PROXY COUNTDOWN

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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.

  1. 5d ago

    EU ESG Ratings Regulations, plus Zuckerberg's new shares

    This is Proxy Countdown. Welcome to the big show for the week of October 19, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Zuck does what’s best for Zuck, part 8,000 The Copart CEO dresses like Elon Musk for Halloween A former Disney CEO is being paid to hang around and be ready to do something Some quirks at upcoming annual meetings And on the Big Vote, Matt talks EU regulations Trade Wire Top Stories: 36 Filings since October 13th The headlines Meta (Zuck) is creating a new share of stock (Class C for Clown) with zero voting power, meaning Mark Zuckerberg keeps total control of the company, etc. Non-Zuck Class A shareholders essentially get a 2-for-1 stock split. In a nutshell, Zuck can sell off or donate massive piles of stock to fund other projects without losing voting power. Meta (Zuck) is essentially letting Zuckerberg gradually cash out his new shares to cover a potential multi-billion-dollar California wealth tax, but only on the condition that he stays in California and continues running the company from headquarters for the next eight years. How did we get here? The decision was made by a Special Committee established in February 2026 consisting of Ambassador Robert M. Kimmitt, Charles Songhurst, and Tony Xu. “Special Committee Counsel summarized the findings of their independence analysis of the members of the Special Committee. Special Committee Counsel noted that Mr. Xu disclosed a personal friendship with Mr. Zuckerberg but that he affirmed that such relationship would have no impact on his ability to exercise his independent judgment in assessing a Potential Recapitalization.” Ambassador Kimmitt, Meta’s Lead Independent Director who chaired this Special Committee, is Senior International Counsel at WilmerHale. The filing reveals that Meta paid WilmerHale $62.3M in legal fees in 2025 alone (nearly 4% of the entire law firm’s annual revenue). It’s fine though because the Ambassador “is walled off from the firm’s representation of the Company.” Top 3 dumb things: The “I’m a Sad, Poor Billionaire” Defense: Since January 1, 2013, Mr. Zuckerberg has taken a salary of only $1 each year for his service as the Company’s chief executive officer and chairman of the Board. This is extraordinarily different from what his peer (and even non-peer) CEOs are paid. If the California wealth tax is enacted and Mr. Zuckerberg becomes liable for a tax payment, Mr. Zuckerberg would effectively be paying to serve as the Company’s chief executive officer while residing in California. “Independent” financial advisor Moelis & Company LLC’s conflict of interest is actually a good thing!: “In assessing Moelis' independence, the Special Committee noted that (i) a senior member of the proposed Moelis team, the name of whom was disclosed to the Special Committee, had acquired approximately 30,000 shares of Class A common stock of the Company, with such shares valued at $18,888,391 as of March 17, 2026 and that such interest was helpful in confirming that such senior member of the Moelis team was financially aligned with the Class A shareholders.” “The Special Committee Engaged in Robust Negotiations with Mr. Zuckerberg and Secured Meaningful New Commitments from Mr. Zuckerberg Regarding His Control and Leadership” “Mr. Zuckerberg would not consider changes to the terms of his voting shares, including the sunset provisions on the Class B common stock set forth in the Governance Proposal, and that Mr. Zuckerberg was considering establishing residence outside of California in light of the risk that California Proposition 40 could become law.” Stupid money… COPART: CEO A. Jayson Adair gets special equity award of 20M options worth up to about $788M: Tranche 1: $26.27 per share Tranche 2: $35.03 per share Tranche 3: $43.78 per share Tranche 4: $52.54 per share Trade Desk: options repricing A massive bailout for top executives—including CEO Jeff Green—who had their deeply underwater options slashed from as high as $75 down to $12.26 in exchange for just a six-month retention requirement. Final vote was 441M yes to 232M no Class A (1 vote per share) and and Class B (10 votes per share held almost entirely by founder/CEO Jeff Green) Heading into the October 19, 2026 Special Meeting, Green controlled roughly 42.1 million Class B shares, giving him 50.2% of the company's total voting power all by himself. Multiplied by 10, Green’s Class B shares alone represented approximately 421 million votes. Because Green was not required to recuse himself or abstain, he voted his super-voting shares "FOR" the proposal. EXPAND ENERGY: appointed Daniel E. Brown as CEO; Interim CEO Michael Wichterich will continue as board chair make-whole equity award to new CEO Daniel Brown worth $16M Interim CEO Michael Wichterich gets $1M equity for 8.5 months MATTEL: New CEO Roger Lynch golden hello equity awards: Make-Whole RSUs $6M & Inducement PRSUs $6M MongoDB: Interim CEO Dev Ittycheria (former CEO and current director) $500K golden hello cash; $15M equity vesting in 2027 Was CEO from 2014 to 2025 CFO Michael Berry retention award of $10M time-based equity with 100% accelerated vesting if terminated without cause or if he resigns for good reason Still caring about something COSTCO WHOLESALE: announced bonus awards to CEOs where $200K ($80K for NEOs) can be earned relating to environmental and social objectives based on quantitative performance metrics (including those concerning human capital and environmental-related areas). Board to C-Suite The leadership boondoggle: Down to 2F Overall: 19 director changes: 19% incoming directors are women; 33% outgoing are women PROXY CAGE MATCH Disney’s Former CEO Is Getting $100,000 a Month as Activist’s Nominee for Vail Board Oasis Management (9.6% stake in Vail Resorts) is paying former Disney CEO Bob Chapek $100,000 a month as a nominee for the board of Vail Resorts. Oasis also agreed to give Chapek a forgivable $500,000 loan to purchase Vail stock if he is elected to the company’s board Chapek is one of four nominees A proxy cage match at Empery Digital resulted in one director swap: Empery director Oran Olason was voted out (56% no) while one of four ATG Capital Management Nominees was voted in: Aaron T. Morris 56% yes. VOTE RESULTS TABLE Since October 14th: 3 companies Zero directors over 20% no; all boards averaged at least 93% yes; say on pay all over 91% yes PROCTER & GAMBLE 3 SHPs Lower Threshold for Special Meetings 37% yes: The Accountability Board Eligibility Thresholds Policy 26% yes: The National Legal and Policy Center adopt a policy committing the Company to include in its annual proxy statement any shareholder proposal submitted by a shareholder, or group of shareholders, that satisfies any of the following eligibility thresholds and is otherwise compliant with the procedural and substantive requirements of Rule 14a-8, regardless of any future federal regulation permitting higher ownership or holding-period requirements, and consistent with applicable state law: shares of the Company's common stock with a market value of at least $2,000 held continuously for at least three years prior to submission; or shares of the Company's common stock with a market value of at least $15,000 held continuously for at least two years prior to submission; or shares of the Company's common stock with a market value of at least $25,000 held continuously for at least one year prior to submission. Charitable Contributions Reporting 4% yes: The Bahnsen Family Trust (conservative Christian advocate): 2023 anti-DEI proposal at JPMorgan: My Bid to Make JPMorgan Less Woke Upcoming Annual Shareholder Meetings 20 Meetings key takeaways Weird times Performance Food Group Company 8:00 A.M. ET Avnet 8:00 am local time (PT) Lumentum Holdings 8:00 a.m. Pacific Time Western Digital 8am PT Sysco 7:00 a.m. Central Time Sandisk 8am PT BGC Group 10am ET Non-virtual Tesla: both virtually and in person for a limited number of shareholders at Tesla’s Gigafactory Texas Avnet: Corporate Headquarters Very Sad CEO Pay Ratios Lumentum Holdings 1478:1 Western Digital 1457:1 Fabrinet 1317:1 Very Fake CEO Pay Ratios Tesla 0.00:1 (Elon) Atlassian Corporation 0.23 to 1 (dual class co-founder with 43% voting power Michael Cannon-Brookes) 1 Actual SHP The Campbell’s Company: report on the effectiveness of the Company’s regenerative agriculture program including pesticide reduction outcomes: As You Sow 1 Fake SHP Avnet: ​​Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold: John Chevedden Board Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 25% Ownership Threshold Tesla December 3, 2026, at 3:00 p.m. Central Time both virtually and in person for a limited number of shareholders at Tesla’s Gigafactory Texas elect three Class I directors Elon Musk, Robyn Denholm and JB Straubel 0 SHP CEO Pay Ratio 0.00:1 One share one vote Elon Musk 20% ​ ​ Vanguard 5% Performance Food Group Company November 18, 2026 8:00 A.M. Eastern Time virtual elect 10 directors 0 SHP CEO Pay Ratio 109:1 One share one vote Capital World Investors 15% BlackRock 9% Fidelity 7% Vanguard 5% George Holm 2% Atlassian Corporation December 1, 2026 2:00 p.m. Pacific Time virtual elect 9 directors 0 SHP CEO Pay Ratio 0.23 to 1 Dual class Class A 1 vote per share BlackRock 1% voting power Class B 10 votes per share Michael Cannon-Brookes 43% voting power Scott Farquhar 43% voting power Avnet November 20, 2026 8:00 am local time (PT) Avnet’s Corporate Headquarters elect 10 directors Board Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 25% Ownership Threshold 1 SHP ​​Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold: John Chevedden C

