PROXY COUNTDOWN

Free Float Media, Inc.
  • 5.0（6則評分）
  • 投資
  • 每週更新

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. 11 小時前

    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 分鐘

  2. 4月24日

    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 分鐘

  3. 4月16日

    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 分鐘

  4. 4月9日

    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 分鐘

  5. 4月3日

    Vote with data top list, plus equity awards, ballooning pay, and activists like dudes

    Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets 95 Filings since March 27 The headlines: Air Canada CEO will retire this year after his English-only crash message was criticized Michael Rousseau is stepping down following a massive public outcry after he delivered a condolence video almost entirely in English regarding a fatal plane crash that killed a French-speaking pilot. Critics and politicians, including Quebec’s Premier, were outraged that Rousseau failed to fulfill a high-profile 2021 promise to learn French, viewing his English-only response to a tragedy as a sign of deep cultural disrespect. Air Canada’s board has launched a global search for a successor and explicitly stated that fluency in both English and French is now a non-negotiable requirement for the next CEO. The company clarified that while a "comprehensive internal development program" has been in place for two years, the recent controversy accelerated the timeline for his departure. Rousseau will officially retire at the end of the third quarter (September 30, 2026), staying on until then to ensure a "seamless transition" and assist the board during the handover. Air Canada CEO Michael Rousseau initially stated he did not intend to step down following backlash over an English-only video regarding a runway incident Super Micro Computer, Inc. (SMCI) indictment of three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations: Yih-Shyan "Wally" Liaw, SVP Business Development and a member of the Company's Board of Directors Ruei-Tsang "Steven" Chang, a sales manager in Taiwan Ting-Wei "Willy" Sun, a contractor The Company has placed the two employees on administrative leave and terminated its relationship with the contractor Mr. Liaw has also resigned as a member of the Company’s Board of Directors Mr. Liaw’s resignation was not the result of a disagreement with the Company Clean-up crew: The Company also announced that it has appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately. Succession Planning?? WEST PHARMACEUTICAL SERVICES INC (WST): Eric M. Green CEO/Chair stepping down once a successor is found ADOBE INC. (ADBE): CEO/Chair Shantanu Narayen resigning when successor found; will remain as Chair Down to 2F Arthur J. Gallagher & Co. (AJG): Sherry Barrat retiring down to 2/9 Corebridge Financial, Inc. (CRBD): Rose Marie Glazer and Adam Burk resigned 2/11 INCYTE CORP (INCY): Susanne Schaffert retiring 2/8 Stupid money Datadog, Inc. (DDOG): appointed Dominic Phillips As an inducement for Mr. Phillips to join our Board in a highly competitive market, in recognition of his extensive professional experience and expected contributions to the Company, and in order to further align his interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Mr. Phillips under the Director Compensation Policy upon his appointment from $400,000 to $600,000. ALNYLAM PHARMACEUTICALS, INC. (ALNY) special equity award to CEO Yvonne Greenstreet: up to $89m equity CEO (2022-); COO (2016-2022) more than three decades of leadership in the biopharmaceutical industry: Head of Medicines Development at Pfizer; and Chief Strategy Officer at GlaxoSmithKline medical degree and practiced as a clinician before earning her MBA from INSEAD Students must prove knowledge of at three languages by graduation. Chair Amy Schulman (16%); CEO (20%); Colleen Reitan (7%); Margaret Hamburg (6%): -9% male gender gap! LAS VEGAS SANDS CORP (LVS) appointed Patrick Dumont as Chairman, Chief Executive Officer CFO Randy Hyzak from $1.2M/150%/175% to $1.35M/200%/250% Base Salary Increase: +$150,000 Short-Term Upside: +$900,000 Long-Term Upside: +$1,275,000 Total Annual Increase: $2.325 Million (a 45.6% jump in total earning potential) GC D. Zachary Hudson from $1.3M/175%/200% to $1.6M/200%/425% Base Salary Increase: +$300,000 Short-Term Upside: +$925,000 Long-Term Upside: +$4,200,000 Total Annual Increase: $5.425 Million (an 87.8% jump in total earning potential) Alphabet Inc. (GOOG, GOOGL) CEO Sundar Pachai: up to $692m equity over next for 3 years = $631,000 per day Workday, Inc. (WDAY) Aneel Bhusri, Workday’s co-founder and Executive Chair, promoted to CEO: up to $270m equity WASTE MANAGEMENT INC (WM) Ms. Rankin received a cash bonus of $1 million in recognition of the value delivered to stockholders as a result of her leadership in completing the orderly transition of the CFO role to her successor and her important contributions toward the integration of our Healthcare Solutions