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. 5D AGO

    Read the fine print! Plus, Meta mines for Trump friendlies, McRitchie is the only winner, and governance news

    Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets 128 filings The headlines: PayPal stole HP’s CEO by promoting Chair Enrique Lores to CEO, replacing Alex Chriss; HP director Bruce Broussard appointed Interim CEO Walt Disney: Parks Man Josh D’Amaro promoted to CEO; former CEO Bob Iger remains as director and Senior Advisor until 12/31/26 Walden gets golden hello again one-time equity award with $5.26M target value and $3.75M base salary (more than new CEO's $2.5M) Gender Ratio: In this specific data set, approximately 75% of the new appointments are men, while 25% are women. Meta Platforms, Inc. (META): $2M cash and $60M equity golden hello appointed former director Dina Powell McCormick as Vice Chair and President best known for having been the United States Deputy National Security Advisor for Strategy to President Donald Trump Married to GOP senator Dave McCormick, former CEO of Bridgewater Associates On the board of Robin Hood, a charitable organization which attempts to alleviate problems caused by poverty, along with Jeff Bezos's brother Mark, DJ D-Sol, and Emeritus Director Larry Fink, et al. JABIL INC (JBL): Mark T. Mondello resigned Executive Chair; Consulting Agreement until January 22, 2028: will provide advisory and strategic services when requested for a monthly consulting fee of $145,833.00 Median employee: $12,144 144:1 consulting ratio “when requested” Based on math of typical consulting agreements he will make approximately $14,583 per hour CEOs becoming Chair and/or former CEOs sticking around to be Executive Chair:  Genuine Parts CEO Will Stengel will be Chair" (following the retirement of Paul D. Donahue). U.S. Bancorp: "CEO Gunjan Kedia to become Chair" (following the resignation of Andrew Cecere). DTE Energy: "CEO David Slater appointed Chair" (as Robert Skaggs, Jr. transitions to a regular director role Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO; former CEO/Chair Max Mitchell remains as Exec Chair DONALDSON Co: COO Richard B. Lewis promoted to CEO; former CEO/Chair Tod E. Carpenter remains as Exec Chair AMPHENOL CORP /DE/ (APH): CEO R. Adam Norwitt to become Chair (former CEO) Current Chair Martin H. Loeffler resigning PROXY CAGE MATCH Still nothing crazy   VOTE RESULTS TABLE  35 meetings market cap over $1 billion 9 total SHPs: 4 at Visa Zscaler, Inc. (ZS): declassify 51% yes (McRitchie) MICRON TECHNOLOGY: 43% YES special meeting rights JABIL INC (JBL) 1 38% YES Act by Written Consent Visa independent chair 16% YES: National Legal and Policy Center act by written consent 33% YES: John Chevedden report on AI-Driven Online Sexual Exploitation 8% YES: Bowyer Research inclusion ROI audit 0.9% YES: National Center for Public Policy Research Same anti-DEI thing at Intuit 0.8% YES 9 pay over 10% NO Only one over 20%: BITMINE IMMERSION TECHNOLOGIES: 25% NO PAY: ~$275M pay package for Executive Chair over 5 years: only voting on this  Directors JABIL INC (JBL): John C. Plant 84% NO; N. V. “Tiger” Tyagarajan 70% NO Messrs. Plant and Tyagarajan attended less than 75% of the aggregate Board and committee meetings on which they each served during fiscal year 2025 due to coinciding professional responsibilities. Still on board In accordance with the Company’s director resignation policy, on January 23, 2026, Mr. Plant (2016-) and Mr. Tyagarajan (2024-) offered their respective resignations. In accordance with the Resignation Policy, the Nominating and Governance Committee will recommend whether to accept or reject their respective resignations. The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days following the Committee’s recommendation. Tiger is on this committee Anousheh Ansari (2016-) LD Steven Raymuns (1996-) 15 others over 10% Highest non-attendance: Zscaler (classified): Andrew Brown 10% no; Scott Darling 27% no; David Schneider 18% no Star of the week: Robert V. Vitale 26% NO at BellRing Brands AND 17% NO at Energizer Holdings and Overboarding policy: Energizer: “We understand that some of our shareholders may have policies or practices that differ from Energizer’s regarding the number of boards on which a director who is also a current public company named executive officer may serve.” BellRing: “Since he began serving as BellRing’s executive chairman in 2019, Mr. Vitale’s service on the boards of Post and Energizer Holdings, Inc. has not impacted the discharge of his duties as chairman of BellRing. As such, our Board of Directors does not believe that Mr. Vitale’s other board commitments have interfered or will interfere with Mr. Vitale’s discharge of his duties as chairman of our Board of Directors.” THE BIG VOTE PICKS DAMION Upcoming Meetings February 9- AGM Date SHPs Company Market Cap (USD) 02/11/26 0 PTC Inc. (PTC) $17.99 Billion 02/11/26 0 Central Garden & Pet (CENT) $2.20 Billion 02/10/26 0 Rockwell Automation (ROK) $48.33 Billion 02/10/26 0 Moog Inc. (MOG.A) $10.71 Billion 02/09/26 0 Mueller Water Products (MWA) $4.31 Billion 02/09/26 0 J&J Snack Foods (JJSF) $1.84 Billion SHPs: none last year Matt Governance news round up: January 2026: Kill exempt solicitations (PX14A6G): The SEC is restricting smaller shareholders from filing "exempt solicitations" (notices of intent to vote), only allowing those holding over $5 million in shares to use this mechanism. January 2026: Brian Daly suggests proxy voting may not be a fiduciary duty: Index funds maybe SHOULDN’T vote at all in the speech, plugs AI as the solution. Back of the envelope analysis: Half of US companies don’t have an investor with >$5m (small and micro caps), so no option for exempt solicitations? 23% of US companies are totalitarian - controlled or effectively controlled by an insider (or just insiders) The majority owners are Blackrock, State Street, and Vanguard with ~20% of every company in aggregate - and zero filed exempt solicitations in the last 10 years Taken together: 25%+ of every company vote might be non votes, the same 20% that would have easily met the threshold for filing an exempt solicitation Anyone with a bylaw amendment threshold requiring a percentage of outstanding shares will effectively be gifted no more shareholder driven bylaw amendments No more exempt solicitations Paired with no more engagement, proxy advisor use counting as “collusive”, and investor mandatory arbitration, and you have effectively ONE INVESTOR LEFT: rich activists Fine print roundup Tyson Foods: Les R Baledge, Independent director (as of Record date December 8, 2025) Les R. Baledge, 68, is a private investor with broad experience who served as Executive Vice President and General Counsel of the Company from 1999 to 2004 [under John Tyson, family member and chair]. He began assisting the Company with legal matters in 1982 [under Tyson’s daddy]. Mr. Baledge previously served on the boards of two public companies, BMP Sunstone Corp. and Fairfield Communities, Inc. and has been a member of the Board since February 2020. The Board believes that Mr. Baledge’s significant financial and legal expertise, his service on and advice to boards of other public and private companies and his long association with the Company qualify him to serve. Mr. Baledge was previously determined to be non-independent due to his service as one of the trustees of the Donald J. Tyson Revocable Trust. Mr. Baledge stepped down as trustee of the Donald J. Tyson Revocable Trust effective November 13, 2025, after which the Board determined he qualifies as independent under the New York Stock Exchange corporate governance rules John R Tyson, 35, director since May 2025 after being fired as CFO for problems with alcohol, who also happens to still be technically an employee of some kind with no title: Mr. John R. Tyson was appointed to the Board on May 8, 2025 and, following his appointment to the Board, he remains an employee of the Company. Upon his appointment as an employee director, Mr. John R. Tyson receives annual cash and equity compensation…. It also includes amounts for event tickets and security services. Total summary comp: 846k Emerson Electric After careful consideration, the Board is once again submitting for approval by shareholders the following proposed amendments to our Restated Articles of Incorporation to eliminate, over a period of three years, the classification of our Board of Directors, without affecting the unexpired terms of Directors. We made a similar proposal in 2025, 2024, 2020 and 2013. The affirmative vote of 85% of the total voting power of all outstanding shares, whether or not present or represented by proxy at the 2026 Annual Meeting, is required to amend the Company’s Restated Articles of Incorporation to declassify the Company’s Board of Directors 2025: 98.34% in favor, but only 74% of the 566m shares voted (womp womp) Franklin Resources Fun with charts: to show a reasonable average tenure, they focus on ONLY independent directors But when you’re talking DIVERSITY, you have to add the niece of the founder and CEO of the company, or else women on the board look bad… And just in case anyone asks about AI expertise on the board, you’ve got that skill covered Just don’t ask WHO has the skill, because you’ll be surprised to learn its the sibling duo who spent their lives in finance at this company… Apple 2024 gaslight: Under the Board's retirement policy, directors generally may not stand for re-election after attaining age 75. In consideration of the transition of the role of Chief Financial Officer from Luca Maestri to Kevan Parekh on January 1, 2025, significant recent refreshment in board composition, and the value of retaining directors who have developed deep insights into the Company during their tenure, the Board determined that it would be in the best interests of Apple and its shareholders to ask Ron Sugar, the Chair of th

