PROXY COUNTDOWN

Free Float Media, Inc.
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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. 7h ago

    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

    51 min

  2. 6d ago

    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

    47 min

  3. May 29

    Board scenario models at Walmart, plus Amgen won’t move your piano

    This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: BP Ousts a Bully No foosball tables for the new CFO at Amgen An activist investor calls a board “lazy” Welltower investors decide they hate the NEOs’ $1.5B in equity awards And on the Big Vote, Matt talks Walmart Trade Wire Top Stories:  88 Filings since May 14th The headlines BP ousts chair over ‘serious’ governance, oversight concerns The oil giant’s board removed Albert Manifold from his roles as chair and director this week, effective immediately. He faced a contingent of investor opposition at BP’s recent annual meeting. Ousted BP Chair Hits Back at ‘Lies’ About His Conduct Albert Manifold was abruptly fired by the oil major this week amid concerns about bullying behavior TYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board Schomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019 Clorox CEO Linda Rendle to Step Down for Health Reasons The company says it will begin a comprehensive CEO search process to succeed her NEOs Linda Rendle 47/2016 Chair/CEO (2020-) Nina Barton 52/2024 Group President – Care & Connection Luc Bellet 47/2025 CFO Stacey Grier 62/2019 Executive Chief of Staff Angela Hilt 53/2020 Chief Legal and External Affairs Officer Chris Hyder 50/2021 Group President – Health & Hygiene Kirsten Marriner 53/2016 Chief Administrative Officer Eric Reynolds 55/2015 Chief Operating and Strategy Officer Board 5F/6M Down to 2F Stupid money AMGEN INC (AMGN) New CFO Thomas Dittrich: $18.7M golden hello: $5.1M cash standard relocation benefits: Immigration; Pre-Assignment Home Finding Trip (and any qualified eligible dependents); Final Travel to the Host Location; Shipment of Household Goods & Personal Effects (including the professional survey, packing, surface shipping, delivery, insurance, uncrating, unpacking, in-transit storage and reasonable import duties on used household goods and personal effects but will NOT cover Food and perishable items, Alcohol, Pianos, Major electrical and gas appliances, Plants, Weapons, Heavy or bulky hobby equipment, such as billiards tables and exercise equipment, Jewelry, furs, precious stones, legal documents, securities, money, artwork, Non household pets or livestock, Planes, boats, motorcycles and snowmobiles Shipment of Household Pets; Temporary Living on Arrival in the Host Location (7 days in the Home Country prior to departure and up to 30 days in the Host Country); Per Diem; Car Rental for 30 days; Home Finding Relocation Allowance ($318k) to assist with the cost of any miscellaneous items not otherwise covered within the relocation assistance provided (e.g. voltage adapters, electrical appliances, movement of goods not covered within the policy, host local settling in costs, etc.); ALTRIA GROUP (MO) Salvatore Mancuso new CEO former CEO William F. Gifford, Jr will become board consultant golden parachute $21M equity, $250k month until end of 2026; golden hello for new CEO ~$7M equity O REILLY AUTOMOTIVE (ORLY) the Compensation Committee recommended a $2M stock option award for Greg Henslee, Executive Chairman Dumb stuff AMERICAN INTERNATIONAL GROUP (AIG) appointed Thomas D. Stoddard not voted on at AGM Smart Stuff PROXY CAGE MATCH Activist investors push to oust former Target CEO from board Mercy Investment Services, SOC Investment Group and Trillium Asset Management is urging Target shareholders to vote against the reelection of Executive Chair Brian Cornell and Lead Independent Director Christine Leahy at the retailer’s annual shareholder meeting in June. Among the reasons cited is Leahy’s oversight of the decision to retain former CEO Cornell as executive chair and special adviser, per a letter to shareholders filed in a notice of exempt solicitation on Friday. “In our view, Target has endured years of strategic and operational missteps that have led to significant underperformance compromising long-term shareholder value,” the letter from Mercy Investment Services, SOC Investment Group and Trillium Asset Management states. “The recent CEO succession does not signal that the Board is focused on the genuine reset we believe is critical to turn the Company around.” Bradley Radoff, who owns about 3% of Marston, the pubs group, says it should sell sites to pay down its £860m debt as shareholders are starved of returns “I’m asking the board to be its own ‘activist’ and solve the problem immediately. The board is lazy.” A Marston’s spokesman said: “We continuously engage with our shareholders and always welcome their views on capital allocation.” Lululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon will appoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentilel take all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026 one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting; the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meeting and, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting Wilson in exchange will: agree to not bad-mouth the company for around 18 months vote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder Meeting   VOTE RESULTS TABLE  Since May 14th 206 meetings at large market caps 87 total SHPs from 44 companies: 55g 18s 14e 3 Victories TransUnion (TRU): call a special meeting 72% yes ON SEMICONDUCTOR (ON): simple majority voting 98% yes Verisk Analytics: act by written consent 52% yes 8-k didn't name it Hate Yeah but who cares Most: Home Depot (7) recycling-related plastics targets less than 1% yes; packaging policies for plastics 17% yes; customer data privacy risks 9% yes; independent board chair 26% yes; biodiversity impact and dependency assessment 14% yes; sufficiency of associates’ access to healthcare 8% yes; discrimination in charitable support less than 1% yes The most: Independent Board Chair No victories: 43% to 12% yes JPMorgan: 35% yes Other Ford Motor: Provide that All of the Company’s Outstanding Stock Have One Vote Per Share 43% yes: John Chevedden RELIANCE, INC. (RS): requiring directors to depart the Board within nine months of failing to receive a majority vote 16% yes: John Chevedden NEXTERA ENERGY (NEE) 2 Paris Agreement Alignment 35% yes; Net Zero Business Performance Risks 1% yes The names of co-filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information    pay over 30% NO WELLTOWER INC. (WELL): pay 81% no Ade J. Patton: 25% no; Sergio D. Rivera: 25% no; Johnese M. Spisso: 27% no; Kathryn M. Sullivan: 24% no THERMO FISHER SCIENTIFIC: pay 68% no 95% avg yes; Dion J. Weisler: 11% no SOMNIGROUP INTERNATIONAL (SGI): 42% no SIMON PROPERTY GROUP (SPG): 31% no UDR, Inc. (UDR): pay 31% no 95% avg yes; Robert A. McNamara 11% no BXP, Inc. (BXP): pay 31% no 95% avg yes; Matthew J. Lustig: 12% no; Owen D. Thomas: 10% no CITIGROUP INC (C): pay 40% no 96% avg yes BlackRock, Inc. (BLK): pay 35% no 97% avg yes PLAINS ALL AMERICAN PIPELINE LP (PAA): pay 39% no classified: 98% avg yes Directors TRIMBLE INC. (TRMB) Kaigham (Ken) Gabriel 33% no; Kara Sprague 33% no;  Thomas Sweet 33% no;  Other stuff Upcoming Annual Shareholder Meetings: May 17-23 2026 Tuesday, June 2, 2026 Joby Aviation, Inc.JOBY~$10.5 Billion Brighthouse Financial, Inc.BHF~$3.6 Billion Viridian Therapeutics, Inc.VRDN~$1.76 BillionI ICF International, Inc.ICFI~$1.25 Billion Wednesday, June 3, 2026 Duolingo, Inc.DUOL~$5.0 Billion The Carlyle Group Inc.CG~$16.4 Billion Thursday, June 4, 2026 Walmart Inc.WMT~$945.8 Billion SHPs Request for Cumulative Voting for Board Elections National Legal and Policy Center  Report on Workplace Health and Safety Governance Oxfam America, Inc. Report on Immigration Policy and Enforcement SOC Investment Group Report on Workplace Impact of AI and Automation United for Respect CEO Pay Ratio: 958:1 we excluded approximately 4.71% of our total associate population or approximately 100,000 associates outside of the U.S.: India (50,821) and South Africa (28,202) Howard Hughes Holdings Inc.HHH~$3.8 Billion Friday, June 5, 2026 Omega Healthcare Investors, Inc.OHI~$13.5 Billion