business DEERE & CO (DE) one-time equity awards to 3 NEOs: John C. May $25M; Ryan D. Campbell $5M; Deanna M. Kovar $5M PROXY CAGE MATCH Activist investor seeks to oust Americold Chair Mark Patterson over “problematic boardroom behavior” Sieve Capital is pushing Americold Realty Trust to remove Mark Patterson as the chairman of the firm’s board of directors, citing his tenure on the board of scandal-ridden office landlord Paramount Group. Irenic Capital is demanding the ousting of Teleflex Chairman Stephen Klasko following CEO Liam Kelly’s abrupt resignation in early 2026 without a clear succession plan. The activist alleges that the board is "drifting" under interim leadership. Under a cooperation agreement with activist investor Elliott Investment Management, Norwegian Cruise Line Holdings has appointed five new independent directors: Alex Cruz, Kevin A. Lansberry, Steve Pagliuca, Brian P. MacDonald, and Jonathan Z. Cohen. Simultaneously, long-serving board members Stella David, David M. Abrams, Harry C. Curtis, and Mary E. Landry have resigned, while current CEO John W. Chidsey has assumed the additional role of Chairman. Responding to pressure from activist investor Jana Partners to explore a sale, Six Flags Entertainment has appointed Richard "Dick" Haddrill as its new Executive Chairman to lead a strategic refresh focused on profitability and shareholder value. As part of this leadership shift, former chair Marilyn Spiegel has transitioned to the role of Lead Independent Director, while board member Jennifer Mason is set to depart the company by not seeking re-election at the upcoming 2026 annual meeting. Following a cooperation agreement with activist investor Ed Garden, Fortune Brands Innovations (maker of Yale and Master Lock) rescinded the appointment of incoming CEO Amit Banati before his May start date and committed to restarting its search. As part of the governance overhaul, outgoing CEO Nicholas Fink will proceed with his departure, while Susan Kilsby assumes the role of Executive Chair and Ed Garden joins the board to oversee the transition. Despite Amit Banati never officially starting the CEO job at Fortune Brands Innovations (the Yale padlock maker), he is walking away with a massive payout of approximately $18.35 million. This was originally designed to compensate him for the millions in stock and bonuses he forfeited by leaving his previous role as CFO of Kenvue. $8 million in a one-time cash award. $6 million in accelerated restricted stock units (RSUs). $4.35 million in additional cash payments for other forfeited incentives.   VOTE RESULTS TABLE   27 meetings market cap over $1 billion since 2/27/26  Companies with SHPs: 5 STARBUCKS CORP (SBUX) Independent Board Chair 12% yes Report on Detransitioning 0.93% yes Report on Diagnostic Tools 0.72% yes Risks of Excluding Religious Charities 0.66% yes Repro & Gender Care Gaps 0.59% yes Supermajority to Majority 94% yes Keysight Technologies, Inc. (KEYS) Call for a Special Shareholder Meeting 64% yes Walt Disney Co (DIS) 1 not presented how the employee gift-matching program may impact risks related to religious  discrimination against employees 0.79% yes Cumulative Voting for Board Elections 3% yes Accessibility & Disability Inclusion Practices 5% yes DEERE & CO (DE) Report on the Return on Investment of Emission Reduction Goals 1% YES Shareholder Right to Act by Written Consent 38% YES Report on Faith-Based Business Resource Groups 0.6% YES ANALOG DEVICES INC (ADI) Special Meeting Rights 38% yes Say on Pay: 5  over 10% NO; 0 over 15% Directors: 13 directors over 10% NO Highest: Heico: Alan Schriesheim 27% no; Mark H. Hildebrandt 26% no Upcoming Meetings April 8 Lennar Corporation $42.5 Billion April 9 Dow Inc. $40.1 Billion 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 PROXY PREGAME TOP TEN LISTS: Here’s how mid 2010s Buzzfeed would have given you important information about the makeup of boards - top ten lists on some of the most advanced (and concerning) data points on directors and boards Most similar board Methodology: look at pairwise similarities between directors on demographics (race/ethnicity, age, gender), experience (knowledge, schools, industry careers), and connections in common - boards where most pairs of directors are similar are at risk of white man think Companies LIBERTY MEDIA CORPORATION malcolm ian grant gilchrist Audit member, nom member, pay chair 75 yo male, 89% connected EDISON INTERNATIONAL michael camunez Audit member 56 yo male, 91% connected Carnival Corporation joshua weinstein CEO! CMS ENERGY CORPORATION ralph izzo 68 yo white male, 89% connected Audit member DELL TECHNOLOGIES INC. david wyatt dorman 72 yo white male, 75% connected Nom member, pay member PG&E CORPORATION john o. Larsen 61 yo white male, 81% connected Pay member BLACKSTONE INC. stephen schwarzman CEO! APPLE INC. alex gorsky Nom member, pay member, 64yo white male GENERAL MOTORS COMPANY mary teresa barra CEO! INTERNATIONAL BUSINESS MACHINES CORPORATION alex