    45 min

  2. JAN 16

    Paramount’s dual class board is a warning sign for merger, plus CEO retention bonanza

    Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Dumb pay Xmas week pay dump: CrowdStrike performance-based equity award granted to CEO George Kurtz with target value of approximately $140M; worth up to $280M with 90th percentile TSR and $70M with 25th percentile TSR Warner Bros. Discovery $96M: Make-Whole RSU award to CEO Daivd Zaslav of 1,963,465 shares; after January 2 Follow-On Option award of 3,052,734 options because share price is down Under a new employment agreement executed on June 12, 2025, Zaslav received a special award of 20,898,776 stock options with an exercise price of $10.16 (~$400M). Additionally, on January 2, 2026, he was granted 3,052,734 follow-on stock options with an exercise price of $28.51 (~$40M). To address the higher exercise price of these options compared to the initial grant, Zaslav received 1,963,465 restricted stock units on January 5, 2026 (~$56M). BERKSHIRE HATHAWAY CEO Greg Abel salary increased to $25M Aon plc Gregory C. Case extended contract: $50-100M performance shares; increase salary to $1.75M; capped at 100% target if TSR negative Duolingo $14M CFO golden hello Gillian Munson, Director since 2019 & Audit Committee chair  Executive chair and former CEO junk: IDEXX LABORATORIES CEO  and Chair Jonathan (Jay) Mazelsky stepping down as of May 12, 2026 and will transition to the role of Executive Chair Michael (Mike) Erickson, PhD, will assume the role of CEO and join the Board as a Class II Director Lawrence D. Kingsley, currently serving as the Board’s independent Non-Executive Chair, will serve as independent Lead Director Toll Brothers promoted Karl K. Mistry to CEO effective March 30, 2026; to join board Douglas C. Yearley, Jr., the Company’s current Chairman and CEO will remain as Executive Chair of the Board, with $6.6M annual pay CATERPILLAR former CEO and current Executive Chair D. James Umpleby III resigning CEO Joseph E. Creed will become Chair amended bylaws to change name from “Presiding Director” to “Lead Independent Director.” AMERICAN INTERNATIONAL GROUP (AIG) Chairman & CEO Peter Zaffino intends to transition to Executive Chair of the Company and retire as CEO by mid-year; Eric Andersen will be CEO Elect, effective February 16, 2026 Zaffinos's long-term target reduced from $17.5M to 7.5M; everything else the same; Zaffino's target pay will be $15M, down from $25M new CEO Anderson target pay will be $18M and will get $12.5M golden hello equity award; Someone did it right: NRG ENERGY Robert Gaudette promoted to CEO; replacing Lawrence Coben new CEO Robert Gaudette will join board; Lawrence Coben resigning from board director Antonio Carrillo to become Chair Oracle old people: ORACLE: George H. Conrades, age 86, and Naomi O. Seligman, age 87, retired Board observer? SUI Group Holdings CFO Joseph A. Geraci, II resigning from board but staying as Board Observer appointed Mr. Brian Quintenz PROXY CAGE MATCH Paramount fires back at Warner Bros. bid, launching proxy fight for board seats at annual meeting Paramount Skydance (led by David Ellison) has filed a lawsuit in Delaware to block or expose the details of an $82.7 billion deal where Netflix would acquire Warner Bros. Discovery’s (WBD) studio and streaming assets. Paramount claims WBD’s board is hiding financial data and "misleading" shareholders by choosing Netflix’s lower offer over Paramount’s $108 billion all-cash bid. Because WBD’s board (led by CEO David Zaslav) has repeatedly rejected Paramount, David Ellison is launching a "proxy fight." He plans to nominate a new slate of directors to the WBD board who will vote to kill the Netflix merger and accept Paramount’s hostile takeover instead. Lululemon founder Chip Wilson launches proxy fight for board shakeup Lululemon founder and major shareholder Chip Wilson has launched a formal proxy fight against the company's board, accusing them of a "total failure of oversight" and a lack of "visionary creative leadership." The move comes in response to the announcement that CEO Calvin McDonald will step down in January 2026; Wilson argues that the current board cannot be trusted to select a successor and must be reshuffled before a new leader is chosen. Wilson has nominated three independent director candidates to be elected at the 2026 annual meeting and submitted a proposal to "declassify" the board so that all members must stand for election annually. Wilson's Board Nominees: 1. Marc Maurer: Former co-CEO of On Holding. 2. Laura Gentile: Former Chief Marketing Officer of ESPN. 3. Eric Hirshberg: Former CEO of Activision Publishing. Simultaneously, the activist hedge fund Elliott Investment Management (led by Paul Singer) has built a $1 billion stake and is pushing for its own preferred candidate, Jane Nielsen (former Ralph Lauren executive), to be named the next CEO.   VOTE RESULTS TABLE  53 meetings 47 average well over 90% yes 22 at least 99% yes 6 hitting 99.9 Global Interactive Technologies, Inc. (GITS) 99.99 GD Culture Group Ltd (GDC) 99.999 NOCERA, INC. (NCRA) 99.999 CREATIVE REALITIES: 98% yes: Dave, Tom, Don, Dan, Dick, Steve 8 pay over 10% NO RingCentral: 29% no pay NORTHWEST BIOTHERAPEUTICS: pay 23% no Lifeway Foods: pay 47% against NEWMARK GROUP: 23% no pay 2 SHPs CISCO SYSTEMS: 1% yes: report assessing how Cisco's inclusion programs provide positive financial value to stockholders Lifeway Foods: 29% yes: form a committee of the board to conduct reviews of the Company’s management, the Company’s strategic plan and the Company’s strategic alternatives 71% average yes for board Opposition Nominees: 28% yes pay 47% no Nixxy, Inc.: Miles Jennings 89% no On December 30, 2025, Miles Jennings notified the Board of Directors (the “Board”) of Nixxy, Inc. (the “Company”) of his intention to resign as a member of the Board and all committees thereof, effective January 1, 2026. Mr. Jennings’ resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and the entire Board are deeply grateful for Mr. Jennings’ service and his contributions to the Company. Mr. Jennings has served in various executive capacities with the Company since its founding, including as Chief Executive Officer, Chief Operating Officer, and President from 2020 through March 2024, and again as Chief Executive Officer during 2025. Mr. Jennings currently serves as Chief Executive Officer of CognoGroup, Inc., a publicly traded subsidiary of the Company. Prior to that, Mr. Jennings founded the Company FG Nexus: Ndamukong Suh NFL Nominating & Corporate Governance Committee Mr. Suh has served on the Board of Directors of Cizzle Brands Corporation (Cboe Canada: CZZL) (OTCQB: CZZLF), a sports nutrition company focused on health and wellness, since August 2025. “We are building the leading capital market vehicle dedicated to accumulation and on-chain yield generation for the next decade of Ethereum (ETH). This is Ethereum’s MicroStrategy moment, but with staking yield, programmable money, and RWA tokenization.” THE BIG VOTE PICKS DAMION Upcoming Meetings January 19- AGM Date Company SHPs # Notes 1/20 Forestar 1/21 Ashland 1/21 New Jersey Resources 1/23 Acuity 1/23 MSC Industrial 1/24 Aramark 1/24 Energizer Holdings Matt Paramount vs. WBD Governance lunacy at Paramount Directors are elected per usual, with the caveat that it’s dual class (so Ellison controls the share vote) Low vote directors are directors hand picked by Ellison and are automatically on the board, making them different from directors in almost no way except they do not require a sham vote Ellison designees are also hand picked by Ellison, but they are given options in the Class B shares AND, as long as Ellison owns the company, “each Ellison Designee (which shall not include any Low-Vote Designee) shall each have a number of votes on any matter presented to the Board or any committee thereof equal to one more than the total number Directors of the whole Board or committee thereof, as applicable.” Meaning not only are SHAREHOLDERS at a disadvantage (their vote doesn’t count), the directors they MIGHT have chosen or agree with are ALSO at a disadvantage (Ellison gave his hand picked cronies dual class BOARD VOTES) Andy Campion, ex Nike and Starbucks, Williams Sonoma director, was announced as an “Ellison Designee” Dennis Cinelli, just named CFO of the company, was picked as a Ellison Designee in September, replaced by Andy Campion No Paramount wants to slate a board - which means Ellison wants to hand pick a DIFFERENT board No Action Updates For being “too busy” thanks to the government shutdown, the SEC has so far responded to 70 of 103 proposals - all exclusions. Of the 103 proposals, 52 were John Chevedden 45 of the 52 got the SEC response (exclude) ALL of them were basic governance:  Declassify Majority vote Special meeting CEO/Chair split Director resignation after vote out policy Anti-Chevedden SEC sentiment is STRONG - and now you know it wasn’t “woke” or “anti woke” they were trying to stop, it’s shareholder rights For proponents with at least 3 proposals, Chevedden has the highest response rate 87% of Chevedden proposals got a response, all were excluded SEC only responded to 29% of the next highest - NCPPR That’s the Proxy Countdown for the week of January 12, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

