PROXY COUNTDOWN

Lead independent directors continue to be CEOs-in-trainingLachlan Murdoch give himself more money but promises he had nothing to do with itInvestors hate ONE company’s payExxon hearts Texas and loathes ESGAnd on the Big Vote, Matt puts on some LuluLemon<TRADE WIRE BUMPER>Trade WireTop Stories: 130 Filings since May 28thThe headlinesLead Independent Directors are KingTYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board$2.8M golden hello equityStandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell FordRussell Ford will continue as Exec Chair until 1/1/2027$20M golden helloCLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession startedDEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027MICROSOFT: Epstein Files bro Reid Hoffman stepping downDown to 2FGLADSTONE INVESTMENT: elected George “Chip” Stelljes, IIIImmediately named to 3 committees: Compensation Committee, Nominating and ValuationOnly one woman serves on any board committee: Katharine C. GorkaOh wait, she’s the only womanStupid moneyFox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000If the maximum stays: annual from $12M to $18M and equity from $22M to $40MSo a possible increase of $24M“Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments”CFOsCencora: $8M golden hello: $2M cashTrade Desk: $10m golden helloUL Solutions: special, one-time $20M equity grant to CEO Jennifer F. ScanlonTRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEOnew CEO Michael P. Lyons will join board: golden hello $37.5M equity and $2.7M cashMarvell Technology: director Daniel Durn resigned to become CFO: golden hello ~41$M: $1M cashDumb stuffC. H. ROBINSON WORLDWIDE: special equity award for Arun Rajan, the Company’s Chief Strategy and Innovation Officer of $7.5M equity“designed to drive strategic and talent development outcomes” MICROCHIP TECHNOLOGY: appointed former exec Mitch Little as directorauthored two books, Shiftability: Creating a Sustainable Competitive Advantage in Selling and CUSP: Leading by Serving, When Outcomes Matter MostFirst one is self-published through AmazonSecond one is a .pdf and not published (48 pages)Space Exploration Technologies Corp: elected MuskBro Roelof Botha as an “independent Common Stock DirectorSmart-ish StuffCME GROUP: Chair/ CEO Terrence A. Duffy will become Exec ChairCFO Lynne C. Fitzpatrick will become CEO/director ‍ ‍<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHMeh, nothing spectacular <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Since May 28th145 meetings at large market caps77 total SHPs from 33 companies:Top storyWarner Bros. Discoverypay 84% noSustainability ROI Report 3% yesJoseph M. Levin 22% no; Geoffrey Y. Yang 31% no; Kenneth W. Lowe 31% no; Richard W. Fisher 31% no; Debra L. Lee 32% no; Anthony J. Noto 41% no; Paul A. Gould 52% noEXXON MOBILTexas Redomiciliation 71% yesVoyager Technologies: Texas 92% yesCondescending SHPsIndependent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000 15% yes;requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board’s recommendations 24% yesTARGET CORPindependent board chair 39% yesBrian Cornell 13% noSHPs: presence of pesticides in Target’s private label brands 18% yes; reducing plastic microfiber shedding 20% yes x VictoriesHUBSPOT: Special Shareholder Meeting Improvement 79% yesFIVE BELOW: simple majority vote standard 90% yesEl Pollo Loco Holdings: majority voting standard 71% yesAlmostOtis Worldwide: political contributions and expenditures 45% yesDOLLAR GENERAL: Reduce Special Meeting Ownership 42% yesNETFLIX: Act by Written Consent 44% yesDatadog: simple majority voting 42% yesHateDICK'S SPORTING GOODS: Women's Rights Related Business Risk and Decision Framework 0.06% yesAirbnb: Risks Relating to Digital Services 0.06% yes; Discrimination in Charitable Support 0.04% yes;Risks of Politicized Divestments 0.09% yesMost:Meta Platforms (10)Report on AI Data Usage Oversight 10% yes; Annual Vote Regarding Executive Pay 27% yes; Dual Class Capital Structure 26% yes; Disclosure of Voting Results By Share Class 20% yes; Human Rights Due Diligence 4% yes; Addressing Antisemitism and Hate 7% yes; Climate Change-Related Commitments 7% yes; Integrating Child Safety into Exec Comp 3% yes'; Data Protection Impact Assessment on Gen AI 7% yes; Risks of H-1B Visa Program Use less than 1% yesAlphabet (10)Climate Goals Disclosure 7% yes; Water Usage & AI Report 1% yes; Equal Shareholder Voting 31% yes; Viewpoint Diversity Risk 0.16% yes; Politicized Content Moderation 0.2% yes; Immigration Policy Impact 2% yes; Data Privacy Report 6% yes; AI Board Oversight 4% yes; AI Misinformation Report 9% yes; AI Data Usage Oversight 12% yesOtherNo ESG-related shareholder proposals pass in 2026 proxy seasonESG and Anti-ESG Shareholder Proposals in 2026“Considerations regarding what constitutes ESG proposals are necessarily subjective. In our analysis, we include proposals with clearly social goals, including proposals related to DEI or freedom of speech, or climate related goals, among others. We exclude proposals with a governance focus, such as those requesting an independent board chair or rights to call a special meeting, among others.   Say on PayFidelity National Information Services: pay 30% no98% avg yesApollo Global Management: pay 29% no99% avg yes Ulta Beauty: pay 22% no98% avg yes PROCORE TECHNOLOGIES: pay 37% noclassified: Nanci E. Caldwell 32% no COMCAST: pay 42% noKenneth J. Bacon 20% no; Thomas J. Baltimore, Jr. 22% noIndependent chair 26% yes Arista Networks: pay 40% noclassified: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% noDirectorsTKO Group Holdings: The Rock 20% noMATTEL INC: 25% no: Adriana Cisneros, Diana Ferguson, Prof. Noreena Hertz, Soren Laursen, Roger Lynch, Dominic Ng, Dr. Judy OlianClassifiedArista Networks: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% noDOCUSIGN: Allan Thygese 22% no; Cain Hayes 27% no; James Beer 28% noFUEL TECH: Douglas G. Bailey 23% noAstera Labs: Michael Hurlston 32% noRocket Companies: Matthew Rizik 21% noFidelity National Financial: William P. Foley II 22% noZoom Communications: Lieut. Gen. H.R. McMaster 23% noREGENERON PHARMACEUTICALS: Craig B. Thompson, M.D. 21% no; Christine A. Poon 23% no; Joseph L. Goldstein, M.D. 30% noOther stuffCME GROUPIn the election of one Class B-3 Director, no quorum was achieved. Therefore, Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws. She will continue to serve until her successor is duly elected at the 2027 Annual Meeting or her earlier resignation. "The Big Picture: Corporate management tried to eliminate the special rights of Class B shareholders to elect their own board directors. The shareholders successfully blocked this change—either by actively voting ""No"" or by simply not showing up to vote.1. The Corporate Governance Proposals (Items 4 - 7): Management needed specific majorities to strip away these Class B voting rights, and they failed across the board: Item 4 (Eliminate Class B-1 Director Rights): FAILED. Management wanted to stop B-1 shareholders from electing three directors. It needed a majority of all outstanding B-1 shares to agree, but only 27.84% voted yes. Item 5 (Eliminate Class B-2 Director Rights): FAILED. Management wanted to stop B-2 shareholders from electing two directors. Only 23.37% of B-2 shares voted yes. Item 6 (Eliminate Class B-3 Director Rights): NO VOTE. Only 28.44% of Class B-3 shareholders showed up (the minimum needed to hold a vote was 33.3%). Because they lacked this ""quorum,"" the proposal was thrown out without a vote. Item 7 (The Certificate Amendment): PASSED BUT VOID. While the general pool of shareholders voted ""Yes"" to a corporate amendment, it was legally contingent on Items 4, 5, and 6 passing. Because those failed, this amendment is dead in the water and will not be filed.2. The Board Elections (Item 8)Because management failed to alter the rules, the traditional Class B board elections took place with the following results: Class B-1: William H. Hobert, Patrick J. Mulchrone, and Robert J. Tierney Jr. were all successfully re-elected to the board until 2027. Class B-2: Patrick W. Maloney was successfully re-elected to the board until 2027. Class B-3: No election occurred. Because Class B-3 shareholders didn't hit their 33.3% attendance turnout, they couldn't vote on a director. By default legal rules, the current incumbent, Elizabeth A. Cook, automatically keeps her seat as a “holdover” director until 2027."KKR & Co: special: eliminate the supermajority voting requirement: failed: 98% yes but less than 90% of outstanding shares present (86.6%)Upcoming Annual Shareholder Meetings: June 22-23 2026Tuesday, June 23CoStar Group, Inc. (CSGP) Real Estate Data / ~$30B+Core & Main, Inc. (CNM) Industrial/Waterworks / ~$10B+Two Harbors Investment Corp. (TWO)Mortgage REIT / ~$1B+Wednesday, June 24NVIDIA Corporation (NVDA) Semiconductor & AI / ~$3T+Synchrony Financial (SYF) Consumer Finance / ~$15B+F&G Annuities & Life, Inc. (FG) Insurance / ~$5B+Thursday, June 25Lululemon Athletica Inc. (LULU) Apparel / ~$40B+The Kroger Co. (KR) Grocery Retail / ~$35B+UiPath, Inc. (PATH) AI & Automation Software / ~$7B+Blue Owl Capital Corp. (OBDC) Asset Management / ~$7B+Box, Inc. (BOX) Cloud Content Management / ~$4B+ Terex Corporation (TEX) Heavy Machinery / ~$3B+Dell Technologies Inc. (DELL) Tech Hardware & AI / ~$100B+Marvell Technology, Inc. (MRVL) Semiconductors / ~$50B+SentinelOne, Inc. (S) Cybersecurity / ~$7B+HealthEquity, Inc. (HQY) Fintech & Health Savings / ~$7B+Friday, June 26Aon plc (AON) Financial Services & Insurance / ~$60B+The AES Corporation (AES) Utility & Power / ~$11B+United Therapeutics Corp. (UTHR) Biotechnology / ~$10B+Select Medical Holdings (SEM) Healthcare Facilities / ~$4B+Blackstone Mortgage Trust (BXMT) Real Estate Finance / ~$3B+<THE BIG VOTE BUMPER>THE BIG VOTEMattLululemon and how Chip Wilson’s Campaign proves board entrenchment mechanisms need to be dissolved - but investors seem to be confused about those mechanisms:Wilson began an activist campaign against LULU after he didn’t get board seats he wanted, saying: “It is clear to the world that lululemon is special, but in need of change. As I have stated for years, lululemon needs visionary creative leadership to thrive. The simple truth is that the current Board lacks these skills and, as a result, lululemon is unable to win back the confidence of its critical stakeholders and regain commercial momentum. The nominees I put forward today are the change that is needed to redefine lululemon and begin this company’s next chapter of success”He was on a disparagement rampage since late last year:Lululemon's founder is blasting the company for selling sheer leggings, calling it a 'new low'Lululemon founder Chip Wilson blames board for 'total operational failure' in Get Low launch“In 2013, Lululemon recalled 17% of all its pants for being too sheer. At that point, the company blamed the manufacturing error on an incomplete testing protocol”Wilson owned 29.22% of the stock at the timeLululemon founder Chip Wilson launches proxy fight for board shakeupWilson has nominated three independent director candidates to be elected at the 2026 annual meeting and submitted a proposal to "declassify" the board so that all members must stand for election annuallyLululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon willappoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentiletake all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting;the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meetingand, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meetingWilson in exchange will:agree to not bad-mouth the company for around 18 monthsvote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder MeetingBut in 2026 so far…14 shareholder proposals were filed in an effort to remove board entrenchment mechanismsChevedden filed 7 of the 14Includes simple majority, director majority voting, proxy access, and one declassification at ZScalerAverage vote for in 2026: 22%Only SBUX simple majority SHP got >50% at 72% in favorAt LULU, Chip Wilson actually classified and hand picked most of the board he went activist against:SAME BOARD MEMBERS THAT CHIP WILSON PICKED:Martha Morfitt (2008)David Mussafer (2014)Michael Casey (2007)Emily White (2011)40% of the board IS CHIP WILSON’S HAND PICKED PEOPLENow he demands declassification Overall, are classified boards that bad??More insiders: 25% insiders on average vs. 21% for non classifiedMore consolidated influence: 41% max influence average vs. 33%More knowledge: 43% of directors on classified boards have core industry knowledge vs. 41% on non classifiedLower tenure: Average classified tenure is 7.4 years vs. 7.9 years on non classifiedLess connected: 37% vs. 46% averageRoughly the same performance: .509 vs. .496The LULU vote trade:The classified vote at LULU is