  4. May 15

    Business Roundtable Boards, plus Victoria’s Secret and vote roundups

    Proof that Berkshire Hathaway has always been fake frugal Companies following their own rules Victoria’s Secret rejects a Brett Blundy A wrap-up of 150 meeting results over the past 2 weeks And on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge Trade Wire Top Stories:  Filings since May 1st The headlines BERKSHIRE HATHAWAY Charles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFO Mr. Chang will be paid an annual cash salary of $8,000,000. Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037. Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per year EMERSON ELECTRIC elected Jennifer G. Newstead  3 women! GENERAL MILLS Long-tenured director Steve Odland (2004-) stepping down Dana McNabb named COO, been with the company since 1999 and is also becoming a director CFO getting a one-time $3.5M equity award while CTO is getting $2.5M ‍ ‍ Down to 2F Stupid money Snap Inc (SNAP) $14.9M golden hello equity award for new CFO Douglas Hott Dumb stuff DUCOMMUN appointed Mark A. Caylor as a Class II Director to serve for a term expiring at the annual meeting of stockholders in 2029 appointed to serve as a member of the Board’s Audit Committee Trade Desk Samantha Jacobson resigning as Chief Strategy Officer but will continue to serve as director Toll Brothers new COO Seth J. Ring added to board OCCIDENTAL PETROLEUM Vicki Hollub stepping down as CEO, replaced by Richard Jackson Vicki staying on board, Jackson added 4/30 but not voted on 5/1 PLAINS ALL AMERICAN PIPELINE appointed Cynthia B. Taylor to board The former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability Committee Smart Stuff WEC ENERGY GROUP Having reached the applicable retirement age under WEC Energy Group’s Corporate Governance Guidelines, Gale Klappa completed his service as Chairman of the Board on May 7, 2026 COMMERCE BANCSHARES Benjamin F. Rassieur, III retired due to the mandatory retirement requirements of the Company. Mr. Rassieur had been a Board member since 1997 and was a member and former committee chairman of the Audit and Risk Committee. TTM TECHNOLOGIES Director John G. Mayer resigned Resignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, per the Company’s Corporate Governance Guidelines PROXY CAGE MATCH Victoria’s Secret rejects activist investor Brett Blundy’s board push Swatch shareholders reject activist investor's bid for board seat Steven Wood, whose GreenWood ‌fund owns about 0.5% of Swatch, had challenged the Hayek family's control of Swatch with the backing of proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis. Swatch said he was not suited to represent shareholders. They instead elected Swatch nominee Andreas Rickenbacher, a former Swiss ​politician and current director at BKW and Aebi Schmidt. Participants in the annual general meeting rejected his appointment to the board, with ​79.6% of votes against and 19.2% in favour. Swatch's dual-class share structure has helped CEO Nick Hayek and Chair Nayla Hayek, children of founder Nicolas Hayek, maintain control: their family owns about a quarter of the equity but more than 40% of voting rights "For the second time, the shareholders have clearly rejected his election," ​Swatch said. Among non-dual class cheaters: support for Wood was at 80%, higher than the 62% in an equivalent bid last ‌year   VOTE RESULTS TABLE  Since May 1st 153 meetings at large market caps 82 total SHPs:  4 Victories VERTEX PHARMACEUTICALS: act by written consent 57% yes ALBEMARLE: call a special meeting 57% yes CF Industries: excessive golden parachutes 51% yes NRG ENERGY: call for a special shareholder meeting 56% yes Hate Constellation Energy: Report on DEI Initiatives 1% yes National Center for Public Policy Research According to 1792 Exchange’s Corporate Bias Ratings TRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yes The Heritage Foundation According to 1792 Exchange’s Corporate Bias Ratings INTERNATIONAL BUSINESS MACHINES CORP (IBM) Report on AI Bias: 2% yes National Center for Public Policy Research The White House has issued an executive order specifically seeking to combat “woke” AI Report on Discrimination in Charitable Support: 2% yes The Heritage Foundation IBM has a perfect score on the Human Rights Campaign’s Corporate Equality Index COCA COLA Sustainability Committee By-Law Amendment 0.87% yes National Center for Public Policy Research “Being good might cost too much” Plastics Packaging Policies 0.8% yes National Legal and Policy Center “Being good might cost too much” (*Diversity, Equity and Inclusion Efforts 11% yes:  As You Sow) GILEAD SCIENCES: risks of ESG and DEI executive compensation metrics 0.7% yes Bowyer Research “Being good might cost too much” DOMINION ENERGY ESG/DEI Compensation Metrics 1% yes The Heritage Foundation “Being good might cost too much” AMERICAN EXPRESS transgender healthcare treatments for minors 0.4% yes Inspire Investing American Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Index political bias risk oversight 0.9% yes National Center for Public Policy Research According to the 1792 Exchange FIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yes Inspire Investing But wait: “Being good might cost too much”?? COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yes National Legal and Policy Center Independent Board Chair (19) Avery Dennison: 39% yes CORNING: 18% yes GILEAD SCIENCES: 27% yes WEST PHARMACEUTICAL SERVICES: 46% yes EVERSOURCE ENERGY: 26% yes CARVANA: 4% yes BANK OF AMERICA: 32% DOMINION ENERGY: 24% yes BERKSHIRE HATHAWAY: 15% yes AFLAC: 12% yes PEPSICO: 26% yes BRISTOL MYERS SQUIBB: 27% yes ECOLAB: 26% yes AbbVie: 39% yes PRUDENTIAL FINANCIAL: 30% yes DOVER: 36% yes CORPAY: 30% yes LOCKHEED MARTIN: 37% yes COLGATE PALMOLIVE: 29% yes    pay over 10% NO GOLDMAN SACHS pay 30% no Pay committee chair Kimberley Harris 26% no BERKSHIRE HATHAWAY say on pay every 3 years 66% OMNICOM GROUP 44% no pay avg 97% yes MOLINA HEALTHCARE 47% no pay avg 97% yes Directors Trade Desk classified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yes Ummmmmmmmm? plurality SERVICE CORP INTERNATIONAL Sara Martinez Tucker  17% no C. Park Shaper 18% no Victor L. Lund 21% no Anthony L. Coehlo 21% no Marcus A. Watts (Lead Ind. Director) 57% no Ummmmmmmmmm? The Company and its directors take the shareholder concerns expressed in the vote seriously. The Nominating and Corporate Governance Committee of the Board will carefully consider the failure to meet the majority vote requirement through the process set forth in Section 3.4 of the Company’s Corporate Governance Guidelines. The Committee will make a recommendation to the Board regarding any action to be taken in relation to its findings. The Board will act on the Committee’s recommendation and publicly disclose its determination following completion of its review. Limit Liability of Officers (Exculpation) 52% no CORPAY Annabelle Bexiga 24% no Thomas M. Hagerty 26% Steven T. Stull 28% no Hala G. Moddelmog 31% no Joseph W. Farrelly 39% no SOUTHWEST AIRLINES Nom Committee chair Christopher P. Reynolds 39% no Other stuff DT Midstream: The stockholder proposal as set forth in the Proxy was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the stockholder proposal had been properly presented, the proposal would not have been approved by the Stockholders, with the votes shown 30% yes NVR: Shareholder proposal to reduce the ownership threshold required to call a special meeting. The shareholder proposal as set forth in the proxy statement for the Annual Meeting was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the Company's shareholders; disclose greenhouse gas emissions 47% yes RB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yes Both in-person and virtual meetings UNITED PARCEL SERVICE (UPS): Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share 40% yes; Upcoming Annual Shareholder Meetings: May 17-23 2026 May 18 Valley National Bancorp (VLY) Virtual ~$4B 3/0 Vishay Intertechnology (VSH) Virtual ~$3B 3/0 May 19 JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4 PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2 Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1 Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0 Zebra Technologies (ZBRA) Virtual ~$15B 3/0 Permian Resources (PR) In-Person ~$13B 5/0 May 20 BlackRock, Inc. (BLK) Virtual ~$140B 3/2 Northrop Grumman (NOC) Virtual ~$75B 3/2 Zoetis Inc. (ZTS) Virtual ~$80B 3/0 EOG Resources, Inc. (EOG) Virtual ~$75B 3/0 GE Vernova Inc. (GEV) Virtual ~$55B 3/1 S&P Global (SPGI) Virtual ~$160B 3/0 May 21 Leggett & Platt (LEG) Virtual ~$2B 4/0 IDACORP, Inc. (IDA) Virtual ~$5B 3/0 The Home Depot (HD) Virtual ~$350B 3/2 Harley-Davidson (HOG) Virtual ~$5B 4/0 May 22 Honeywell International (HON) Virtual ~$140B 3/1 The Allstate Corp (ALL) Virtual ~$50B 3/1 Apple Hospitality (APLE) In-Person ~$3.5B 3/0 THE BIG VOTE AGM Date: May, 2026: Virtual 2026 Proxy 2025 Proxy 2025 Voting results 2024 Voting resu