    48 分鐘

  6. 3月19日

    Live from CII Spring Conference 2026: Bertram, sausage sandwiches, and Starbucks

    Thanks to Adam, Felix and the Tallen AV team.  Thanks to the Council of Institutional Investors for having us, and hopefully we alienated just enough people to get invited back. This is Proxy Countdown. Welcome to the big CII show for the week of March 9, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s very special CII-scented proxy countdown: A peek into what we do and who we are: storytellers of ESG data and events backed by our exhaustive data set of director performance analytics covering 220,000 directors. Trends we are following into the 2026 proxy season Some dippy poll questions to keep you awake and hopefully lots of audience questions. And on the Big Vote, Matt takes a deep caffeinated dive into Starbuck’s upcoming annual meeting Matt intro Trade Wire - BUY/SELL Top Stories: What’s the deal with conference food? Wait, that’s the wrong script. Let’s start with a few small appetizers before we move on to our big trends of the year. In no particular order: How about this half-win for Ethics at Luminar Technologies? following a Code of Business Conduct and Ethics inquiry by the Audit Committee CEO and Chair Austin Russell and director Jun Hong Heng immediately resigned. However, the former CEO will remain on the Board AND be available to the incoming CEO on transition and technology matters.  How about this new version of a CEO Pay ratio? Jabil’s former Executive Chair Mark Mondello, who just stepped down with a Consulting Agreement until 2028–we are seeing a lot these actually, consulting agreements that extend until the end of the rainbow–where he will provide advisory and strategic services when requested for a monthly consulting fee of $145,833 resulting in a Consulting Agreement pay ratio of 144:1 Got that? He will earn 144 times the Median employee ($12,144) when requested. Dollar Tree added three directors to the board named Mike, Bill, and Tim. Considering they already have a Jeff, Dan, Tom, Paul, and Ned, it’s no surprise that the man with the lowest influence (6%) according to Free Float Analytics is a complicated fellow named Bertram. I knew that joke would fail Fallout from the Epstein files included two high-profile exits: Goldman Sach’sChief Legal Officer Kathryn H. Ruemmler and Hyatt Hotels’ Executive Chair Thomas J. Pritzker. But how about this for a twist: Despite numerous headlines, neither filing explicitly cited the reason for their departure: Goldman’s was incredibly terse, in fact probably the shortest filing statement I’ve seen in months: “Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc., effective June 30, 2026.” And at Hyatt Hotels, whileThomas Pritzker resigned immediately as chair–that’s their words not mine–he will actually stay and serve the remainder of his term as a director until May. The board of sandwich company Portillo’s each listed their favorite menu items in the company's proxy statement: 6 directors named sandwiches: an Italian Beef, dipped with Hot Peppers for CEO Michael Osanloo and a sycophantic Italian Beef with Hot Peppers and Cheddar for board Chair Michael Miles, Jr. but Audit Committee chair Ann Bordelon went completely rogue and picked "chocolate cake.” At a sandwich company. But maybe chocolate cake is the accurate risk averse choice for an Audit Committee chair? POLL: YES or NO: Will a director be voted out in an uncontested election this year for a reason OUTSIDE OF ATTENDANCE at a big US company? And lastly at Netflix, where an astounding 79% of shareholders rejected the reelection of lead independent director Jay Hoag. This vote is no aberration: 55% voted NO in 2020, 49% voted NO in 2017, and 49.7% voted NO in 2014. Mind you, this is a classified board so he’s only up for election every 3 years. Despite this, the Netflix board turned on its Bose QuietComfort Ultra Bluetooth Noise-Canceling Headphones, rejected the will of shareholders, and said: “Mr. Hoag’s continued service as a member of the Board is in the best interests of … its stockholders.” Ouch. Moving on to trends: One of the benefits of looking at 85 million 8-k filings every week is an ability to pick up on trends: Director golden hellos are becoming more of a thing: At Palo Alto Networks 2 new directors will each receive a golden hello equity grant worth $1M, in addition to their annual pay of about $400,000. That sounds like true independence. But MicroStrategy really steals the show here: as they will now grant new directors a golden hello package consisting of $2M in equity. Just 19 days after their last annual