    41 min

  3. 12/17/2025

    2026 Predictions with Ann Lipton and Mike Levin of the Shareholder Primacy podcast

    2025 REVIEW FROM MIKE LEVIN: Big proxy contests: PHX-Elliott Significant situations: PEP-Elliott TSLA AGM SEC rules on shareholder proposals Proxy advisor pressure Delaware under scrutiny US stakes in INTL, others XOM retail voting program 2026 PREDICTIONS: DIRECTORS Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance (re: Netflix’s Jay Hoag’s 78% NO vote) at a big US company? The average percentage of directors getting less than 50% of the vote is 0.2% - generally it happens due to activism OR attendance.  Will it happen for some other reason? Canary in a coal mine: what will Hoag’s FOR votes be in 2026?  The average percentage of women on boards will be? Most recent data shows a 22% drop in new diverse candidates on boards, and Damion pulled a stunning number of “Down to 2” as a common refrain for boards looking to diversify away from women.  The current average number of women on large cap US boards is 30% - how far does the average move after 2025-6? SHAREHOLDER PROPOSALS Which company will allow the most shareholder proposals? In 2025, Alphabet clocked in with the highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7. Which one of these shareholder proponents will see the highest number of exclusions in  2026: Activists: (23% supports in 2025) Anti woke: (2%) AOs / Pensions: (12%) Woke: (10%) Governance: (29%) Religious: (10%) Number of shareholder proposals that will WIN in 2026 (approx 50 in 2025)? E vs S vs G (45 vs 5 vs 0) Palo Alto Networks on Tuesday: 93% YES on a James McRitchie bid to eliminate its classified board, despite the company being AGAINST. PAY How many companies will fail Say on Pay in 2026 (27, About 1.2% of Russell 3000 companies, failed Say on Pay in 2025)? Palo Alto failed Tuesday: 54% NO How many post-Musk billion dollar+ CEO pay packages will we see in 2026? Which is more likely:  Which is the SEC more likely to have to redefine to address the December 11, 2025 executive whining titled “PROTECTING AMERICAN INVESTORS FROM FOREIGN-OWNED AND POLITICALLY-MOTIVATED PROXY ADVISORS”, which asks the SEC to “consider” rescinding rule 14-8a, investigating if proxy advisors committed securities fraud (and should be registered), consider forcing methodology disclosure, “investigate” collusion with asset managers, and calling proxy advisors “fiduciaries” if they charge a fee to pension funds: Anti-fraud laws  - currently the laws deal with the “purchase or sale” of a security, not saying “this non binding shareholder proposal about donut hole size is a vote YES based on the criteria you provided”... they would have to redefine scienter to include advice for sale, not securities?  Or they would have to decide that they had a coordinated scheme to defraud THE ENTIRE MARKET? Investment advice fiduciaries - ERISA sets duty of loyalty, care, and prudence, and it applies to anyone exercising discretion over a pension for a fee - they would have to consider the purchase of ANY data, rating, opinion, or even made-to-order service (like back end data dashboards) a form of advice, and thus make them all fiduciaries.  Unless they just change the rule and say “proxy advisors are fiduciaries” because kabuki theater? ESG - they’ve included in here considering rescission of rules that “advance” ESG policies - but there’s a G in ESG.  That would include literally the act of voting, the election of directors, special meetings, bylaws amendments - EVERYTHING that happens.  In which case, do they need to redefine ESG to just mean “woke stuff we don’t like” (which could, in fact, mean G also)?  And is every activist investor then woke? The SEC No-Action gaslight - where they no longer will oppose shareholder proposal exclusions - is more likely to: Result in more votes against directors - between the 13g vs. 13d guidance and the “we’re just too busy to read shareholder proposals for an entire year” guidance, and ISS [i think it’s actually glass lewis that’s moving away from recommendations entirely] suggesting they won’t actually provide a recommendation anymore, there’s not much else for investors to do, right? Fuel a rise in shareholder proposals - and disclosure from proponents about exclusions to “name and shame” companies who are using the feckless SEC as cloud cover to avoid governance or shareholder demands.  Fuel a rise in activism - in the absence of being able to ask a company to make an amendment to a bylaw or declassify a board on the proxy, doesn’t it just make activism more hostile? If a company is underperforming, investors don’t have the SEC behind them as much any more?  Coupled with Texas rules that make it harder to file proposals at all, and the move toward mandatory arbitration vs. regulatory/legal oversight, it’s all activism now, right? Push more companies to Texas - the SEC is basically Texas-ifying guidance, but Delaware isn’t biting yet.  Inevitably, do more companies move to Texas to take advantage of having fewer shareholder rights? Musk’s mega pay package is more likely to: Open the floodgates to mini-Musk packages - instead of 10 years and 12 tranches, expect pay committees to start putting forward 4 years and 6 tranche billion dollar packages for companies that make hydraulic presses and deli meat. Push investors to vote against pay EVERYWHERE, since they already feel bad giving Musk so much (like after you eat too much chocolate, you just never want it again) End say on pay - what’s the point really?  Some fringe investors vote against pay, and it’s non binding?  If you are excluding shareholder proposals anyway, why not end say on pay and force investors to just vote against pay committee members? DO NOTHING.  No one actually cares how much an executive gets paid, all the CEO pay ratio data and disclosures are kabuki theater anyway. DExit winner is most likely: Nevada Texas Delaware No one

