate Responsibility committee when it set the lofty greenwashy goals in 2021, and sat on it all the way through dissolutionCommittee was formed in January 2011Ridgeline Research LLC / American Conservative Values ETF49 and 61 filing mentions in 2026Shareholders request the Board of Directors of Wells Fargo & Company conduct an evaluation and issue a report within the next year, at reasonable cost and excluding confidential information, assessing how the Company’s DEI requirements for vendors, suppliers, and contractors impacts Wells Fargo & Company legal, reputational, operational, and other relevant risks related to discrimination against individuals based on their race, color, religion (including religious views), sex, national origin, or political viewsDEI! Ridgeline/American Conservative Values is run by William Flaig and is the only investment “research” firm I’ve seen with a “Political Research Consultant” listed among the leadership (three white dudes - Tom Carter, Don Irvine)Three white dudes are asking WFC to issue a report on how having DEI requirements causes reputational risk of discrimination against white dudes and conservatives - standard conservative fare at this point, but… WHO DO YOU BLAME?Felicia NorwoodShe manages benefits at Elevance Health, is one of three board members without either financial services OR accounting/reporting experience per the filing’s self reported skills matrix - and the other two are the Hispanic man and another womanShe’s a black woman - definitionally, if you are FOR this proposal you are likely against black women in these roles given they are clearly not qualifiedShe was added in 2022, in the height of DEI feverRichard DavisChair of the Governance Committee that ostensibly oversees this as an issue (governance, supplier relations) from the board since the Corporate Responsibility committee was dissolvedCEO of Make-A-Wish, which sounds wokeTed CraverOn pure numbers, since we’re worried about the meritocracy and discrimination, Craver should fail:337 overall batting average, including 094 career controversies average8 human rights flags (which include issues related to discrimination), and in his tenure at the company he’s been flagged twice for being in the bottom quartile of TSRHe’s 74 years old with an 8 year tenure and 9% influence, is connected to 15% of the board and was tagged as being a “deferential director” - less likely to represent shareholders than managementGot an MBA but was CEO of a public utility, nothing in financeCharlie ScharfThat’s the Proxy Countdown for the week of April 20, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
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 companiesThe wild wild west of CFO transitionsSnap’s AI-branded mismanagement umbrellaShareholder Proposals are becoming old-fashioned againAnd on The Big Vote, Matt finally digs into wayward bandaids<TRADE WIRE BUMPER>Trade WireTop Stories:30 Filings since April 8The headlinesDOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive ChairKaren is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA).She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizationsCarter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officerappointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot8 CFO transitionsFEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successorCorebridge Financial: Interim CFO received (i) a $750K special retention equity award and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.Meta Platforms: directors Hock E. Tan and Tracey T. Travis are resigningHock, the CEO of Broadcom, lasted for only 2 years and bounced right after Meta said it agreed to deploy 1 gigawatt of custom artificial intelligence chips using Broadcom technology as part of a multi-gigawatt dealDown to 2FMetaWith Tracey T. Travis resigning, Meta’s board will–brace yourself–have only 2 female directors. But don’t worry they still have:Dana White (domestic violence)Tony Xu (Bro Culture allegations about DoorDash work cultureMarc Andreessen: leading anti-DEI voice in Silicon Valley: stating that the programs are "discriminatory against merit"Peggy Alford was an executive at the Chan Zuckerberg InitiativeZuckStupid moneyTENET HEALTHCARE: Paola Arbour will retire from her role as CIO but will remain employed on a part-time basis in a non-executive role through April 1, 2028 to provide continuing transition services and support. Under the Agreement, Ms. Arbour will receive a weekly salary of $820. In addition, she will remain eligible to participate in the Company's medical, dental and prescription benefits, and will continue to vest and receive service credit under the Company’s Executive Retirement Account through April 1, 2028.AeroVironment: Brad Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hourAlphabet Inc.: equity awards for non-CEO NEOs: $130M total for 4 NEOs and an additional $22M "transition amount" following the discontinuation of the SVP Bonus program in 2025. MARSH & MCLENNAN: Mark McGivney was appointed COO and