meeting, MicroStrategy snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. All of this before shareholders even have a chance to learn how to pronounce his last name. Speaking of Peter Briger, Jr. Said me, the only person ever to utter that phrase: our next trend is Circumventing democracy: companies being sneaky less than thirty days after their annual meetings. Matt has a fuller dataset but my favorites are when they get appointed to the board and multiple committees before anyone has time to say geshundeit: 22 days after their annual meeting, Uber appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating AND Compensation Committees. International Flavors & Fragrances added Virginia Drosos to the board as well as to three board committees only one month after their annual meeting And The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit Committee Here’s the point: they had to know during the annual meeting that they were bringing a new director on? They purposefully didn't tell anyone. They could have said something. Anything. Like, we’re interviewing some people… or… you’re going to have a new brother soon but we’ll still love you the same. American Water Works Company appointed Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee Pitney Bowes appointed Brent Rosenthal. Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting. And MicroStrategy snuck Peter L. Briger, Jr. onto the board 19 days after their annual meeting and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation The next trend we’re seeing is the Board to C-Suite promotion trend, which calls into question board members’ true independence. There are several but the big ones are: At Verizon: lead director Dan Schulman became CEO and got a golden hello package worth about $60M At IonQ, Lead Director Inder M. Singh became CFO/COO and got a $25M golden hello award Duolingo found its new CFO from its board: that’s Gillian Munson, Director since 2019 & Audit Committee chair, who gets a $14M CFO golden hello PayPal promoted its independent Chair, Enrique Lores, into the CEO role At Sonos Tom Conrad jumped from his board seat into the CEO throne And Apogee promoted long-tenured director and independent Chair Donald Nolan to CEO: “The board cited his deep understanding of the company and decades of leadership experience as key factors for the transition.” At F5, director Michael Montoya resigned and was immediately appointed CTO And at WillScot Holdings, independent chair Worthing Jackman is now its Executive Chair The Bro IPO update We introduced a term last summer called Bro IPO after analyzing board and leadership members at recent IPOs. The story was picked up by Fortune, Axios, and The Times so we updated the data from January 1st and found that of the 20 new companies: only one had a female founder, none had ONLY a female founder, there were no female CEOs, only one female CFO, one female chair, and 12 of 20 boards had either zero or one female director. Maybe we should rebrand this to the Brotopia? Lastly, our “Down to 2F” trend It wasn’t that long ago that the absolute minimum number of female directors on a large cap board was three: but since the anti-DEI Trump administration has taken over we have seen dozens of companies either dropping below this threshold or appointing men when there are only two women. I won’t name them all but some recent ones in February include: Applied Materials: Yvonne McGill resigned 2/10 Meg Crofton at HCA Healthcare 2/10 Emerson Electric: Director Leticia Gonçalves resigned 2/10 (2 James 2 women) Laurie J. Thomsen: The Travelers Companies (2/9/26) 2/8 Jessica L. Mega: Danaher Corporation (2/12/26) 2/12 Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8/26) 2/8 Mary Schmidt Campbell: Unity Software (2/8/26) 2/9 Laela Sturdy steps down at UiPath 2/8 (2 Daniel 2 women) Molly Joseph at First Solar 2/9 (2 Mike 2 women) Caroline Dorsa: Biogen Inc. (2/10/26) 2/10 Tina Hunt leaving Veeva Systems board 2/9 Paycom Software: Felicia Williams resigned 2/7 Some examples where a third woman was denied: Nutanix replaced retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who is a CFO, and a guy that already serves on four other publicly-traded companies. And American Financial Group added two men: Craig Lindner Jr. and David L. Thompson Jr.: long live the meritocracy: Craig Linder Jr. is the son of the co-CEO and the nephew of the other co-CEO At Live Nation Entertainment Trump administration bro Richard Grenell joins a 2-women Board; a few days later he tweeted: “Left wing violence is out of control.” Grenell is somehow the president of the Kenn