effectively a Wilson vote:At this point, LULU has committed to Wilson candidates AFTER the AGM (no votes on them FOR THREE YEARS as class I directors added using board size increase and post AGM agreement). The company agreed to add ANOTHER director in October for Wilson, and at least one director is resigning. Wilson has committed to not yell at the company for about 12 minutes (18 months), and gets full say over directorships. The Board shall recommend that stockholders vote and shall solicit proxies, in favor of Wilson’s proposal regarding declassification of the Board, submitted in the notice dated December 29, 2025 (the “Declassification Proposal”) at the 2026 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports its other proposals at the 2026 Annual Meeting, and the Company shall use its best efforts to have all directors and executive officers of the Company vote all shares beneficially owned by them and over which they have voting control in favor of the Declassification Proposal. If the Declassification Proposal is approved by the stockholders at the 2026 Annual Meeting, then the Company shall take all necessary actions to submit for stockholder approval at the 2027 Annual Meeting a binding proposal to approve an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to fully declassify the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and adjournments, postponements, reschedulings or continuations thereof, the “2028 Annual Meeting”).Declassify:You can REMOVE Wilson candidates at next AGM, they serve only 24 monthsInsider power will diminish, as Wilson candidates are effectively representatives of Wilson himself (and in our influence numbers are considered activist placed and high influence)Wilson’s choices did NOT improve the core knowledge - so you don’t get that benefit:“The nominees appear to be fine, although only one of the three (Maurer) has direct experience in Lululemon’s industry,” Morningstar analyst David Swartz said.”David Musaffer stepped down, as well, didn’t have core knowledge - so knowledge didn’t substantially changeTenure will stay lower, but less connected to each OTHER (but increase connection to Wilson)LEAVE classifiedWilson actually GAINS CONTROL in a classified board system - his directors stay for 3 years without accountability (except maybe to him)That’s the Proxy Countdown for the week of June 15, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

Proof that Berkshire Hathaway has always been fake frugalCompanies following their own rulesVictoria’s Secret rejects a Brett BlundyA wrap-up of 150 meeting results over the past 2 weeksAnd on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since May 1stThe headlinesBERKSHIRE HATHAWAYCharles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFOMr. Chang will be paid an annual cash salary of $8,000,000.Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037.Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per yearEMERSON ELECTRICelected Jennifer G. Newstead 3 women!GENERAL MILLSLong-tenured director Steve Odland (2004-) stepping downDana McNabb named COO, been with the company since 1999 and is also becoming a directorCFO getting a one-time $3.5M equity award while CTO is getting $2.5M‍ ‍Down to 2FStupid moneySnap Inc (SNAP)$14.9M golden hello equity award for new CFO Douglas HottDumb stuffDUCOMMUNappointed Mark A. Caylor as a Class II Directorto serve for a term expiring at the annual meeting of stockholders in 2029appointed to serve as a member of the Board’s Audit CommitteeTrade DeskSamantha Jacobson resigning as Chief Strategy Officer but will continue to serve as directorToll Brothersnew COO Seth J. Ring added to boardOCCIDENTAL PETROLEUMVicki Hollub stepping down as CEO, replaced by Richard JacksonVicki staying on board, Jackson added 4/30 but not voted on 5/1PLAINS ALL AMERICAN PIPELINEappointed Cynthia B. Taylor to boardThe former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability CommitteeSmart StuffWEC ENERGY GROUPHaving reached the applicable retirement age under WEC Energy Group’s Corporate Governance Guidelines, Gale Klappa completed his service as Chairman of the Board on May 7, 2026COMMERCE BANCSHARESBenjamin F. Rassieur, III retired due to the mandatory retirement requirements of the Company. Mr. Rassieur had been a Board member since 1997 and was a member and former committee chairman of the Audit and Risk Committee.TTM TECHNOLOGIESDirector John G. Mayer resignedResignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, per the Company’s Corporate Governance Guidelines <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHVictoria’s Secret rejects activist investor Brett Blundy’s board pushSwatch shareholders reject activist investor's bid for board seatSteven Wood, whose GreenWood ‌fund owns about 0.5% of Swatch, had challenged the Hayek family's control of Swatch with the backing of proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis.Swatch said he was not suited to represent shareholders.They instead elected Swatch nominee Andreas Rickenbacher, a former Swiss ​politician and current director at BKW and Aebi Schmidt.Participants in the annual general meeting rejected his appointment to the board, with ​79.6% of votes against and 19.2% in favour.Swatch's dual-class share structure has helped CEO Nick Hayek and Chair Nayla Hayek, children of founder Nicolas Hayek, maintain control: their family owns about a quarter of the equity but more than 40% of voting rights"For the second time, the shareholders have clearly rejected his election," ​Swatch said.Among non-dual class cheaters: support for Wood was at 80%, higher than the 62% in an equivalent bid last ‌year <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Since May 1st153 meetings at large market caps82 total SHPs: 4 VictoriesVERTEX PHARMACEUTICALS: act by written consent 57% yesALBEMARLE: call a special meeting 57% yesCF Industries: excessive golden parachutes 51% yesNRG ENERGY: call for a special shareholder meeting 56% yesHateConstellation Energy: Report on DEI Initiatives 1% yesNational Center for Public Policy ResearchAccording to 1792 Exchange’s Corporate Bias RatingsTRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yesThe Heritage FoundationAccording to 1792 Exchange’s Corporate Bias RatingsINTERNATIONAL BUSINESS MACHINES CORP (IBM)Report on AI Bias: 2% yesNational Center for Public Policy ResearchThe White House has issued an executive order specifically seeking to combat “woke” AIReport on Discrimination in Charitable Support: 2% yesThe Heritage FoundationIBM has a perfect score on the Human Rights Campaign’s Corporate Equality IndexCOCA COLASustainability Committee By-Law Amendment 0.87% yesNational Center for Public Policy Research“Being good might cost too much”Plastics Packaging Policies 0.8% yesNational Legal and Policy Center“Being good might cost too much”(*Diversity, Equity and Inclusion Efforts 11% yes:  As You Sow)GILEAD SCIENCES: risks of ESG and DEI executive compensation metrics 0.7% yesBowyer Research“Being good might cost too much”DOMINION ENERGYESG/DEI Compensation Metrics 1% yesThe Heritage Foundation“Being good might cost too much”AMERICAN EXPRESStransgender healthcare treatments for minors 0.4% yesInspire InvestingAmerican Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Indexpolitical bias risk oversight 0.9% yesNational Center for Public Policy ResearchAccording to the 1792 ExchangeFIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yesInspire InvestingBut wait: “Being good might cost too much”??COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yesNational Legal and Policy CenterIndependent Board Chair (19)Avery Dennison: 39% yesCORNING: 18% yesGILEAD SCIENCES: 27% yesWEST PHARMACEUTICAL SERVICES: 46% yesEVERSOURCE ENERGY: 26% yesCARVANA: 4% yesBANK OF AMERICA: 32%DOMINION ENERGY: 24% yesBERKSHIRE HATHAWAY: 15% yesAFLAC: 12% yesPEPSICO: 26% yesBRISTOL MYERS SQUIBB: 27% yesECOLAB: 26% yesAbbVie: 39% yesPRUDENTIAL FINANCIAL: 30% yesDOVER: 36% yesCORPAY: 30% yesLOCKHEED MARTIN: 37% yesCOLGATE PALMOLIVE: 29% yes   pay over 10% NOGOLDMAN SACHSpay 30% noPay committee chair Kimberley Harris 26% noBERKSHIRE HATHAWAYsay on pay every 3 years 66%OMNICOM GROUP44% no payavg 97% yesMOLINA HEALTHCARE47% no payavg 97% yesDirectorsTrade Deskclassified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yesUmmmmmmmmm?pluralitySERVICE CORP INTERNATIONALSara Martinez Tucker  17% noC. Park Shaper 18% noVictor L. Lund 21% noAnthony L. Coehlo 21% noMarcus A. Watts (Lead Ind. Director) 57% noUmmmmmmmmmm?The Company and its directors take the shareholder concerns expressed in the vote seriously. The Nominating and Corporate Governance Committee of the Board will carefully consider the failure to meet the majority vote requirement through the process set forth in Section 3.4 of the Company’s Corporate Governance Guidelines. The Committee will make a recommendation to the Board regarding any action to be taken in relation to its findings. The Board will act on the Committee’s recommendation and publicly disclose its determination following completion of its review.Limit Liability of Officers (Exculpation) 52% noCORPAYAnnabelle Bexiga 24% noThomas M. Hagerty 26%Steven T. Stull 28% noHala G. Moddelmog 31% noJoseph W. Farrelly 39% noSOUTHWEST AIRLINESNom Committee chair Christopher P. Reynolds 39% noOther stuffDT Midstream: The stockholder proposal as set forth in the Proxy was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the stockholder proposal had been properly presented, the proposal would not have been approved by the Stockholders, with the votes shown 30% yesNVR: Shareholder proposal to reduce the ownership threshold required to call a special meeting. The shareholder proposal as set forth in the proxy statement for the Annual Meeting was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the Company's shareholders; disclose greenhouse gas emissions 47% yesRB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yesBoth in-person and virtual meetingsUNITED PARCEL SERVICE (UPS): Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share 40% yes;Upcoming Annual Shareholder Meetings: May 17-23 2026May 18Valley National Bancorp (VLY) Virtual ~$4B 3/0Vishay Intertechnology (VSH) Virtual ~$3B 3/0May 19JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0Zebra Technologies (ZBRA) Virtual ~$15B 3/0Permian Resources (PR) In-Person ~$13B 5/0May 20BlackRock, Inc. (BLK) Virtual ~$140B 3/2Northrop Grumman (NOC) Virtual ~$75B 3/2Zoetis Inc. (ZTS) Virtual ~$80B 3/0EOG Resources, Inc. (EOG) Virtual ~$75B 3/0GE Vernova Inc. (GEV) Virtual ~$55B 3/1S&P Global (SPGI) Virtual ~$160B 3/0May 21Leggett & Platt (LEG) Virtual ~$2B 4/0IDACORP, Inc. (IDA) Virtual ~$5B 3/0The Home Depot (HD) Virtual ~$350B 3/2Harley-Davidson (HOG) Virtual ~$5B 4/0May 22Honeywell International (HON) Virtual ~$140B 3/1The Allstate Corp (ALL) Virtual ~$50B 3/1Apple Hospitality (APLE) In-Person ~$3.5B 3/0<THE BIG VOTE BUMPER>THE BIG VOTEAGM Date: May, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard %BlackRock %Fidelity %Performance outliers:Overall:EBITDA ..Carbon ..TSR ..Controversies ..Board stuffCommitteesAudit (a)Human Resources (c)Governance & Nominating (n)Finance (f)Risk (r)FFA Skills (Non-Executive DIrectors)Economics and Accounting 23%Mechanical 15%Building and Construction 5%Public Safety and Security 5%Proxy SkillsGender Power Gap -%OtherDIRECTORSSteven D. Black 73/2020/m fnc 10%Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorganPrior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. Votes Against Last AGM: 3% noSAY ON PAY% NO 2025CEO Pay Ratio :1      SHPsMattOVERVIEWFirst some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home DepotFour lead independent directors - tenures of 26 (BLK, Gerber), 22 (JPM, Burke), 17 (Northrup, Kleiner), and 26 (Home Depot, Brenneman)CEO tenures of 28 (BLK, Fink), 22 (JPM, Dimon), 7 (Northrup, Warden), 4 (Home Depot, Decker)All four >30% women on board, biggest power gap at JPM (-17%)Northrop knowledge is shitRetail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from HiltonMilitary - Grady, Roughead, WelshKrishna (IBM CEO) and Brown sit on IBM board togetherWhat is that?  