Trade Wire

Top Stories:

 130 Filings since June 18th

The headlines

DOMINOS PIZZA: CEO Russell J. Weiner resigning, will become Executive Chair;

Executive Chair David A. Brandon resigning

COO Joseph H. Jordan appointed CEO and director

$3M golden hello

NIKE: John W. Rogers, Jr. resigning (2018-2026)

35% no vote in 2025; 40% in 2024; 35% in 2023

RPT: De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer

3rd big LT board left recently:

McDonald's (2003-2023); Exelon (2000-2019)

3% influence; redundant skillset

Also at NIKE: new CFO David Denton golden hello up to $15.25M cash

At Pfizer since 2022; Lowe’s from 2018-2022

Stupid money

TYSON FOODS

Amended Employment Agreement of Chair John H. Tyson until September 30, 2029: 1) base salary of $3.5M (up from $1.2M) 2) annual bonus target equal to 300% (up from 170%) of his annual base salary, 3) annual equity target  of $6M, 4) one-time incentive award cash payment of $40M, 5) use of Company-owned aircraft plus tax gross-ups ("Based on security concerns and as a result of a security study conducted by a third-party consultant"), 6) 300 hours annually of aircraft use for flights in which he is not a passenger, 7) personal security services and may request additional security services up to $150,000 annually, 8) life insurance and Supplemental Executive Retirement Plan benefits of approximately $175,000 a year

formerly: 275 hours for him only/only security and not additional $150k

JPMORGAN CHASE: one-time Retention and Continuity equity awards to the following Operating Committee members:

Doug Petno, Co-President and CEO of the Commercial & Investment Bank, and Troy Rohrbaugh, Co-President and CEO of Consumer & Community Banking, in the amount of $30M each;

Mary Erdoes, CEO of Asset & Wealth Management, and Jennifer Piepszak, Chief Operating Officer, in the amount of $20M each.

Dumb stuff

CINCINNATI FINANCIAL: appointing Lisa M. Franchetti

Admiral Franchetti retired from the U.S. Navy in 2025, after a nearly 40-year career marked by leadership at every operational level, culminating in her service as the 33rd Chief of Naval Operations from November 2023 to February 2025.

15th director

SMITH A O: Kevin J. Wheeler will retire as Executive Chair, but remain a director

CEO Stephen M. Shafer becomes Executive Chair

Smart-ish Stuff

AeroVironment: appointed William J. Lynn, III as Class I director

The terms of the Company’s Class I directors, including Mr. Lynn, expire at the Company’s 2026 Annual Meeting (due in September)

Revolution Medicines: Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the “Company”) of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company’s president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026.

The Company currently contemplates appointing Dr. Kelsey to its board effective as of his retirement on January 4, 2027, subject to Board approval.

Down to 2F

Found their 3rd: CENTENE: elected Lauren Tyler

Despite a female CEO (Sarah London)

‍ ‍

PROXY CAGE MATCH

New research from Georgeson Advisory reveals that governance proposals accounted for 51% of all shareholder submissions at Russell 3000 companies between July 2025 and mid-May 2026.

Total ESG Submissions: Dropped to 710 this season (down from 840 in 2025 and 1,000 in 2024)

G Submissions: Rose to 404 proposals (up from 380 last year)

SHP Type

2025

2026

% Change

Independent Board Chairs

33

92

+179%

Written Consent Rights

13

51

+292%

Lower Special Meeting Thresholds

18

29

+61%

Executive Severance Pay

30

8

-73%

Director Resignation Policies

19

7

-63%

Clawback-Related Proposals

15

0

~

The Haters: anti-ESG activists are focusing on G to fudge their numbers

39 G proposals this season: 24 in 2025; 18 in 2024.

11 independent chair proposals: 1 last year

average support rate of 25%: 5% last year

E&S Collapse

E proposals fell to 97 (down from 147)

S proposals dropped to 209 (down from 313)

Political Spending & Lobbying:

Remained the single most active social category with 42

institutional support dropped from 37% last year to 27% this season.