  2. Oct 15

    The Great SEC Gaslight, plus Bobby Kotick's and Skydance

    Trade Wire Top Stories: 59 Filings since October 1st The headlines Skydance CEO David Ellison is scared to do the job himself: steals Ynon Kreiz from Mattel and names him co-CEO; David Ellison will continue as Chair. And then, Skydance Adds Bobby Kotick and Laurene Powell Jobs to Board, Taps Tony Blair as Adviser Before I get to Bobby, Laurene Powell Jobs is the widow of Apple’s Steve Jobs and Tony Blair is the former UK prime minister: both seem to represent channels to power and a slightly liberal-bent, possibly to counterattack the perception that this is a MAGA-friendly company? Now Bobby: After presiding over a toxic workplace scandal at Activision Blizzard, Bobby Kotick faced explosive revelations that he personally shielded accused abusers, concealed sexual assault allegations, and threatened an assistant's life. Instead of being fired, he walked away with a golden parachute worth over $400M when Microsoft absorbed the embattled publisher in a $69 billion buyout. And in case you’re wondering, people like Bobby Kotick represent actual risk; here’s a summary of legal action against Activision/Bobby: The California Civil Rights Department sued over a pervasive "frat boy" culture marked by constant sexual harassment, unequal pay, and retaliation against female employees. Activision settled in December 2023 for $54 million, sending roughly $46 million directly to female workers. The Equal Employment Opportunity Commission targeted widespread sexual harassment and pregnancy discrimination across Activision Blizzard’s gaming studios. The company settled via a consent decree in 2022, creating an $18 million compensation fund for impacted workers. The SEC charged leadership with failing to track workplace misconduct complaints and using restrictive separation agreements that muzzled potential whistleblowers. Activision settled in early 2023 by paying a $35 million civil penalty without admitting wrongdoing. The family of a 32-year-old Blizzard finance manager sued, alleging severe workplace sexual harassment drove her to suicide during a 2017 company retreat. The family voluntarily dismissed the case with prejudice in 2022 and the case resulted in a confidential out-of-court settlement. And finally the Microsoft "Fire-Sale" Shareholder Lawsuit: Swedish pension funds and investors claimed Kotick rushed a discounted $69 billion buyout to Microsoft at $95 per share to secure a massive golden parachute and dodge personal liability. The case settled in 2026 for $250 million, split between Microsoft and board insurers to compensate qualifying shareholders. Stupid money… Live Nation CEO Michael Rapino received several new equity retention grants to keep him interested in being a CEO: Here’s the easiest way to explain this: He used to get an annual $10M long-term equity grant, starting in 2027 he will get 1) $10M in annual performance shares, 2) $15M in annual time-based RSUs, 3) $15M in annual PSUs, and then as a cherry on the top: $20M in upfront RSUs. New Pinterest CFO James Dibbo is getting a golden hello award worth $32M in equity. The previous CFO, Julia Brau Donnelly, served for only 3 years. 3 Pinterest board members have experience as CFO. Here’s a new term: golden handcuffs. Four Skydance named executive officers (including nepobaby David) are set to haul in an additional $50M in annual bonus compensation. Board to C-Suite The leadership boondoggle: COO Spencer S. Stiles is being promoted to CEO and director at Stryker, while former CEO Kevin Lobo will transition to Executive Chair At General Dynamics, President and board member Danny Deep will succeed Phebe Novakovic as CEO, with Novakovic transitioning to Executive Chair Down to 2F Overall: 44 director changes: 25% incoming directors are women; 35% outgoing are women PROXY CAGE MATCH Six Flags: Jana Partners wants a sale and a board shake-up, leveraging the star power of Mr. Taylor Swift. A recent rollercoaster death will make this easier or harder? Sanderson Design Group: Activist fund LBV (14% stake) is hammering Sanderson over high pay and low performance. Sanderson director Patrick Lewis has retaliated, threatening to sue LBV's founder for defamation over the campaign's aggressive claims. Ethan Allen: DGB Investments (5% stake) is pushing to blow up the board completely. As a bargaining chip, the activist is offering longtime CEO/Chair Farooq Kathwari a participation trophy in the form of the title Chair Emeritus. Whitbread: Corvex Management (7%) is demanding board representation and a strategic overhaul to fix an alleged "chronic misallocation of capital" at the Premier Inn parent. Whitbread called Corvex’s proposals a “complete waste” of time and money and “a complete waste of company – and shareholder – resources.” PepsiCo: Elliott Investment Management is targeting Doritos and Cheetos and blaming Ozempic! VOTE RESULTS TABLE Since September 1st 18 meetings at large market caps 10 total SHPs from 5 companies: Top story At Darden Restaurants: The Accountability Board is my new hero! They asked for a policy providing that if any director fails to receive at least 80% of the votes cast in an uncontested election, the Board’s independent directors will conduct a formal review of the circumstances underlying such vote, and publicly disclose a summary of findings and any responsive actions taken. Sadly only 3% said yes 1 Victory a policy requiring shareholder approval before distributing “blank-check” preferred stock 63% yes at General Mills The Accountability Board! Near wins independent board chair 39% yes at FedEx special meeting rights 39% yes at Casey’s General Stores Hate Bowyer Research hates the Human Rights Report! At Nike, a Charitable Support Report 0.7% yes Most: FedEx 3; General Mills 3 Other Say on Pay 32% no Nike Directors At Nike, 3 Class B directors were up for vote: Monica Gil and Robert Swan received well over 90% support but not Thasunda Duckett, who got 38% no votes. What makes her so different? All served for under a decade Robert Swan has been an Operating Partner at Andreessen Horowitz and sits on 2 other boards Monica Gil is a member of the Pay COmmittee: Say on Pay 32% no Thasunda? CEO of TIAA (Teachers Insurance and Annuity Association of America), no other boards, black woman?? The only other director over 20% no is a woman named Dolores Ennico (23%) from a classified board election at RBC Bearings Why Dolores? Maybe because she used to be the Chief Human Resources Officer of Olin Corporation? Nah. Oh, she’s too old! She’s 73. The other director up for vote was CEO/Chairman Dr. Michael J. Hartnett. He got 97% yes. He’s 81 years old. Overall average support was high 90s Other stuff Upcoming Annual Shareholder Meetings THE BIG VOTE The SEC is a Joke Part 1: Protect the oil The greatest gaslight of an “investigation” ever, as summarized by Paul “Oil Slurpee” Atkins himself: “The investigation considered evidence as to whether investors and asset managers, including BlackRock, Inc. (“BlackRock”), State Street Corporation (“State Street”) and The Vanguard Group (“Vanguard”) joined a group of ExxonMobil investors, including after BlackRock and State Street became members of CA100. This evidence included BlackRock and State Street, after becoming members of CA100, engaging in certain communications regarding ExxonMobil with Ceres, a Boston-based non-profit that serves as the North American investor network supporting CA100 (as explained below).The evidence also suggested CA100 and its members pressured BlackRock and State Street to support CA100 ̶flagged matters submitted to a shareholder vote, including the May 2021 election of dissident directors to ExxonMobil’s board.” Summary: Blackrock, State Street, Vanguard form a “group” for the purposes of activism coordinated by the Climate Action 100+ and pressured by non profit Ceres - to put directors on Exxon’s board - that’s the investigation - the SEC on behalf of Exxon wants to know if they formed a group and should have been subject to massive amounts of 13D filings and not considered passive investors On the other hand, Vanguard never became a member of CA100, and the investigation did not develop evidence that BlackRock or State Street agreed to vote proxies in certain manners or shared their proxy voting intentions with investors or others associated with CA100. In the next line, Atkins literally admits that NO, Vanguard never joined (but voted for dissidents) and there was NO EVIDENCE that Blackrock and State Street agreed to vote a certain way (or even discussed it) While most attorneys would stop there, not this asshole… Atkins uses the rest of the document, after finding no evidence of anything, to tell investors NOT to join groups like Climate Action 100+ because he’ll consider you part of a group ANYWAY, saying the ACT of joining any “signing statements” doesn’t shield you from the SEC determining, even if you “didn’t technically form a legal group”, they will use “implied” and “circumstantial evidence” to say you did Atkins focuses a LOT on Climate Action 100+ and Ceres, who try desperately to get investors to DO something, but investors largely commit to nothing at all Vanguard doesn’t even join but Atkins just lets that slide, ignoring the fact entirely as inconvenient to the narrative that a pair of dopey non-profits pressured multi trillion dollar asset managers to do something Atkins cites internal Ceres documents they subpoenaed where idiots at Ceres, a NON PROFIT who loves to talk big about winning and has won virtually nothing but funding, sends an email to a donor talking about how Blackrock joining the CA100 was mostly because they’re so good at pressuring them and had “leverage” Except that: “The minutes also detail discussion between BlackRock and Ceres regarding the ExxonMobil board refresh campaign: “

  3. Oct 8

    Reactions from CII Fall Conference, plus Alex Kaltenböck

    Reactions from CII Fall Conference, plus Alex Kaltenböck

  4. Sep 23

    The new SEC proposal rules

    A very special Free Float Media crossover between Shareholder Primacy, Business Pants, and Proxy Countdown to discuss the SEC proposed recission of 14a-8