  4. 11/21/2025

    SEC pushes voting against directors, plus Novo Nordisk and executive shifts at Walmart

    Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Walmart Inc. (WMT) C. Douglas McMillon resigning; John R. Furner replacing C. Douglas McMillon resigning at 2026 AGM; John R. Furner elected Doug McMillon will retire as CEO effective January 31, 2026.  John Furner will formally become President & CEO on February 1, 2026. John started as a part-time associate in 1993, has led merchandising, operations, sourcing, and was previously CEO of Sam’s Club. Since 2019, he’s been President & CEO of Walmart U.S., overseeing Walmart’s U.S. operations John is being added to Walmart’s Board of Directors immediately.  Doug will remain on the board through Walmart’s next annual shareholders meeting (June 2026). He’ll also serve as an advisor to John through the end of fiscal year 2027. He’ll earn a base of $1.5M/year, and his restricted/performance stock awards will continue vesting through Jan 31, 2027 if he remains employed.  His non-compete obligations are extended through January 31, 2029, per the new agreement. Tracking Noteworthy 8-Ks since October 8th: DIrector comings and goings: Men added:  Men subtracted:  Women added:  Women subtracted:  Stick to 2F Down to 2F: Down to 1F: Stupidities/Oddities: OpenAI says Larry Summers has decided to resign from board of directors Larry Summers announced he is resigning from OpenAI’s board of directors.  OpenAI’s board publicly said they “respect his decision” and thanked him for his service.  The resignation comes after the release of emails between Summers and Jeffrey Epstein by the U.S. House Oversight Committee.  In those emails, Summers corresponded in a friendly way with Epstein—even seeking personal / romantic advice.  Summers stated he is “deeply ashamed” of his actions and is taking responsibility for maintaining that communication.  Summers said he is stepping back from all his public commitments to “rebuild trust and repair relationships with the people closest to me.”  He’s also going on leave from Harvard, where he had been teaching.  Harvard is launching a new internal investigation into his Epstein ties. AMERICAN INTERNATIONAL GROUP, INC. (AIG): President John Neal will no longer be joining company John Neal, former CEO of Lloyd’s of London, was set to join AIG as its President (effectively a No. 2 role).  His compensation package was reportedly very large — the WSJ says up to $17 million in his first year.  The controversy centers on Neal’s past at Lloyd’s: allegedly he had an inappropriate workplace relationship with Rebekah Clement, a former director of corporate affairs at Lloyd’s.  There were also concerns raised at Lloyd’s about preferential treatment: Clement was promoted into a role that reported directly to Neal, and there were complaints from employees.  Additionally, Neal’s daughter was employed at Lloyd’s in a communications role, which raised further governance questions.  Lloyd’s of London has reopened an investigation into Neal’s conduct.  AIG terminated (or “mutually agreed to end”) Neal’s appointment, citing “personal circumstances” in a filing. “American International Group, Inc. (NYSE: AIG) today communicated that it has reached a mutual agreement with John Neal, who had been named to the position of President effective December 1, 2025, that he will no longer be joining the Company due to personal circumstances. AIG Chairman & CEO Peter Zaffino will continue to work with the Board on the future organizational structure of the Company to drive performance on behalf of its clients, partners, and stakeholders.” The decision came fairly late — Neal was set to start December 1, 2025, before the reversal.  It appears AIG learned of the reopened Lloyd’s investigation only recently, which seems to have prompted them to pull back.  This isn’t the first time Neal has faced scrutiny for workplace relationships: when he was CEO of QBE Insurance, his bonus was cut because he failed to disclose a romantic relationship with an assistant.  ‍ ‍ NEOs CEOs Money TRACTOR SUPPLY: retention equity awards of $20M to CEO Harry A. Lawton III Rivian Automotive: 36.5M stock option grant /$4.6B CEO stock award to CEO RJ Scaringe PROCORE TECHNOLOGIES, INC. (PCOR) appointed Dr. Ajei S. Gopal as CEO founder and former CEO Craig Courtemanche, Jr. remains as Chair $3M equity and $500k cash to former CEO "to recognize the extraordinary amount of time, energy, and effort that Mr. Courtemanche dedicated to identifying, evaluating, and meeting with multiple potential CEO candidates, and ultimately successfully recruiting and onboarding Dr. Gopal, all while continuing to lead the Company as its President and CEO" EMERSON ELECTRIC CO (EMR): Karsanbhai and COO Ram Krishnan: potential value of $38M each PROXY CAGE MATCH Novo Nordisk faces a shareholder backlash as the Danish drugmaker's minority investors prepare a protest vote against a board shake-up forced through by its dominant shareholder, the Novo Nordisk Foundation. The Novo Nordisk Foundation, holding 77% of voting rights but just 28% of share capital, used its dominance to push through a major board overhaul at an extraordinary shareholder meeting.​ Foundation chairman Lars Rebien Sørensen was installed as Novo Nordisk’s new board chair—a dual role that raised governance concerns among minority investors due to its unprecedented consolidation of power.​​ Sørensen indicated he intends to serve for only 2–3 years and pledged to return to an “arm’s length” oversight model once a successor is named.​ Sørensen plans to prioritize appointing board members with recent pharmaceutical and over-the-counter (OTC) experience, reflecting the company's pivot to direct-to-consumer models.​ The shake-up followed the abrupt resignation of former chair Helge Lund and six independent directors, who stepped down after disputes with the Foundation over the pace and scope of board renewal.​ The Foundation argued that a comprehensive and rapid board refresh was necessary to stabilize the company and support long-term growth, while the former board favored a slower, incremental approach.​ Despite opposition, the new board slate received over 90% of the vote, though many minority shareholders either opposed or abstained as a protest.​ Major shareholders are reacting differently: Norway’s sovereign wealth fund plans to abstain, while CalSTRS (California State Teachers’ Retirement System) will oppose the proposed board candidates.  Proxy advisor ISS (Institutional Shareholder Services) recommended abstaining, citing concerns over the unilateral and opaque nature of the Foundation’s board overhaul. Novo recently appointed Mike Doustdar as CEO, in a fast-tracked process pushed by the Foundation, which was frustrated by what it saw as a passive board.   VOTE RESULTS TABLE  Tesla: Vote results: [actual vote result % support] / [vote result % support with insiders backed out]... thanks to Mr. CorpGov Proposal 1: Director elections Ira Ehrenpreis: 64.6% / 49.9% Joe Gebbia: 86.7% / 81.2% Kathleen Wilson-Thompson: 77.9% / 68.8% Proposal 2: Say-on-Pay 78.2% / 69.2% Proposal 3: A&R 2019 Equity Incentive Plan 78.7% / 69.8% Proposal 4: 2025 CEO Performance Award 76.7% / 66.9% Proposal 5: auditor ratification 97% / 96% Proposal 6: eliminate supermajority voting requirements (management proposal; however, no board rec) 53.5% Hypothetically, if inside owners had cast their votes AGAINST this proposal, and we were to back those shares out from the AGAINST vote tabulation, the proposal would have received 76% support, thus meeting the supermajority threshold to pass. Shareholder proposals: Proposal 7: Board authorization XAI investment: 43.3% Hypothetically, if inside owners had cast their votes FOR this proposal, and we were to back those shares out from the FOR vote tabulation, the proposal would have received 19.4% support. Proposal 8: Integrating sustainability metrics into senior executive compensation plans: 8.8% / 12.4% Proposal 9: Child labor audit: 7.6% / 10.8% Proposal 10**: Amend bylaws to repeal 3% derivative suit ownership threshold: 24.8% / 35% Proposal 11**: Amend Article X of the bylaws: 15.3% / 21.7% Proposal 12: Annual Director elections: 53.8% / 76% Proposal 13: Eliminate supermajority vote provision: 31.9% / 45% Proposal 14: Shareholder approval requirement prior to adopting an amendment to the bylaws: 48.8% / 69% Other than Tesla: 15 votes, 6 SHPs 3 call special meeting Texas Pacific Land Corp (TPL): call special meeting 15% yes JACK HENRY & ASSOCIATES INC (JKHY): call special meeting 49% yes LAM RESEARCH: Realistic Shareholder Ability to Call for a Special Shareholder Meeting 41% YES Separation of CEO/Chair: 34% YES Sysco Fox Corp (FOX, FOXA): simple majority vote 38% YES; improve compensation program 4% YES Directors: Tesla: Ira Ehrenpreis: 64.6% / 49.9% Joe Gebbia: 86.7% / 81.2% Kathleen Wilson-Thompson: 77.9% / 68.8% LAM RESEARCH CORP (LRCX): 19% NO Nominating Committee Chair Michael R. Cannon 11% NO Chair Abhijit Y. Talwalkar      Fox Corp (FOX, FOXA): Lachlan K. Murdoch: 17% NO William A. Burck: 17% NO Chase Carey: 18% NO Margaret “Peggy” L. Johnson: 15% NO Paul D. Ryan: 24% NO NEWS CORP (NWS, NWSA): Lachlan K. Murdoch 10% NO José María Aznar 20% NO Natalie Bancroft 16% NO Masroor Siddiqui 12% NO The other 12: 96% yes avg 97% yes avg avg 99% yes avg 98% yes avg 98% yes avg 95% yes avg 96% yes avg 97% yes avg 99% yes avg 98% yes avg 97% yes 98% average YES THE BIG VOTE PICKS DAMION Upcoming Meetings November 10- AGM Date Company SHPs # Notes Matt SEC no-action ruling SEC blamed the “government shutdown” and “guidance” to issue the following: “the Division has determined to not respond to no-action requests for, and express no views on, companies’ intended reliance on any bas