AI-related proposals nearly doubled to 23 submissions (up from 12 last year).

Institutional support up to 16% from 12%.

The SEC’s "no-objection" framework

No-Action Requests: Plummeted 36% to 219 requests (down from 342 last year).

Proposal Omissions: Despite fewer formal requests, nearly one-third (33%) of governance proposals were successfully omitted from proxy ballots, up from 26% last year.

Litigation Backlash: This administrative shift sparked a wave of corporate litigation, with shareholder proponents launching at least six federal lawsuits to contest no-objection exclusions.

Texas

Out of 17 shareholder proposals filed regarding corporate reincorporation, 11 explicitly targeted Texas as the new corporate domicile.

Eight of the nine reincorporation proposals that went to a final shareholder vote were fully approved, with average support hovering comfortably in the low-60% range.

VOTE RESULTS TABLE 

Since June 18th

25 meetings at large market caps

9 total SHPs from 7 companies:

Top story

0 Victories

None

Almost

Autodesk: Amend Special Meeting Right Threshold 48% yes

EBAY: Special Stockholder Meeting Threshold 43% yes

Hate

Most:

Other

BJ's Wholesale Club: Majority voting 27% yes

Block, Inc.: Establish Board-Level Technology Committee 4% yes

Workday, Inc.:

Disclose Employee Retention by Demographic 4% yes

Disclose Voting Results Based on Share Class 15% yes

DELTA AIR LINES

Cumulative Voting for Directors 4% yes

Action by Written Consent 31% yes

disconnect…

DOLLAR TREE: Action by Written Consent 5% yes

   Say on Pay

COSTAR GROUP: pay 29% no (46% no 2025)

avg 98% yes: CEO/Founder Andrew Forance 99.4% yes; Pay Committee chair Robert Musslewhite 5% no; Chair Luise Sams 6% no

Increased rTSR target to 55th percentile (from 50th), with threshold of 30th percentile (from 25th);

rTSR payout is capped at 100% if absolute TSR is negative

2025: threshold (80% modifier) 25th percentile, target (100% modifier) 50th percentile, max (120% modifier) 75th percentile

2026: threshold (50% payout) 30th percentile, target (100% payout) 55th percentile, max (200% payout) 80th percentile; super stretch (250% payout) 90th percentile

end result in TSC: from $37.4M to $36.4M

from 90,500 options ($82.47) to 114,000 options ($78.33)

from 178,000 RSUs ($$14.7M) to 256,049 ($20M)

from 31,640/79,100/189,840 PSUs to 38,846/97.100/233,040

T-Mobile US: pay 27% no

Christian P. Illek  21% no; Dominique Leroy 22% no; Raphael Kübler 22% no

But only 3 of 5 pay members, not the chair

IonQ, Inc.: pay 47% no (36% no 2025)

classified: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no

Okta, Inc.: pay 24% no

classified: 95% avg yes

Directors

VEEVA SYSTEMS: Mark Carges 20% no; Gordon Ritter 27% no; Matthew J. Wallach (Co-Founder) 36% no

“Our Board determined that Mr. Wallach is an independent director under NYSE listing standards. While Mr. Wallach is a co-founder of Veeva, he has not been employed by the Company for over six years and he is financially and socially independent from Veeva and current Veeva executives.”

2007–2019: Co-founder and President, Veeva Systems Inc.

Independent Chair Gordon Ritter been  on board since 2008

Co-founder/CEO Peter Gassner on board since 2007

Vertiv Holdings: Steven S. Reinemund  23% no; Joseph J. DeAngelo 25% no; Roger Fradin 30% no; Joseph van Dokkum 46% no

One woman: Mr. van Dokkum serves as the chairman of the Nominating Committee

Expedia Group: combined stock: Barry Diller (Chairman) 20% no; Craig Jacobson 22% no; Alexander Wang 47% no

“Each of our current directors, except for Mr. Wang, attended at least 75% of the aggregate number of meetings of the Board and its committees on which the director served”