CFO and will get $10M golden hello equity award<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHSnap plans to lay off 16% of its employees, around 1,000 people, citing “rapid advancements in artificial intelligence.”Snap’s layoffs follow demands last month from Irenic Capital Management, an activist investor whose portfolio manager wrote a letter to the Snap CEO Evan Spiegel, calling on him to reduce costs and headcount while criticizing the company’s current strategy.In Spiegel’s memo to staff, he claimed that the layoffs would move Snap towards profitability and suggested that artificial intelligence could fill the lack of human labor.CarMax will add two members to its board following discussions with activist investor Starboard Value, which agreed to withdraw its director nominations ahead of the company’s annual shareholder meetingThe new board members will be Jim Kessler and William Cobb, the latter of whom was one of Starboard’s two nominees to the boardInvestor services and proxy advisory company Institutional Shareholder Services (ISS) announced that it has filed a federal lawsuit aimed at challenging a new Indiana law – that has been replicated in several states – that would require proxy advisers to provide what it called “a regime of state-law mandated warnings” when recommending voting against company management. Essentially: a Pledge of Allegiance to the Anti-WokeThe new law, introduced and passed earlier this year, requires proxy advisors recommending votes against management policies to make disclosures to clients and to the company if the recommendation is not based on a “written financial analysis” that considers the short term and long term financial benefits and costs of the proposal, and if the analysis has been made, to make it available upon request <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 7 meetings market cap over $1 billion total SHPs: 2LENNAR CORPEqual Voting Rights for Each Share-John Chevedden 37% yesDisclosure of Voting Results by Share Class-Treasurer of the State of Illinois 25% yes; used a Sonnenfeld paper to defend SHP 1 1 pay over 10% NO COOPER COMPANIES: 10% noDirectors 8 over 10% Biglari Holdings: whole board (including Sardar Biglari) averaged about 12% NOSardar Biglari owns 73%LENNAR CORPJeffrey Sonnenfeld 19% no (HIGHEST)Stuart Miller 14% noOther stuffUpcoming Meetings (April 20-24)16 AGMs2 special including KKR: as part of 12/31/26 sunsetting of KKR’s dual class shares: it can be done, people7 of 14 companies have SHPs: 9 SHPs total7 G1 H1 S: NC State Sen. Julie Mayfield at HCA Healthcare: report describing the healthcare consequences and impacts its hospital acquisitions in the last decade have had on impacted communities: including (i) the number of physician departures post-acquisition; (ii) a comparison of pre- and post-acquisition patient satisfaction ratings; (iii) a comparison of the number of staff per occupied beds pre- and post-acquisitionCompany NameMeeting DateMarket CapSHPsDomino’s PizzaApril 21, 2026$16.4B2: GGKKR & CoApril 21, 2026$94.7BSpecial: as part of 12/31/26 sunsetting of KKR’s dual class sharesNorthern Trust CorpApril 21, 2026$19.2B0U.S. BancorpApril 21, 2026$68.5B0PSE&GApril 21, 2026$38.3B0MSCI Inc.April 21, 2026$43.6B0Fifth Third BancorpApril 21, 2026$26.8B0Sherwin-WilliamsApril 22, 2026$92.4B1: GLevi Strauss & Co.April 22, 2026$8.2B1: HJohnson & JohnsonApril 23, 2026$578.3B0: GPfizer Inc.April 23, 2026$162.5B1: GHCA HealthcareApril 23, 2026$88.1B2: SG: NC State Sen. Julie MayfieldWarner Bros. DiscoveryApril 23, 2026$21.4BSpecial: MergerEdison InternationalApril 23, 2026$31.9B1: GAbbott LaboratoriesApril 24, 2026$204.7B0Stanley Black & DeckerApril 24, 2026$14.8B1: G<THE BIG VOTE BUMPER>THE BIG VOTEJOHNSON & JOHNSONAGM Date: April 23, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 8%State Street 6%Performance outliers:Overall: .Joaquin Duato .348EBITDA .565Mark McClellan .244Carbon .664Paula Johnson .127TSR .490Joaquin Duato .349Controversies .288Jennifer Doudna .017, Marillyn Hewson .041, Paula Johnson .074, Joaquin Duato .078Board stuffCommitteesAudit (a)Compensation & Benefits(c)Nominating & Corporate Governance (n)Regulatory Compliance & Sustainability (s)Science & Technology (t)Also: Finance (f) AND Special Committee – Orthopaedics Separation (o)FFA Skills (Non-Executive DIrectors)Economics and Accounting 16%Law and Government 11%Building and Construction 10%Biology 8%Mechanical 6%Medicine and Dentistry 6%Proxy SkillsAcademia/Government: 7 out of 12Digital: 4 out of 12Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacyExecutive Leadership: 11 out of 12Financial: 8 out of 12Healthcare Industry: 8 out of 12International Business/Strategy: 8 out of 12Marketing/Sales: 5 out of 12Regulatory: 8 out of 12Science/Technology: 5 out of 12Advanced scientific or technological degree and related work experience in a scientific or technological fieldGender Power Gap -9%Board power: LD and CEO: 42%DIRECTORSMary C. Beckerle, Ph.D. 71/2015/f St 4%University of Utah, Distinguished