    50 min

  5. 11/07/2025

    Zombies, krakens, mummies, and the monster mash of horrifying directors

    This is Proxy Countdown. Welcome to the big show for the week of November 3, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Some mysterious director NO votes More one-time retention awards for our CEO king and queens A dude wants to control Victoria’s Secret The ongoing disappearance of shareholder proposals Matt’s halloween director roundup Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Tracking Noteworthy 8-Ks since October 8th: DIrector comings and goings: Men added:  Men subtracted:  Women added:  Women subtracted:  Stick to 2F TransDigm Group INC (TDG) : appointed Michael Lisman and Peter Palmer Down to 2F: Down to 1F: Stupidities/Oddities: TEXTRON INC (TXT) appointed Lisa M. Atherton CEO/director Ms. Atherton will receive an annual base salary of $1.3M and target annual incentive compensation of 150% of her base salary former CEO Scott C. Donnelly will become Executive Chairman Mr. Donnelly will receive an annual base salary of $1.485M and target annual incentive compensation of 170% of his base salary the Board approved an amendment to the Company’s amended and restated by-laws to accommodate the appointment of an Executive Chairman F5, INC. (FFIV): CEO François Locoh-Donou will become Chair after 2026 AGM Mr. Locoh-Donou will succeed current Chair, Alan J. Higginson, who, as previously announced, will be retiring after nearly 30 years as a Company director and 20 years as the Company’s Chair. Michael Montoya resigned as director but then Michael Montoya appointed CTO In October 2025, F5 disclosed a security incident involving a nation-state threat actor who gained long-term, persistent access to its product development and knowledge management systems, exfiltrating some BIG-IP source code and vulnerability information. Toast, Inc. (TOST): appointed Anutthara Ramamurthy Bharadwaj, will hold office until the 2028 annual meeting CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV): Chelsea Clinton resigned CNA FINANCIAL CORP (CNA) Dino E. Robusto’s tenure as Executive Chairman will end on December 31, 2025 CEO Douglas M. Worman will become Chair TEXAS INSTRUMENTS INC (TXN) Richard K. Templeton resigning as executive chairman CEO Haviv Ilan appointed as executive chairman‍ ‍ NEOs CEOs Money CITIGROUP INC: CEO Jane Fraser: one-time retention award; one-time RSU equity award of $25M and 1.055M options to CEO MP Materials Corp. / DE (MP): one-time grant of restricted stock units with performance conditions to NEOs: total $28M VERIZON COMMUNICATIONS INC (VZ): $70m golden hello to new CEO Dan Schulman PROXY CAGE MATCH BBRC International, which owns a nearly 13% stake in Victoria’s Secret, delivered a letter to the Victoria’s Secret’s board of directors this week calling for the removal of Chair Donna James and asking for a board seat. Pushing Brett Blundy, who runs BBRC James, the company’s chair, served on the board of L Brands—Victoria’s Secret’s previous parent company—for nearly two decades before the 2021 spinout. “By any measure, she is an ‘over-tenured’ director with a ‘stale perspective’ that lacks objectivity regarding the company’s operations,” Blundy wrote in the letter this week. American Electric Power (2022-2025) and Hartford Financial (2021-) Directors who all serve on 2 other boards: Irene Chang Britt, Sarah Davis, Jacqueline Hernandez, Lauren Peters   VOTE RESULTS TABLE  SANFILIPPO JOHN B & SON INC (JBSS) common directors: Pamela Forbes Lieberman 43% NO; Mercedes Romero 51% NO; Ellen C. Taaffe 44% NO “The Board of Directors recommends a FOR vote for Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe” Common stock holders: BlackRock/Thrivent Financial for Lutherans/Vanguard Group combined 33.6% class A directors (5 Sanfilippo and 2 Valentine) 100% YES 10 votes per share Sanfilippo/Valentine hold combined 74% voting power and 100% of Class A shares “Gender and Diversity: Common Stock Director nominees are all female. Together with the Common Stock Directors, 40% of our Board is female” 1 of 7 Sanfilippo/Valentines is a woman Stock was $125 in 2023, currently $68 James River Group Holdings, Ltd. (JRVR) 99% avg YES 37% NO Pay 3% NO last year CEO: $11k less in 2024 (from $2.72M to 2.71M) Other 4 NEOs got total cash retention award of `$1.9M, but the decision was made in last year’s proxy SOCIETY PASS INCORPORATED. (SOPA) Loic Gautier 99% NO; After the Annual Meeting, Loic Gautier resigned all other directors 99% yes Only thing different about Luic in proxy: “Non-independent Director” Vote was October 21: After the Annual Meeting, Loic Gautier resigned as a director of the Company, effective immediately. Loic Gautier’s resignation was not as a result of any disagreement with the Board or the Company. On October 24, 2025, Society Pass Incorporated announced the resignation of Loic Gautier from its Board of Directors, effective immediately. The resignation was