PROXY COUNTDOWN SCRIPT

This is Proxy Countdown. Welcome to the big show for the week of April 21, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:

Two new sycophants join Mark Zuckerberg’s expanding board of cronies

A whacky 8-k filing fight at a weed company

A proxy fight at Harley Davidson hides the good stuff in a redacted resignation letter

Much ado about nothing at large cap annual meeting votes

And on The Big Vote, Matt gives an early summary of the 2025 proxy season.

Trade Wire - BUY/SELL

Top Stories:

Meta Platforms now has 15 directors: one dictator and 14 listeners.

The new directors are Stripe CEO Patrick Collison and Dina Powell McCormick, the former Deputy National Security Advisor to Donald Trump during his first term. Dina is married to Republican Senator Dave McCormick, the former CEO of Bridgewater Associates, one of the world's largest hedge funds.

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.

Raghib Hussain, President, Products and Technologies of Marvell Technology, is stepping down. But don’t worry: “Marvell has a thoughtful succession planning process and deep bench of talent [and] has activated a plan to ensure Mr. Hussain’s responsibilities are seamlessly transitioned on or before his departure date.”

You have until May 2nd, Marvell, get busy.

In three moves that don’t really change the dynamic in their respective boardrooms: 

Joseph Creed is the new CEO at Caterpillar but former CEO Jim Umpleby will stay on as Executive Chair

Netflix founder Reed Hastings will transition from Executive Chair to non-executive Chair

And at Warner Bros. Discovery, John Malone will transition as a director to Chair Emeritus, meaning he will continue to regularly attend Board meetings and will not vote on Board matters but will tell other directors how to vote with a mean stare.

The majority shareholder of the THC Therapeutics voted to remove Founder, CEO, and Chair Brandon Romanek from the Board of Directors. Further, on that same day, the remaining Board of Directors removed Mr. Romanek from any and all positions held at the Company.

According to a subsequent filing, the Company requested that Brandon write a letter stating whether or not he agreed with the filing of the termination. Brandon’s response:

Hi Scott [Scott Cox, the new CEO]

Here is my response.  

Amend the 8-K  “My termination is invalid as you did not follow proper procedure according to THC Therapeutics bylaws” 

Brandon Romanek 

PROXY CAGE MATCH

Harley-Davidson ​is fighting a proxy battle initiated by H Partners, its second-largest shareholder, which holds a 9.1% stake in the company.

The investment firm “believe[s] CEO and Chairman Jochen Zeitz (2007, 30%), Lead Director Norman Thomas Linebarger (2008, 13%), and long-tenured director Sara Levinson (1996, 20%) “should be held accountable for the destruction of shareholder value."

While Zeitz is already making plans to step down, H Partners wants him to go immediately while Zeitz hopes to remain until a successor is in place.

The battle began in early April when Jared Dourdeville, a representative from H Partners, resigned from Harley's board, expressing "grave concerns" about the company's direction and leadership. He criticized the board for failing to address declining sales and cultural issues within the company, saying among other things that Harley had “cultural depletion” because of its work-from-home policies. Dourdeville also vaguely referenced Robbie Starbuck’s anti-woke campaign against the company, referring to the company’s response to this incident as “grossly mismanaged.” But since the bulk of his opinion was redacted we can only assume he was upset that Harley-Davidson dropped its DEI policies in response to a hateful moron. But even that we’re not entirely convinced of.

While H Partners is not nominating its own slate of contending directors, instead opting for a withhold the vote campaign to oust its 3 targeted directors, there has been a bit of confusion about Harley’s bylaws which have been described in articles covering the battle as “stipulat[ing] that directors who win less than 50% of votes in an election must tender their resignations.”

But this is not the whole story: in fact, while the directors must initially tender their resignations, “the reviewing Directors shall accept a tendered resignation unless they determine that there is a compelling reason or reasons to not accept the resignation.”

In this case, the directors would only be removed if they “fail to be re-elected at the next election of Directors” at which point their tendered resignation can not be rejected by the remaining directors.

Warner Bros. Discovery is expanding its board following pressure from activist shareholder Sessa Capital by adding Anton Levy, who recently stepped down as co-president of private-equity firm General Atlantic.

Parkland Corporation and its biggest shareholder, 20% holder Simpson Oil Ltd, have each proposed competing board slates as their dispute heats up ahead of the company’s annual meeting next month.