Professor of Biology and Oncological SciencesOther Public Company Boards: Exelixis (since 2024); Huntsman Corporation (since 2011)Votes Against Last AGM: 3% noJennifer A. Doudna, Ph.D. 62/2018/f ns 5%University of California, Berkeley: Principal Investigator, Doudna Lab; Founder, Innovative Genomics Institute; Nobel Prize Recipient in Chemistry (2020)Other Public Company Boards:Tempus AI, Inc. (since 2024)Votes Against Last AGM: 2% noJoaquin Duato 63/2022/m F 25%Chair/CEOOther Public Company Boards: Hess Corporation (2019-2022)Votes Against Last AGM: 8% noMarillyn A. Hewson 72/2019/f Ncfo 17%Lead Independent DirectorFormer CEO/Chair Lockheed MartinOther Public Company Boards: Chevron Corporation (since 2021); Lockheed Martin Corporation (2012-2021)Votes Against Last AGM: 3% noPaula A. Johnson, M.D. 66/2023/f ns 3%Wellesley College, PresidentOther Public Company Boards: Abiomed, Inc. (2020-2022); Eaton Vance Corp. (2018-2022); West Pharmaceutical Services (2008-2021)Votes Against Last AGM: 2%Hubert Joly 62/2019/m Ano 12%Former CEO/Chair Best BuyOther Public Company Boards: S&P Global, Inc. (since 2026); Ralph Lauren Corporation (2009-2025); Best Buy Co., Inc. (2012-2020)Votes Against Last AGM: 3% noMark B. McClellan, M.D., Ph.D. 62/2013/m st 5%Duke University: Director, Duke-Robert J. Margolis, MD, Center for Health PolicyOther Public Company Boards: Alignment Healthcare (since 2021); Cigna Corporation (since 2018)Other affiliations: Director, Research! America; Chair, National Academy of Medicine, Consortium for Value and Science-Driven Healthcare; Director, National Alliance for Hispanic Health; Director, PrognomIQ, Inc.; Director, United States of Care; Co-Chair Guiding Committee, Health Care Payment Learning and Action NetworkVotes Against Last AGM: 3% noJohn G. Morikis 62/2025/m ac 14%Former CEO/Chair Sherwin-Williams CompanyOther Public Company Boards:General Mills, Inc. (since 2024); United Parcel Service, Inc. (since 2025); Whirlpool Corporation (since 2025)Votes Against Last AGM: n/aDaniel E. Pinto 62/2025/m aco 0%COO JPMorgan ChaseOther Public Company Boards: noneVotes Against Last AGM: n/aMark A. Weinberger 64/2019/m aoS 7%Chair/CEO Ernst & YoungOther Public Company Boards: JPMorganChase (since 2024); MetLife Inc. (since 2019); Saudi Aramco (since 2019); Accelerate Acquisition Corp. (2021-2022)Votes Against Last AGM: 5% noNadja Y. West, M.D. 64/2020/f sto 4%U.S. Army (retired) Lieutenant GeneralOther Public Company Boards: Nucor Corporation (since 2019); Tempus AI, Inc. (since 2024); Tenet Healthcare Corporation (since 2019)Votes Against Last AGM: 3% noEugene A. Woods 61/2023/m Sc 5%CEO Advocate HealthOther Public Company Boards: Best Buy Co., Inc. (2018-2024)Votes Against Last AGM: 4% noSAY ON PAY9% NO 2025Half of LT equity based on Relative TSR: “If TSR is negative, the percentage of target earned based on TSR performance is capped at 100%.”CEO Total direct compensation 2023 to 2025: $21,634,615…$24,580,000…$27,142,000Total summary: $24.3M 2024 to $32.8M in 2025personal use of corporate aircraft of $161,687, and personal and home security services of $367,977360 to 1 CEO pay ratioSHPIndependent Board Chair, The Accountability BoardHuman Rights Impact Assessment: 11% YES in 2025Golden Parachutes: 5% YES in 2025MATT:SHOT CLOCK: 30 MINStockUp 52% 1Y, 44% 5Y64th straight year of dividend increase2024 PE was around 10x, now to 20x - spun Kenvue, went all in on bigger long term drug bets and shed “stability”So if you’re basically betting the stock price and story on big future bets AND still selling the idea of “stability” with dividends but spun off the stable revenue generator of Kenvue, you have some new risk:Dividend eats ability to make the big bets - short change the big bet costs for dividends to placate investorsBig bets eat dividends - you need the big bets to pay, if they don’t you take from investors to fund itSo you need a “big bet board”, right? You need a board that knows the pipeline of drugs, values it properly balancing investor risk, and has a long view of the potential returnsBig bet board, or big friend board?Drug company making big drug bets should probably have medicine/drug experts:First thing worth noticing - why are 80% of the MD/PhD members of the board women, but only 41% of the board is women?Men: Best Buy, Sherwin Williams, JPM, EY, Duke Professor of Medicine and Policy, Advocate Health (black man)Women: Professor biology, professor biochemistry/biophysics, Lockheed Martin, president Wellesley (black woman), Army surgeon (black woman)Marillyn Hewson only woman without a PhD, was CEO of Lockheed which is incongruous to JnJDoes any one board encapsulate the gap between male board standards and female board standards better?Here’s a game - guess who doesn’t have the skill:If you guessed the CEO does NOT HAVE ADVANCED SCIENTIFIC DEGREE OR RELATED WORK EXPERIENCE, you’d be correctSpeaking of qualifications, here is the board skill requirements for a position:“Have expertise and experience relevant to our business and the ability to