not due to any disagreement with the Board or the Company. VALUE LINE INC (VALU): Stephen P. Davis: 95% NO Seems to still be on board: “Each candidate shall be elected by a plurality of the votes cast” Retired Deputy Commissioner, New York City Police Department 99% YES last year “On October 7, 2025, Value Line, Inc. held its annual shareholders meeting to elect directors. The voting results, as reported by American Stock Transfer & Trust Company, LLC, confirmed the election of several directors, with Howard A. Brecher, Mary Bernstein, and Glenn J. Muenzer receiving significant support, while Stephen P. Davis received notably fewer votes in favor.” Next lowest was 3% NO Mawson Infrastructure Group Inc. (MIGI): 62% NO all 3 directors: Ryan Costello, Steven Soles and Kathryn Yingling Schellenger were elected, by a plurality of the votes cast Stock was $99 in 2022, currently $0.95 Innovative Eyewear Inc (LUCY, LUCYW): voted not to reinstate the voting rights acquired by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust: 76% NO Recorded 72 meetings since October 8th: TWO SHPs CINTAS CORP (CTAS) call for a special shareholder meeting 45% YES PROCTER & GAMBLE Co (PG) plastic packaging 14% YES THE BIG VOTE PICKS DAMION Upcoming Meetings November 10- AGM Date Company SHPs # Notes 11/11/25 IDT Corp 0 11/12/25 Jack Henry & Associates 1 Call special meeting 11/12/25 Viavi Solutions 0 11/12/25 Adtalem Global Education 0 11/12/25 Extreme Networks 0 11/12/25 BGC Group 0 11/12/25 Automatic Data Processing 0 11/13/25 Estee Lauder 0 11/13/25 Axos Financial 0 11/13/25 Coherent Corp 0 11/13/25 Broadridge Financial Solutions 0 11/13/25 Tapestry 0 11/14/25 Fox Corporation 2 Improve executive compensation program AND simple majority vote 11/14/25 Sysco 1 Separate CEO/Chair Matt ZOMBIES Directors with 20 years and less than 10% influence in the US Just wrap them up and put them in the corner There are 255 of them actively on boards 35 of them are lead “independent” directors! Just absorb that - these are directors with less than 10% influence, no founder/family/control problem, been there more than 20 YEARS, and still are pointless!  MORE THAN 10% OF MUMMIES ARE LEAD DIRECTORS! Here are my top 5 favorite mummies that investors keep covering in desiccant year after year with FOR votes: Steve Odland, General Mills, 2% influence CEO of the conference board who put out pieces about governance regularly, including on the “pressures of directors on succession planning” and how “nearly all senior executives are calling for board refreshment” Steve… is the irony not, like… a LITTLE obvious for a guy who’s been on the board of General Mills since the year the iPod Mini was launched? (21 year tenure) Simon Lorne, Teledyne, 3.8% influence 79 years old, he joined the board the year Victor Wembanyama was born (21 years ago) Ex Munger Tolles lawyer Bill Grabe, Gartner, 8% influence 86 years old!, on the board since the same year Kurt Cobain married Courtney Love (32 years ago) Ex IBM, chairs the Nom committee - which explains why the average tenure of directors at Gartner is 13 years - with five directors out of 11 at 15 or more years When Steve Pagliuca joined the board 15 years ago, Grabe was 71 years young Gartner is an expert network currently pushing AI expertise… from… an 86 year old…  Bill Miller, Cummins, 9.9% influence 68 years old, on the board since the same year Bill & Ted’s Excellent Adventure was released (36 years) - and he definitely saw it, he was 32 at the time Chairs Comp committee President of the Wallace Foundation since 2011, previously on boards of mutual funds Shouldn’t we NOT store our mummies in the comp committee? VAMPIRES Directors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years old Ancient AND blood sucking We lost some vampires last year to retirement and/or mergers, but don’t worry, we have 6 this year with only ONE repeat - here’s the top three: Colm Barrington, 79 year old director at Willis Lease (US) and Fly Leasing (Ireland) Wolfgang Porsche at VW and Porsche - the 82 year old has 20% influence and bats in the bottom quartile for both TSR and earnings - and the company is named after him Po Chu U repeats - 99 year old woman who is dictator at Lai Sun Development in HK, her son is also on the board I can’t be mad at a 99 year old woman, even if they provide no shareholder value and suck the blood out of their company FRANKENSTEIN Directors with 50% FOR votes in 2024 Every good zombie movie ends with the zombies winning? TG Therapeutics had 3 directors fail the vote last year to pass this year: Daniel Hume: 58.9% FOR Sagar Lonial: 54.1% FOR Yann Echelard: 58.6% FOR But my favorite this year…Veeva Systems’s Paul Sekhri 2024 vote: 48.8% FOR - voted OUT “Mr. Sekhri tendered his conditional resignation as a director for consideration by the Nomina

    39 min

  6. 10/10/2025

    Surveys: directors want you to vote them out, plus a vote out at John Wiley and female replacement theory