Are they selling weapons and military devices retail?Zero AI (Krishna closest, engineering and IBM does AI stuff), zero industrial production, zero public safetyLowest core knowledge of the group - 17% of the board has any overlapping core knowledge at allAll four have >50% of directors connectedWhopping 771 connections in our DB for the 4 companiesAll four have >50% board current or ex CEOsAll four have >50% board for whom this role is most prestigious, pays them the most for any board slots, and the current CEO picked them for the boardOnly the JPM board have directors batting over 570 for TSR - everyone else below42 of the 55 directors are below 500 for TSR13 of BLK’s 19 directors bat below 400 on TSR17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothingThe “Business Roundtable” BoardCEOs on boardsThe presence of CEOs on the board (current or ex) for US large caps is pretty steady over the last four years - average US large cap board is 68% current or ex-CEOs todayCEOs often don’t take public board slots - of the 1,079 US large cap CEOs (including co-CEOs), only 359 are on other boards (34%) - We know anecdotally from reports from board placement agents, though, that CEOs are involved in selecting directors - directors aren’t chosen strictly by the board, they are run through CEOsWhen the CEO is chair, it’s reasonable to assume this is even more the caseSo if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where?Trade associations, non profits, college trusteeshipsOverall, there are 928 connections that run through the Business Roundtable board - all members are CEOs - which is dwarfed by the 1,452 connections through the Partnership for New York City, a non profit with 300 CEOs on itIncidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie DimonFor the four companies this week, a majority of connections for all of them run through the BR:THE BUSINESS ROUNDTABLE INC 213CATALYST INC 159The Partnership for New York City Inc 146THE BUSINESS COUNCIL INC 139First company to show up is IBM with 59 routes through themWhy it matters?IndependenceGroupthinkWhen everyone on your board basically exists in the same echochamber, do you expect different decisions at different companies or herd movement?55 directors on the 4 boards, 31 have connections back to other directorsOf those 31, 8 have connections TO THE OTHER 3 BOARDS THIS WEEK - of these 4 companies we chose at random (large cap US), 15% of directors up for election have connections to at least one of the other boardsPhebe NovakovicKathy WardenVirginia RomettyAlex GorskyJames DimonMark WeinbergerArvind KrishnaWilliam Ford Where this really matters: BLK and JPMBlackrock OWNS the largest stake in most companies in the US, JPM is a massive asset ownerA director like Hans Vestberg, who was CEO of Verizon, sits on Blackrock, his owner’s, board, or Phebe Novokovic. CEO of General Dynamics, sits on JPMNovakovic, Rometty, Gorsky, Dimon, Weinberger - all have cross pollination at other boards, are paths to Home Depot, BLK, Northrop, all on JPMAn upcoming paper from bram van der Kroft and his team at MIT now shows the cost of that:Asset managers with owned company executives sitting on their boards have abnormal voting patterns in favor of management at those companiesThose management favorable voting conditions persist even after that director leaves the asset manager boardThe addition of those executives is tied to getting the pension business of the company - the estimate he showed me was several million dollars in fees worth of valueThis is a straight quid pro quo - put a company executive on your board whose business you want, vote with management all the time, land the fees, rotate and repeatVotingThis week is a case study in the ineffectiveness of the US corporate board - it doesn’t matter if the company does well (JPM) or poorly (BLK), if the CEO is a big loud mouth (Dimon) or quiet (Warden), the board’s job isn’t to represent shareholder interests - it’s to represent a system or culture of self interestsThe voting recommendation here is pretty simple: ask who represents you as a shareholder

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 votesMore one-time retention awards for our CEO king and queensA dude wants to control Victoria’s SecretThe ongoing disappearance of shareholder proposalsMatt’s halloween director roundup<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google SheetsTracking Noteworthy 8-Ks since October 8th:DIrector comings and goings:Men added: Men subtracted: Women added: Women subtracted: Stick to 2FTransDigm Group INC (TDG) : appointed Michael Lisman and Peter PalmerDown to 2F:Down to 1F:Stupidities/Oddities:TEXTRON INC (TXT)appointed Lisa M. Atherton CEO/directorMs. Atherton will receive an annual base salary of $1.3M and target annual incentive compensation of 150% of her base salaryformer CEO Scott C. Donnelly will become Executive ChairmanMr. Donnelly will receive an annual base salary of $1.485M and target annual incentive compensation of 170% of his base salarythe Board approved an amendment to the Company’s amended and restated by-laws to accommodate the appointment of an Executive ChairmanF5, INC. (FFIV): CEO François Locoh-Donou will become Chair after 2026 AGMMr. 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 CTOIn 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 meetingCLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV): Chelsea Clinton resignedCNA FINANCIAL CORP (CNA)Dino E. Robusto’s tenure as Executive Chairman will end on December 31, 2025CEO Douglas M. Worman will become ChairTEXAS INSTRUMENTS INC (TXN)Richard K. Templeton resigning as executive chairmanCEO Haviv Ilan appointed as executive chairman‍ ‍NEOsCEOsMoneyCITIGROUP INC: CEO Jane Fraser: one-time retention award; one-time RSU equity award of $25M and 1.055M options to CEOMP Materials Corp. / DE (MP): one-time grant of restricted stock units with performance conditions to NEOs: total $28MVERIZON COMMUNICATIONS INC (VZ): $70m golden hello to new CEO Dan Schulman<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHBBRC 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 BBRCJames, 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 BUMPER>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% YES10 votes per shareSanfilippo/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 womanStock was $125 in 2023, currently $68James River Group Holdings, Ltd. (JRVR)99% avg YES37% NO Pay3% NO last yearCEO: $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 proxySOCIETY PASS INCORPORATED. (SOPA)Loic Gautier 99% NO; After the Annual Meeting, Loic Gautier resignedall other directors 99% yesOnly 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% NOSeems to still be on board: “Each candidate shall be elected by a plurality of the votes cast”Retired Deputy Commissioner, New York City Police Department99% 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% NOMawson 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 castStock was $99 in 2022, currently $0.95Innovative Eyewear Inc (LUCY, LUCYW): voted not to reinstate the voting rights acquired by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust: 76% NORecorded 72 meetings since October 8th:TWO SHPsCINTAS CORP (CTAS)call for a special shareholder meeting 45% YESPROCTER & GAMBLE Co (PG)plastic packaging 14% YES<THE BIG VOTE BUMPER>THE BIG VOTE PICKSDAMIONUpcoming Meetings November 10-AGM DateCompanySHPs #Notes11/11/25IDT Corp011/12/25Jack Henry & Associates1Call special meeting11/12/25Viavi Solutions011/12/25Adtalem Global Education011/12/25Extreme Networks011/12/25BGC Group011/12/25Automatic Data Processing011/13/25Estee Lauder011/13/25Axos Financial011/13/25Coherent Corp011/13/25Broadridge Financial Solutions011/13/25Tapestry011/14/25Fox Corporation2Improve executive compensation program AND simple majority vote11/14/25Sysco1Separate CEO/ChairMattZOMBIESDirectors with <50% FOR votes in 2024 who stayed on the board anywayBecause the undead can’t be killed2024 Update:Building a multi year zombie boardInvestors voted OUT directors at AO Smith and Boston Beer Company in 2024, both of which kept their directors, but as classified boards now they just have DIFFERENT directors voted outAO Smith’s Michael Larsen, 39.6% FORBoston Beer’s Meghan Joyce 49.7% FOR2025: Which boards have the highest zombie influence?22 zombies in the US - 26 global when you count 4 in Puerto RicoAlmost all are either classified boards, plurality voting, or have some other strange control mechanism - only two big ones really worth mentioningNetflixJay Hoag, 21.5% FOR, 6% influenceSecond time he’s been voted out this decadeOn 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 stockholdersWe 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 recordTripadvisorGreg Maffei, 30.7%, 9% influenceJeremy Phillips, 43.2%, 5% influenceThrough the magic of plurality voting, all you need is ONE vote and you’re in!  Congrats to Maffei and Phillips who investors hate but can’t get rid of!Fun fact: in the 2024 vote, you’ll never guess who was on the board - Netflix zombie Jay Hoag!KRAKENSCurrent directors with the most discrete 2nd degree connections in our database to other current directorsUS director only for thisThis year includes non profit connections, now Krakens have even longer tentaclesTOP DIRECTORS:Patricia RussoActively connected to 29 other current directors in first or second degreesBoards of…GMMerckHPKKRMark Weinberger25 connectionsBoards of…J&JJPMMetlifeAlex Gorsky22 connectionsBoards of…AppleIBMJPMMost over the top Kraken duosPat Russo (29) and Wes Bush (20), both on the GM boardConnected via 5 different paths through - Just Capital Foundation, Business Roundtable, Northrop Grumman, Greater Washington Partnership, Merck, and KKRMark Weinberger sits between them in two of their pathsAlex Gorsky (22) and Mark Weinberger (25), both on JPM boardBusiness Roundtable and J&J, where Gorsky was CEO, are throughputsCorporate KrakensCompanies with directors who have the most discrete tentacles - ignoring the Dolans/MSG because it’s all controlled and they sit on dozens of boards togetherIBM - 125 total tentaclesGM - 125 tentaclesJPM - 112 tentaclesMerck - 110 Chevron - 103DOW - 97Northrop - 93Target - 92MUMMIESDirectors that aren’t family, founder, insider, CEO, controlling shareholder, or executives with tenure >20 years and less than 10% influence in the USJust wrap them up and put them in the cornerThere are 255 of them actively on boards35 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% influenceCEO 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% influence79 years old, he joined the board the year Victor Wembanyama was born (21 years ago)Ex Munger Tolles lawyerBill Grabe, Gartner, 8% influence86 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 yearsWhen Steve Pagliuca joined the board 15 years ago, Grabe was 71 years youngGartner is an expert network currently pushing AI expertise… from… an 86 year old… Bill Miller, Cummins, 9.9% influence68 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 timeChairs Comp committeePresident of the Wallace Foundation since 2011, previously on boards of mutual fundsShouldn’t we NOT store our mummies in the comp committee?VAMPIRESDirectors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years oldAncient AND blood suckingWe 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 himPo Chu U repeats - 99 year old woman who is dictator at Lai Sun Development in HK, her son is also on the boardI can’t be mad at a 99 year old woman, even if they provide no shareholder value and suck the blood out of their companyFRANKENSTEINDirectors with <50% FOR votes in 2023, stayed on the board as a zombie, and got >50% FOR votes in 2024Every 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% FORSagar Lonial: 54.1% FORYann Echelard: 58.6% FORBut my favorite this year…Veeva Systems’s Paul Sekhri2024 vote: 48.8% FOR - voted OUT“Mr. Sekhri tendered his conditional resignation as a director for consideration by the Nominating and Governance Committee (the “Committee”) of the Board of Directors of Veeva (the “Board”) and for the ultimate decision of the Board. The disinterested members of the Committee recommended, after due consideration, that the Board should not accept Mr. Sekhri’s tendered resignation.”2025 vote: 94% FOR - everyone loves that guy!That’s the Proxy Countdown for the week of November 3, 2025. 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

2025-2026 PROXY SEASON COUNTDOWN: BETTING LINESJay 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 2024-5Disney’s Mel Lagomasino vote totalLagomasino was the target of Nelson Peltz’s “vote out” campaign - and ISS sided with Peltz at the time2023: 92% YES2024: 63% YES2025: 98% YES2026?: 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 packageWhat’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 mostApple: 6 (-110 OVER / +105 UNDER); +700 for mostDisney: 9 (-110 OVER / +105 UNDER); +325 for mostJPMorgan: 7 (-110 OVER / +105 UNDER); +400 for mostExxon: 1 (+150 OVER / -200 UNDER); +2000 for mostStarbucks: 3 (-110 OVER / +105 UNDER); +900 for mostChevron: 4 (-110 OVER / +105 UNDER); +1200 for mostPfizer: 1 (-110 OVER / +105 UNDER); +1500 for mostWinningest proponentsLast 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 proposals2025: 272026?: 32 (+175 OVER / -150 UNDER)Number of non governance shareholder proposals that will WIN (defined as >50% votes in favor)?2025: 02026?: 1 (+4500 OVER / -3300 UNDER; implied odds 2.2% OVER, 97% UNDER)