offer advice and guidance to the CEO based on that expertise and experience.”So explain John Morikis - who spend 40 years at Sherwin Williams and has no other experienceIf CEO/leadership is his core value add, you kind find CEOs everywhereSkills matrix give Morikis “Healthcare Industry” experience - he has board positions at UPS, General Mills, Whirlpool, and Chairman of the Board of Directors for University Hospitals Health System, IncUH is based in Ohio - where Morikis is from - and the qualifications to join the board is be rich and be from OhioIt’s a fundraising gig conflated into Healthcare Industry experience for the skills matrixAll of Morikis’s other skills are marketing, international business, and finance - which accounts for virtually 70% of large cap US company board experience - the talent pool is massiveSo then REALLY why Morikis?Morikis on UH board with Chris Gorman from Keycorp who’s on Business Roundtable with Marrilyn HewsonMorikis’s board member Jeff Fettig was on board of Dupont with… Marrilyn HewsonBig friend LID? What’s the point of a retirement age when the LID Marrilyn Hewson says in the opening letter:“Fostering innovation and continuing this level of performance requires the right mix of expertise and leadership on our Board. To that end, we are pleased to have elected two exceptional new Directors in 2025 — Daniel Pinto and John Morikis. I was personally inspired by the independent Directors' decision to extend my eligibility to serve on the Board for two years beyond the Company's retirement age. I will continue to prioritize engagement with our shareholders and solicit feedback as we strive to maintain the highest standards of governance for the Company.”Power gapsCommittee Chairs:Audit (man), Nom (only woman without a PhD/MD), Comp (man), Regulatory (man), Finance (man), Science (woman, and a five person committee with four women and the one dude PhD)Fun with charts:Joly considered “academic” for giving guest lectures at Harvard - the others are ACTUAL PROFESSORSBrian Hemphill award for overboarding goes to…CEO Duato: JNJ, Business Council, Business Roundtable, New Jersey CEO Council, Spain-US Chamber of Commerce (5 roles)Mark McLellan (longest tenured director): Duke Center for Health director, professor, Alignment Healthcare, Cigna (public companies), Director Research! America, Chair National Academy of Medicine, Director National Alliance for Hispanic Health, Director PrognomIQ, Director United States of Care, Co-Chair Guiding Committee Health Care Payment Learning Action NetworkMark Weinberger: JM, MetLife, Saudi Aramco, Senior Advisor to Tanium, Senior Advisor to Stone Canyon Industries, Senior Advisor to Teneo, Director NBER, Director JUST CapitalNadja West: Nucor, Tempus AI, Tenet Healthcare (public), Trustee Mount St Mary’s, Trustee National Recreation Foundation, Trustee Center for Naval Analysis, Trustee Olmsted FoundationOverlap alertEVERYWHERE - this board is so connected it’s impossible to list it allMost not trying to hide it: Jennifer Doudna on Tempus AI with Nadja WestHubert Joly CEO and chair of Best Buy when Eugene Woods was on boardGAME TIMEVerdict 1: This is not a big bet boardYes, low tenure, yes power dispersion, but NO ONE WITH CORE SKILL has power hereThis ia board’s board more than a future proof board - these are fiscal managers who are largely deferential to management and care more about stability than big twistsVerdict 2: This is traditional overpayerAdvanced metrics show them as overpaying atypical board - they’re paying Duato for eventual performance not current performance - revenue growth is steady but low, TSR is built on the back of eventual returns and PE expansion, not growthSettling corporate problems (vaginal mesh, baby powder) and spinning off Tylenol isn’t a solution to the big bet future and not something you pay a CEO to do - pay jury verdicts (losing) and sell stable assetsVerdict 3: This board is too busy to pay attention anywayVOTE:NO on Marrilyn HewsonStop extending her as LID and ignoring the retirement age for a woman who’s core skill was manufacturing weapons and building connections in government and on boards - also on the pay committeeNO on MorikisWe need the board slot for director whose core skill is in drug big bets, not paint - also on the pay committeeNO on Woods and PintoRound out the pay committee with chair Eugene Woods and member Dan Pinto - if you don’t like pay, you vote against the committee that set the payNO on PayYES on the one shareholder proposal - independent board chairThere is principally zero reason for a CEO who’s been at the company for 30 years, who had bosses, to not need a boss now in the board. He doesn’t have to be chair - he also was at the company on the pharma and consumer health businesses during vaginal mesh and baby powder problems, yeah? Give him a boss.That’s the Proxy Countdown for the week of April 13, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward Kenvue BandAids
April 9, 202651 min
Adobe’s succession vote, plus Paramount’s whistleblower, BP’s new CEO, AI’s proxy tilt