  5. Jul 31

    CEO Hotseats, plus Cracker Barrel’s CEO leaves and the SEC goes after activists

    Trade Wire Top Stories:  127 Filings since June 26th The headlines New CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became CEO/chair Cracker Barrel CEO Julie Masino is out after MAGA backlash to "Uncle Herschel" logo change $4.6M severance Cracker Barrel names David Deno CEO Burger King Yum! Brands and Pizza Hut Quiznos Best Buy Bloomin' Brands (Outback Steakhouse) Panera Brands (2024-): Audit Committee Chair Krispy Kreme (2016-) Bloomin' Brands (2019–2024) Peet's Coffee (2006-2012) Macalester College: Former Chair of the Board of Trustees (1998-2022). At COPART, CEO Jeff Liaw to step down, Jay Adair to return CEO Jeff Liaw is resigning from the board and company. Executive Chairman Jay Adair to boomerang back as CEO. The board has a Chair (founder Willis Johnson 40%) AND an Executive Chair: Willis’ son-in-law and co-founder and boomerang CEO Jay Adair 38% Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B Speaking of Stupid money… FASTENAL: appointed new CEO Jeffery M. Watts to the board: will receive an annual cash retainer of $50,000 for his service as an employee director Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B FRANKLIN RESOURCES: one-time special $15M retention equity awards to 4 NEOs, including  CEO Jennifer M. Johnson Chief Commercial Officer Daniel Gamba, Head of Public Market Investments Terrence J. Murphy, and CFO/COO Matthew Nicholls Archer-Daniels-Midland: $19M golden hello ($2.2M cash) to new COO Jeff Rowe L3HARRIS TECHNOLOGIES: special one-time equity awards to 3 NEOs CFO Kenneth Sharp ($5M), President, Missile Solutions Kenneth Bedingfield ($10M), and President, Space & Mission Systems and Communications & Spectrum Dominance Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance ($10M) FEDEX: established a one-time special cash bonus pool for eligible managing directors and above, approximately 1,100 employees CEO Rajesh Subramaniam $1.9M and Brie A. Carere $850k Board to C-Suite Ulta Beauty: Kelly E. Garcia will transition director to Chief Technology Officer The leadership boondoggle: American Healthcare REIT: CEO Danny Prosky resigned, stayed on board Jeffrey Hanson new CEO, will continue to serve as Chair appointed Scott A. Estes as Lead Independent Director PROCTER & GAMBLE: Executive Chair Jon R. Moeller resigned from board and company CEO Shailesh G. Jejurikar becomes Chair reappointed Joseph Jimenez as independent Lead Director ENTEGRIS: Executive Chair Bertrand Loy resigned from company and board Lead Independent Director James F. Gentilcore becomes Chair appointed CEO Robert A. Bruggeworth to board Down to 2F Female adds: 9; Male adds 43; Female subtractions 4; Male subtractions 15 Women accounted for 17.3% of all additions (9 out of 52) and 21.1% of all departures net addition of +5 female directors Men accounted for 82.7% of additions (43 out of 52) and 78.9% of departures net addition of +28 male directors Down to 2: PAYCHEX: Kara Wilson resigning Down to 1: Natera: Monica Bertagnolli resigned Dedicated to oncology, women's health, and organ health. Stay to 2 with female influence boost: Kohl’s Appoints Wendy Arlin as Chair of the Board Currently only 2: Robbin Mitchell (7%) and Wendy Arlin (1%) John Schlifske (27%) stepping down ‍ ‍ PROXY CAGE MATCH Activist investors in the U.S. must disclose the identities of their clients in regulatory filings In a surprise to many, the SEC updates to Schedule 13D and proxy rules will force hedge funds to disclose campaign financing—information they have long kept secret. Target companies welcome the change, arguing that campaign transparency is essential for evaluating activist motives and mounting board defenses. Nano Dimension and activist investor Murchison reached an agreement where CEO and director Dave Stehlin, board chair Robert Pons, and directors Joshua Rosensweig and Andrew Sriubas have all resigned In turn, Nano appointed three new directors to the board, including Moshe Rozenbaum, Eliezer Eli Tarlow and Paul Fruchthandler. Activist investor Saba failed in its attempt to overhaul the board of Workspace Group Saba, which owns about 21% of shares, was trying to oust all six non-executive directors (3M/3F) to be replaced by 6 dudes: Nick Shattock, Andrew Sim, Richard Starr and Gregory Attwood, Gautam Garg and Simon Hampton Results: between 60% to 68% yes When shareholder activists attack a company, its rivals may feel the heat too and change their ways Research from the College of Charleston:  shareholder activism can create what our team of business school professors calls “collateral impact”: a domino effect in which pressure on one company changes what its competitors are doing. found that when one company changes course in response to activist pressure, its competitors frequently follow suit – even when activists have not targeted them directly.   VOTE RESULTS TABLE  Since June 26th 27 meetings at large market caps 7 total SHPs from 4 companies: Top story 2 Victories Nvidia: simple majority voting 87% yes Snowflake: Majority Vote for Director Elections 65% yes Hate Nvidia faith-based groups 0.86% yes anti-DEI report 0.60% yes Most: Nvidia 4 Other KROGER: GHG emissions 17% yes Booz Allen Hamilton: 28% yes Act by Written Consent Nvidia: scope 3 ghg emissions 17% yes    Say on Pay Snowflake Inc. (SNOW): pay 56% no classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no 70% said no in 2025 Rivian Automotive: pay 33% no $402M for CEO RObert Scaringe Directors As usual, classified stuff: BridgeBio Pharma: classified: Hannah Valantine 20% no StandardAero: classified: 15% avg no Rivian Automotive: classified: Karen Boone 19% no; Aidan Gomez 8% no Cloudflare: classified: Karim Lakhani 20% no;  Snowflake: classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no MongoDB:  classified: Dwight Merriman 20% no; Archana Agrawal 21% no; Hope Cochran 28% no WM TECHNOLOGY: classified: 24% no Other stuff Dell Technologies: Dexit 97% yes WM TECHNOLOGY classified: 24% no pay 24% no Charter Amendment to Declassify Board 90% yes (failed) auditor 17% no Upcoming Annual Shareholder Meetings Friday, July 31, 2026 Cirrus Logic, Inc.CRUS~$6.75 Billion Wednesday, August 5, 2026 Flex Ltd.FLEX~$35.58 Billion Allegro MicroSystems, Inc. ALGM ~$9.3 Billion Thursday, August 6, 2026 Albertsons Companies, Inc.ACI~$5.41 Billion CorVel CorporationCRVL~$3.17 Billion Tuesday, August 11, 2026 Qorvo, Inc.QRVO~$7.7 Billion Wednesday, August 12, 2026 The J. M. Smucker CompanySJM~$13.56 Billion Monday, August 17, 2026 Pagaya Technologies Ltd.PGY~$1.1 Billion Tuesday, August 18, 2026 Microchip Technology IncorporatedMCHP~$45.20 Billion Thursday, August 20, 2026 James Hardie Industries plcJHX~$15.19 Billion Tuesday, August 25, 2026 Helen of Troy LimitedHELE~$1.2 Billion Wednesday, August 26, 2026 Dynatrace, Inc.DT~$14.20 Billion THE BIG VOTE Matt TWO QUESTIONS FIRST: Universal Safety Products Trump Media Cracker Barrel CEO Stepping Down After Logo Controversy, Activist Pressure CEOs in the Hotseat Criteria: Not dual class or founder board CEO is less than 30% influence Gap between CEO influence and highest non executive board member is less than 10% Board is low deference or independent Board is highly interconnected Average boards ever of non executive directors is >=2 Company performance 50% board does not have connections in common with the CEO Token vulnerability: CEO is a woman CEO is black or hispanic Summary 10,458 CEOs in our database 6,311 CEOs with less than 30% influence Fully 2,249 companies have CEOs with obvious vulnerabilities CEO on board with family/founders CEO on board with exec chair 67 in the top hit list Notable CEO hotseats: UPS - Carol Thome become CEO in 2020 AFTER being on the board since 2003 She has low influence gap to next independent director, the board is HUGELY connected - but not to her friends - she has a 23 year tenure on the board (plenty of time to make it work) and a bottom quartile TSR at the company vs peers in the last 3 years… plus, she’s a lady on a board full of people with core knowledge of the sector   We know it works because 23 of the 67 have CEO tenures of 2 years (they just swapped CEOs because they were vulnerable) Of those 23, 3 added female CEOs (Northland Power, SGS SA, Domino’s Pizza), so those are basically guaranteed glass cliffs - an unintended consequence of CEO vulnerability is after replacement, we have a marker for glass cliff-ism Succession much? That’s the Proxy Countdown for the week of July 27, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