  5. May 1

    Aflac’s Atlanta crew, plus vote avoidance at AIG and Ball Corp’s vote prediction

    Trade Wire Top Stories:  Filings since April 24 The headlines AMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive Chair SOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on board We reported as Interim last week, is now permanent ‍ ‍ Down to 2F Stupid money NVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity award RESMED INC (RMD) $3.5M golden hello to new CFO Former CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation. From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards. Other stuff CARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation accepted Two weird board classification reshuffles: MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, the service of Mr. Baker and Mr. Brennan on the Board is deemed to have continued uninterrupted. GEN Restaurant Group, Inc. (GENK) : changed the Board’s composition as follows: (i) Jae Chang and David Park, the former Class II members of the Board, were appointed as Class III members of the Board, and (ii) David Kim, the former Class III member of the Board, was appointed as a Class II member of the Board, in each case effective immediately. In connection with this change, on April 29, 2026, Messrs. Chang and Park tendered their resignations as directors, contingent upon their reappointment to the Board as directors and members of Class III.  On the Effective Date, Mr. Kim also tendered his resignation as a director, contingent upon his reappointment to the Board as a director and a member of Class II.  PROXY CAGE MATCH Activist Starboard Pushes for Lamb Weston to Hold Investor Day Can they work on virtual AGMs too? The SEC tried to silence activist investors. Now they’re fighting back. Since President Donald Trump took office, the Securities and Exchange Commission has made it harder for small and activist investors to raise concerns through the government filing system known as EDGAR. Now they’re pushing back with their own alternative platform, which they call the Proxy Open Exchange — or POE.  In less than a week, POE has 63 filings, with dozens more expected. EDGAR shows just 39 exempt solicitations so far in 2026.  Nelson Peltz’s son builds first public activist stake in Intertek That’s it, just wanted to cite a nepo-baby Swatch Group Investor Battle Heats Up After ISS Backs Activist Steven Wood, founder of Greenwood Investors, is pushing to be nominated at Swatch’s upcoming meeting. ISS urged investors to vote for Wood, citing weak long-term performance and governance shortcomings, including a lack of board independence and the continued influence of the Hayek family on Swatch. Activist investor backs Pearson boss’s contentious pay rise The education group has put forward a revised pay arrangement that would see CEO Omar Abbosh receive up to £13M this year, up from £9M last year, deemed “excessive” by Glass Lewis and ISS.  Cevian Capital, which in recent months has steadily built its stake to just over 18% to become Pearson’s largest shareholder, insisted that the policy had “clear pay-for-performance” that would encourage “long-term value creation”.  Sackler-linked firm succeeds in bid for Ingles board seat Summer Road LLC, the Sackler family office, was successful in their bid to earn a seat on Ingles Markets Board of Directors Summer Road’s Chief Investment officer Rory Held was elected with support from approximately 62% of outstanding Class A shares, representing approximately 70% of the votes cast. Shareholders Overwhelmingly Elected Rory A. Held to Ingles Markets’ Board of Directors   VOTE RESULTS TABLE  April 24-April 30  42 meetings at large market caps  22 total SHPs: (Wells Fargo 6) Independent Board Chair  PFIZER INC (PFE) 29% yes STANLEY BLACK & DECKER, INC. (SWK) 8% yes JOHNSON & JOHNSON (JNJ) 23% yes WELLS FARGO & COMPANY (WFC) 34% yes* DOMINOS PIZZA INC (DPZ) 40% yes departure of directors who fail to obtain a majority vote 16% yes Act by Written Consent BORGWARNER INC (BWA) 4% yes Cigna Group (CI) 48% yes HCA Healthcare, Inc. (HCA) 22% yes report on healthcare consequences 11% yes call a special meeting AGCO CORP /DE (AGCO) 49% yes SHERWIN WILLIAMS CO (SHW) 43% yes AES CORP (AES) 35% yes Majority Voting Standard CITIZENS FINANCIAL GROUP INC/RI (CFG) 10% yes WELLS FARGO & COMPANY (WFC) 48% yes Other G EDISON INTERNATIONAL (EIX): Retention of Equity 37% yes DOMINOS PIZZA INC (DPZ): departure of directors who fail to obtain a majority vote 16% yes independent board chair requirement 40% yes S FASTENAL CO (FAST): EEO-1 reporting disclosure policy 22% yes WELLS FARGO & COMPANY (WFC) Respecting Vendor Civil Liberties* 2% yes WELLS FARGO & COMPANY (WFC) Board Committee on Indigenous Rights 5% yes HCA Healthcare, Inc. (HCA): report on healthcare consequences 11% yes act by written consent 22% yes E ARCBEST CORP /DE/ (ARCB): GHG emissions reduction targets 30% yes WELLS FARGO & COMPANY (WFC) Energy Supply Ratio 20% yes WELLS FARGO & COMPANY (WFC) High-Carbon Financing Litigation Risks 9% yes    10 pay over 10% NO EDISON INTERNATIONAL (EIX): pay 22% no Retention of Equity 37% yes; auditor 9% no 97% avg yes FASTENAL CO (FAST): pay 11% no WHIRLPOOL CORP (WHR): pay 31% no 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director)  80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes GRACO INC (GGG): pay 32% no classified: Martha A. Morfitt (Lead Director) 21% no PFIZER INC (PFE): pay 13% no Joseph J. Echevarria 18% no AMERICAN ELECTRIC POWER CO INC (AEP): pay 18% no Sara Martinez Tucker 16% no Prologis, Inc. (PLD, PLDGP): pay 42% no George Fotiades (chair) 12% no David O’Connor 4% no Olivier Piani 2% no Board average 97% yes Essential Utilities, Inc. (WTRG): pay 10% no; auditor 10% no  CARLISLE COMPANIES INC (CSL): pay 13% no EXELON CORP (EXC): pay 10% no; auditor 11% no Directors   over 10%  AMERICAN ELECTRIC POWER CO INC (AEP): Sara Martinez Tucker 16% no pay 18% no BALL Corp (BALL): Todd A. Penegor 40% no Interactive Brokers Group, Inc. (IBKR): Thomas Peterffy (Founder/Chair); 12% no; Milan Galik (CEO) 12% no; Earl H. Nemser (Vice Chair) 14% no Founder and Chairman Thomas Peterffy holds approximately 75% of the total voting power HCA Healthcare, Inc. (HCA): Nancy-Ann DeParle 11% no PFIZER INC (PFE): Joseph J. Echevarria 18% no GRACO INC (GGG): classified: Martha A. Morfitt (Lead Director) 21% no pay 32% no WHIRLPOOL CORP (WHR): 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director)  80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes pay 31% no HUNTINGTON BANCSHARES INC (HBAN): David L. Porteous 11% no HUNT J B TRANSPORT SERVICES (JBHT): James L. Robo (Lead Director) 13% no RAMBUS INC (RMBS): classified: Charles Kissner (Chair) 15% no Prologis, Inc. (PLD): George L. Fotiades (Lead Director) 12% no Other stuff ARCBEST CORP /DE/ (ARCB): Redomestication (Delaware to Texas) 67% yes SHERWIN WILLIAMS CO (SHW): the dirty trick: shareholder ability to call a special meeting 43% 25% Special Meeting Threshold 91% yes Upcoming Annual Shareholder Meetings: May 2-May 9 Saturday, May 2, 2026 Berkshire Hathaway (BRK.A / BRK.B) – ~$1.0 Trillion | In-person (Omaha, NE) Cincinnati Financial Corp. (CINF) – ~$20 Billion | In-person (Cincinnati, OH) Monday, May 4, 2026 Eli Lilly and Company (LLY) – ~$830 Billion | Virtual | 3 SHPs Bank of America Corporation (BAC) – ~$320 Billion | Virtual Aflac Incorporated (AFL) – ~$55 Billion | Virtual Data Breach 6/12/25: Aflac first identified suspicious activity on its network On the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators. By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people. The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI

    50 min

  6. Apr 24

    Blame at Wells Fargo’s AGM, plus Ingles governance joke, Cook out, Texas reject

    This is Proxy Countdown. Welcome to the big show for the week of April 20, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Tim Cook changes chairs at Apple While Corrie Barry loses hers at Best Buy Activist investors raise the Sackler Sucks flag at Ingles Markets Shareholders love mergers but hate merger pay And on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo Trade Wire Top Stories: 30 Filings since April 16 The headlines Apple Inc. (AAPL): Tim Cook transitioning to Exec Chair John Ternus promoted to CEO and director Art Levinson, current Chair (2011-), will become Lead Independent Director NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGM SOUTHERN COPPER CORP/ (SCCO) CEO Oscar Gonzalez Rocha passed away appointed director Leonardo Contreras Lerdo de Tejada as interim CEO BEST BUY CO INC (BBY) Jason Bonfig promoted; succeeding Corie Barry Corie barry leaving board David W. Kenny stays as chair Corie Barry will remain employed as a strategic advisor in a non-executive officer role for six months: base salary will decrease to $1,000,000, will remain eligible for a pro-rated payout of her short-term incentive award for the portion of fiscal 2027 in which she served as CEO, LT equity will continue to vest, and she will remain eligible for executive-level employee benefits Lululemon names former Nike exec Heidi O'Neill as CEO Golden hello: $7M equity, $2M cash Lululemon board: 7 of 11 F Chair Martha Morfitt Committees: Audit: 2 of 3 F, including chair Nomination: 3 of 5 Pay: 3 of 5 F, including chair Also: CFO, Chief Merchandising Officer, Chief People & Culture Officer, Chief Legal and Compliance Officer, Chief Brand & Product Activation Officer ‍ ‍ Down to 2F Stupid money CrowdStrike Holdings, Inc. (CRWD): special equity award to president Michael Sentonas: target $42M, max $84M Expedia Group, Inc. (EXPE): golden hello for new CFO Derek Andersen: $2.5M cash; $17M equity; relocation benefits: $30k per month for 13 months for rent, $325k Home Sale Assistance, 3 RT flights for him and family there have been several reports recently linking activist investor pressure to the departure of Snap’s CFO, Derek Andersen. The timing and the surrounding circumstances strongly suggest he was part of a broader "clean slate" maneuver triggered by activist demands  Lululemon names former Nike exec Heidi O'Neill as CEO: Golden hello: $7M equity, $2M cash MASCO CORP /DE/ (MAS): Jai Shah, Masco’s Group President, Plumbing and Wellness golden parachute ~$5.5M REGAL REXNORD CORP (RRX): Aamir Paul will succeed Louis V. Pinkham as CEO: $8.75M golden hello, $575K cash Dumb stuff CARPENTER TECHNOLOGY CORP (CRS): appointed COO Brian J. Malloy to board as Class III director, with a term ending at the Company’s 2028 meeting PROXY CAGE MATCH Ingles Markets issued an open letter to shareholders amid an active proxy fight, urging votes for its two nominees, Rebekah Lowe and Dwight Jacobs. The company is strongly opposing activist nominee Rory Held, arguing his ties to the Sackler family create conflicting loyalties and potential fiduciary conflicts if elected. Activist Investor Summer Road said: "Our independent director candidate, Rory A. Held, is not a member of the Sackler family and has never worked with Purdue Pharma." Ingles said: But, in a time when public records are available to anyone, Summer Road and Rory Held can run, but they cannot hide – although they have tried. Summer Road has accused Ingles of not understanding public company governance. However, Ingles understands public company governance just fine” And: Rory Held’s Loyalties Are Owed to the Sacklers, Including the Former Co-Chairman of the Purdue Pharma Board of Directors. Rory Held is Deeply Intertwined with the Sackler Family Trusts Used to Hold Funds Salvaged from the Purdue Pharma Bankruptcy. As a Trustee for Several Sackler Family Trusts, Rory Held Has Legal Duties of Loyalty to the Sackler Family – These Duties Don’t Disappear Even if He Serves on the Ingles Board. Summer Road Has Hidden Rory Held’s Years of Service and Loyalty to the Sacklers from Ingles and Ingles Shareholders. And in my favorite proxy cage fight headline of the week happening at the company Radcom: “Value Base has joined forces with the late founder’s children in efforts to oust the chairman and most of the board, including the late founder’s second wife.”   