    43 分鐘

  7. 2月27日

    Vanguard’s fossil fuel settlement, plus early bonus season and more companies down to 2F

    Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets 145 Filings since Feb 5 The headlines: Epstein fallout GOLDMAN SACHS GROUP INC (GS) Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel Epstein; filing says nothing Hyatt Hotels Corp (H) Executive Chair Thomas J. Pritzker resigned immediately as chair, but will serve the remainder of his term as a director (May 2026) Epstein; not mentioned in press release The 2007 Stockholders’ Agreement provides that shares of Class B common stock covered by the agreement will be voted consistent with the recommendation of the Company’s Board and that, at the time Mr. Pritzker is no longer the Executive Chairman of the Board, such voting provisions will terminate.  As of the date hereof, 2,270,395 shares of Class B common stock or approximately 4.0% of the total voting power of the Company’s outstanding common stock were covered by the 2007 Stockholders’ Agreement, and the voting provisions of these shares of Class B common stock terminate as a result of the retirement of Mr. Pritzker from his position as Executive Chairman of the Board.  SYNOPSYS: Board’s decision not to renominate Luis Borgen and Dr. Ajei Gopal for re-election to the Board WESTLAKE CORP (WLK): elected Bhavesh V. “Bob” Patel: Mr. Patel will serve as a Class III director until 2028 AGM Walt Disney Co (DIS): exercised its right to terminate without cause the employment of Kristina K. Schake as Senior Executive Vice President and Chief Communications Officer MCDONALDS CORP (MCD): elected Ford CEO James D. Farley, Jr. DIsney WNBA Marriott Johnson & Johnson McLaren (luxury cars) Abbott Labs Gender Ratio: In this specific data set, approximately 75% of the new appointments are men, while 26% are women. (last show was 25%) Men: 42 in, 39 out Women: 15 in, 13 out Down to 2F Caroline Dorsa: Biogen Inc. (2/10) Laurie J. Thomsen: The Travelers Companies (2/9) Jessica L. Mega: Danaher Corporation (2/12) Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8) Mary Schmidt Campbell: Unity Software (2/8) BIOGEN INC. (BIIB) Caroline Dorsa, Chair resigning elected Dr. Maria C. Friere to serve as Chair F to F chair transition Stupid money CHARTER COMMUNICATIONS: $20.5M equity golden hello ADVANCED MICRO DEVICES: CEO Lisa Su granted special equity award valued at $75M target worth up to $150M Public Storage (PSA) Joseph D. Russell, Jr. resigning CEO/board; CFO H. Thomas Boyle promoted to CEO/director Ronald L. Havner stepping down as chair but remaining as director director Shankh S. Mitra becomes chair; John Reyes resigning $10M promotion equity bonus to new CEO; $3M golden hello to new CFO; retiring CEO gets $400k monthly consulting award until April 2027 CONSTELLATION BRANDS, INC. (STZ) Nicholas I. Fink appointed, remains on board; replacing William A. Newlands director Nicholas FInk promoted to CEO; former CEO William A. Newlands resigning from board $1.2M salary, 160% target annual; $11M LT equity; $33M golden hello equity award; Newlands consulting fee for 8 months is $1.2M director appointed CEO Workday, Inc. (WDAY) appointed Aneel Bhusri, Workday’s co-founder and Executive Chair, as CEO $1.25M salary, 200% annual target, $135M LT equity COCA COLA: COO Henrique Braun will become CEO 3/31/2026 current CEO/Chair James Quincey will