This is Proxy Countdown. Welcome to the big show for the week of July 7, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown, our wrapup of the 2025 proxy season:Our top theories, including:The Fortune 500’s quiet rejection of having a minimum of three women on the boardAnd companies who sidestep the alternative democracy by appointing directors less than a month after their annual shareholders meetingHighlights from the proxy cage match season, including:Shareholders suddenly paying attention when an activist comes knockingAnd the quirky battles between ISS and Glass LewisA look back at trends from the meeting votes, including illogical shareholder voting patterns and directors still don’t matterAnd finally, on the Big Vote, Matt takes a deeper look at the 2025 proxy season data<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Theories:Absurd Golden Hellos:CFO Turnover crazinessFortive Corporation’s new CFO Mark Okerstrom will receive a golden hello package consisting of a one-time sign-on cash award in the amount of $2.5M and a one-time sign-on equity award with a target value of $10MState Street’s new CFO John Woods gets a one-time cash payment of $1M and then One-time buy-out awards consisting of $3M cash and $12M equity.New MongoDB CFO Michael Berry will get two equity grants: a new hire grant worth $9M and a sign-on bonus grant worth $3M. It’s cute how they each have their own name.Peggy Alford, eBay’s new CFO gets $14M in new hire equity along with about $7M in one-time equity make-good payment equity Again, thanks for naming complicated stuff eBayLikewise, Western Digital’s new CFO Kris Sennesael starts with $2M cash; $10M equityZscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUpNewly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses.Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him?Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity.While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary.The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions.Director golden hellosMicroStrategy will now grant new directors a golden hello package consisting of $2M in equity. Nothing spells independence like a $2 million handshake.Also waiting 19 days was MicroStrategy, who 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. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.Palo Alto Networks has appointed 2 new directors: Helle Thorning-Schmidt and Ralph Hamers. They will each receive a golden hello equity grant worth $1M. In addition, Palo Alto directors receive about $400,000 in annual pay. Compensation amounts such as these immediately call into question whether the new directors will be able to provide effective and independent oversight of management.CEOsAt Fiserv, the golden hello package for new CEO Michael Lyons consists of a replacement equity award valued at roughly $28M and a cash payment of $11,665,108.57. It’s so specific it almost hurts my heart.Skyworks Solutions’ new CEO Philip Brace, who is replacing Liam Griffin, will be welcomed with $30M in performance shares and $300,000 for relocation expenses. The relocation expenses alone represent a CEO pay ratio of 9:1 while the golden hello bonus of $30 million is 924 times greater than the median worker’s compensation. Let the power trip begin!And Gerrit Kazmaier, the new President, Product and Technology of Workday, will receive a welcome duffle bag full of $1M cash and $30M equity.Crown Castle announced that Dan Schlanger will become interim CEO after the termination of CEO Steven Moskowitz. Dan tried to retire a few months ago but the company is throwing almost $10M to stay as interim CEO: including a monthly stipend of $100,000 and over $9M in equity.While The Kroger Co. has still not divulged why it fired longtime CEO and Chair Rodney McMullen, other than unhelpfully labeling his dismissal due to foul “personal conduct,” we now how expensive interim CEO and Chair Ronald Sargent will be: he will receive an annual base salary of $4,350,000, annualized for the duration of his service, and a stock grant valued at roughly $4M that will fully vest in one year.At Intel, new CEO Lip-Bu Tan has a bizarre golden hello package which could be worth as much as $400M if he hits all his performance targets. In addition, Tan will have to personally invest $25 million of his own money in the stock during his first 30 days on the job, and hold it for the next five years, meaning he could potentially lose money if he sucks at his job. Insulet’s new CEO, Ashley McEvoy gets $15M in equity while the former CEO, James Hollingshead, walks away with $8.3M, including outplacement services of $25,000 and a $500 per hour consulting fee for 60 days. So if you see James hanging around a lot in the next few months I think you know why. Not bad for a dude who was CEO for nearly 3 years.UnitedHealth Group CEO Sir Andrew Witty has resigned six months after UnitedHealthcare CEO Brian Thompson was murdered in New York City. In his place, former CEO and current Executive Chair Steve Hemsley will boomerang back into a role he originally vacated in 2017.Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO.New Entegris CEO David Reeder starts with $410K cash/$11M equity, before even making a single decision other than “yes, I’ll take the job.”Bath & Body Works has a new CEO, Daniel Heaf, who will replace Gina Boswell. The total bill to shareholders is more than $17M: a golden hello of $5M and a golden parachute of $12MAnd at Omnicom Group, Chair and CEO John Wren is giving up his $1M annual salary in order to get a massive pile of 4M options without performance-based conditions. This means that if the company can get back to its share price from only 6 months ago the CEO will have managed to make $120M.New FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity.The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation.Retention awardsGoldman Sachs CEO/Chair David Solomon and COO John Waldron each received retention grants worth $80M just to keep… um… doing their jobs. $39M wasn’t enough for DJ D-Sol I guess, vinyl is expensive.Chief Information and Digital Officer Thomas Peck, Jr. is getting a one-time equity award of $1.5M at Sysco Corporation to focus him on the successful implementation of a significant, multi-year technology initiative.CEO Gavin D.K. Hattersley is stepping down at Molson Coors Beverage Company. The other Named Executive Officers will receive over $6M in retention equity awards NOT to quit, CFO Tracey Joubert will get $4M.And MGM Resorts CEO William Hornbuckle gets a special one-time cash bonus of $8M merely for continuing to do his job as he signs a new employment agreement.CBRE Group’s COO Vikram Kohli received a one-time cash retention bonus of $1.45 million for not quitting. If the Company terminates Mr. Kohli without Cause or he resigns for Good Reason, there is no obligation to repay the Retention Bonus.On May 21st, about a month after its 2025 proxy statement, Thermo Fisher Scientific announced a $60M retention equity award for CEO Marc Caspar “to secure his continued leadership through at least May 2030.”On that same day, shareholders resoundingly rejected Thermo Fisher’s Say on Pay proposal: 65% NOPay Committee chair Dion Weisler (13% NO), R. Alexandra Keith (2% NO), James Mullen (2% NO), Scott Sperling (6% NO)Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. FairbankSomnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M.Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median.Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M.Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program.Down to 2FMeg Crofton is stepping down at HCA Healthcare, meaning the board will have only two women with a total of 3% influence.Suzanne Nimocks will be leaving the board of Ovintiv. The Ovinitiv board is now down to only two women with a total of 12% influenceAnd after two decades of board service with only 3% of influence, Diana Cantor is out at Domino’s Pizza, which means the Domino’s board is also down to only two women with a total of 8% influence.Tina Hunt leaving the Veeva Systems board: Down to 2F with 7% total influence.Likewise at Emerson Electric: Director Leticia Gonçalves Lourenco tendered her resignation Down to 2F with 7% total influenceLaela Sturdy steps down at UiPath, leaving only two women on the board with a combined influence of 2%.The ‘Down to 2F’ trend continues: Nancy Tellem stepping down at Rocket CompaniesKeeping 2FNutanix is comfortable with only two women as they replace retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who also has experience being CFO, and a guy that already serves on four other publicly-traded companies so he understands how to schedule board meetings.Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell TechnologyAt Live Nation Entertainment Trump administration toady Richard Grenell joins a 2-women Board; just this morning the new Live nation Entertainment director tweeted: “Left wing violence is out of control from Palm Springs, CA to Washington, DC. Leaders on the Left must speak up now. We all must focus on this growing Left wing violence problem.” Grenell is miraculously the acting president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”Director Brian Ruder has stepped down from the board of Informatica. Despite the fact there are only two female directors with a total of 9% influence, Informatica immediately appointed another man to the board: Alex Vander Linde, who will serve as a Class III director, meaning shareholders won’t be allowed to have a say on his appointment until the annual meeting of stockholders to be held in 2027In honor of our fake meritocracy and very real anti-DEI business climate, American Financial Group is expanding its sausage party to 11 dudes and only 2 women as Craig Lindner Jr. and David L. Thompson Jr. are added to the board.In true meritocratic bullshit, the press release states that “There are no arrangements or understandings between Mr. Lindner or Mr. Thompson and any other person pursuant to which Mr. Lindner or Mr. Thompson were elected as Directors of the Company” but it fails to mention that Craig Jr. is the son of the co-CEO and the nephew of the other co-CEO. Whatever, dude!Affirm Holdings, however, is keeping the board at two women and ignoring the problem by replacing retiring director Keith Rabois with Richard Galanti, keeping its board below the accepted minimum threshold of three women on the board.Thomas Frist, III is stepping down at VeriSign, a board with only two women. Will they take this opportunity to replace him with a woman?Same thing at Nutanix where Brian Stevens just stepped down on a board with only two womenAnd at Live Nation Entertainment where Greg Maffei’s 33% influence just left the board.Circumventing the Alternative democracy22 days after the company’s annual meeting where shareholders vote on the election of directors, Uber Technologies appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating and Compensation Committees alongside board chair Ron Sugar.International Flavors & Fragrances adds Virginia Drosos to the board as well as to 3 board committees only one month after their annual meeting in MayThe Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit CommitteeAnd American Water Works Company didn’t even wait a month before increasing the size of the Board to nine members and appointing Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee of the Board.Pitney Bowes has cleverly circumnavigated shareholder approval as it appointed Brent Rosenthal to its Board only a month after its annual meeting in May.Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting. Democracy avoided.Similarly, PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.Also waiting 19 days was MicroStrategy, who 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. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist sway:At The Walt Disney Company, shareholders have decided that everything is good again now that Nelson Peltz has left the building:Maria Elena Lagomasino2025: 98% YES2024: 63% YES2023: 92% YESMichael B.G. Froman2025: 99% YES2024: 87% YES2023: 96% YESSay on Pay2025: 89% YES2024: 78% YES2023: 88% YESISS 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 vote: Wielansky (99.6% YES) and Freed (98.8% YES)ISS Supports Compelling Case for Change to AstroNova Board of DirectorsISS finds “change at the Board level is warranted to improve independence and oversight”2024 vote: 97% YES for entire board last yearISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman.2024 vote: Against: 2.4%; Abstain: 12.1%ISS vs Glass LewisWe have a fun twist at the proxy cage match between Harley Davidson and H Partners, who are 9% shareholders and have started a withhold vote campaign against long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson: Glass Lewis says “withhold” but ISS says “support”?Through lackluster reasoning based on hunches and not performance analytics, ISS revealed, without satire, that "[T]here are compelling reasons to believe that as a group [the targeted directors] still have a perspective that can be valuable” and, in discussing the candidacy of departing CEO Jochen Zeitz: “[I]t appears that his time in the role has been more positive than negative, which makes it hard to argue that his vote on a successor is worthless.”Penn Entertainment shareholders are getting conflicting messages from ISS and Glass Lewis on how to vote on activist investor HG Vora’s three dissident nominees: [Carlos Ruisanchez, Johnny Hartnett, and William Clifford to Penn’s board].ISS and HG Vora are saying YES to all three while Penn and Glass Lewis are saying NO to former Penn CFO William Clifford (2001-2014).Penn is also saying they shrunk their board from nine to eight directors so don’t even bother trying: it sounds like the courts will decide this one because Clifford is running unopposed and will certainly be getting at least one vote, which makes him the hypothetical winner for the ninth chair.ISS said: “The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board’s ability to effectively oversee management during the push into interactive … There is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition.”Glass Lewis said: “We believe certain aspects of Clifford’s profile may overlap with existing or anticipated members of the board … The board’s assertion that his background is not sufficiently differentiated — and its unanimous decision not to support him despite backing two other dissident nominees — raises questions as to whether he would bring distinctive value at this time.”Penn said: during Clifford’s time as CFO he argued against the introduction of a loyalty program, which later became a lucrative addition to Penn’s business. And that “during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions.” The big Proxy Cage Match is between Phillips 66 and Elliott Investment Management. In a nutshell, Elliott has nominated four directors, wants to split the CEO-chair role, and mandate annual director elections.This week three proxy advisors who represent over 70% of  institutional votes weighed in on the May 21 meeting:ISS and Egan Jones are saying YES to all 4 Elliot nominees: Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt.ISS said the nominees would dismantle Phillips 66’s “culture of complacency” and that Phillips CEO Mark Lashier’s dual role as chairman represents a “disconnect from shareholders.”Glass Lewis, on the other hand, is saying yes to the men but not the woman: Stacy Nieuwoudt, a former senior energy and industrials analyst at Citadel <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 522 large-cap annual meetings since May:315 total SHPs: but from only 188 companies, meaning 334 meetings had zero SHPs132 at 29 companies: 183 at 392Only 25 SHP victories Only 33 “wins” overall:Say on PayMolina Healthcare: 59% NOOtis Worldwide: 61% NOSimon Property Group: 53% NOTHERMO FISHER SCIENTIFIC: 65% NOWarner Bros. Discovery, Inc. (60% NO)A combination of financial underperformance and ludicrously annual increases in CEO pay undid David Zaslav’s $52M pay package (up from $39M just two years ago)Viridian Therapeutics: 51% NO increase equity plan by 8M sharesSimple Majority vote (12 wins)Boston Scientific: 95% YESDuke Energy: 98% YESEntegris: 89% YESICU Medical: (85% YES)Albemarle: (68% YES)Choice Hotels International: 97% YESAlexandria Real Estate Equities: 84% YESCelanese: 64% YESSkyworks Solutions: 98% YESEPAM Systems (52% YES)MARKEL GROUP INC. (71% YES)HUBSPOT INC (51%)Shareholders ability to call a special meetingMolina Healthcare: 69% YESRevvity: 65% YESCMS Energy: 70% YESLKQ Corp: (83% YES)US Foods Holding Corp. (86% YES)Teledyne Technologies: 59% YESMONOLITHIC POWER SYSTEMS: 58% YES Transparency in Political Spending (Chevveden)Teradyne: (51% YES)Cboe Global Markets: (56% YES)Act by Written ConsentCDW Corp (51% YES)DeclassificationCharles Schwab: John Chevedden, on behalf of James McRitchie (84% YES)Phillips 66: MGMT Proposal: declassification 97% YESFidelity National Financial: elect each director annually 93% YESIdexx Laboratories: Annual Election of Directors (92% YES); no recommendation from boardBuilders FirstSource: MGMT Proposal: Remove Limits on the Size of our Board of Directors 63% NO80 “moral” victories (over 30%): Say on PayAlly Financial: 37% NOAlbemarle: 31% NOS&P Global: 31% NOEBAY Equity Incentive Award Plan 45% NOO-I Glass: 34% NOLas Vegas Sands: 38% NOAkamai Technologies: Stock Incentive Plan 41% NOAIG: 35% NODiana M. Murphy 21% NO; Linda Mills 26% NO; James (Jimmy) Dunne III (~20% NO)BlackRock: 33% NOCVS Health: 41% NODigitalBridge Group, Inc. (33% NO)DOCUSIGN, INC. (44% NO)Carlyle Group Inc. (30% NO)AXON ENTERPRISE, INC. (33% NO)Arista Networks, Inc. (38% NO)UNITEDHEALTH GROUP INC (40% NO)ANTERO RESOURCES Corp (30% NO)DEVON ENERGY CORP/DE (35% NO)PayPal Holdings, Inc. (34% NO Equity Incentive Plan)Chipotle Mexican Grill: 45% NO on PayCORPAY: 47% NO on PayCOSTAR GROUP: 46% NO PayTruist: 41% NOCitizens Financial Group: 41% NOLattice Semiconductor: 44% NOPfizer: 47% NOGoldman Sachs: 34% NOEQUINIX INC 40% NO to issue 3.3M sharesShareholder approval on excessive golden parachutesAdobe: 47% YESCitigroup: 32% YESIntuitive Surgical: 44% YESIllinois Tool Works: (33% YES)CF Industries Holdings: (44% YES)Capital One Financial: (44% YES)Lockheed Martin: (41% YES)T Price Rowe: (37% YES)Vertex Pharmaceuticals: 37% YESTRAVELERS COMPANIES (42% YES)Simple Majority voteMarathon Petroleum: 48% YESWEC Energy Group: (41 % YES)AbbVie: (49% YES)Medspace Holdings: 31% NOSOUTHERN CO (45% YES)Shareholders ability to call a special meetingIQVIA Holdings: 43% YESPaccar: 32% YESPrologis: (44% YES)NVR: (30% YES)NiSource: (35% YES)Xylem: 46% YESNETFLIX: 42% YESHARTFORD INSURANCE GROUP (40% YES)Booking Holdings Inc. (49% YES)EBAY 49% YESPayPal (44% YES)DEVON ENERGY (8% YES)Independent board chairDover: 37% YESEastman Chemical: 30% YESPrudential Financial: (35% YES)Gilead Sciences: (36% YES)JPMORGAN CHASE (37% YES)Colgate-Palmolive: 30% YESCummins: 41% YESMarvell Technology: 38% YESCORPAY:  39% YESFortinet: 42% YESpolitical contributionsOtis Worldwide: 40% YESCOSTAR GROUP: 33% YESCadence Design Systems: (44% YES)Act by written consentEQUINIX INC (35% YES); also 40% NO to issue 3.3M sharesCVS Health: 43% YESDELTA AIR LINES: 42% YESANSYS: 41% YESEQUINIX INC 35% YESIntel: 31% YESEqual shareholder voting 31% YESAlphabet: 31% YES96.1% of Class B shares (10 votes) held by Larry Page/Sergey Brin/Eric Schmidt/John Doerr=57.3% voting power; 73% on non-class B voted YESUnited Parcel Service: reduce the voting power of UPS class A stock from 10 votes per share to one vote per share (38% YES)OtherBaxter International: executives retaining significant stock (37% YES)Don’t see this one too often: John Chevveden: a policy requiring the 5 Baxter named executive officers to retain a significant percentage of stock until reaching normal retirement ageGilead Sciences: requesting a comprehensive human rights policy and human rights due diligence process (36% YES); Sisters of Mercy of the Americas; how? Pope love?Fidelity National Financial: (MGMT Prop) redomestication of the Company from the State of Delaware to the State of Nevada 34% NOBJ's Wholesale Club: GHG emissions reduction 30% YES: Trillium ESGFirst SHP since its 2018 IPOAnnual director resignations: Phillips 66 (33% YES)The shareholder disconnects:Goldman Sachs: 34% NO on Pay; all directors at least 92%Truist: Say on Pay 41% NO; all directors over 90%Citizens Financial Group: Say on Pay 41% NO; all directors over 92%Lattice Semiconductor: 44% NO on Pay; highest NO director Lederer (11%); all else at least 97%Pfizer: 47% NO on Pay; lowest director Echevarria (11% NO); all others at least 91%Molina Healthcare: 59% NO on Pay; lowest director 16% NO WolfStanley Black & Decker: 21% NO on Pay; all directors at least 96%International Flavors & Fragrances: 15% NO on Pay, lowest director 94% YESAlly Financial: 37% NO on Pay, lowest director (Fennebresque) 90% YES, all others 95% or higherValero Energy: 25% NO on Pay; all directors over 92%GE: 29% NO on Pay; all directors over 92%Intel: 28% NO on Pay; lowest director (Sanghi) 88% YES, all others 90% or higherAlbemarle: 31% NO on Pay; all directors at least 94%S&P Global: 31% NO on Pay; all directors at least 95% YESOtis Worldwide: 61% NO on Pay; lowest director 93% YES/98% average YESAlexandria Real Estate Equities: 27% NO on Pay; lowest director 91% YESLas Vegas Sands: 38% NO on Pay; 6 of 9 directors between 10% and 18% NOBlackRock: 33% NO on Pay; lowest 2 directors 92% and 96%Motorola Solutions: 20% NO on Pay; lowest director 92% YESCVS Health: 41% NO on Pay; lowest director 91% YES (97% average YES)THERMO FISHER SCIENTIFIC Weisler 13% NO; 96% Average: Pay 65% NOAMAZON COM: lowest 94% 22% NO PayUNITEDHEALTH GROUP INC (40% NO on Pay):Flynn 13% NO; Noseworthy 14% NOboard average 6% NOHemsley 7% NO Carlyle Group Inc. (30% NO on Pay) but lowest director 94% YESWarner Bros. Discovery, Inc. (60% NO on Pay) but only two directors with low votes: Anthony J. Noto 29% NO; Pay Committee Chair Paul A. Gould 13% NODEVON ENERGY: lowest NO 6% Mosbacher; 35% NO on PayChipotle Mexican Grill: lowest director 4% NO Fili-Krushel & 45% NO on Pay“One-time retention awards” on August 2024 after Brian Niccols left: $38M aggregate to NEOsCOSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO PayIonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for voteThe directors : ~30 over 30%CME Group: Nominating Committee Chair Phyllis Lockett (41% NO)Expeditors International of Washington: James M. DuBois (30% NO), Brandon S. Pedersen (36% NO), Olivia D. Polius (29% NO)Ares Capital: Kelly (29% NO); Siegel (32% NO)WEX: James (Jim) Neary 31% NO; Melissa Smith 33% NO; Jack VanWoerkom 41% NOEnphase Energy: Thurman John Rodgers 61% NO (classified board)“The Company believes this outcome was primarily due to certain stockholders’ concerns regarding his service on two additional public company boards, in addition to his role as a public company executive officer. While Mr. Rodgers complies with the overboarding policies of a leading independent proxy advisory firm, some institutional stockholders and the other leading advisory firm apply more restrictive proxy voting guidelines on that issue.”(Gomo also on two boards)Related party Transactions with Complete Solaria, where Rodgers is CEOWas CEO/Chair at Rodgers Silicon Valley Acquisition Corp., a SPAC that successfully completed a business combination with Enovix Corporation in July 2021, where he continues to serve as the ChairOther directors who also served on the SPAC’s board” Steven Gomo and Joseph MalchowChair of Pay Committee; member of Nomination CommitteeOwns 1.5% sharesHaverty Furniture: 42% NO G. Thomas HoughUniversal Health Services: Maria Singer (49% NO; Class B & D)Teleflex: All directors between 28% and 36% NO; (Say on Pay 27% NO)Simon Property Group: Glyn F. Aeppel (37% NO); Larry C. Glasscock (30% NO); Gary M. Rodkin (27% NO); Peggy Fang Roe (27% NO); (Say on Pay 53% NO)Arista Networks, Inc. (Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO)FTAI Infrastructure Inc. (Judith A. Hannaway 36% NO (classified))DOCUSIGN, INC. (Blake J. Irving 42% NO (classified))NETFLIX: 78% NO Jay HoagFailed attendanceCG Oncology: 44% NO James J. Mulé (classified)ANTERO RESOURCES: 30% NO Benjamin A. Hardesty; 24% NO Robert J. Clark (classified)Pure Storage: 64% NO Scott Dietzen; 21% NO Charles Giancarlo; John Murphy & Greg Tomb 18% NO (classified)Dietzen Vice Chairman and Former CEO (2010-2017) and on Nomination and Risk Committees; referred to as "Independent"Alphabet: Larry Page 19% NO (44% NO)Page/Brin 52% Voting Power Core & Main: Gipson 35% NO (classified)VEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NOVertiv HoldingsJoseph van Dokkum 46% NOchairman of the Nominating Committee: 1 woman; 9 menJacob Kotzubei 54% NOMr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstancesCrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)              WinnersRobinhood Markets: John Hegeman 99.94% YESDell Technologies: David Grain 99.93% YESReddit: Sarah Farrell 99.93%The oddities:At the old man’s club, there were 7 SHPs at Berkshire Hathaway, but of course the company refused to name them in their 8-k filing announcing the meeting’s vote results–why honor shareholders when your whole pretend game is to honor shareholders?