Lead independent directors continue to be CEOs-in-training

Lachlan Murdoch give himself more money but promises he had nothing to do with it

Investors hate ONE company’s pay

Exxon hearts Texas and loathes ESG

And on the Big Vote, Matt puts on some LuluLemon

Trade Wire

Top Stories:

 130 Filings since May 28th

The headlines

Lead Independent Directors are King

TYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board

$2.8M golden hello equity

StandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell Ford

Russell Ford will continue as Exec Chair until 1/1/2027

$20M golden hello

CLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession started

DEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027

MICROSOFT: Epstein Files bro Reid Hoffman stepping down

Down to 2F

GLADSTONE INVESTMENT: elected George “Chip” Stelljes, III

Immediately named to 3 committees: Compensation Committee, Nominating and Valuation

Only one woman serves on any board committee: Katharine C. Gorka

Oh wait, she’s the only woman

Stupid money

Fox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000

If the maximum stays: annual from $12M to $18M and equity from $22M to $40M

So a possible increase of $24M

“Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments”

CFOs

Cencora: $8M golden hello: $2M cash

Trade Desk: $10m golden hello

UL Solutions: special, one-time $20M equity grant to CEO Jennifer F. Scanlon

TRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEO

new CEO Michael P. Lyons will join board: golden hello $37.5M equity and $2.7M cash

Marvell Technology: director Daniel Durn resigned to become CFO: golden hello ~41$M: $1M cash

Dumb stuff

C. H. ROBINSON WORLDWIDE: special equity award for Arun Rajan, the Company’s Chief Strategy and Innovation Officer of $7.5M equity

“designed to drive strategic and talent development outcomes” 

MICROCHIP TECHNOLOGY: appointed former exec Mitch Little as director

authored two books, Shiftability: Creating a Sustainable Competitive Advantage in Selling and CUSP: Leading by Serving, When Outcomes Matter Most

First one is self-published through Amazon

Second one is a .pdf and not published (48 pages)

Space Exploration Technologies Corp: elected MuskBro Roelof Botha as an “independent Common Stock Director

Smart-ish Stuff

CME GROUP: Chair/ CEO Terrence A. Duffy will become Exec Chair

CFO Lynne C. Fitzpatrick will become CEO/director ‍ ‍

PROXY CAGE MATCH

Meh, nothing spectacular

VOTE RESULTS TABLE 

Since May 28th

145 meetings at large market caps

77 total SHPs from 33 companies:

Top story

Warner Bros. Discovery

pay 84% no

Sustainability ROI Report 3% yes

Joseph M. Levin 22% no; Geoffrey Y. Yang 31% no; Kenneth W. Lowe 31% no; Richard W. Fisher 31% no; Debra L. Lee 32% no; Anthony J. Noto 41% no; Paul A. Gould 52% no

EXXON MOBIL

Texas Redomiciliation 71% yes

Voyager Technologies: Texas 92% yes

Condescending SHPs

Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000 15% yes;

requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board’s recommendations 24% yes

TARGET CORP

independent board chair 39% yes

Brian Cornell 13% no

SHPs: presence of pesticides in Target’s private label brands 18% yes; reducing plastic microfiber shedding 20% yes

x Victories

HUBSPOT: Special Shareholder Meeting Improvement 79% yes

FIVE BELOW: simple majority vote standard 90% yes

El Pollo Loco Holdings: majority voting standard 71% yes

Almost

Otis Worldwide: political contributions and expenditures 45% yes

DOLLAR GENERAL: Reduce Special Meeting Ownership 42% yes

NETFLIX: Act by Written Consent 44% yes

Datadog: simple majority voting 42% yes

Hate

DICK'S SPORTING GOODS: Women's Rights Related Business Risk and Decision Framework 0.06% yes

Airbnb: Risks Relating to Digital Services 0.06% yes; Discrimination in Charitable Support 0.04% yes;Risks of Politicized Divestments 0.09% yes