    The silent female retreat The not-so-secret power of the lead independent director An aggressive activist atmosphere is heating up A college professor in a bow tie gets voted out And on the Big Vote, Matt talks Surveys Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Tracking Noteworthy 8-Ks since September 24th: DIrector comings and goings: Men added: 22 Men subtracted: 7 Women added: 6 Women subtracted: 5 Down to 2F: Fannie Mae: Karin Kimbrough resigned Down to 1F: F&M BANK: Daphyne S. Thomas retired Rocket Companies, Inc. (RKT): Jennifer Gilbert resigned; appointing Mr. Jay Bray to serve as a Class II director and Mr. Tagar Olson to serve as a Class I director Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July) Stupidities/Oddities: IDEXX LABORATORIES INC /DE (IDXX) elected Karen Peacock Ms. Peacock will stand for election by stockholders as a Class I Director at the Company’s 2027 IonQ, Inc. (IONQ, IONQ-WT) appointed John W. Raymond General Raymond was appointed as a Class I director whose term will expire at the Company’s 2028 Annual Meeting of Stockholders Rocket Companies, Inc. (RKT) appointing Mr. Jay Bray to serve as a Class II director until 2028 Mr. Tagar Olson to serve as a Class I director until 2027 F&M BANK CORP: Daphyne S. Thomas: Upon reaching the mandatory retirement age, Ms. Thomas became an honorary director and will continue to function as such until she tenders her resignation to the board or until the board requests that she tender her resignation. Under Section 2.11 of the Bylaws, an honorary director may attend board meetings but is not entitled to vote. NEOs Disney: Sonia L. Coleman, the Company’s Senior Executive Vice President and Chief Human Resources Officer, changed title was to Senior Executive Vice President and Chief People Officer increased Ms. Coleman’s annual base salary to $1,000,000; increased her target annual bonus opportunity to 175% of her base salary; and increased her target long-term equity incentive annual award value to 375% of her base salary CEOs COMCAST CORP: Michael J. Cavanagh will be appointed Co-CEO along with current CEO and Chair Brian Roberts, the son of Comcast founder Ralph Roberts VERIZON COMMUNICATIONS: lead director Daniel H. Schulman succeeding Hans E. Vestberg Money Norfolk Southern: One-time cash retention to all NEOs Mark R. George—$4,000,000; Jason A. Zampi—$2,250,000; John F. Orr—$3,000,000; Claude E. Elkins—$2,000,000; and Anil Bhatt—$2,000,000 Pepsi CFO Golden Hello: $9M Strategy Inc: increase to the annual cap for the security program maintained for Michael J. Saylor, Executive Chairman/former CEO/co-founder, under which the Company covers certain security-related costs. Previously, the annual cap for this program was $1,400,000; effective in calendar year 2025, the cap will be increased to $2,000,000 Dell Technologies: one-time performance-based stock option award to COO Jeffrey Clarke valued at $132.4M CSX CORP: appointed Stephen Angel as CEO; $10.1M golden hello PROXY CAGE MATCH Activist investors launched a record number of new campaigns in Q3, with 61 new campaigns, up sharply from 36 a year earlier. Barclays’ new data show that activism is accelerating globally, with a 90% quarter-on-quarter increase in the U.S. Year-to-date figures indicate nearly 191 campaigns targeting 178 companies, with activists securing 98 board seats and driving approximately 25 CEO departures thus far Japanese game company GungHo Online Entertainment, has rejected a proposal from activist investors to dismiss its longtime CEO Kazuki Morishita The proposal was put forward by Strategic Capital, a Tokyo-based investment fund which controls over 11% of GungHo’s voting rights. During an extraordinary shareholders’ meeting held at its request on September 24, the activist pushed for: 1) the requirements for ousting an executive to be relaxed 2) for Morishita to be fired from his position as CEO. While the first proposal was accepted, the attempt to remove Morishita failed, not gaining enough votes from majority shareholders.  Irenic Capital Management, which owns about 2% of Workiva, wants board and governance changes: Specifically, the hedge fund is urging the company to collapse its dual-class share structure, make all board members stand for election every year and add two newcomers, including Irenic executive Krishna Korupolu, to the board. The hedge fund also expressed considerable concern about the company's governance, noting that five of its seven directors have served on the board since 2014. Acadia Healthcare has appointed Todd Young as CFO, amid growing pressure from activist investors  Khrom Capital and Engine Capital — which together own more than 8% of the company   VOTE RESULTS TABLE  Freedom Holding Corp. (FRHC) 0 SHP classified; Philippe Vogeleer 99.2% FEDEX CORP (FDX) 1 SHP: independent board chairman 43% yes 97% yes; Smith 10% NO 37% NO pay PAUL S. WALSH (CHAIR) 94% Silvia Davila 97% Susan Patricia Griffith 98% Amy B. Lane 99.5% Susan C. Schwab 96% GENERAL MILLS INC (GIS) 2 SHP Regenerative Agriculture Practices Within Supply Chain 27% YES Separate the Board Chair and CEO Roles 36% YES avg 97% YES RPM INTERNATIONAL (RPM) 0 SHP 99.7% YES Craig Morford; 9/12 up for election as company in process of declassification CARPENTER TECHNOLOGY CORP (CRS) 0 SHP Classified at John Wiley & Sons: 54% said NO to Governance Committee Chair Brian Hemphill The Board, upon recommendation of the Governance Committee, determined not to accept Mr. Hemphill’s resignation: “The Board concluded that the voting outcome reflected proxy advisory firm recommendations unrelated to Mr. Hemphill's individual performance or contributions. The Board determined that Mr. Hemphill's continued service is in the best interests of the Company and its shareholders” THE BIG VOTE PICKS DAMION Upcoming Meetings September 29- AGM Date Company SHPs # Notes 10/13 MillerKnoll Inc 0 Classified: 3 dirs 10/14 Procter & Gamble 1 As You Sow: Plastic Packaging 23% 10/16 Medtronic 0 Irish 10/16 CACI International 0 no Say on Pay; 3 directors Matt SURVEY SEASON Executives PwC Board Effectiveness Survey - August 2025 All NEOs, ~500 of them Biggest representation in tech/media (23%) Mostly mid (35%) and large (26%) companies Directors PwC Annual Corporate Directors Survey - October 2025 More than 600 directors surveyed Mostly mid cap (33%) and large cap (37%) Mostly men (65%) - and no question about race/ethnicity Mostly longer tenured (6+ years, 56%) Asset Owners Morningstar’s Voice of the Asset Owner Survey 2025 - October 2025 500 asset owners, 19tn in assets Mostly EU and APAC, 20% US Mostly 1-100bn in assets SURVEYS SAY… How important is voting out a director? Executives: 93% of executives say at least one director should be replaced, 78% say 2 or more Directors: 55% think AT LEAST ONE should be replaced, and 7% of directors - nearly 1 in 10 - think MORE THAN TWO directors Investors: 35% said they voted - IN EITHER DIRECTION - at all To put that in perspective, investor voter turnout is roughly equivalent to voter turnout in Syria (37%) Are boards any good? Executives: 35% of executives rate their boards as “excellent” or “good” IT executives think their boards are the WORST - only 21% think they’re effective at all, and 40% think they’re straight up “Poor” Directors: 68% of board Boards think they have an effective assessment process Investors: only 35% of investors said board composition was material AT ALL, much less worrying about how effective those boards were Are we culling directors that suck? Executives: 50% of executives feel confident a board will remove an underperformer Directors: 34% of directors think the chair/lead director is “very effective” in dealing with underperforming directors - the lowest of the options Investors: Only 35% even VOTE, and the average vote for a director is 96% in favor - 0.2% of directors annually are voted out Why aren’t we cutting directors exactly?? Executives: 57% said “Board leadership is unwilling to have difficult conversations with underperforming directors”, while 48% say “Individual director assessments are not performed” This checks out - only 27% of directors said as part of the assessment process, they did individual assessments ACTION ITEM: USE DATA TO DO INDIVIDUAL ASSESSMENTS Directors: The main reason why they haven’t been replaced is “personal relationships with board members” Investors: Only 35% even VOTE, but 52% do vote on shareholder resolutions - maybe if there was a shareholder resolution that said “do a report on individual director assessments, focusing on old, long tenured, underperforming directors”, they might actually approve a report on it since they won’t vote against a human?   What makes a sucky director? Executives: advanced age, overboarding, long tenure, and unprepared for meetings When asked what a coaching a board chair should give underperforming directors: 36% say “not actively participating in discussions”, and 33% say dominating discussions Directors: “does not meaningfully contribute to discussions” and “long tenure” Investors: only 14% of asset owners find it “very useful” to do stewardship, which includes voting proxies, and 16% said they “don’t know” if it’s useful - the only time we see votes against consistently is for attendance and overboarding (like SUPER overboarding) What’s the most important issue? Executives: Executives are asking boards to spend more time… on ESG?  50%, the highest overall ask. What keeps them up at night is talent management (18%) Directors: 34% said they plan on adding “industry expertise” - which suggests 1 in 3 boardrooms might have none? Investors: Business ethics remains number 1, and is the TOP RANKED material issue of every issue they asked - 68% of asset owners agreed W