Trade Wire - BUY/SELLTOP STORIESproxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31THE HEADLINESJeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violationsShell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules.Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee.The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.”His future at Paramount has been in question since the company beat Netflix in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month.Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M:$5M Cash Severance ($3.5M salary + $1.5M bonus)$11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M)12 months of COBRA benefits COBRA/Subsidies ~$30,000According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or of the Executive”BP's new CEO Meg O'Neill began her stint on April 1st. She is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major.Two OpenAI Execs Are Going on Medical LeaveThe company’s chief marketing officer Kate Rouch is reportedly stepping down to recover from cancer.And Fidji Simo, OpenAI’s CEO of artificial general intelligence development — and arguably one of the AI company’s most important cogs — is taking medical leave.“For my entire time here, I’ve postponed medical tests and new therapies to stay completely focused on the job and not miss a single day of work”DOWN TO 2FGlobal Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone)Trade Desk:4 directors have left since March 19Kathryn Falberg: Resigned effective March 23, 2026Lise Buyer: Resigned effective April 3, 2026AppLovin: Alyssa Harvey Dawson resigningSTUPID MONEYBunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman2 $3M golden parachutes at WhirlpoolJames Peters, formerly Chief Financial and Administrative Officer, Whirlpool AsiaAlessandro Perucchetti, formerly President, Whirlpool North AmericaBroadcom: New CFO Amie Thuener ($35.4M equity/$1M cash)Oracle: New CFO Hilary Maxson golden hello: $250K relocation costs; $26M equity (80% time-based).Ms. Maxson will be able to select the equity vehicle for the Equity Grant as either: (1) 100% stock options, or (2) 50% stock options and 50% restricted stock unitsCapital One Financial: special $2M equity award to Chief Enterprise Services Officer and Chief of Staff to the CEO Frank LaPrade: “in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company”THE ODDITIESNatera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGMHUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHProxy adviser ISS recommended a vote against the BP board for revoking two resolutions from 2015 and 2019 requiring company-specific climate reporting which passed with near 100% support at the time.At the same time, Activist shareholder Follow This agreed with ISS and warned of possible legal action after BP refused to put a separate shareholder resolution on the agenda of its April 23 AGMShah Capital is renewing its fight to revamp the leadership of Novavax, saying the current board has overseen a “destruction of shareholder value.”Shah Capital, which owns 9% of Novavax’s stock, will vote against the re-election of board nominees and vote NO on Executive Pay, but will not be starting a proxy fight because it will be in the minority “against an entrenched eight-member board.”But why is it entrenched exactly? Nine members: CEO John Jacobs (2023), Chair David Mott (2020), 7 total since 2020, and only 2 women to push around And lastly, New Analysis Finds AI Tilts Towards Shareholder Activists in Proxy VotingAI is currently more likely to support an activist's case for change than an incumbent Board and management team. On average the models recommended just 37% of votes for companies' entire director slates – substantially lower support than ISS and Glass Lewis, which have historically recommended all-management votes in the majority of contests, as well as actual election outcomes. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 4 meetings since 3/31/26: leagues 3 and 4 Companies with SHPs: 1Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer ResearchSay on Pay: 2 over 10% NO; 0 over 15%Hewlett Packard 26%Cooper Companies 10%Directors: 96% average YES: 0 directors over 10% NOHewlett Packard: 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no payUpcoming MeetingsApril 14 Moody's Corporation $82.4 BillionApril 14 BNY Mellon (The Bank of New York) $63.8 BillionApril 15 Adobe $215.3 BillionApril 16 Synopsys $85.9 BillionApril 16 Humana $17.4 BillionApril 16 PPG Industries $32.1 BillionApril 16 HP $30.2 BillionApril 17 The Boeing Company $110.6 Billion<THE BIG VOTE BUMPER>THE BIG VOTEADOBEAGM Date: April 15, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 9%Performance outliers:Overall: .629Dheeraj Pandey .463EBITDA .765Dheeraj Pandey .068Carbon .762David Ricks .410TSR .418Dheeraj Pandey .266Controversies .671David Ricks .282Board stuffCommitteesAudit (a)Executive Compensation (c)Governance & Sustainability (n)Skills (Non-Executive DIrectors)Economics and Accounting 