Most:

Meta Platforms (10)

Report on AI Data Usage Oversight 10% yes; Annual Vote Regarding Executive Pay 27% yes; Dual Class Capital Structure 26% yes; Disclosure of Voting Results By Share Class 20% yes; Human Rights Due Diligence 4% yes; Addressing Antisemitism and Hate 7% yes; Climate Change-Related Commitments 7% yes; Integrating Child Safety into Exec Comp 3% yes'; Data Protection Impact Assessment on Gen AI 7% yes; Risks of H-1B Visa Program Use less than 1% yes

Alphabet (10)

Climate Goals Disclosure 7% yes; Water Usage & AI Report 1% yes; Equal Shareholder Voting 31% yes; Viewpoint Diversity Risk 0.16% yes; Politicized Content Moderation 0.2% yes; Immigration Policy Impact 2% yes; Data Privacy Report 6% yes; AI Board Oversight 4% yes; AI Misinformation Report 9% yes; AI Data Usage Oversight 12% yes

Other

No ESG-related shareholder proposals pass in 2026 proxy season

ESG and Anti-ESG Shareholder Proposals in 2026

“Considerations regarding what constitutes ESG proposals are necessarily subjective. In our analysis, we include proposals with clearly social goals, including proposals related to DEI or freedom of speech, or climate related goals, among others. We exclude proposals with a governance focus, such as those requesting an independent board chair or rights to call a special meeting, among others.

   Say on Pay

Fidelity National Information Services: pay 30% no

98% avg yes

Apollo Global Management: pay 29% no

99% avg yes

Ulta Beauty: pay 22% no

98% avg yes

PROCORE TECHNOLOGIES: pay 37% no

classified: Nanci E. Caldwell 32% no

COMCAST: pay 42% no

Kenneth J. Bacon 20% no; Thomas J. Baltimore, Jr. 22% no

Independent chair 26% yes

Arista Networks: pay 40% no

classified: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% no

Directors

TKO Group Holdings: The Rock 20% no

MATTEL INC: 25% no: Adriana Cisneros, Diana Ferguson, Prof. Noreena Hertz, Soren Laursen, Roger Lynch, Dominic Ng, Dr. Judy Olian

Classified

Arista Networks: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% no

DOCUSIGN: Allan Thygese 22% no; Cain Hayes 27% no; James Beer 28% no

FUEL TECH: Douglas G. Bailey 23% no

Astera Labs: Michael Hurlston 32% no

Rocket Companies: Matthew Rizik 21% no

Fidelity National Financial: William P. Foley II 22% no

Zoom Communications: Lieut. Gen. H.R. McMaster 23% no

REGENERON PHARMACEUTICALS: Craig B. Thompson, M.D. 21% no; Christine A. Poon 23% no; Joseph L. Goldstein, M.D. 30% no

Other stuff

CME GROUP

In the election of one Class B-3 Director, no quorum was achieved. Therefore, Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws. She will continue to serve until her successor is duly elected at the 2027 Annual Meeting or her earlier resignation. "The Big Picture: Corporate management tried to eliminate the special rights of Class B shareholders to elect their own board directors. The shareholders successfully blocked this change—either by actively voting ""No"" or by simply not showing up to vote.

1. The Corporate Governance Proposals (Items 4 - 7): Management needed specific majorities to strip away these Class B voting rights, and they failed across the board: Item 4 (Eliminate Class B-1 Director Rights): FAILED. Management wanted to stop B-1 shareholders from electing three directors. It needed a majority of all outstanding B-1 shares to agree, but only 27.84% voted yes. Item 5 (Eliminate Class B-2 Director Rights): FAILED. Management wanted to stop B-2 shareholders from electing two directors. Only 23.37% of B-2 shares voted yes. Item 6 (Eliminate Class B-3 Director Rights): NO VOTE. Only 28.44% of Class B-3 shareholders showed up (the minimum needed to hold a vote was 33.3%). Because they lacked this ""quorum,"" the proposal was thrown out without a vote. Item 7 (The Certificate Amendment): PASSED BUT VOID. While the general pool of shareholders voted ""Yes"" to a corporate amendment, it was legally contingent on Items 4, 5, and 6 passing. Because those failed, this amendment is dead in the water and will not be filed.