--on top of that, support for all 7 proposals ranged from 0.7% and 3.5%. Despite such low support, there were actually 5 directors (Burke, Chenault, Decker, Guyman, Murphy, Jr): an unusually high in this voting climate at the world’s most beloved equity.Coca-Cola : the National Center for Public Policy Research, asked for the creation of an Improper Influence Board Committee, which is basically a board-level committee to fight off anything to do with the climate, black people, women, and human rights. That feels even weirder than non-sugar sweeteners. (less than 1% YES)COMCAST: CEO pay ratio factor 4% YESDraftkings: board matrix disclosure 4% YES: The Comptroller of the City of New YorkThe Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders and further believes that the Company’s existing skills and diversity disclosure and practices as to Board composition and recruitment achieve the objectives of the proposal.the Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, we believe that Board decisions should reflect the collective wisdom of the group. Our disclosures are focused on emphasizing the collective strength of our Board.We believe Ms. Mosley is qualified to serve on our Board due, among other things, to her extensive investment experience and background, including her experience serving as a member of the boards and committees of several large U.S. public companies.CHARLES RIVER LABORATORIES INTERNATIONAL: report on non-human primates: PETA (8% YES) vs. TENET HEALTHCARE : strategies and programs for improving maternal health outcomes (5% YES): The New York State Common Retirement FundServiceNow: right to cure purported nomination defects 3% YES: James McRitchieWhen reviewing one corporation’s advance notice bylaw, a Delaware judge noted that disclosures required of a nominating stockholder “would choke a horse.”Cigarettes:Wynn Resorts: report on the potential cost savings through the adoption of a smokefree policy for the Company’s properties. I just like this. Imagine how annoying it is cleaning those yellow-stained walls in the room 1537. (9% YES)KROGER: discarded cigarette pollution 9% YES: Sister of St. Francis of PhiladelphiaClassicist Jing Zhao:At Intuitive Surgical, he’s asking the board “to improve the executive compensation program” by actually considering the CEO Pay Ratio (5% YES). He claims that “Aristotle demonstrated that in a stable community, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1.” I’m a believer.And at Bank of America, he requested the nomination of more director candidates than board seats (2%). Another no-brainer.JUNIPER NETWORKS: list more candidates than the number of directors to be elected 3% YES: Jing Zhao: “One of the core problems of corporate governance is that American corporate boards are not democratically elected”Auditor dissent?!Edwards Lifesciences: 12% NO on Pay; 10% NO on AuditorEcoloab: 11% NO on Pay; 13% NO on AuditorService Corp International: 12% NO on Pay; 12% NO on AuditorIdex Corp: 13% NO on Pay; 13% NO on AuditorStryker Corporation: 8% NO on Pay; 10% NO on AuditorElevance Health: 12% NOAmerican Water Works: 12% NOFirst Solar: 13% NOAlign Technology: 10% NOTHERMO FISHER SCIENTIFIC: Auditor 12% NOThe bullshit:I’m calling this the Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting:DT Midstream: Management (86% YES) versus John Chevveden (35% YES)Floor & Decor Holdings: Management (96% YES) versus John Chevveden (40% YES)Domino’s Pizza: a dirty trick at pizza land as the board introduced a competing proposal to drown out a shareholder’s proposal: while the shareholder wanted a group of shareholders holding 15% of shares to have the right to call a special meeting, management’s proposal raising that group to 25% (a near impossibility) won out: the shareholder proposals got 36% support while the management proposal got 79%.Align Technology: Management (65% YES) versus SHP John Chevveden (17% YES)Akamai Technologies: 10% call a special meeting (51% YES/58,453,104) vs. 25% call a special meeting (52% YES/59,520,777)Verisk Analytics: 25% (91% YES) vs. 10% special meeting (43% YES)Equitable Holdings 25% (99% YES) vs. 10% special meeting (27% YES)The “require vote of 80% of outstanding shares” management proposal scam:Eli Lilly and Company:eliminate the classified board structure (87% YES of shares voted)eliminate supermajority voting provisions (86% YES of shares voted)AbbVie: eliminate supermajority voting (99% YES)Meta Platforms:MGMT:25% NO on equity plan11% NO on Pay71% want Say on Pay every 3 yearsSHP:Dual Class Capital Structure 26% YESDisclosure of Voting Results Based on Class of Shares 21% YESReport on Hate Targeting Marginalized Communities 15% YESReport on Child Safety Impacts and Actual Harm Reduction to Children 13% YESRisks of Deepfakes in Online Child Exploitation 6% YESAI Data Usage Oversight 10% YESData Collection and Advertising Practices 11% YESProving Matt’s proponent theory:Mastercard:racial equity audit report 11% YES: SEIU MasterTrustaffirmative action risks 0.4% YES: National Center for Public Policy ResearchNetflixJay Hoag (1999-; 2 years after Reed Hastings)“The Board held four meetings during 2024. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees, other than Jay Hoag who attended 50%.”The Board held four meetings during 2024The Nominating and Governance Committee of the Board consists of four non-employee directors, Messrs. Hoag (Chair)Each member attended all the Nominating and Governance Committee meetings held in 2024, other than Mr. Hoag who did not attend one meeting.The Nominating and Governance Committee met two times in 2024.Currently holds $451M in Netflix stockPrior votes:2024: 9% NO2023: 23% NO2023: overboarded: Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton71% NO on Pay2022: N/AMGMT proposal to declassify the board 99.6% YESMGMT proposal to eliminate supermajority voting provisions 99.6% YES73% NO on PaySHP Lobbying Activity Report 60% YESSHP simple majority vote 58% YES2021: N/ASHP political disclosures 80% YESSHP simple majority vote 90% YES2020: 55% NO2020: simple majority vote: “This proposal won more than 80% support 4-times at Netflix since 2013: 2019- 88%, 2016-82%, 2015 -80%, 2013 -81% But our governance committee has not yet put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy and gave governance committee Chairman Jay Hoag a negative vote of 48% in 2018 while he was running unopposed.”SHP simple majority vote 73% YES2019: N/ASHP simple majority vote 88% YES2018: N/ASHP simple majority vote 84% YESBinding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 71.4% of vote YES2017: 49% NO2017: “Lead Director Jay Hoag's long tenure and the fact that he was an early investor of Netflix, may compromise his independence. Less than 51% of the votes supported his election in 2014. Moreover, Mr. Hoag's Crossover Ventures provided early-stage funding to Zillow and Expedia, two companies founded by Mr. Barton. Hoag and Barton served together on the board of Zillow.”SHP repeal classified board 63% YESSHP simple majority vote 63% YESBinding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 64.2% of vote YES2016: N/ASHP repeal classified board 83% YESSHP simple majority vote 82% YESSHP majority voting policy 87% YES2015: N/ASHP repeal classified board 80% YESSHP simple majority vote 80% YES2014: 49.7% NOSHP repeal classified board 82% YESSHP Independent board chair 47% YESSHP majority voting policy 82% YES2013: N/ASHP Independent board chair 73% YESSHP repeal classified board 88% YESSHP simple majority vote 81%SHP majority voting policy 81% YES2012: N/ASHP repeal classified board 758% YES2011: 91%SHP majority voting policy 72% YES2010: N/A <THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTVotes Cast:73% of all votes were directors25% were management proposals (auditors, pay)3% were shareholder proposalsMedia share was 95% anti-ESG shareholder proposals?SHP roundup - 3% of your voting capital:Of 40 companies targeted by Anti-ESG, Anti-Woke, 14 also targeted by ESG proponents in straight up duelsIn head to heads, Antis averaged 1.2% support vs. Pros 7.7% support - feel free to both claim victory that more than 90% of investors didn’t care either way?INTEL CORPORATIONWALMART INC.BERKSHIRE HATHAWAY INC.MCDONALD'S CORPORATIONTHE COCA-COLA COMPANYDEERE & COMPANYBEST BUY CO., INC.CHEVRON CORPORATIONCITIGROUP INC.STARBUCKS CORPORATIONVERIZON COMMUNICATIONS INC.YUM! Brands, Inc.META PLATFORMS, INC.ALPHABET INC.Proponent type average vote share rates:Activists: 23% (does NOT include director votes, just bylaws and proposals)Antis: 2.2%AOs / Pensions: 11.9%Pros: 10%Governance: 29%Governance related SHPs had the highest average vote rate…Religious: 10.3%Proponent actual wins:Governance: 18% WIN RATE… and also the highest win rate - and by highest, I mean only-est.EVERYONE ELSE: 0% WIN RATEOnce again - stop talking about Shareholder Proposals, talk about Shareholder Proponents - the governance proponents, including McRitchie and Chevedden are the only ones doing their jobs and winningChevedden alone got >50% SHP votes on 27 proposals, largely focused on simple majority voting, board declassification, and special meetingsMcRitchie average 38% vote getting in our data, with 3 winsArticles about what they ask for: zero.  Articles about National Legal and Policy Center, National Center for Public Policy Research, and Bowyer Research?  Literally hundreds - while the vote share was 1.9% with zero winsThe anti woke are using proxies as cheap press releases for momentum building in media, not winning or policy - it’s governing by narrative - stop talking about them and they disappearQuote of the year: Jing Zhao, “Aristotle demonstrated that in a stable community, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1.”Director round up - 73% of your voting capitalResults round upAverages: OverallThe average high vote: 97.75%The average low vote: 88.48%Company median: 95.24%Gender/diversity - the death of diversity on boards has been drastically overrated, but only because no one knows who’s on a board.  If you’re an executive, being diverse is worse.White male non-executives were the lowest average vote getter at 94.8%, black women were the highest at 96.8%The “executive premium” for men was 6x women, with male executive directors getting 1.34 percentage points higher vote than male non-executives, while female executive directors only got 0.24 percentage points higherBlack executive directors were the only cohort with a NEGATIVE executive premium - black men got -1.55 percentage point lower votes on averageVote outsAt 1400 US companies with votes and no activists involved, 12 companies had one director each get less than 50% of the voteMost prominent was Netflix, who ignoredThat’s ~11,500 director votes, 12 vote outs not related to an activistInvestors this year are VERY bullish on directors: 0.01% vote out rateMeanwhile, out of the 11,500 directors up for a vote where we have data, 2,100 bat under .333 for TSR, 1,600 bat under .333 for BOTH TSR and earnings, and 623 have a history of low shareholder returns, low earnings, and perpetual controversiesThe 623 bottom of the barrel would suggest a 5.4% vote out rate on pure performance failureNext year trend alert: given fewer options for substantive engagement, investor aggression is all that’s left without dialogue until companies ask regulators to unwind their de-regulationResult: more votes against directors on pure numbers, less focus on SHPsVote Gap - directors batting .333 or lower on TSR vs. average vote at the companyAverage vote gap was actually +1.3% - bottom directors outperformed average vote at the companiesMost aggressively stupid was a Harley Davidson’s voteThe Vote Gap was 15.2% - investors voted FOR the bottom performers, who got 15.2% percentage points more support than the average directorActivists:10% success rate in 24/25 season - bad season overall, but big wins?172 of 640 dealt with the board as a primary objective331 of 640 were governance focused (not strategic, M&A, etc)9% in 23/2410% in 22/2315% in 21/2216% in 20/2115% in 19/2018% in 18/1918% in 17/1817% in 16/1714% in 15/16Proxy Countdown topics and favoritesMeritWe built a system of merit because of the talking points about “returning to the meritocracy”Director pay - they are paid like NEOs on a pro rata basis after vestingNon profit board interlocks36,492 new loops added - increase of 33% from board interlocks alone95 companies had ZERO loops outside of nonprofitsCEOs and Chairs, the jump was from 4-5% to 15-17%Lead “Independent” directors, independenceAverage tenure for LID is 15 yearsStatutory independence is stupidly myopic - SEC redefinition as “social independence” really a disclosure problem, not regulatorTesla case in pointCEO succession dataActive director with the most transitions: James Hance (8), Jim Kilts (8)Director with the most fails: the Icahn family!  Brett Icahn at 4 transitions, ALL failed in one way or anotherJeff Stein at Ambac has one transition, but somehow managed to have three separate shareholder dissent flags (activist, engagement, votes against)Finally, Roger Moore at Verisign has done 5 transitions, and 4 of them resulted in the CEO staying 3 years or less before leavingPlus30sTrend of adding directors inside of 30 days of AGM completionHappens at classified boards, where directors have strong network power, and there are less insiders on boardsFavorite company: Parker HannifinOf the 25 connections between directors in the last decade, 16 of them go through NordsonNordson headquarters are in Westlake, Ohio - Parker Hannifin headquarters are in Cleveland, a 45 minute drive away4 of the 9 independent directors are inside 250 miles of headquartersWhen we factor in college/graduate institutions, 66% of the directors have lived, learned, and worked within 250 miles of Parker HQ, and half of them are under 200 miles away - A DRIVE!The influence of directors JUST FROM OHIO is 40% of the board