Chief AI Officer, Meta Platforms

No committees: 4 board meetings. He’s 29; he has the energy

Other stuff

Classified

Core & Main: Orvin T. Kimbrough 36% no

CrowdStrike Holdings: Johanna Flower 23% no; Denis J. O’Leary 39% no

IonQ, Inc.: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no

Revolution Medicines: Alexis Borisy 21% no

FS KKR Capital: James H. Kropp 12% no; Michael J. Hagan 20% no; Elizabeth J. Sandler 29% no; Jeffrey K. Harrow 30% no

Guardant Health: Manuel Hidalgo Medina 24% no; Ian Clark (Lead Independent) 35% no

CrowdStrike Holdings: Advisory Vote on the Ratification of Supermajority Voting Provisions 14% yes

Upcoming Annual Shareholder Meetings

Monday, June 29, 2026

Snowflake Inc. (SNOW) ~$78 B

QXO, Inc. (QXO) ~$12 B

TopBuild Corp. (BLD) ~$11 B

TripAdvisor, Inc. (TRIP) ~$1.5 B

Tuesday, June 30, 2026

Devon Energy Corporation (DVN)  ~$50 B

MongoDB, Inc. (MDB) ~$25 B

The Brink's Company (BCO) ~$4.0 B

NCR Atleos Corporation (NATL) ~$3.2 B

Alumis Inc. (ALMS) ~$3.0 B

Braze, Inc. (BRZE) ~$2.2 B

Wednesday, July 1, 2026

Green Brick Partners, Inc. (GRBK) ~$3.2 B

Tuesday, July 7, 2026

GameStop Corp. (GME) ~$9.5 B

CEO/main shareholder Ryan Cohen

GameStop CEO Ryan Cohen is so determined to buy eBay that he's taken his own $35 billion pay deal off the table.

Cohen has withdrawn the proposed compensation package because he wants to fully focus on revitalizing GameStop's business and acquiring eBay, GameStop said in a press release on Tuesday.

Thursday, July 9, 2026

Planet Labs PBC (PL) ~$8.7 B

Chewy, Inc. (CHWY) ~$7.5 B

Founder Ryan Cohen

Olaplex Holdings, Inc. (OLPX) ~$1.3 B

THE BIG VOTE

Matt

Director vote discrepancies: 2025 vs. 2026

Biggest DROP - sudden against votes

Jabil

Jabil directors - though in fairness, they weren’t stellar votes anyway

John Plant 2025 was 39.5% against, 2026 was 84% against

Audit

Vote predictor: 73% expected support prior to the meeting, 66% chance of >20% against - Steven Raymund as well

NV Tyagarajan was 6% against, is 69.7% against in 2026

Nom, Pay

Resignations REJECTED: “In making its determinations, the N&CG Committee and the Board each considered a number of factors it deemed relevant, including each director’s attendance and engagement, overall qualifications, contributions to the Board and its standing committees and whether acceptance of the resignation would be in the best interests of the Company and its stockholders.

ATTENDANCE VOTE: 

“Messrs. Plant and Tyagarajan attended less than 75% of the aggregate Board and committee meetings on which they each served during fiscal year 2025 due to coinciding professional responsibilities.”

“In considering attendance and engagement, the N&CG Committee and the Board noted that both Mr. Plant and Mr. Tyagarajan historically maintained strong attendance records prior to the 2025 fiscal year.

Jabil directors hit 605 on TSR (good) but 348 on EBITDA margin (less good)

Almost 30% from single community, high merit, scenario model has them weak against activists

Jabil directors had MOST OVERPAYING board status in our April 3 Proxy Countdown

Sanmina

Myhili Sankaran - 43% against, attendance, 1.3% against in 2025

2 year tenure, Nom committee, founder lead Totalitarian company

Pediatrix

John Starcher - 36% against, attendance, 1.6% against in 2025

6 year tenure, Pay committee

LESSON: Investors STILL ONLY CARE ABOUT ATTENDANCE

The only directors to get votes against had attendance failures - the standard is “show up to work”, not “do a good job”