  6. Jul 8

    Proxy Season Crossover

    What are the overall results from AGMs in 2026? How did companies and shareholders do in AGM votes? Shareholder proposals Many fewer E&S Same or slightly more corp gov  Voting outcomes similar to past years(?) Proxy contests Many fewer compared to earlier years Activists prevailed at roughly the same rate, perhaps a little lower Many more settlements Notable activist situations ESG proposals Proxy contests Almost no really big ones Biglari lost two, CBRL and JACK Two mergers terminated CORZ, CoreWeave STAA Withhold campaigns didn’t work CBRL, JACK VSCO - started as a proxy contest Several smaller ones, where in all but one activists won no seats Important settlements LULU-Wilson WEX-Impactive TRIP-Starboard RGR-Beretta KMX-Starboard Still several to go for 2026, though FRMI-Neugebauer Regulatory actions - AML comments SEC State level Can’t avert our eyes from SPCX IPO, either Ownership Corp gov Trading So, what have we learned so far in 2026? The Key Takeaways: SHPs Total shareholder proposal submissions fell significantly from 951 in 2025 down to approximately 789 in 2026. Despite the SEC granting companies broader power to exclude rogue proposals, corporate boards remained hyper-cautious, allowing around 70% of submissions to proceed to a full vote to avoid investor backlash or litigation. Only about 7% to 8% of voted proposals achieved majority support (36 out of 425 proposals mid-season)—a steep drop from the 12% to 14% passed in 2025. Paradoxically, average support across all voted proposals crept up slightly to 25% (from 23% last year). Traditional corporate governance issues comprised 49% of all submissions. A tiny group of individual retail activists (John Chevedden/Jim McRitchie) monopolized the arena, driving over 75% of all governance submissions Shareholder proposals demanding formalized AI ethical governance, algorithmic transparency, and data privacy climbed to 20 submissions in 2026 (up from 12 in 2024). Management found it difficult to dodge these tech topics; 90% of AI-focused proposals successfully cleared regulatory hurdles to face a vote. 2027 Question: The Say on AI Advisory Vote: Will shareholder proposals demanding ethical AI oversight, algorithmic transparency, and labor displacement risks cross the threshold to become standardized, annual Say on AI advisory votes on mainstream ballots? Pay Only 9 Say-on-Pay packages failed outright across the market through early June—a drop from previous cycles. Major pay "revolts" (70% support) shrank to just 44 out of 1,108 companies. 2027 Question: Why should anybody care about Say on Pay anymore? Director Elections Corporate directors remain incredibly secure, averaging 95% investor support. Out of 8,167 tracked director votes, 86% cruised to comfortable re-election with 90%+ approval, while only 18 directors (0.2%) across 14 public companies failed to cross the 50% majority threshold. Proxy Advisors: Massive institutional investor groups publicly cut ties with ISS and Glass Lewis benchmark policies, relying instead on internal, proprietary stewardship frameworks. The Shrinking "ISS Penalty": In 2021, an ISS "Against" recommendation on Say-on-Pay dragged down company support by an average of 30 percentage points. In 2026, that penalty shrank to 19.8 percentage points across the Russell 3000 ISS backed 48% of all proposals in 2026 compared to just 34% in 2025, but this softening had minimal impact on increasingly independent asset managers. 2027 Question: With the historical ISS "Against" penalty on Say-on-Pay dropping to just 19.8 percentage points, will corporate boards begin systematically ignoring negative proxy advisor recommendations on share requests without fear of a failed vote? Activists Public proxy fights looked quieter on the surface because governance disputes are now aggressively negotiated in real time behind closed doors, avoiding public 13D filings. As of June 1, only one single traditional proxy contest went to a full public vote among US companies with a market cap over $250M (Summer Road, LLC winning a seat at Ingles Markets). 2027 Voting Questions The Retail Auto-Vote Expansion: Following ExxonMobil's successful launch of a board-aligned retail auto-voting program, will consumer-heavy "meme stock" companies deploy similar digital tools to completely silence minority activist groups? The AI-Driven Voting Monopoly: As institutional asset managers heavily integrate custom AI parsing tools to cut disclosure review times by 40%, will traditional proxy advisory firms like ISS and Glass Lewis face an existential collapse of their research monopolies? Algorithmic Error Liability: Will an institutional investor face immense legal and fiduciary liability after its proprietary AI stewardship bot accidentally misinterprets dense legalese and votes "Yes" on a hostile proposal? Data Center Environmental Revolts: Seizing on populist movements, will Big Tech and media giants face unprecedented institutional proxy revolts specifically over the compounding environmental risks, energy strains, and water demands of generative AI data centers? Events: No action set to “ignore” - did it matter? YES DExit - did it matter? YES Anti-ESG lawsuits - did it matter? YES Musk’s pay package - did it matter? YES Jay Hoag had the biggest jump from 74% AGAINST to 93% FOR between 2025 and 2026 - did it matter? NO Exempt solicitations are dead except for the super rich - did it matter? MIXED! Questions for 2026: In a NON ACTIVIST situation, does anything matter except attendance for director votes? Are activist shareholder proposals dead? Is the job of ISS and Glass Lewis simply to say whether you should back an activist or not? How many directors will be voted out? Will the SEC make it illegal to be a shareholder in 2026-27 (shareholders can be annoying after all)? AI China AI AI AI China China AI China China China?