become Executive Chair Braun: $1.45M salary, 200% target bonus; Quincey: $1.2M salary, 200% target bonus Quincey will continue to be able to utilize the Company owned aircraft for business and reasonable personal use TARGET CORP (TGT) new CEO Fiddelke/former CEO Exec Chair Cornell Pay: salary $1.3M/$1.12M; short term target 200% of base salary/200% of base salary; equity target payout $12.1M/$6M PROXY CAGE MATCH Activist Investor Pushes For Tripadvisor Board Shakeup BlackLine disclosed that activist investor Engaged Capital formally nominated three directors for election Teradata agrees to board changes with activist investor An Activist Investor Wants Four New Directors At WEX Activist Dan Loeb dusts off his poison pen as he seeks a board refresh at CoStar Group PENN settles with activist investor HG Vora, appoints three new directors And finally, our MAGA-loving Cracker Barrel superfan Sardar Biglari, who is vying for a seat on the board of burger chain Jack in the Box, wants a judge to halt a proxy vote until the company corrects disclosures that he says amount to a “smear campaign.” The filings point to assertions including that Biglari “has a history of ‘value destruction,’ ‘wast[ing] resources,’ and ‘erratic behavior’ in connection with his prior investments,” and that the group “will destroy long-term value for shareholders because Mr. Biglari has engaged in self-interested behavior not designed to maximize shareholder value.”   VOTE RESULTS TABLE   22 meetings market cap over $1 billion  total SHPs: 4 TYSON FOODS, INC. (TSN) Disclosure of Voting by Share Class 14% YES Waste Lagoon Health Impact Report 3% YES Immigration Practices Financial Impact 3% YES Apple Inc. (AAPL) China Entanglement Audit 1% YES 52 total meetings: 4 SHPs  3 pay over 20% NO  J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO 25% Pay NO EDGEWELL PERSONAL CARE: Rod R. Little 15% NO 22% NO Pay Twist Bioscience Corp (TWST): classified: Keith Crandell 19% NO; Jan Johannessen 16% NO; Trynka Shineman Blake 99.8% YES 24% NO Pay EXACT SCIENCES CORP (EXAS): merger 99.6% yes; compensation 67% no special meeting CEO Employment Agreement with Kevin Conroy:  a lump sum cash payment equal to (a) two times his base salary and (b) a pro-rata target bonus a lump sum cash payment equal to $10 million to remain employed by Exact (or any successor) for at least six months if requested, all outstanding equity awards will become immediately vested and exercisable  a tax gross-up payment relating to any excise taxes on excess parachute payments Directors  over 20% at large caps J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO Other stuff at small caps Tianci International, Inc. (CIIT): 99.99% avg yes directors; 99.99% yes pay controlling shareholder 57.68% Attendance: Energy Services of America CORP: Amy E. Abraham 48% NO Upcoming Meetings AGM Date SHPs Company Market Cap (USD) 3/2 0 Nordson Corporation $16 Billion 3/3 0 Warner Music Group $16 Billion 3/3 0 AECOM $12 Billion 3/3 0 CleanSpark, Inc. $33 Billion 3/3 0 BrightView Holdings $13 Billion 3/3 0 Oaktree Specialty Lending $1 Billion 3/4 0 Fair Isaac Corporation $32 Billion 3/4 0 Helmerich & Payne $3 Billion 3/5 0 Sonos $2 Billion 3/5 0 MACOM Technology Solutions $18 Billion 3/5 0 TransDigm Group $74 Billion 3/5 0 Symbotic $34 Billion 3/5 0 Cencora $66 Billion Notes: Sonos: declassification management proposal THE BIG VOTE