22%Computer and Electronics 8%Communications and Media 5%Medicine and Dentistry 5%Technologist: Directors with expertise in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development3/11 directors: lowest categoryAI Experience: Directors with experience leading AI transformation in companies.8/11 directors: Really??Calderoni: an accountant and CEO of a provider of global talent solutionsNarayenAdobe CEO to Step Down in Face of Investor Concerns Over AI: Shantanu Narayen’s planned departure comes at a moment when investors are scrutinizing Adobe’s AI positioning and questioning how well its subscription model will hold up against faster-moving generative AI competitorsAdobe stated the need for new leadership under AI growth as the reason for his departure.Oberg: CFO MarriottRicks: CEO of a pharmaceutical companyRosenweig: CEO of an online textbook rental companyGender Power Gap -9%CEO SuccessionNarayen will remain in the position until a successor has been appointed and will stay on as board chairmanWorking with Lead Director Calderoni on successorDecision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to considerGovernance and Sustainability Committee: “if requested by the Board, assisting the Board in reviewing and assessing performance, management development and succession planning for our senior management, including our CEO”DIRECTORSCristiano Amon 55/2023/m c 7%CEO, QualcommOther Public Company Boards: QualcommVotes Against Last AGM: 3% noAmy Banse 66/2012/f Cn 11%Partner, Mosaic General PartnershipOther Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024)Votes Against Last AGM: 12% noMelanie Boulden 53/2020/f c 6%Former Chief Growth Officer, Tyson FoodsOther Public Company Boards: Cal-Maine FoodsVotes Against Last AGM: 3% noFrank Calderoni 68/2012/m N 11%Lead Director; Former CEO, Velocity GlobalOther Public Company Boards: Anaplan (Chair 2017 to 2022)Votes Against Last AGM: 11% noLaura Desmond 60/2012/f a 4%CEO, Smartly.ioOther Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020)Votes Against Last AGM: 5%Shantanu Narayen 62/2007/m 28% noChair/CEOOther Public Company Boards: Pfizer Inc. (Lead Independent Director) Votes Against Last AGM: 11% noSpencer Neumann 56/2022/m a 4%CFO, NetflixOther Public Company Boards: NoneVotes Against Last AGM: 2% noKathleen Oberg 65/2019/f An 6%Former CFO, Marriott InternationalOther Public Company Boards: NoneVotes Against Last AGM: 3% noDheeraj Pandey 50/2019/m a 2%Chair/CEO, DevRevOther Public Company Boards: Nutanix (Chair 2009 to 2020)Votes Against Last AGM: 2% noDavid Ricks 58/2018/m c 12%Chair/CEO, Eli LillyOther Public Company Boards: Eli Lilly (Chair)Votes Against Last AGM: 3% noDaniel Rosensweig 64/2009/m n 9%CEO/Co-Chair, CheggOther Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc.Votes Against Last AGM: 7% noSAY ON PAY21% NO 2025Net New Salesas a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target sharesas a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target sharesEquity Awards Granted by the Committee2024: $40.5M for CEO ($92M for all NEOs)2025: $45.5M for CEO ($104.5M for all NEOs)CEO: security services $880,354; personal use of our corporate jet $255,119; CEO Pay Ratio 217:1SHPGolden ParachutesJohn R. Chevedden 47% YES in 2025Board MatrixComptroller of the City of New York: New York City Employees’ Retirement System, the New York City Teachers’ Retirement system and the New York City Police Pension FundCivil Liberties in Digital ServicesAmerican Conservative Values ETF (“for ideologically Conservative investors” which translates into 3 creepy older white dudes)Boycott 57 companies (including Apple, Disney and Target)Stand Against Woke Liberal Investments: We’re taking decisive action against the liberal agenda infiltrating our financial world.It’s time to combat:Big Tech and Banking elites silencing conservative voicesCorporate “woke-ism” masquerading as social responsibility (DEI, Net-Zero)Media companies spewing liberal propagandaCEOs pushing their political agendas and bankrolling socialist causesAttacks on our right to express religious beliefsAssaults on our constitutional right to bear armsThe blatant disregard for the sanctity of human lifeNO CRITERIA LISTED: “We avoid companies that promote liberal causes or alienate conservative customers and employees. Our process is qualitative and evaluates a company’s long-term reputation, business practices, and how it compares to peers in its industry”Retirement Plan Climate RiskAs You SowNew segment called ON THE CLOCKI set a timer for 30 minutes to pull through all Free Float data and come up what I would want on this board. Set myself up for game time - making a voting decision.ON THE CLOCK:Free Float stat sheet:DemoAverage birth year: Lyndon Johnson (1967)Average 74% demographic similarity between board membersAverage tenure = 10 years, 5 directors >10 years, Rosensweig at 17 to Narayen’s 18Power:Max influence: CEO Shantanu Narayen (28%)Daniel Rosensweig (11%) and Frank Calderoni (10%) are on deck36% women, -9% gender power