  7. Jun 25

    Director vote gaps, plus manipulating pay at Costar and “social independence” at Veeva

    Trade Wire Top Stories:  130 Filings since June 18th The headlines DOMINOS PIZZA: CEO Russell J. Weiner resigning, will become Executive Chair; Executive Chair David A. Brandon resigning COO Joseph H. Jordan appointed CEO and director $3M golden hello NIKE: John W. Rogers, Jr. resigning (2018-2026) 35% no vote in 2025; 40% in 2024; 35% in 2023 RPT: De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer 3rd big LT board left recently: McDonald's (2003-2023); Exelon (2000-2019) 3% influence; redundant skillset Also at NIKE: new CFO David Denton golden hello up to $15.25M cash At Pfizer since 2022; Lowe’s from 2018-2022 Stupid money TYSON FOODS Amended Employment Agreement of Chair John H. Tyson until September 30, 2029: 1) base salary of $3.5M (up from $1.2M) 2) annual bonus target equal to 300% (up from 170%) of his annual base salary, 3) annual equity target  of $6M, 4) one-time incentive award cash payment of $40M, 5) use of Company-owned aircraft plus tax gross-ups ("Based on security concerns and as a result of a security study conducted by a third-party consultant"), 6) 300 hours annually of aircraft use for flights in which he is not a passenger, 7) personal security services and may request additional security services up to $150,000 annually, 8) life insurance and Supplemental Executive Retirement Plan benefits of approximately $175,000 a year formerly: 275 hours for him only/only security and not additional $150k JPMORGAN CHASE: one-time Retention and Continuity equity awards to the following Operating Committee members: Doug Petno, Co-President and CEO of the Commercial & Investment Bank, and Troy Rohrbaugh, Co-President and CEO of Consumer & Community Banking, in the amount of $30M each; Mary Erdoes, CEO of Asset & Wealth Management, and Jennifer Piepszak, Chief Operating Officer, in the amount of $20M each. Dumb stuff CINCINNATI FINANCIAL: appointing Lisa M. Franchetti Admiral Franchetti retired from the U.S. Navy in 2025, after a nearly 40-year career marked by leadership at every operational level, culminating in her service as the 33rd Chief of Naval Operations from November 2023 to February 2025. 15th director SMITH A O: Kevin J. Wheeler will retire as Executive Chair, but remain a director CEO Stephen M. Shafer becomes Executive Chair Smart-ish Stuff AeroVironment: appointed William J. Lynn, III as Class I director The terms of the Company’s Class I directors, including Mr. Lynn, expire at the Company’s 2026 Annual Meeting (due in September) Revolution Medicines: Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the “Company”) of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company’s president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026. The Company currently contemplates appointing Dr. Kelsey to its board effective as of his retirement on January 4, 2027, subject to Board approval. Down to 2F Found their 3rd: CENTENE: elected Lauren Tyler Despite a female CEO (Sarah London) ‍ ‍ PROXY CAGE MATCH New research from Georgeson Advisory reveals that governance proposals accounted for 51% of all shareholder submissions at Russell 3000 companies between July 2025 and mid-May 2026. Total ESG Submissions: Dropped to 710 this season (down from 840 in 2025 and 1,000 in 2024) G Submissions: Rose to 404 proposals (up from 380 last year) SHP Type 2025 2026 % Change Independent Board Chairs 33 92 +179% Written Consent Rights 13 51 +292% Lower Special Meeting Thresholds 18 29 +61% Executive Severance Pay 30 8 -73% Director Resignation Policies 19 7 -63% Clawback-Related Proposals 15 0 ~ The Haters: anti-ESG activists are focusing on G to fudge their numbers 39 G proposals this season: 24 in 2025; 18 in 2024. 11 independent chair proposals: 1 last year average support rate of 25%: 5% last year E&S Collapse E proposals fell to 97 (down from 147) S proposals dropped to 209 (down from 313) Political Spending & Lobbying: Remained the single most active social category with 42 institutional support dropped from 37% last year to 27% this season. AI-related proposals nearly doubled to 23 submissions (up from 12 last year). Institutional support up to 16% from 12%. The SEC’s "no-objection" framework No-Action Requests: Plummeted 36% to 219 requests (down from 342 last year). Proposal Omissions: Despite fewer formal requests, nearly one-third (33%) of governance proposals were successfully omitted from proxy ballots, up from 26% last year. Litigation Backlash: This administrative shift sparked a wave of corporate litigation, with shareholder proponents launching at least six federal lawsuits to contest no-objection exclusions. Texas Out of 17 shareholder proposals filed regarding corporate reincorporation, 11 explicitly targeted Texas as the new corporate domicile. Eight of the nine reincorporation proposals that went to a final shareholder vote were fully approved, with average support hovering comfortably in the low-60% range.   