2. The Board Elections (Item 8)

Because management failed to alter the rules, the traditional Class B board elections took place with the following results: Class B-1: William H. Hobert, Patrick J. Mulchrone, and Robert J. Tierney Jr. were all successfully re-elected to the board until 2027. Class B-2: Patrick W. Maloney was successfully re-elected to the board until 2027. Class B-3: No election occurred. Because Class B-3 shareholders didn't hit their 33.3% attendance turnout, they couldn't vote on a director. By default legal rules, the current incumbent, Elizabeth A. Cook, automatically keeps her seat as a “holdover” director until 2027."

KKR & Co: special: eliminate the supermajority voting requirement: failed: 98% yes but less than 90% of outstanding shares present (86.6%)

Upcoming Annual Shareholder Meetings: June 22-23 2026

Tuesday, June 23

CoStar Group, Inc. (CSGP) Real Estate Data / ~$30B+

Core & Main, Inc. (CNM) Industrial/Waterworks / ~$10B+

Two Harbors Investment Corp. (TWO)Mortgage REIT / ~$1B+

Wednesday, June 24

NVIDIA Corporation (NVDA) Semiconductor & AI / ~$3T+

Synchrony Financial (SYF) Consumer Finance / ~$15B+

F&G Annuities & Life, Inc. (FG) Insurance / ~$5B+

Thursday, June 25

Lululemon Athletica Inc. (LULU) Apparel / ~$40B+

The Kroger Co. (KR) Grocery Retail / ~$35B+

UiPath, Inc. (PATH) AI & Automation Software / ~$7B+

Blue Owl Capital Corp. (OBDC) Asset Management / ~$7B+

Box, Inc. (BOX) Cloud Content Management / ~$4B+

Terex Corporation (TEX) Heavy Machinery / ~$3B+

Dell Technologies Inc. (DELL) Tech Hardware & AI / ~$100B+

Marvell Technology, Inc. (MRVL) Semiconductors / ~$50B+

SentinelOne, Inc. (S) Cybersecurity / ~$7B+

HealthEquity, Inc. (HQY) Fintech & Health Savings / ~$7B+

Friday, June 26

Aon 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

Matt

Lululemon 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 time

Lululemon founder Chip Wilson launches proxy fight for board shakeup

Wilson has nominated three independent director candidates to be elected at the 2026 annual meeting and submitted a proposal to "declassify" the board so that all members must stand for election annually

Lululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon will

appoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentile

take all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026

one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting;

the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meeting

and, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting

Wilson in exchange will:

agree to not bad-mouth the company for around 18 months

vote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder Meeting

But in 2026 so far…

14 shareholder proposals were filed in an effort to remove board entrenchment mechanisms

Chevedden filed 7 of the 14

Includes simple majority, director majority voting, proxy access, and one declassification at ZScaler

Average vote for in 2026: 22%

Only SBUX simple majority SHP got >50% at 72% in favor

At 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 PEOPLE

Now he demands declassification 

Overall, are classified boards that bad??

More insiders: 25% insiders on average vs. 21% for non classified

More consolidated influence: 41% max influence average vs. 33%

More knowledge: 43% of directors on classified boards have core industry knowledge vs. 41% on non classified

Lower tenure: Average classified tenure is 7.4 years vs. 7.9 years on non classified

Less connected: 37% vs. 46% average

Roughly the same performance: .509 vs. .496

The 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 months

Insider 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 change

Tenure will stay lower, but less connected to each OTHER (but increase connection to Wilson)

LEAVE classified

Wilson 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