Trade Wire - BUY/SELLTop Stories:The moneyIn response to angry shareholders:Two weeks after 60% of Warner Bros. Discovery shareholders rejected CEO David Zaslav’s $52M pay plan, the Compensation Committee restructured his plan using Hollywood’s latest CGI, special effects, and most seasoned stunt doubles: his new plan reduces his annual pay targets significantly–from $37M to $17M if he hits 100% of his targets–but the devil is in the details as he is eligible for $37M if he reaches 200% of his targets and is getting a massive option grant of 21 million shares at an extremely low strike price of around $10 per share, giving him the theoretical opportunity to make $1.4B if Warner Brothers’ share price regains its 2021 high of $77.To walk in the door:Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity.While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary.Boeing’s longest-tenured director Lynn Good joins the Board of Morgan Stanley just two days after the crash of a Boeing 787 Dreamliner in India killed more than 200 people.Yum! Brands CFO Christopher Turner has been promoted to CEO to replace David Gibbs. In doing so, the company skipped right over Chief Operating Officer and Chief People & Culture Officer Tracy Skeans who has been at the company 20 years longer than Chris and in her dual roles oversees two key industry areas of risk in customer experience and labor management.Maybe we have Yum! Brands Chair Brian Cornell to thank for this decision? As CEO of Target Brian has overseen the company’s recent demise due partially to customer-alienating decisions surrounding the lack of support for Gay Pride and the sudden abandonment of the company’s DEI policies due to the perceived threats from a US election.At Yum Brands’ annual meeting last month Chair Cornell received 17% votes against his reelection, more than 3 times greater than any other director.Continuing to follow the trend of large cap companies with only 2 women on the board:Thomas Frist, III is stepping down at VeriSign, a board with only two women. Will they take this opportunity to replace him with a woman?Same thing at Nutanix where Brian Stevens just stepped down on a board with only two womenAnd at Live Nation Entertainment where Greg Maffei’s 33% influence just left the board.Affirm Holdings, however, is keeping the board at two women ignore the problem by replacing retiring director Keith Rabois with Richard Galanti, keeping its board below the accepted minimum threshold of three women on the board.And finally, Pitney Bowes has cleverly circumnavigated shareholder approval as it appointed Brent Rosenthal to its Board only a month after its annual meeting in May.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investor  , which owns about 1% of Victoria’s Secret, is arguing that the company has failed to realize its potential since its separation from its parent company, L Brands, in 2021. Specifically, CEO Hillary Super “has limited chief executive and public company experience with only a brief tenure in intimate apparel.”CEO Hillary Super (September 2024-)CEO, Savage X Fenty, intimates retailer, 2023 – 2024CEO, Anthropologie Group, 2020 – 2021Global President, Anthropologie Group, 2019 – 2020Co-President, Anthropologie Group, 2018 – 2019President of Women Apparel, Accessories, Beauty and Bridal, Anthropologie Group, 2017 – 2018 Six directors sat on the board during the company's decline and the remaining two independent directors "have limited experience successfully scaling global consumer businesses … We believe that Victoria’s Secret requires a reconstituted Board comprised of directors with proven experience in brand revitalization, operational execution, international expansion, and shareholder value creation … “ [the retailer] should consider replacing a majority – if not all – of the Board with independent directors who bring relevant backgrounds, fresh perspectives, and a strong track record of value creation."8F/2MChair Donna James, (2021-); (L Brands: the former parent company of VS&Co, 2003 – 2021)Chairman George Mayes was voted out and then resigned at  Forward Air’s annual shareholder meeting last week. Directors Javier Polit and Laurie Tucker have also stepped down despite receiving a majority vote. The Board has appointed Jerome Lorrain as Executive Chair and Paul Svindland as Lead Independent Director.Ancora Holdings, which owns a 4.1% stake, previously said the three “unfit legacy directors” cannot be trusted based on their “history of inaction, failed oversight and highly problematic decisions,” blaming them for the company’s decision to pursue the Omni Logistics acquisition in August 2023. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 45 large-cap annual meetings over the past week:30 total SHPs: but from only 13 companies, meaning 32 meetings had zero SHPsNearly half (13) came from Alphabetonly 3 on G4 on AIequal shareholder voting 31% YES (highest YES vote)A stockholder proposal presented at the 2025 Annual Meeting but not included in the 2025 Proxy Statement regarding a report on implementing AI app preload capabilities into Android OS 0.000273% YES (lowest)342|12,515,614,679|127 of 45: zero shareholder proposals and zero shareholder dissent.Only 2 wins overall:Fidelity National Financial: elect each director annually 93% YESMONOLITHIC POWER SYSTEMS: call a special shareholder meeting 58% YES7 “moral” victories (over 30%): Alphabet: equal shareholder voting 31% YES96.1% of Class B shares (10 votes) held by Larry Page/Sergey Brin/Eric Schmidt/John Doerr=57.3% voting power; 73% on non-class B voted YESMarvell Technology: Independent Board Chairman 38% YESCORPAY: independent Board chair 39% YESFortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YESFidelity National Financial: (MGMT Prop) redomestication of the Company from the State of Delaware to the State of Nevada 34% NOChipotle Mexican Grill: 45% NO on Pay“One-time retention awards” on August 2024 after Brian Niccols left: $38M aggregate to NEOsCORPAY: 47% NO on PayThe shareholder disconnects:Chipotle Mexican Grill: lowest director 4% NO Fili-Krushel & 45% NO on PayTarget: lowest Cornell 9% NO and Stockton 5% NOThe shareholder connects?Marvell Technology: Independent Board Chairman 38% YESCORPAY: independent Board chair 39% YESFortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YESThe directors : 5 over 20%Regeneron Pharmaceuticals: Brown 27% NO (classified)Natera: Gail Marcus 29% NO; Roy Baynes 19% NO (classified)Pure Storage: 64% NO Scott Dietzen; 21% NO Charles Giancarlo; John Murphy & Greg Tomb 18% NO (classified)Dietzen Vice Chairman and Former CEO (2010-2017) and on Nomination and Risk Committees; referred to as "Independent"CORPAY: Joseph W. Farrelly 26% NOAlphabet: Larry Page 19% NO (44% NO)Page/Brin 52% Voting Power The oddities:The oddities:<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTNVIDIAFounder firm, top of its game, on any given day largest company in the world at 3.5tn cap - with no governance of its founderCould Nvidia be the next Tesla?Similarities:AI meme wave - trades at a 40-50 P/E ratio, which was a 140 P/E (Tesla traded at 40-50x before they started losing money, now at a 180)Deeply entrenched boards (more on that)Deeply oversized pay packagesStanfordBoth immigrantsDeep relationship WITH MuskOutsized, leather jacket wearing CEOsKissed Trump’s ass about tariffsFrom 2018: US chipmaker Nvidia's founder and Chief Executive Jensen Huang said curbing China's technological development could not be achieved by adopting heavy tariffs.From May: “Obviously, I don’t know all of his ideas, but let me tell you about two that are incredible,” answered Huang. "The first one is utterly visionary. The idea of tariffs being a pillar of a bold vision to re-industrialize to onshore manufacturing and motivate the world to invest in the United States is just an incredible vision.”Deep dive into founder boards - who do we hire to work with outsized, unique, long-term foundersDefining “Founder boards”152 US founder firms that IPOed 10+ years ago“Mature” public founder firmsNot controlled companies - 1 share, 1 vote or no majority shareholderIncludes Nvidia, Amazon, Tesla, not Meta, Berkshire, Oracle, Nike1,395 US non controlled, non founder firms (the control group)FindingsSurprising things that are the same between founder boards and non founder boardsSame percentage of VCs on the boards on average - speaks to the importance of private marketsNo age differences on averageNo gender gap difference on average after adjusting for founder and CEO power - this surprised meWhen you include founder power on boards, it definitely skews to much larger gender power gaps, but adjusted shows that if NOT for the founder, you’d have near parityIn fact, in the control cohort, the power gaps are better as soon as you exclude CEOs, too - the fact that men hold the vast majority of the top positions everywhere is THE LARGEST difference in power gaps on boardsSolution: no CEOs on boards, you’ll have better power parityBiggest differencesFounder boards skew long tenured - 15% of founder boards have more than 15 years tenure, compared to 12% of the controlVCs stick around longer - 46% of VCs on the board stay more than 10 years vs. 36% for controlVCs in general have longer tenureFounder boards tend to underperform on earnings, outperform on TSRFounder boards rely LESS on connections to one another - it’s only the connection to the founder that mattersSummary thoughtsBoards operate in one of two ways: fetishize the most powerful person in the room (founder, CEO) OR as a social club (high degree of interconnectedness)Nvidia needs governance now, not later…Nvidia is an outlier - nearly 60% of the board is long tenured, with 33% of board more than 15 year tenures - only other company this bad is Netflix at mega caps - all of which were original investor VCsTench Coxe - like Robyn Denholm - has not only been around for 30 years, his shareholdings have made him a billionaire from just this companyHarvey Jones and Brooke Seawell haven’t just been at Nvidia for more than 30 years EACH - they worked together at Synopsis in the 1990sOf the 13 directors, 8 have been on the board at least 10 years - the average tenure of the Nvidia board is 13 years, and 62% of it wouldn’t be considered independent in the UKIf our advice at Netflix was to break up the lack of independence - and investors have rewarded Netflix with a lower average vote for directors than peers (94% vs. 96% average), and the longest tenured directors get 90% routinely over the last decadeJust on its face, who makes decisions:Ex head of marketing for NFL and former food executive (Dawn Hudson)Ex 31 year Taco Bell executive (Melissa Lora)Two professors (John Dabiri, Persis Drell)Ex NASA engineer (Ellen Ochoa)Lawyer (Stephen Neal)Ex CIO of a drug company (Aarti Shah)FIVE 1990s/00s tech and VC bros - all bros - Rob Burgess, Tench Coxe, Harvey Jones, Brooke Seawell, Mark Stevens - most of whom have been with Jensen Huang for 30 yearsThis is easy - break up the 90s tech VC fraternity block:Vote out Brooke SewellVote out Harvey JonesVote out Tench Coxe