VOTE RESULTS TABLE  April 16-April 23  33 meetings at large market caps  total SHPs: 13 4 at Adobe Act by Written Consent: SYNOPSYS INC (SNPS): 40% yes TEXAS INSTRUMENTS INC (TXN): 45% yes BOEING CO (BA): 39% yes excessive golden parachutes HUMANA INC (HUM): 41% yes ADOBE INC. (ADBE):  8% yes Despite 49.5% NO on pay independent board chair PPG INDUSTRIES INC (PPG): 32% yes 2 Hate SHPs continue to suck   7 pay over 10% NO ADOBE INC. (ADBE): 49.5% no Pay Committee Amy Banse (Chair): 15% no Cristiano Amon: 4% no Melanie Boulden: 4% no David Ricks: 5% no excessive golden parachutes SHP: 8% yes Bank of New York Mellon Corp (BK): 45% no Pay Committee Elizabeth E. Robinson, Chair: 7% no M. Amy Gilliland: 4% no Jeffrey A. Goldstein: 5% no K. Guru Gowrappan: 4% no Ralph Izzo Broadcom Inc. (AVGO): 34% no Pay Committee Chair Harry You: 26% no Special meetings: Warner Bros. Discovery, Inc. (WBD): Special: Merger 99% yes; pay 83% no DigitalBridge Group, Inc. (DBRG): Special: Merger 97% yes; pay 77% no Directors   23 over 10%  SMITH A O CORP (AOS): dual class: class A 6 dirs 100%; common: Christopher L. Mapes 36% no; Dr. Ilham Kadri 52% no In accordance with the Company’s Director Resignation Policy, Dr. Kadri tendered to the Nominating and Governance Committee an offer of resignation from the Board, subject to a determination of the Board whether to accept the offer of resignation. Following the tender of offer of resignation by Dr. Kadri and in accordance with the Policy, the Committee (with Dr. Kadri recusing herself) considered the offer of resignation at a meeting on April 14, 2026. Based upon, among other things, the skills and qualifications of Dr. Kadri to be a member of the Board, her past contributions to the Board, and the belief that the “withheld” votes for Dr. Kadri, who is a highly valued member of the Committee, were primarily reflective of stockholder views regarding the Company’s dual class capital structure and not because of any specific objection to Dr. Kadri, the Committee recommended that the Board reject the offer of resignation. At a meeting of the Board on April 14, 2026, the Board (with Dr. Kadri recusing herself) reviewed and considered the Committee’s recommendation and, based on the recommendation of the Committee and its reasons for the recommendation, unanimously rejected the offer of resignation of Dr. Kadri. Super Micro Computer, Inc. (SMCI): classified: Charles Liang (CEO/Chair) 16% no; Tally Liu 29% no; Sherman Tuan 39% no Broadcom Inc. (AVGO): Harry L. You 26% no ADOBE INC. (ADBE): Frank Calderoni 12% no; Amy Banse 15% no; Daniel Rosensweig 31% no Other stuff Texas Capital Bancshares: Redomestication (Delaware to Texas): 55% NO Subject to stockholder approval of the Texas Redomestication Proposal, the Board is requesting that stockholders provide their approval to raise the ownership threshold to submit shareholder proposals from the current level provided under SEC Rules to three percent (3%) (or$1M) of the outstanding shares: 87% no Even the "procedural" Proposal 6 failed (31.08%), meaning shareholders didn't even want to give management extra time to lobby for the other failing items: 69% no Upcoming Meetings (April 27-May 1) Upcoming Annual Shareholder Meetings: April 2026 Company Name Meeting Date Market Cap Genuine Parts Company April 27, 2026 $20.6 Billion Wells Fargo & Company April 28, 2026 $284.9 Billion Constellation Energy Corp April 28, 2026 $68.2 Billion Corteva Inc. April 28, 2026 $41.3 Billion Exelon Corporation April 28, 2026 $36.7 Billion The Coca-Cola Company April 29, 2026 $271.4 Billion Ameriprise Financial, Inc. April 29, 2026 $47.2 Billion THE BIG VOTE WELLS FARGO AGM Date: April 28, 2026: Virtual 2026 Proxy 2025 Proxy 2025 Voting results 2024 Voting results General Observations Ownership Institutional voting power Vanguard 10% BlackRock 9% Fidelity 6% Performance outliers: Overall: All between .214 and .320 EBITDA . . Carbon . . TSR . . Controversies . . Board stuff Committees Audit (a) Human Resources (c) Governance & Nominating (n) Finance (f) Risk (r) FFA Skills (Non-Executive DIrectors) Economics and Accounting 23% Mechanical 15% Building and Construction 5% Public Safety and Security 5% Proxy Skills Gender Power Gap -17% Other Top 6 influencers are men with aggregate 72% DIRECTORS Steven D. Black 73/2020/m fnc 10% Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc.  Votes Against Last AGM: 3% no Mark A. Chancy 61/2020/m af 3% Former Vice Chair, SunTrust Banks Prior Public Company Directorships: EVO Payments, Inc. Votes Against Last AGM: 2% no Theodore F. Craver, Jr. 74/2018/m Afn 9% Former Chair/CEO, Edison International Other Current Public Company Directorships: Duke Energy Corporation (Independent Chair, corporate governance committee chair; compensation and people development committee) Prior Public Company Directorships: Edison International; Health Net, Inc. Votes Against Last AGM: 3% no Richard K. Davis 68/2022/m Nr 8% Former CEO, Make-A-Wish America; Former CEO/Chair, U.S. Bancorp Other Current Public Company Directorships: Mastercard Incorporated (human resources and compensation committee chair; nominating and corporate governance committee); Dow Inc. (and its predecessor entities) (Lead Director; audit committee chair; corporate governance committee) Prior Public Company Directorships:

    52 min

  7. Apr 16

    Johnson & Johnson’s big swing. Plus, DOW’s new CEO, Snap layoffs, Meta man board

    A 100% increase in black female CEOs at Fortune 500 companies The wild wild west of CFO transitions Snap’s AI-branded mismanagement umbrella Shareholder Proposals are becoming old-fashioned again And on The Big Vote, Matt finally digs into wayward bandaids Trade Wire Top Stories: 30 Filings since April 8 The headlines DOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive Chair Karen is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA). She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizations Carter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officer appointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot 8 CFO transitions FEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successor Corebridge Financial: Interim CFO received (i) a $750K special retention equity award and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000. Meta Platforms: directors Hock E. Tan and Tracey T. Travis are resigning Hock, the CEO of Broadcom, lasted for only 2 years and bounced right after Meta said it agreed to deploy 1 gigawatt of custom artificial intelligence chips using Broadcom technology as part of a multi-gigawatt deal Down to 2F Meta With Tracey T. Travis resigning, Meta’s board will–brace yourself–have only 2 female directors. But don’t worry they still have: Dana White (domestic violence) Tony Xu (Bro Culture allegations about DoorDash work culture Marc Andreessen: leading anti-DEI voice in Silicon Valley: stating that the programs are "discriminatory against merit" Peggy Alford was an executive at the Chan Zuckerberg Initiative Zuck Stupid money TENET HEALTHCARE: Paola Arbour will retire from her role as CIO but will remain employed on a part-time basis in a non-executive role through April 1, 2028 to provide continuing transition services and support. Under the Agreement, Ms. Arbour will receive a weekly salary of $820. In addition, she will remain eligible to participate in the Company's medical, dental and prescription benefits, and will continue to vest and receive service credit under the Company’s Executive Retirement Account through April 1, 2028. AeroVironment: Brad Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hour Alphabet Inc.: equity awards for non-CEO NEOs: $130M total for 4 NEOs and an additional $22M "transition amount" following the discontinuation of the SVP Bonus program in 2025.  MARSH & MCLENNAN: Mark McGivney was appointed COO and CFO and will get $10M golden hello equity award PROXY CAGE MATCH Snap plans to lay off 16% of its employees, around 1,000 people, citing “rapid advancements in artificial intelligence.” Snap’s layoffs follow demands last month from Irenic Capital Management, an activist investor whose portfolio manager wrote a letter to the Snap CEO Evan Spiegel, calling on him to reduce costs and headcount while criticizing the company’s current strategy. In Spiegel’s memo to staff, he claimed that the layoffs would move Snap towards profitability and suggested that artificial intelligence could fill the lack of human labor. CarMax will add two members to its board following discussions with activist investor Starboard Value, which agreed to withdraw its director nominations ahead of the company’s annual shareholder meeting The new board members will be Jim Kessler and William Cobb, the latter of whom was one of Starboard’s two nominees to the board Investor services and proxy advisory company Institutional Shareholder Services (ISS) announced that it has filed a federal lawsuit aimed at challenging a new Indiana law – that has been replicated in several states – that would require proxy advisers to provide what it called “a regime of state-law mandated warnings” when recommending voting against company management. Essentially: a Pledge of Allegiance to the Anti-Woke The new law, introduced and passed earlier this year, requires proxy advisors recommending votes against management policies to make disclosures to clients and to the company if the recommendation is not based on a “written financial analysis” that considers the short term and long term financial benefits and costs of the proposal, and if the analysis has been made, to make it available upon request   VOTE RESULTS TABLE   7 meetings market cap over $1 billion  total SHPs: 2 LENNAR CORP Equal Voting Rights for Each Share-John Chevedden 37% yes Disclosure of Voting Results by Share Class-Treasurer of the State of Illinois 25% yes; used a Sonnenfeld paper to defend SHP 1  1 pay over 10% NO  COOPER COMPANIES: 10% no Directors  8 over 10%  Biglari Holdings: whole board (including Sardar Biglari) averaged about 12% NO Sardar Biglari owns 73% LENNAR CORP Jeffrey Sonnenfeld 19% no (HIGHEST) Stuart Miller 14% no Other stuff Upcoming Meetings (April 20-24) 16 AGMs 2 special including KKR: as part of 12/31/26 sunsetting of KKR’s dual class shares: it can be done, people 7 of 14 companies have SHPs: 9 SHPs total 7 G 1 H 1 S: NC State Sen. Julie Mayfield at HCA Healthcare: report describing the healthcare consequences and impacts its hospital acquisitions in the last decade have had on impacted communities: including (i) the number of physician departures post-acquisition; (ii) a comparison of pre- and post-acquisition patient satisfaction ratings; (iii) a comparison of the number of staff per occupied beds pre- and post-acquisition Company Name Meeting Date Market Cap SHPs Domino’s Pizza April 21, 2026 $16.4B 2: GG KKR & Co April 21, 2026 $94.7B Special: as part of 12/31/26 sunsetting of KKR’s dual class shares Northern Trust Corp April 21, 2026 $19.2B 0 U.S. Bancorp April 21, 2026 $68.5B 0 PSE&G April 21, 2026 $38.3B 0 MSCI Inc. April 21, 2026 $43.6B 0 Fifth Third Bancorp April 21, 2026 $26.8B 0 Sherwin-Williams April 22, 2026 $92.4B 1: G Levi Strauss & Co. April 22, 2026 $8.2B 1: H Johnson & Johnson April 23, 2026 $578.3B 0: G Pfizer Inc. April 23, 2026 $162.5B 1: G HCA Healthcare April 23, 2026 $88.1B 2: SG: NC State Sen. Julie Mayfield Warner Bros. Discovery April 23, 2026 $21.4B Special: Merger Edison International April 23, 2026 $31.9B 1: G Abbott Laboratories April 24, 2026 $204.7B 0 Stanley Black & Decker April 24, 2026 $14.8B 1: G THE BIG VOTE JOHNSON & JOHNSON AGM Date: April 23, 2026: Virtual 2026 Proxy 2025 Proxy 2025 Voting results 2024 Voting results General Observations Ownership Institutional voting power Vanguard 10% BlackRock 8% State Street 6% Performance outliers: Overall: . Joaquin Duato .348 EBITDA .565 Mark McClellan .244 Carbon .664 Paula Johnson .127 TSR .490 Joaquin Duato .349 Controversies .288 Jennifer Doudna .017, Marillyn Hewson .041, Paula Johnson .074, Joaquin Duato .078 Board stuff Committees Audit (a) Compensation & Benefits(c) Nominating & Corporate Governance (n) Regulatory Compliance & Sustainability (s) Science & Technology (t) Also: Finance (f) AND Special Committee – Orthopaedics Separation (o) FFA Skills (Non-Executive DIrectors) Economics and Accounting 16% Law and Government 11% Building and Construction 10% Biology 8% Mechanical 6% Medicine and Dentistry 6% Proxy Skills Academia/Government: 7 out of 12 Digital: 4 out of 12 Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacy Executive Leadership: 11 out of 12 Financial: 8 out of 12 Healthcare Industry: 8 out of 12 International Business/Strategy: 8 out of 12 Marketing/Sales: 5 out of 12 Regulatory: 8 out of 12 Science/Technology: 5 out of 12 Advanced scientific or technological degree and related work experience in a scientific or technological field Gender Power Gap -9% Board power: LD and CEO: 42% DIRECTORS Mary C. Beckerle, Ph.D. 71/2015/f St 4% University of Utah, Distinguished Professor of Biology and Oncological Sciences Other Public Company Boards: Exelixis (since 2024); Huntsman Corporation (since 2011) Votes Against Last AGM: 3% no Jennifer A. Doudna, Ph.D. 62/2018/f ns 5% University of California, Berkeley: Principal Investigator, Doudna Lab; Founder, Innovative Genomics Institute; Nobel Prize Recipient in Chemistry (2020) Other Public Company Boards:Tempus AI, Inc. (since 2024) Votes Against Last AGM: 2% no Joaquin Duato 63/2022/m F 25% Chair/CEO Other Public Company Boards: Hess Corporation (2019-2022) Votes Against Last AGM: 8% no Marillyn A. Hewson 72/2019/f Ncfo 17% Lead Independent Director Former CEO/Chair Lockheed Martin Other Public Company Boards: Chevron Corporation (since 2021); Lockheed Martin Corporation (2012-2021) Votes Against Last AGM: 3% no Paula A. Johnson, M.D. 66/2023/f ns 3% Wellesley College, President Other Public Company Boards: Abiomed, Inc. (2020-2022); Eaton Vance Corp. (2018-2022); West Pharmaceutical Services (2008-2021) Votes Against Last AGM: 2% Hubert Joly 62/2019/m Ano 12% Former CEO/Chair Best Buy Other Public Company Boards: S&P Global, Inc. (since 2026); Ralph Lauren Corporation (2009-2025); Best Buy Co., Inc. (2012-2020) Votes Against Last AGM: 3% no Mark B. McClellan, M.D., Ph.D. 62/2013/m st 5% Duke University: Director, Duke-Robert J. Margolis, MD, Center for Health Policy Other Public Company Boards: Alignment Healthcare (since 2021); Cigna Corporation (since 2018) Other affiliations: Director, Research! Amer

    58 min

  8. Apr 9

    Adobe’s succession vote, plus Paramount’s whistleblower, BP’s new CEO, AI’s proxy tilt