VOTE RESULTS TABLE  Since June 18th 25 meetings at large market caps 9 total SHPs from 7 companies: Top story 0 Victories None Almost Autodesk: Amend Special Meeting Right Threshold 48% yes EBAY: Special Stockholder Meeting Threshold 43% yes Hate Most: Other BJ's Wholesale Club: Majority voting 27% yes Block, Inc.: Establish Board-Level Technology Committee 4% yes Workday, Inc.: Disclose Employee Retention by Demographic 4% yes Disclose Voting Results Based on Share Class 15% yes DELTA AIR LINES Cumulative Voting for Directors 4% yes Action by Written Consent 31% yes disconnect… DOLLAR TREE: Action by Written Consent 5% yes    Say on Pay COSTAR GROUP: pay 29% no (46% no 2025) avg 98% yes: CEO/Founder Andrew Forance 99.4% yes; Pay Committee chair Robert Musslewhite 5% no; Chair Luise Sams 6% no Increased rTSR target to 55th percentile (from 50th), with threshold of 30th percentile (from 25th); rTSR payout is capped at 100% if absolute TSR is negative 2025: threshold (80% modifier) 25th percentile, target (100% modifier) 50th percentile, max (120% modifier) 75th percentile 2026: threshold (50% payout) 30th percentile, target (100% payout) 55th percentile, max (200% payout) 80th percentile; super stretch (250% payout) 90th percentile end result in TSC: from $37.4M to $36.4M from 90,500 options ($82.47) to 114,000 options ($78.33) from 178,000 RSUs ($$14.7M) to 256,049 ($20M) from 31,640/79,100/189,840 PSUs to 38,846/97.100/233,040 T-Mobile US: pay 27% no Christian P. Illek  21% no; Dominique Leroy 22% no; Raphael Kübler 22% no But only 3 of 5 pay members, not the chair IonQ, Inc.: pay 47% no (36% no 2025) classified: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no Okta, Inc.: pay 24% no classified: 95% avg yes Directors VEEVA SYSTEMS: Mark Carges 20% no; Gordon Ritter 27% no; Matthew J. Wallach (Co-Founder) 36% no “Our Board determined that Mr. Wallach is an independent director under NYSE listing standards. While Mr. Wallach is a co-founder of Veeva, he has not been employed by the Company for over six years and he is financially and socially independent from Veeva and current Veeva executives.” 2007–2019: Co-founder and President, Veeva Systems Inc. Independent Chair Gordon Ritter been  on board since 2008 Co-founder/CEO Peter Gassner on board since 2007 Vertiv Holdings: Steven S. Reinemund  23% no; Joseph J. DeAngelo 25% no; Roger Fradin 30% no; Joseph van Dokkum 46% no One woman: Mr. van Dokkum serves as the chairman of the Nominating Committee Expedia Group: combined stock: Barry Diller (Chairman) 20% no; Craig Jacobson 22% no; Alexander Wang 47% no “Each of our current directors, except for Mr. Wang, attended at least 75% of the aggregate number of meetings of the Board and its committees on which the director served” Chief AI Officer, Meta Platforms No committees: 4 board meetings. He’s 29; he has the energy Other stuff Classified Core & Main: Orvin T. Kimbrough 36% no CrowdStrike Holdings: Johanna Flower 23% no; Denis J. O’Leary 39% no IonQ, Inc.: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no Revolution Medicines: Alexis Borisy 21% no FS KKR Capital: James H. Kropp 12% no; Michael J. Hagan 20% no; Elizabeth J. Sandler 29% no; Jeffrey K. Harrow 30% no Guardant Health: Manuel Hidalgo Medina 24% no; Ian Clark (Lead Independent) 35% no CrowdStrike Holdings: Advisory Vote on the Ratification of Supermajority Voting Provisions 14% yes Upcoming Annual Shareholder Meetings Monday, June 29, 2026 Snowflake Inc. (SNOW) ~$78 B QXO, Inc. (QXO) ~$12 B TopBuild Corp. (BLD) ~$11 B TripAdvisor, Inc. (TRIP) ~$1.5 B Tuesday, June 30, 2026 Devon Energy Corporation (DVN)  ~$50 B MongoDB, Inc. (MDB) ~$25 B The Brink's Company (BCO) ~$4.0 B NCR Atleos Corporation (NATL) ~$3.2 B Alumis Inc. (ALMS) ~$3.0 B Braze, Inc. (BRZE) ~$2.2 B Wednesday, July 1, 2026 Green Brick Partners, Inc. (GRBK) ~$3.2 B Tuesday, July 7, 2026 GameStop Corp. (GME) ~$9.5 B CEO/main shareholder Ryan Cohen GameStop CEO Ryan Cohen is so determined to buy eBay that he's taken his own $35 billion pay deal off the table. Cohen has withdrawn the proposed compensation package because he wants to fully focus on revitalizing GameStop's business and acquiring eBay, GameStop said in a press release on Tuesday. Thursday, July 9, 2026 Planet Labs PBC (PL) ~$8.7 B Chewy, Inc. (CHWY) ~$7.5 B Founder Ryan Cohen Olaplex Holdings, Inc. (OLPX) ~$1.3 B THE BIG VOTE Matt Director vote discrepancies: 2025 vs. 2026 Biggest DROP - sudden against votes Jabil Jabil directors - though in fairness, they weren’t stellar votes anyway John Plant 2025 was 39.5% against, 2026 was 84% against Audit Vote predictor: 73% expected support prior to the meeting, 66% chance of >20% against - St