Parkland‘s long-serving CEO Bob Espey says he will step down in a bid to resolve the cage match.

Phillips 66 is telling shareholders that activist investor Elliott Investment Management, which wants to break up Phillips and is nominating four of its own directors to the Phillips 66 board, has a conflict of interest because Elliott is also pursuing an acquisition of Citgo, a direct competitor of Phillips 66.

Hewlett Packard Enterprise’s board is expected to meet in coming days to discuss whether to replace CEO Antonio Neri, a Hewlett Packard lifer who has run the company since 2018, following a proposal from activist investor Elliott Management to get rid of Neri.

VOTE RESULTS TABLE 

Here are the highlights from annual meetings (25) over the past 3 weeks:

The Mehs:

M&T Bank Corporation: meh

Moody’s Corporation: meh

EQT Corporation: meh

Dow Inc.: meh

Humana: meh

The Cooper Companies: meh

Owens Corning: meh

Schlumberger Limited: meh

Bank of New York Mellon Corp: meh

Centerpoint Energy: meh

Carnival: meh

Fifth Third Bancorp: meh

Huntington Bancshares: meh

Whirlpool: meh

The Sherwin-Williams Company: meh

The John Cheveddens

Concentrix: SHP to give shareholders the ability to call for a special shareholder meeting; John Chevedden; 39% YES

Hewlett Packard Enterprise: SHP: "Transparency in Lobbying" John Chevedden: 22% YES

Lennar Corporation: SHP1: Independent Board Chairman; John Chevedden; 21% YES

Regions Financial Corporation: SHP John Chevedden Simple Majority Vote; no board recommendation; 93% YES

Synopsys: SHP; John Chevedden; Shareholder Ratification of Golden Parachutes; 38% YES

Texas Instruments: SHP to permit a combined 10% of stockholders to call a special meeting; John Chevedden; 43% YES

Director votes that barely matter, other than to me

A. O. Corporation: Michael M. Larsen (1 of 3 common stock directors/6 Class A directors) 60% NO: AC chair 

“Directors are elected by a plurality of the votes cast. This means that the nominees who receive the greatest number of votes cast are elected as directors”

Lennar Corporation: Jeffrey Sonnenfeld 24% NO Nominating Chair; served for 20 years

SHP1: Independent Board Chairman; John Chevedden; 21% YES

co-CEO; one of whom is Exec Chair; LD served since 2015, replacing LD who served since 1997: this is sham governance

The normal investor disconnect:

Carrier Global Corporation: 15% NO on pay; 4% NO Compensation Committee chair

The normal investor apathy:

HP: Average director YES over 99%, despite lackluster stock performance

THE BIG VOTE PICKS

MATT

Why you should track individuals, not just companies:

Michael Angelakis

Roles:

Currently on boards of Bowlero, Clarivate, Exxon, and TriNet

On private boards of Arcis Golf, Orogen, V Sports

Is the CEO/Chair of Atairos, and “investment partner” (holding company) 

No joke, here are the other tenants at the address:

Sandi King Personal Trainer

Synergy Sports Massage

PJ Mac Pest Control

Company “partners” include Arcis Golf, Clarivate, Orogen, Trinet - all places he is on the board

Advisor to Executive Committee at Comcast, where he was CFO

Worked in PE/VC in Media, was CEO of State Cable TV Corp

Longtime media investor

Data:

Highest influence at Trinet (56%), otherwise in the 8% range

Committee heavy driver of influence

On 7 boards in our database, 4 current

7 year career batting: .391 TSR, .470 EBITDA, .680 controversies, .804 carbon

Core knowledge: Administration, Econ, Math

Sits on board of HR, Industrial research, energy, and a bowling alley

548 loops where he’s involved - that’s a LOT, hugely connected

31% of his loops include Ursula Burns, a member of Exxon board

138 are Ken Chenault

124 are Ronald Williams

Company loops: AmEx at 559!! Appearances in loops, Partnership for New York at 80, J&J, IBM, Exxon, Boeing, Xerox… all massive blue chip mature US insular companies

Problems:

Part of the Exxon board that sued a shareholder for a shareholder proposal they didn’t like

Exxon mired in longstanding controversies

Part of Bowlero board under investigation in class action for age discrimination

Blatantly fired workers as soon as they hit fifties/sixties and replace with younger

Arcis Golf facing class action for data breach of 10,000 employees

Investor class action at Clarivate settled

Comcast mired in controversies during his tenure, largely customer service issues

Just appointed to the board of American Express

NOT INDEPENDENT

His biggest connector point is AmEx

Added immediately to audit, nom committees - will be adding friends?