gapBrains82% advanced degree/elite school directorsOnly 8% director merit - mostly fails on performance, you get a lot of interconnected CEOs instead12% experience overlaps Friends82% connected directors (ranks in top 10 for ALL IT sector companies in US/CA/AU/GB)6% have direct connection in common overlapsBehaviorsRanked as atypical overpayer of the CEO - compared to all other large cap IT companies, Adobe’s summary, realized, realized:summary ratio, ceo pay ratio together were near the top (overpay) and abnormal relative to performance (atypical)Performance3 directors of 11 in the last 3yr rank above average on CEO pay ratio batting average - they like paying CEOs3 yr TSR batting average was abysmal (highest .311, average was .241 - below the bottom quartile)CAREER TSR batting average average .369, with three directors below .300 (Melanie Boulden, Dheeraj Pandey, Spencer Neumann)Gaps:EBITDA batting average across every director tenure just at Adobe averages .872 - during every director’s tenure at Adobe, they’re producing earnings nearly in the top 10% of peers - but TSR batting average at Adobe across tenures average .296GAP 1: THEY DON’T GET PAID FOR THEIR EARNINGSMarketing gap? Is the market improperly valuing Adobe? Worried about wrong things?They’ve done this while averaging .761 on controversies at Adobe - meaning earnings without controversies, so market isn’t punishing them for bad behavior, just not valuing the sustainability or long term narrative of the earningsAlso explains the high CEO pay - the pay narrative is structured around TSR (market performance), but the company is paying him for earnings - is it actually high? Or do they just have a massive narrative gap?There are FIVE directors tagged as having marketing/communications knowledge in their backgrounds: Rosensweig, Narayen, Ricks, Boulden, DesmondAre they being underutilized? Or are they just bad at it?All tagged as having knowledge from education - degree attainment, schooling - NONE from industryOne of the knowledge types we tag is Design - despite being a design software firm that helps creatives, only the CEO Shantanu Narayen was tagged with design knowledge - in fact, the skills matrix for directors DOESN’T EVEN INCLUDE A SKILL RELEVANT TO THE USE OF THE PRODUCTS (leadership x2, business dev, AI, ops, finance, legal, sales, technologist, board service)GAP 2: KNOWLEDGE CONSOLIDATED WITH CEOIger corollary: when the CEO is the ONLY one on the board with direct knowledge of how to use or create the product, the information asymmetry between board and executive is wide enough to preclude dissentBecomes a big problem when the CEO needs to be replaced…Team resume reads like a big tech minor league team:Amon: Qualcomm (baby semiconductor chips)Banse: The online strategy for Comcast (they have an online strategy?)Boulden: Tyson Foods “ecommerce portfolio” (isn’t that called “sell stuff via Stop and Shop?)Calderoni: Velocity Global and Anaplan (“talent solutions”), and prior, Red Hat (open source tech!), background in SanDisk (flash disk storage!), Cisco (piping the internet!), QLogic (network storage!)Desmond: Eagle Vista Partners, Providence Equity Partners - the G league of VC/PE?Neumann: CFO of Netflix who was Blizzard’s CFO, was Disney CFO, ALSO from Providence Equity Partners (connection alert)Kathleen “Leeny” Oberg: Already, “Leeny” is the lame equivalent of the better Kathleen nickname “Kath” or “Kat” - CFO Ritz Carlton, CFO Marriott - hotel IR and CFO and creative design?Pandey: CEO of DevRev (says AI in bio), co-founded Nutanix (cloud computing, data centers), ex Teradata, OracleRicks: marketing at Eli Lily, now CEO of Eli Lily, always at Eli LilyRosensweig: Chegg (online textbook RENTALS), RedOctane (part of Activision, which owned Blizzard - connection alert), Yahoo, CNET, and Ziff-Davis for 18 years (ZDNet)GAME TIMENews roundupAdobe’s CFO is using AI to answer 300,000 emails, cut contract review in half — and make sure finance never slows the company downDan DurnAI Now Causing CEOs to Resign in FearCoca-Cola, Walmart, and Adobe CEO shakeups have one thing in common: AIStory of the Vote: CEO SuccessionNarayen stepping down after two decades, stock slumped since 2023, blames AI for the leaveHasn’t left, has stated he WILL leave when a successor is foundHint: NO SUCCESSION PLAN - nom committee:Calderoni is nom chair and his background IS TALENT MANAGEMENTFundamental failure - either the guy with the ability to find talent was blindsided by the announcement and thought he had more time, or he sucks at actually managing talentIt has to be the latter BECAUSE HE’S ALSO LEAD INDEPENDENT DIRECTOR - this is entirely his jobAlready an instant vote against - no company should be floundering to find a CEO when the LID is a talent management professional with a 61 year old CEO with an 18 year tenure who you’ve overlapped with for 13 yearsRosensweig is nom member - 17 year tenure and he wasn’t prepared???Banse is nom member - 13 year tenure“Leeny” is nom member - 7 year tenureBoard is run by top