  8. Jun 19

    Declassify Lululemon, plus anti-ESG losses and big dumb payouts

    Lead independent directors continue to be CEOs-in-training Lachlan Murdoch give himself more money but promises he had nothing to do with it Investors hate ONE company’s pay Exxon hearts Texas and loathes ESG And on the Big Vote, Matt puts on some LuluLemon Trade Wire Top Stories:  130 Filings since May 28th The headlines Lead Independent Directors are King TYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board $2.8M golden hello equity StandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell Ford Russell Ford will continue as Exec Chair until 1/1/2027 $20M golden hello CLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession started DEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027 MICROSOFT: Epstein Files bro Reid Hoffman stepping down Down to 2F GLADSTONE INVESTMENT: elected George “Chip” Stelljes, III Immediately named to 3 committees: Compensation Committee, Nominating and Valuation Only one woman serves on any board committee: Katharine C. Gorka Oh wait, she’s the only woman Stupid money Fox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000 If the maximum stays: annual from $12M to $18M and equity from $22M to $40M So a possible increase of $24M “Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments” CFOs Cencora: $8M golden hello: $2M cash Trade Desk: $10m golden hello UL Solutions: special, one-time $20M equity grant to CEO Jennifer F. Scanlon TRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEO new CEO Michael P. Lyons will join board: golden hello $37.5M equity and $2.7M cash Marvell Technology: director Daniel Durn resigned to become CFO: golden hello ~41$M: $1M cash Dumb stuff C. H. ROBINSON WORLDWIDE: special equity award for Arun Rajan, the Company’s Chief Strategy and Innovation Officer of $7.5M equity “designed to drive strategic and talent development outcomes”  MICROCHIP TECHNOLOGY: appointed former exec Mitch Little as director authored two books, Shiftability: Creating a Sustainable Competitive Advantage in Selling and CUSP: Leading by Serving, When Outcomes Matter Most First one is self-published through Amazon Second one is a .pdf and not published (48 pages) Space Exploration Technologies Corp: elected MuskBro Roelof Botha as an “independent Common Stock Director Smart-ish Stuff CME GROUP: Chair/ CEO Terrence A. Duffy will become Exec Chair CFO Lynne C. Fitzpatrick will become CEO/director ‍ ‍ PROXY CAGE MATCH Meh, nothing spectacular   VOTE RESULTS TABLE  Since May 28th 145 meetings at large market caps 77 total SHPs from 33 companies: Top story Warner Bros. Discovery pay 84% no Sustainability ROI Report 3% yes Joseph M. Levin 22% no; Geoffrey Y. Yang 31% no; Kenneth W. Lowe 31% no; Richard W. Fisher 31% no; Debra L. Lee 32% no; Anthony J. Noto 41% no; Paul A. Gould 52% no EXXON MOBIL Texas Redomiciliation 71% yes Voyager Technologies: Texas 92% yes Condescending SHPs Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000 15% yes; requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board’s recommendations 24% yes TARGET CORP independent board chair 39% yes Brian Cornell 13% no SHPs: presence of pesticides in Target’s private label brands 18% yes; reducing plastic microfiber shedding 20% yes x Victories HUBSPOT: Special Shareholder Meeting Improvement 79% yes FIVE BELOW: simple majority vote standard 90% yes El Pollo Loco Holdings: majority voting standard 71% yes Almost Otis Worldwide: political contributions and expenditures 45% yes DOLLAR GENERAL: Reduce Special Meeting Ownership 42% yes NETFLIX: Act by Written Consent 44% yes Datadog: simple majority voting 42% yes Hate DICK'S SPORTING GOODS: Women's Rights Related Business Risk and Decision Framework 0.06% yes Airbnb: Risks Relating to Digital Services 0.06% yes; Discrimination in Charitable Support 0.04% yes;Risks of Politicized Divestments 0.09% yes Most: Meta Platforms (10) Report on AI Data Usage Oversight 10% yes; Annual Vote Regarding Executive Pay 27% yes; Dual Class Capital Structure 26% yes; Disclosure of Voting Results By Share Class 20% yes; Human Rights Due Diligence 4% yes; Addressing Antisemitism and Hate 7% yes; Climate Change-Related Commitments 7% yes; Integrating Child Safety into Exec Comp 3% yes'; Data Protection Impact Assessment on Gen AI 7% yes; Risks of H-1B Visa Program Use less than 1% yes Alphabet (10) Climate Goals Disclosure 7% yes; Water Usage & AI Report 1% yes; Equal Shareholder Voting 31% yes; Viewpoint Diversity Risk 0.16% yes; Politicized Content Moderation 0.2% yes; Immigration Policy Impact 2% yes; Data Privacy Report 6% yes; AI Board Oversight 4% yes; AI Misinformation Report 9% yes; AI Data Usage Oversight 12% yes Other No ESG-related shareholder proposals pass in 2026 proxy season ESG and Anti-ESG Shareholder Proposals in 2026 “Considerations regarding what constitutes ESG proposals are necessarily subjective. In our analysis, we include proposals with clearly social goals, including proposals related to DEI or freedom of speech, or climate related goals, among others. We exclude proposals with a governance focus, such as those requesting an independent board chair or rights to call a special meeting, among others.    