NO ADDITIONALITY

Joins a board with duplicative experience

Multiple CFOs/finance backgrounds, more tech with others, even has Ted Leonsis on the board who did media/sports

Most of the board MORE qualified than he is on paper - come from bigger companies in high profile roles

ONGOING GOVERNANCE ISSUES NOT A CORE STRENGTH

American Express to pay $230 million over 'deceitful marketing campaign'

LOW PERFORMANCE

His performance from other boards would make him second lowest for TSR on AmEx, middle of the pack on others

ASK WHY, ASSHOLE

Use Jeff Skilling’s incredibly famous gaffe as a baseline question - ask why is he here?  What does he add?  What do you get?

VOTE NO on performance grounds - and follow appointments

DAMION

April 29

IBM $217B

Anti-woke SHP Requesting a Report on Hiring/​Recruitment Discrimination; The Heritage Foundation; including this soulless and unchristian quote: “A recent Gallup poll found that only 38% of Americans want businesses to take a stance on current events.” These assholes should be ashamed of themselves

CEO Pay Ratio 518:1 CEO/Chair Arvind Krishna

3 of 13 women with no leadership; this board can bite me

Stopped DEI a few weeks ago: Employees were told of the changes earlier this week, in a memo that cited “inherent tensions in practicing inclusion.”

Discussed changes with a-hole Robbie Starbuck

American Express $169B

SHP Revisit DEI Goals in Executive Pay Incentives; National Legal and Policy Center

SHP Respect Civil Liberties in Advertising Services; Bowyer Research

CEO/Chair Stephen J. Squeri 615:1 Pay Ratio

Chair of the Compensation Committee is Lynn Pike: “Ms. Pike brings extensive payments and financial industry experience to our Board and has served as the Chair of the Board of American Express National Bank, our U.S. banking subsidiary, since 2019, including as co-Chair with Mr. Squeri from 2021 to 2022. Ms. Pike joined the board of American Express National Bank in 2013 and is a member of American Express National Bank’s Audit Committee and Risk and Compliance Committee.”

Citigroup $117B

CEO Jane Fraser Pay Ratio 444:1

Anti-woke SHP attacking pro-climate policies from National Center for Public Policy Research

Woke SHP from the Sisters on Indigenous Peoples’ rights 

Wells Fargo $208B

Charles Scharf CEO pay Ratio 378:1

Ron Sargen Pay Committee Chair: former CEO at Staples/current interim CEO Kroger

-20% gender influence gap; no key board leadership positions

4 woke SHPs

April 30

Trump Media $5B

MGMT Proposal: Reincorporation from the State of Delaware to the State of Florida

Coca-Cola $311B

CEO/Chair James Quincey Pay Ratio 1980:1; just get rid of the whole board

SHP Regarding Creation of an Improper Influence Board Committee; National Center for Public Policy Research

Shareholders request that the Board of Directors create a board-level Improper Influence Committee to assess the extent to which the Company’s decision-making has been improperly influenced, contrary to best practices, by the non-pecuniary policy preferences of directors, executives, or money managers with their own custodial obligations. The Company should issue a public report on the committee’s findings by the end of 2025.

“the Company remains committed to DEI despite the fact that recent events have made clear that corporate DEI programs are so anti-American in their neo-racist and neo-Marxist attempts to distribute benefits and impose costs on employees and others on the basis of race that all it takes is for one man with a large following to simply expose a corporation’s DEI program to the public for that company to lose tens of billions of dollars in market cap when its customers boycott in revulsion”

SHP Regarding DEI Goals in Executive Pay; National Legal and Policy Center

SHP Regarding a Report on Civil Liberties in Advertising Services; Bowyer Research

May 1

Boston Scientific $138B

CEO/Chair Michael F. Mahoney Pay Ratio 369 to 1

Edward J. Ludwig LD since 2016 (director since 2014); CEO also chair since 2016

-15% gender influence gap (47% for top 2)

DAMION:

That’s the Proxy Countdown for the week of April 21, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, and scandalous CEO pay ratios