PICKS Reference timeline: February 2025: Call everyone asking management for something an activist (13D vs. 13G): Anyone previously filing as a passive holder even if they have more than 5% are no longer allowed to “influence” management or they’ll be forced to file 13D paperwork as an activist. Influencing includes “recommending the issuer remove its staggered board, switch to a majority voting standard…” and states they will “condition its support of one or more of the issuer’s director nominees” on the recommendation August 2025: Texas allows shareholder proposals only for investors with 3% or more of the shares (Section 21.373) September 2025: Force mandatory arbitration on investors (Rule 431): Companies can adopt mandatory arbitration provisions (state law allowing) forcing investors out of lawsuits for new IPOs in particular October 2025: Atkins suggests there should be no shareholder proposals (Rule 14-8a) November 2025: Kill precatory proposals (Rule 14a-8): SEC too busy to reply to no-action requests, offers blanket immunity to companies. EXCEPT for Rule 14a-8(i)(1)—whether a proposal is a proper subject for action under state law. December 2025: Trump executive order killing proxy advisory services and threatening investors with collusion investigations (anti-fraud gaslight): considers proxy advisor advice as collusive glue between investors who use the advice, but only advice against management or in favor of DEI or ESG data February 5 2026: Texas law on ESG is invalidated by the courts February 26, 2026: Vanguard Settles Case Claiming It Tried to Kill the Coal Industry “Vanguard will include among the proxy voting choices made available to investors in U.S. Vanguard-Advised Funds the option of proxy voting shares in accordance with management recommendations.” “Vanguard will not direct or attempt to direct the business strategies or operations of portfolio companies, and will not advocate to any portfolio company that it take any particular course of conduct to reduce carbon emissions.” Vanguard will not nominate directors or submit shareholder proposals at portfolio companies.” “Vanguard will not solicit or participate in soliciting proxies with respect to any matter presented to portfolio company shareholders.” “Vanguard will not dispose or threaten to dispose of securities of portfolio companies as a condition or inducement of specific action or nonaction by such company.” “Vanguard and its U.S.-domiciled subsidiaries will withdraw from PRI and will not participate in any organization that advocates for the setting of specific output or emissions targets or levels or that requires its members to make commitments specific to achieving climate-focused investment or stewardship objectives such as NZAM, Ceres, or Climate Action 100+.” “Prior to or at the outset of any engagement meeting with a portfolio company, Vanguard will provide substantially the following notification to the portfolio Company:  ‘Vanguard’s Investment Stewardship program is responsible for proxy voting and engagement on behalf of the quantitative

    42 分鐘

  8. 2月6日

    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 分鐘
顯示全部 (72)

5
（滿分 5 顆星）
6 則評分

簡介

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.

資訊

  • 創作者
    Free Float Media, Inc.
  • 活躍年代
    2023年 - 2026年
  • 集數
    72
  • 年齡分級
    兒少不宜
  • 版權
    © 2023
  • 節目網站
    PROXY COUNTDOWN

你可能也會喜歡