    Trade Wire - BUY/SELL TOP STORIES proxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31 THE HEADLINES Jeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violations Shell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules. Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee. The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.” His future at Paramount has been in question since the company beat Netflix  in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month. Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M: $5M Cash Severance ($3.5M salary + $1.5M bonus) $11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M) 12 months of COBRA benefits COBRA/Subsidies ~$30,000 According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or of the Executive” BP's new CEO Meg O'Neill began her stint on April 1st. She is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major. Two OpenAI Execs Are Going on Medical Leave The company’s chief marketing officer Kate Rouch is reportedly stepping down to recover from cancer. And Fidji Simo, OpenAI’s CEO of artificial general intelligence development — and arguably one of the AI company’s most important cogs — is taking medical leave. “For my entire time here, I’ve postponed medical tests and new therapies to stay completely focused on the job and not miss a single day of work” DOWN TO 2F Global Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone) Trade Desk: 4 directors have left since March 19 Kathryn Falberg: Resigned effective March 23, 2026 Lise Buyer: Resigned effective April 3, 2026 AppLovin: Alyssa Harvey Dawson resigning STUPID MONEY Bunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman 2 $3M golden parachutes at Whirlpool James Peters, formerly Chief Financial and Administrative Officer, Whirlpool Asia Alessandro Perucchetti, formerly President, Whirlpool North America Broadcom: New CFO Amie Thuener ($35.4M equity/$1M cash) Oracle: New CFO Hilary Maxson golden hello: $250K relocation costs; $26M equity (80% time-based). Ms. Maxson will be able to select the equity vehicle for the Equity Grant as either: (1) 100% stock options, or (2) 50% stock options and 50% restricted stock units Capital One Financial: special $2M equity award to Chief Enterprise Services Officer and Chief of Staff to the CEO Frank LaPrade: “in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company” THE ODDITIES Natera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGM HUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April PROXY CAGE MATCH Proxy adviser ISS recommended a vote against the BP board for revoking  two resolutions from 2015 and 2019 requiring company-specific climate reporting which passed with near 100% support at the time. At the same time, Activist shareholder Follow This agreed with ISS and warned ‌of possible ⁠legal action after BP refused to put a separate shareholder resolution on the agenda of its April 23 AGM Shah Capital is renewing its fight to revamp the leadership of Novavax, saying the current board has overseen a “destruction of shareholder value.” Shah Capital, which owns 9% of Novavax’s stock, will vote against the re-election of board nominees and vote NO on Executive Pay, but will not be starting a proxy fight because it will be in the minority “against an entrenched eight-member board.” But why is it entrenched exactly? Nine members: CEO John Jacobs (2023), Chair David Mott (2020), 7 total since 2020, and only 2 women to push around  And lastly, New Analysis Finds AI Tilts Towards Shareholder Activists in Proxy Voting AI is currently more likely to support an activist's case for change than an incumbent Board and management team. On average the models recommended just 37% of votes for companies' entire director slates – substantially lower support than ISS and Glass Lewis, which have historically recommended all-management votes in the majority of contests, as well as actual election outcomes.   VOTE RESULTS TABLE  4 meetings since 3/31/26: leagues 3 and 4  Companies with SHPs: 1 Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer Research Say on Pay: 2  over 10% NO; 0 over 15% Hewlett Packard 26% Cooper Companies 10% Directors: 96% average YES: 0 directors over 10% NO Hewlett Packard: 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no pay Upcoming Meetings April 14 Moody's Corporation $82.4 Billion April 14 BNY Mellon (The Bank of New York) $63.8 Billion April 15 Adobe $215.3 Billion April 16 Synopsys $85.9 Billion April 16 Humana $17.4 Billion April 16 PPG Industries $32.1 Billion April 16 HP $30.2 Billion April 17 The Boeing Company $110.6 Billion THE BIG VOTE ADOBE AGM Date: April 15, 2026: Virtual 2026 Proxy 2025 Proxy 2025 Voting results 2024 Voting results General Observations Ownership Institutional voting power Vanguard 10% BlackRock 9% Performance outliers: Overall: .629 Dheeraj Pandey .463 EBITDA .765 Dheeraj Pandey .068 Carbon .762 David Ricks .410 TSR .418 Dheeraj Pandey .266 Controversies .671 David Ricks .282 Board stuff Committees Audit (a) Executive Compensation (c) Governance & Sustainability (n) Skills (Non-Executive DIrectors) Economics and Accounting 22% Computer and Electronics 8% Communications and Media 5% Medicine and Dentistry 5% Technologist: Directors with expertise in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development 3/11 directors: lowest category AI Experience: Directors with experience leading AI transformation in companies. 8/11 directors: Really?? Calderoni: an accountant and CEO of a provider of global talent solutions Narayen Adobe CEO to Step Down in Face of Investor Concerns Over AI: Shantanu Narayen’s planned departure comes at a moment when investors are scrutinizing Adobe’s AI positioning and questioning how well its subscription model will hold up against faster-moving generative AI competitors Adobe stated the need for new leadership under AI growth as the reason for his departure. Oberg: CFO Marriott Ricks: CEO of a pharmaceutical company Rosenweig: CEO of an online textbook rental company Gender Power Gap -9% CEO Succession Narayen will remain in the position until a successor has been appointed and will stay on as board chairman Working with Lead Director Calderoni on successor Decision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to consider Governance and Sustainability Committee: “if requested by the Board, assisting the Board in reviewing and assessing performance, management development and succession planning for our senior management, including our CEO” DIRECTORS Cristiano Amon 55/2023/m c 7% CEO, Qualcomm Other Public Company Boards: Qualcomm Votes Against Last AGM: 3% no Amy Banse 66/2012/f Cn 11% Partner, Mosaic General Partnership Other Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024) Votes Against Last AGM: 12% no Melanie Boulden 53/2020/f c 6% Former Chief Growth Officer, Tyson Foods Other Public Company Boards: Cal-Maine Foods Votes Against Last AGM: 3% no Frank Calderoni 68/2012/m N 11% Lead Director; Former CEO, Velocity Global Other Public Company Boards: Anaplan (Chair 2017 to 2022) Votes Against Last AGM: 11% no Laura Desmond 60/2012/f a 4% CEO, Smartly.io Other Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020) Votes Against Last AGM: 5% Shantanu Narayen 62/2007/m 28% no Chair/CEO Other Public Company Boards: Pfizer Inc. (Lead Independent Director)  Votes Against Last AGM: 11% no Spencer Neumann 56/2022/m a 4% CFO, Netflix Other Public Company Boards: None Votes Against Last AGM: 2% no Kathleen Oberg 65/2019/f An 6% Former CFO, Marriott International Other Public Company Boards: None Votes Against Last AGM: 3% no Dheeraj Pandey 50/2019/m a 2% Chair/CEO, DevRev Other Public Company Boards: Nutanix (Chair 2009 to 2020) Votes Against Last AGM: 2% no David Ricks 58/2018/m c 12% Chair/CEO, Eli Lilly Other Public Company Boards: Eli Lilly (Chair) Votes Against Last AGM: 3% no Daniel Rosensweig 64/2009/m n 9% CEO/Co-Chair, Chegg Other Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc. Votes Against Last AGM: 7% no SAY ON PAY 21% NO 2025 Net New Sales as a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target shares as a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target shares Equity Awards Granted by the Committee 2024: $40.5M for CEO ($92M for all NEOs) 2025: $45.5M for CEO ($104.5M for all NEOs) CEO: security services $880,354; personal use of our corporate jet $255,119; CEO Pay Ratio 217:1 SHP Golden Parachutes Joh

    51 min
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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.

Information

  • Creator
    Free Float Media, Inc.
  • Years Active
    2023 - 2026
  • Episodes
    76
  • Rating
    Explicit
  • Copyright
    © 2023
  • Show Website
    PROXY COUNTDOWN

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