Trade Wire - BUY/SELLTop Stories:Let’s start with the golden hellos:Zscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUpNew FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity.The Compensation Committee at UnitedHealth Group cancelled the performance-based restricted stock units granted to former CEO Andrew Witty, a shrewd financial move considering the committee just gave boomerang CEO Steve Hemsley $60M in options to help clean up a mess that he was instrumental in creating and cultivating.After only two years on the job, Equifax EVP Todd Horvath steps away with a lump-sum cash severance payment of $2.9 million, representing approximately two years of his annual cash compensation and a prorated portion of his annual incentive award for 2025. While his unvested equity awards were forfeited upon his separation from the Company, he will still receive $3.2M cash as part of his new hire “make whole” equity award which was intended to compensate him for foregoing unvested equity at his prior employer. You literally can’t lose I guess if you’re an executive at a publicly-traded company in the US.22 days after the company’s annual meeting where shareholders vote on the election of directors, Uber Technologies appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating and Compensation Committees alongside board chair Ron Sugar.And finally, let’s end with some practice vs. theory:Here’s a best practice that should be universally adopted: Quantum Corporation CEO James Lerner stepped down and Under the terms of his offer letter, he is required to resign as a director of the Company when he is no longer serving as the Company’s CEO.Norfolk Southern Claude Mongeau resigned from the Board for personal reasons. The Board will appoint a successor Board Chair at its next scheduled meeting later this month. Notice that “the board will appoint” rather than “the shareholders will elect.” Why don’t we have a separate vote for board chair in the US?And lastly, proving that long-tenured directors should not be considered independent of the companies at which they serve, Skyworks Solutions appointed Robert Schriesheim, director since 2006, as interim CFO.<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investor Daniel Mangless failed in his bid to add two additional contested directors to the board of Zevra Therapeutics. Despite owning just 3% of the Company and having already had three nominees elected to the Board in 2023, Daniel wanted to form a board majority with his nominees Arthur Regan and former Zevra CEO and co-founder Travis Mickle. (we last saw travis Mickle in The Tai Driver so it looks like he turned his career around.)Proving once again that the performance of directors DOES matter (although it takes an activist investor campaign for the company to admit as much), here’s what Zevra had to say:“Mr. Mangless’ nominees … have track records of destroying stockholder value in public company leadership roles. During Regan’s tenure as a director at US Wats, US Wats’ stock price fell 63.9%. While Dr. Mickle was CEO of Zevra, its stock price plummeted 97.4%.”They also assert in a filing that the primary reason to be against Regan is that he has “no life sciences industry experience or knowledge.” Which nearly makes the case to re-assess thousands of US directors who similarly lack industry experience at their respective board seats.All three leading proxy advisories supported the company’s nominees:ISS added, “...the board’s concerns about having a former CEO on the board and potential disruption are valid.”Which nearly makes the case that the majority of former CEOs on boards may be disruptive Glass Lewis highlighted, “Mr. Regan has limited, dated, and unrelated public board service,” Ironic considering Regan serves as CEO and founder of Regan & Associates, proxy solicitation/shareholder services firmGlass Lewis also said that “publication of certain social media activity by Mr. Regan appears to suggest something of a blithe approach to compliance...” while the company criticized Regan for his “erratic nature, as seen in his online posts [which] could cause serious risk to Zevra’s reputation, performance, and momentum.” Are they talking about Elon??The company also added that “as a proxy solicitor, he was unaware of, or simply ignored, SEC solicitation rules clearly requiring him to file his online soliciting posts.” Again, are we making the case against Elon? Egan-Jones also questioned the relevant expertise of Mangless’ nominees, stating, “…we do not believe Mr. Regan’s background in proxy solicitation offers meaningful value in the context of Zevra’s boardroom.” Again, opening the door to examine “the relevant expertise of all board nominees.”In the end, the contested nominees got about 25% support while the Zevra directors got about 74%. Not sure why you’d want to piss off Travis Bickle. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from 36 large-cap annual meetings over the past week:25 total SHPs: but from only 9 companies, meaning 27 meetings had zero SHPs36% (9) of these came from one company: Meta Platforms19 of 36: zero shareholder proposals and zero shareholder dissent.Only 1 win overall:Say on PayWarner Bros. Discovery, Inc. (60% NO)A combination of financial underperformance and ludicrously annual increases in CEO pay undid David Zaslav’s $52M pay package (up from $39M just two years ago)7 “moral” victories (over 30%) mostly in Say on Pay: Say on PayDigitalBridge Group, Inc. (33% NO)DOCUSIGN, INC. (44% NO)Carlyle Group Inc. (30% NO)AXON ENTERPRISE, INC. (33% NO)Arista Networks, Inc. (38% NO)UNITEDHEALTH GROUP INC (40% NO)Shareholders ability to call a special meetingBooking Holdings Inc. (49% YES)The shareholder disconnects:UNITEDHEALTH GROUP INC (40% NO on Pay):Flynn 13% NO; Noseworthy 14% NOboard average 6% NOHemsley 7% NO Carlyle Group Inc. (30% NO on Pay) but lowest director 94% YESWarner Bros. Discovery, Inc. (60% NO on Pay) but only two directors with low votes: Anthony J. Noto 29% NO; Pay Committee Chair Paul A. Gould 13% NOThe shareholder connects?Arista Networks: 38% NO on PayYvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NOClassified, but Scheinman and Giancarlo on Pay CommitteeAt least they blamed somebodyAXON ENTERPRISE: 33% NO on Pay & Pay Committee Chair Hadi Partovi 23% NODOCUSIGN: 44% NO on Pay & Pay Committee Chair Blake Irving 42% NOSoFi Technologies: 24% NO on Pay & Board CHair Tom Hutton 23% NOThe directors : 4 over 20%, 3 over 30%; 1 over 40% (about 360 directors: 2% over 20%)Arista Networks, Inc. (Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO)Warner Bros. Discovery, Inc. (Anthony J. Noto 29% NO)AXON ENTERPRISE, INC. (Hadi Partovi 23% NO)FTAI Infrastructure Inc. (Judith A. Hannaway 36% NO (classified))DOCUSIGN, INC. (Blake J. Irving 42% NO (classified))SoFi Technologies, Inc. (Tom Hutton 23% NO)The oddities:The oddities:Meta Platforms:MGMT:25% NO on equity plan11% NO on Pay71% want Say on Pay every 3 yearsSHP:Dual Class Capital Structure 26% YESDisclosure of Voting Results Based on Class of Shares 21% YESReport on Hate Targeting Marginalized Communities 15% YESReport on Child Safety Impacts and Actual Harm Reduction to Children 13% YESRisks of Deepfakes in Online Child Exploitation 6% YESAI Data Usage Oversight 10% YESData Collection and Advertising Practices 11% YESProving Matt’s proponent theory:Merck: tax transparency report 23% YES: Sisters of the Holy Name of Jesus and MaryJUNIPER NETWORKS: list more candidates than the number of directors to be elected 3% YES: Jing Zhao: “One of the core problems of corporate governance is that American corporate boards are not democratically elected”DOLLAR GENERAL: employee access to timely, quality healthcare 8% YES; As You SowRoblox: reincorporation of the Company from the State of Delaware to the State of Nevada 80% YES61% of voting power: David BaszuckiAuditor dissent?!Booking Holdings Inc. (11% NO; Pay 12% NO)<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTProxy pool this week104 US companies where we have data, 92 are not Totalitarian (single influencers)Caterpillar, TJX, Regeneron are largestTheme of the week: CEO SuccessionThe succession problem: There's a CEO succession crisis brewing.  From the article:CEO turnover is up, and it could get harder for some companies to find new leadersAt many companies, there has been a "collapse of the leadership pipeline,"Poor succession planning, job-hopping, and cuts to middle management could complicate CEO searchesNearly halfway through 2025, the number of CEO changes for S&P 500 companies is on pace to reach 14.8% for the year, according to data from The Conference Board and ESGAUGEAmong the companies that make up the broad S&P 1500 index, 44% of new CEOs in 2024 were external hires, according to data from the executive search firm Spencer Stuart. It's the largest share of outsiders since the firm began tracking the data in 2000.Measuring succession riskSo succession is at its highest level in years, the pipeline is weak, and companies are increasingly looking to outside hires - meaning the nomination committee and board has an actual role in picking new CEOsFrom Glass Lewis report earlier this year: Overall, S&P 500 companies that went through a CEO change in 2023 reported total CEO compensation averaging approximately $28.4 million for the year, compared to an average of $17.3 million at S&P 500 companies that did not.That’s $11.1m extra spend for investors to get a new CEO, and it doesn’t exclude golden parachutes on the other endNOM FAILURE IS EXPENSIVEDefine the riskHow to measure effectiveness of directors on succession?Captured company risk:Totalitarian companies are just pure succession riskFor as many that appear to go well (the Buffett 20 year succession process) there are those that go badly (the Howard Schultz and Bob Iger boomerang tours)Director fail rate:Directors that have gone through a succession at least once, did their replacement candidate last less than 3 years?Directors that have gone through succession at least once, did their replacement face one/all of the following controversies in the first three years?Executive turnoverAccounting investigations/failsShareholder dissent / activistsWhat are we up against this week?ACTIVE SUCCESSIONSFortrea Holdings ($2.7bn)Corsair Gaming ($1.1bn)INEVITABLE SUCCESSIONS?16 of 92 companies have CEOs with >=10 year tenure and are non-Totalitarian4 of 92 companies have more than 5x the average number of controversies of sector/size peers, two of which have CEOs >10 year tenuresOVERALL…This week’s vote alone has 21 companies where succession is active or inevitableWho’s best positioned?Don’t worry about…FirstCash Holdings, Inc.Generac Holdings Inc.Green Brick Partners, Inc.HCI Group, Inc.Each has at least 1 board member who has gone through succession with zero fails - all successions lasted 3+ years, there were no accounting investigations/flags in the first 3 years, Unknowns…Universal Health Realty Income TrustShift4 Payments, Inc.Current CEO tenure of 26 yearsGrand Canyon Education, Inc.Current CEO tenure of 16 yearsSabra Health Care REIT, Inc.Plymouth Industrial REIT, Inc.5 companies have boards who haven’t gone through a CEO succession at all, two of which aren’t REITsTargets…Corpay, Inc.A $20bn company where 36% of the board has been involved in a CEO transition, and all 36% have failed, at a company with a long tenured (24yr) CEOCEO Clarke on board of Dayforce with TWO other Corpay directors, where the CEO Ossip became co-CEO then unbecame co-CEO less than two years laterOne nom committee member - Rahul Gupta - has a whopping 6 accounting investigations, late filings, or other accounting flags resulting from his last transitionThree of the directors at Corpay who have transition failures have connections between each other through other boardsVote NO on Gupta and Hagerty, engage on CEO succession plan given Clarke is 69 years old and unlikely to continue in perpetuityOpendoor TechnologiesCompany has 8x average controversies of companies in its sector at its sizeAdam Bain on the nom committee has been at one failed transition, failed by virtue of excess executive turnover following the transitionLayup engagement target - engage nom committee now even if CEO only in place 2 years how they plan to replace if controversies continue, and how they plan on retaining key execsWilliams-SonomaLaura Alber, the CEO, has more than 50% influence on the board and it’s NOT a controlled company - and she’s the only member of the board with prior CEO transition at a public company, AND she failed at it, losing 5 more executives than expected given the CEO flip flopping at Salesforce (though Salesforce is Totalitarian, to be fair)Such is to say the board at WS has virtually no direct experience with a public CEO transition, and Alber has been sitting in the chair since 2010Engage - what’s the nom committee plans - with only two directors, Anne Finucane and Scott Dahnke - to replace Alber at some point?FortreaOn the dangers of having your CEO as the only member of the board with CEO succession history - Tom Pike, the now gone CEO, had seen two transitions (one of which failed) at Martin Marietta Materials while on their boardEngage: No one on the board has had transition experience - they have an interim CEO and were clearly not prepared for the transition to begin with, they need to retain key executives going forwardGlobal notesActive director with the most transitions: James Hance (8), Jim Kilts (8)Director with the most fails: the Icahn family!  Brett Icahn at 4 transitions, ALL failed in one way or anotherJeff Stein at Ambac has one transition, but somehow managed to have three separate shareholder dissent flags (activist, engagement, votes against)Finally, Roger Moore at Verisign has done 5 transitions, and 4 of them resulted in the CEO staying 3 years or less before leaving