bros: Narayen, Calderoni, Rosensweig - 49% influence between the threeGame vote:This is easy: fire the man without the plan, in this case vote against CalderoniSecond target: Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to NarayenNeed a refresh from OG internet backgroundsYahoo? Chegg? Teradata? Red Hat? What are we doing exactly with directors sitting around for 13+ years from a totally different world of internet?Open spots for some big players who can hype the companyKnow your market - creative people are STICKY, they find what works for their process and use it, which is why earnings stay high even if TSR sucks (markets aren’t creative)Creativity is also YOUNG - ditch members who can’t see past the last two decadesNeeds list:Bring in a ringer - you ever see an oil company that doesn’t have oil executives in the supply chain on the board? Why at a design software company is there no creative at all? No one available? No users? Didn’t Shaq just get a board seat? Adobe needs a real playerAn innovation assisting company with no innovators on the board?Trades?:Baiju Bhatt - design background, ex CEO of Robinhood, founder of Aetherflux (space solar) - is that guy employing hundreds of people using Adobe design software?Bing Gordon - Take Two Interactive board, if you’re wed to the OG internet, he has all that credibility, PLUS he he’s chair of game design at UCLA, sat on Amazon’s board, and is on Duolingo’s boardBarbara Bradley Baekgaard - old at 87, but a designer on Vera Bradley board - maybe she knows someone, but fashion is an EXCELLENT place to hit a director here. They use Illustrator and other tools, constant innovation, has to know P&L, creatives, but big business and probably natural marketersChris Kemp - Astra founder (space tech), design/engineering/computer background, worked at NASA, deep cloud computing, coder - if you can get him, isn’t this exactly the kind of person you want?Pay:Heavy reliance on revenue/earnings based share pay, TSR sucksFun note - when a company sucks at TSR, their market cap goes down relative to peers. When pay committees set peer groups, they set it using revenue and market cap. In this case, Adobe has sucked at TSR, so the pay committee made it possible for Adobe to be more of the MEDIAN than the worst: “In August 2025, to strategically balance larger key talent competitors, the Committee approved adding three smaller companies to the fiscal year 2026 peer group, Expedia Group, Inc., Snowflake Inc. and Uber Technologies, Inc. to position Adobe closer to the median of its peer group on the basis of revenue and market capitalization.”It’s easier to hit your revenue threshold when you include smaller companies because your TSR sucksNarayen at $51.2m for 2025, $52.4m in 2024… but 2025 realized pay was nearly $10m less than reported - when TSR sucks, your stock options are worth less than when they were granted, so his “real” pay ~$10m lessEven with that, Narayen STILL IN THE 84TH PERCENTILE of pay for US large cap companiesSHPs (yes, there are some):Last update in mid March? In December, Adobe excluded:Jing Zhao - classicist asking for limiting CEO pay ratioChevedden - 2.99x golden parachute limitAlways vote with CheveddenNYCERS - disclose gender and race/ethnicityWhile I agree, NYCERS wants it in the skills table, which is dumb, it’s not a skill.Ridgeline Research/American Conservative Values - “promote religious liberties”, with no evidence they’ve actually not?There’s a reason these get ~1% of the vote - unlike the “woke” proposals which are copy pasted, this doesn’t even apply to Adobe. Adobe doesn’t police content at all, doesn’t promote (or demote) any particular liberty… I think they’ve never seen an Adobe productAs You Sow - GHG in retirement plansTemplated, but is this an Adobe problem?Employees auto enrolled, contributions invested in Vanguard account using Vanguard Target Retirement TrustTarget dates - no ESG data used, simple index optimized by date so 2050 fund for instance has nothing about the fact that assets will be underwaterRun by Michael Roach, central casting non investment banking finance guy, been at Vanguard for 27 years, Walt Nejman (who’s LinkedIn photo is him at his desk with Bloomberg terminal up) at Vanguard 20 years, Aurelie Denis at Vanguard 9 years, younger than the dudes, who was written up for her husband’s over the top proposalRoger Aliaga-Diaz, chief economist at Vanguard, gets name plate but likely doesn’t do much directly, economics all daySo As You Sow not wrong - but this is employees battle to fight, right? Not shareholders? How does this affect shareholders? These aren’t defined benefit plans, it’s defined contribution.FINAL VOTENO on CalderoniNO on RosensweigNO on pay - you can’t pay a guy the 84th percentile of realized pay for 28th percentile TSR AND have the pay committee change the peer group to make it less obvious how bad the TSR is, no matter how great the earnings and revenue growth areYES on CheveddanNO on all other SHPs
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