Say on Pay Fidelity National Information Services: pay 30% no 98% avg yes Apollo Global Management: pay 29% no 99% avg yes Ulta Beauty: pay 22% no 98% avg yes PROCORE TECHNOLOGIES: pay 37% no classified: Nanci E. Caldwell 32% no COMCAST: pay 42% no Kenneth J. Bacon 20% no; Thomas J. Baltimore, Jr. 22% no Independent chair 26% yes Arista Networks: pay 40% no classified: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% no Directors TKO Group Holdings: The Rock 20% no MATTEL INC: 25% no: Adriana Cisneros, Diana Ferguson, Prof. Noreena Hertz, Soren Laursen, Roger Lynch, Dominic Ng, Dr. Judy Olian Classified Arista Networks: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% no DOCUSIGN: Allan Thygese 22% no; Cain Hayes 27% no; James Beer 28% no FUEL TECH: Douglas G. Bailey 23% no Astera Labs: Michael Hurlston 32% no Rocket Companies: Matthew Rizik 21% no Fidelity National Financial: William P. Foley II 22% no Zoom Communications: Lieut. Gen. H.R. McMaster 23% no REGENERON PHARMACEUTICALS: Craig B. Thompson, M.D. 21% no; Christine A. Poon 23% no; Joseph L. Goldstein, M.D. 30% no Other stuff CME GROUP In the election of one Class B-3 Director, no quorum was achieved. Therefore, Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws. She will continue to serve until her successor is duly elected at the 2027 Annual Meeting or her earlier resignation. "The Big Picture: Corporate management tried to eliminate the special rights of Class B shareholders to elect their own board directors. The shareholders successfully blocked this change—either by actively voting ""No"" or by simply not showing up to vote. 1. The Corporate Governance Proposals (Items 4 - 7): Management needed specific majorities to strip away these Class B voting rights, and they failed across the board: Item 4 (Eliminate Class B-1 Director Rights): FAILED. Management wanted to stop B-1 shareholders from electing three directors. It needed a majority of all outstanding B-1 shares to agree, but only 27.84% voted yes. Item 5 (Eliminate Class B-2 Director Rights): FAILED. Management wanted to stop B-2 shareholders from electing two directors. Only 23.37% of B-2 shares voted yes. Item 6 (Eliminate Class B-3 Director Rights): NO VOTE. Only 28.44% of Class B-3 shareholders showed up (the minimum needed to hold a vote was 33.3%). Because they lacked this ""quorum,"" the proposal was thrown out without a vote. Item 7 (The Certificate Amendment): PASSED BUT VOID. While the general pool of shareholders voted ""Yes"" to a corporate amendment, it was legally contingent on Items 4, 5, and 6 passing. Because those failed, this amendment is dead in the water and will not be filed. 2. The Board Elections (Item 8) Because management failed to alter the rules, the traditional Class B board elections took place with the following results: Class B-1: William H. Hobert, Patrick J. Mulchrone, and Robert J. Tierney Jr. were all successfully re-elected to the board until 2027. Class B-2: Patrick W. Maloney was successfully re-elected to the board until 2027. Class B-3: No election occurred. Because Class B-3 shareholders didn't hit their 33.3% attendance turnout, they couldn't vote on a director. By default legal rules, the current incumbent, Elizabeth A. Cook, automatically keeps her seat as a “holdover” director until 2027." KKR & Co: special: eliminate the supermajority voting requirement: failed: 98% yes but less than 90% of outstanding shares present (86.6%) Upcoming Annual Shareholder Meetings: June 22-23 2026 Tuesday, June 23 CoStar Group, Inc. (CSGP) Real Estate Data / ~$30B+ Core & Main, Inc. (CNM) Industrial/Waterworks / ~$10B+ Two Harbors Investment Corp. (TWO)Mortgage REIT / ~$1B+ Wednesday, June 24 NVIDIA Corporation (NVDA) Semiconductor & AI / ~$3T+ Synchrony Financial (SYF) Consumer Finance / ~$15B+ F&G Annuities & Life, Inc. (FG) Insurance / ~$5B+ Thursday, June 25 Lululemon Athletica Inc. (LULU) Apparel / ~$40B+ The Kroger Co. (KR) Grocery Retail / ~$35B+ UiPath, Inc. (PATH) AI & Automation Software / ~$7B+ Blue Owl Capital Corp. (OBDC) Asset Management / ~$7B+ Box, Inc. (BOX) Cloud Content Management / ~$4B+ Terex Corporation (TEX) Heavy Machinery / ~$3B+ Dell Technologies Inc. (DELL) Tech Hardware & AI / ~$100B+ Marvell Te

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About

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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  • Creator
    Free Float Media, Inc.
  • Years Active
    2023 - 2026
  • Episodes
    82
  • Rating
    Explicit
  • Copyright
    © 2026, Free Float Media Inc.
  • Show Website
    PROXY COUNTDOWN

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