    54 min

  7. 09/26/2025

    Proxy Season Bets, plus Oracle’s 4x CEOs and the rise of Executive Vice Chairs

    2025-2026 PROXY SEASON COUNTDOWN: BETTING LINES Jay Hoag as canary in the “investors REALLY don’t care about their directors” coal mine - what’s Hoag’s votes FOR this year? Pursuant to the Company’s director resignation policy, the Nominating and Governance Committee (the “Nominating and Governance Committee”) of the Board considered Mr. Hoag’s offer of resignation and whether to recommend that the Board accept or reject the offer. Mr. Hoag did not participate in the Committee or the Board’s determination regarding his resignation. The Nominating and Governance Committee considered a variety of factors relative to the best interests of the Company and its stockholders, as more fully described below. The Nominating and Governance Committee recommended that the Board reject Mr. Hoag’s resignation offer. On June 22, 2025, the Board rejected Mr. Hoag’s resignation. The Board, consistent with the Nominating and Governance Committee’s recommendation, determined that Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders. Mr. Hoag will continue to serve on the Nominating and Governance Committee and as lead independent director of the Board until the Company’s 2026 Annual Meeting of Stockholders or until his earlier resignation or removal. Attendance Record. We believe that Mr. Hoag did not receive a majority of votes cast in his election to the Board because he attended less than 75% of the meetings of his total board and committee meetings in 2024. Upon the recommendation of the Nominating and Governance Committee to reject Mr. Hoag’s offer of resignation, the Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance record. Mr. Hoag’s attendance rate was 97% in the five years prior to 2024. The Nominating and Governance Committee as well as the Board noted that despite his absence from certain meetings during 2024, Mr. Hoag remained engaged with the Company and Board activities by attending meetings with senior management, engaging in pre-Board meeting memos, and helping to set agenda topics for meetings. In addition, Mr. Hoag has committed to returning to his historic pattern of meeting attendance and continuing to be fully committed to the Board. Line: 89% (-110 OVER / +105 UNDER; implied odds 52.4% over, 47.6% under) Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance at a big US company? The average percentage of directors getting less than 50% of the vote is 0.2% - generally it happens due to activism OR attendance.  Will it happen for some other reason? LINE: -20000 NO / +50000 YES (implied odds: 99.5% chance of NO, 0.2% chance of YES; $100 wins either $0.0002 or $50,000) Highest/lowest votes FOR a director in the US? Highest: 99.94% (-115 OVER / +110 UNDER) Lowest: 38.0% (+120 OVER / -115 UNDER) How many directors will be added inside 30 days after the AGM this year? 54 US companies added 56 directors inside 30 days after the AGM in 2025 - that’s 56 times the shareholder democracy was subverted to create incumbents without elections.  The majority of the time it’s done through board expansion or done on classified boards - which makes it much worse, as directors can serve as many as 3 years before their FIRST election.  Was it a banner year? LINE: 61 adds (-105 OVER / +102 UNDER) The average percentage of women on boards will be? Most recent data shows a 22% drop in new diverse candidates on boards, and Damion pulled a stunning number of “Down to 2” as a common refrain for boards looking to diversify away from women.  The current average number of women on large cap US boards is 30% - how far does the average move after 2025-6? LINE: 28% (+200 OVER / -185 UNDER) - was 30% for US companies in 2024-5 Disney’s Mel Lagomasino vote total Lagomasino was the target of Nelson Peltz’s “vote out” campaign - and ISS sided with Peltz at the time 2023: 92% YES 2024: 63% YES 2025: 98% YES 2026?: 92% (OVER -200 / UNDER +175) Will any shareholders remember that ISS suggested WITHHOLD on Brookdale Senior Living director Lee Wielansky? ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee: “Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.” 2024: Wielansky (99.6% YES) and Freed (98.8% YES) 2025: Wielansky (61.5% YES) and Freed (63.0% YES) 2026?:  Wielansky 98% (+110 OVER / -105 UNDER) Freed 97% (-105 OVER / +105 UNDER) Musk’s pay package What’s the final vote for Musk’s NEW pay package - not the one they robbed employees to pay him to make up for his compromised initial pay package - the EXTRA trillion they want to give him to keep him motivated, because $1.7tn isn’t enough to keep someone motivated, he wants $2.7tn… and frankly, who gets out of bed for less than $700bn anymore? 2018: 73% (look how well that turned out for America!) 2025?: 84% (-190 UNDER / +200 OVER) Damion line: 73% Over / under and highest number of shareholder proposals? In 2025, Alphabet clocked in with highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7. Who do you bet? Alphabet: 8 (+110 OVER / -115 UNDER), +350 for most SHPs (last year: 13, 1st) Meta: 5 (-115 OVER / +125 UNDER); +450 for most (last year: 9, 2nd) Amazon: 9 (+120 OVER / -150 UNDER); +300 for most (last year: 8, 3rd) Walmart: 4 (-110 OVER / +105 UNDER); +600 for most Apple: 6 (-110 OVER / +105 UNDER); +700 for most Disney: 9 (-110 OVER / +105 UNDER); +325 for most JPMorgan: 7 (-110 OVER / +105 UNDER); +400 for most Exxon: 1 (+150 OVER / -200 UNDER); +2000 for most Starbucks: 3 (-110 OVER / +105 UNDER); +900 for most Chevron: 4 (-110 OVER / +105 UNDER); +1200 for most Pfizer: 1 (-110 OVER / +105 UNDER); +1500 for most Winningest proponents Last year, the average vote getting by proponent was as follows: Activists: 23% Anti woke: 2.2% AOs / Pensions: 11.9% Woke: 10% Governance: 29% Religious: 10.3% Who you got for averages this year? Activists: 29% (-110 OVER / +105 UNDER); Anti woke: 3% (-110 OVER / +105 UNDER); AOs / Pensions: 9% (-110 OVER / +105 UNDER); Woke: 7% (-110 OVER / +105 UNDER); Governance: 40% (-110 OVER / +105 UNDER); Religious: 10% (-110 OVER / +105 UNDER); John Cheveddan total shareholder proposals 2025: 27 2026?: 32 (+175 OVER / -150 UNDER) Number of non governance shareholder proposals that will WIN (defined as >50% votes in favor)? 2025: 0 2026?: 1 (+4500 OVER / -3300 UNDER; implied odds 2.2% OVER, 97% UNDER)

    55 min

  8. 09/12/2025

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

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

    52 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.

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  • Creator
    Free Float Media, Inc.
  • Years Active
    2023 - 2026
  • Episodes
    65
  • Rating
    Explicit
  • Copyright
    © 2023
  • Show Website
    PROXY COUNTDOWN

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