Performance metrics uncorrelated to votes

Boards are routinely REJECTING resignations UNLESS it’s politically expedient to accept (as in Cracker Barrel)

Other notable

Free Float effect: Adobe’s Dan Rosenweig went from 7% against in 2025 to 31% against in 2026.  We said:

Vote against “Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to Narayen”

Men might be slightly better off than women

Average vote delt was 0.02% improvement (basically same year over year), average vote delt for women was slight degradation (0.2% more against on average)

Biggest IMPROVEMENT - sudden for votes

Netflix

The biggest year over year vote improvement was for the TWICE “deposed” director Jay Hoag at Netflix

Last year Hoag was voted out, but his resignation ignored by the board, due to attendance failures.

For showing up to one extra meeting, he went from 79% AGAINST in 2025 to 7% against in 2026

Investors were indifferent to the fact that it was the SECOND time Hoag was voted out, the SECOND time the board rejected the resignation, and his performance is at best weak and at worst horrible overall

390 TSR, 125 earnings margin

Boards of Peloton, Netflix, Zillow - and FF data has him as the dictator in charge at Peloton as board chair and a director at the controlling entities (though he “disclaims ownership” of the shares)

Every board Hoag is on is a controlled or de facto controlled entity

AO Smith and Air Products

AO Smith

Martin Lois: 9% against from 37% against

Air Products

Dennis Reilley: 1.5% against from 38% against

Paul Hilal: 2% against from 39% against

Andrew Evans: 0.7% against from 29% against!

Both were targets of activists in 2025, both not targets of activists in 2026

LESSON: Investors only care about things FOR ONE YEAR

Jay Hoag, irrespective of a 20 year tenure and multiple votes out, gets voting in since he attended the meetings

Performance metrics uncorrelated to votes

Activists cause due diligence (at both investors and ISS/Glass Lewis) - and that due diligence is ignored the following year

Directors that were targeted by activists and/or proxy advisors in one year does not carry over - despite the fact that TSR/performance has not improved

In fact AO Smith is NEGATIVE for the year

Other notable

A10 Networks

Eric Singer: 52% against from 74% against - plurality voting!

Whole board among the biggest positive changes

Bob Vitale (Bellring Brands, Post Holdings, Energizer) got 26% against at Bellring in 2026 (down from 8% against in 2025), 17% against at Energizer (up from 25% in 2025), and 1% against at Post (compared to 2% in 2025)

Votes are not person centric even remotely

That’s the Proxy Countdown for the week of June 22, 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

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

This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:

BP Ousts a Bully

No foosball tables for the new CFO at Amgen

An activist investor calls a board “lazy”

Welltower investors decide they hate the NEOs’ $1.5B in equity awards

And on the Big Vote, Matt talks Walmart

Trade Wire

Top Stories:

 88 Filings since May 14th

The headlines

BP ousts chair over ‘serious’ governance, oversight concerns

The oil giant’s board removed Albert Manifold from his roles as chair and director this week, effective immediately. He faced a contingent of investor opposition at BP’s recent annual meeting.

Ousted BP Chair Hits Back at ‘Lies’ About His Conduct

Albert Manifold was abruptly fired by the oil major this week amid concerns about bullying behavior

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

Schomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019

Clorox CEO Linda Rendle to Step Down for Health Reasons

The company says it will begin a comprehensive CEO search process to succeed her

NEOs

Linda Rendle 47/2016 Chair/CEO (2020-)

Nina Barton 52/2024 Group President – Care & Connection

Luc Bellet 47/2025 CFO

Stacey Grier 62/2019 Executive Chief of Staff

Angela Hilt 53/2020 Chief Legal and External Affairs Officer

Chris Hyder 50/2021 Group President – Health & Hygiene

Kirsten Marriner 53/2016 Chief Administrative Officer

Eric Reynolds 55/2015 Chief Operating and Strategy Officer

Board

5F/6M

Down to 2F

Stupid money

AMGEN INC (AMGN)

New CFO Thomas Dittrich:

$18.7M golden hello: $5.1M cash

standard relocation benefits:

Immigration;

Pre-Assignment Home Finding Trip (and any qualified eligible dependents);

Final Travel to the Host Location;

Shipment of Household Goods & Personal Effects (including the professional survey, packing, surface shipping, delivery, insurance, uncrating, unpacking, in-transit storage and reasonable import duties on used household goods and personal effects

but will NOT cover Food and perishable items, Alcohol, Pianos, Major electrical and gas appliances, Plants, Weapons, Heavy or bulky hobby equipment, such as billiards tables and exercise equipment, Jewelry, furs, precious stones, legal documents, securities, money, artwork, Non household pets or livestock, Planes, boats, motorcycles and snowmobiles

Shipment of Household Pets;

Temporary Living on Arrival in the Host Location (7 days in the Home Country prior to departure and up to 30 days in the Host Country);

Per Diem;

Car Rental for 30 days;

Home Finding

Relocation Allowance ($318k) to assist with the cost of any miscellaneous items not otherwise covered within the relocation assistance provided (e.g. voltage adapters, electrical appliances, movement of goods not covered within the policy, host local settling in costs, etc.);

ALTRIA GROUP (MO)

Salvatore Mancuso new CEO

former CEO William F. Gifford, Jr will become board consultant

golden parachute $21M equity, $250k month until end of 2026; golden hello for new CEO ~$7M equity

O REILLY AUTOMOTIVE (ORLY)

the Compensation Committee recommended a $2M stock option award for Greg Henslee, Executive Chairman

Dumb stuff

AMERICAN INTERNATIONAL GROUP (AIG)

appointed Thomas D. Stoddard

not voted on at AGM

Smart Stuff

PROXY CAGE MATCH

Activist investors push to oust former Target CEO from board

Mercy Investment Services, SOC Investment Group and Trillium Asset Management is urging Target shareholders to vote against the reelection of Executive Chair Brian Cornell and Lead Independent Director Christine Leahy at the retailer’s annual shareholder meeting in June. Among the reasons cited is Leahy’s oversight of the decision to retain former CEO Cornell as executive chair and special adviser, per a letter to shareholders filed in a notice of exempt solicitation on Friday.

“In our view, Target has endured years of strategic and operational missteps that have led to significant underperformance compromising long-term shareholder value,” the letter from Mercy Investment Services, SOC Investment Group and Trillium Asset Management states. “The recent CEO succession does not signal that the Board is focused on the genuine reset we believe is critical to turn the Company around.”

Bradley Radoff, who owns about 3% of Marston, the pubs group, says it should sell sites to pay down its £860m debt as shareholders are starved of returns

“I’m asking the board to be its own ‘activist’ and solve the problem immediately. The board is lazy.”

A Marston’s spokesman said: “We continuously engage with our shareholders and always welcome their views on capital allocation.”

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 Gentilel

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

VOTE RESULTS TABLE 

Since May 14th

206 meetings at large market caps

87 total SHPs from 44 companies: 55g 18s 14e

3 Victories

TransUnion (TRU): call a special meeting 72% yes

ON SEMICONDUCTOR (ON): simple majority voting 98% yes

Verisk Analytics: act by written consent 52% yes

8-k didn't name it

Hate

Yeah but who cares

Most: Home Depot (7)

recycling-related plastics targets less than 1% yes; packaging policies for plastics 17% yes; customer data privacy risks 9% yes; independent board chair 26% yes; biodiversity impact and dependency assessment 14% yes; sufficiency of associates’ access to healthcare 8% yes; discrimination in charitable support less than 1% yes

The most: Independent Board Chair

No victories: 43% to 12% yes

JPMorgan: 35% yes

Other

Ford Motor: Provide that All of the Company’s Outstanding Stock Have One Vote Per Share 43% yes: John Chevedden

RELIANCE, INC. (RS): requiring directors to depart the Board within nine months of failing to receive a majority vote 16% yes: John Chevedden

NEXTERA ENERGY (NEE) 2

Paris Agreement Alignment 35% yes; Net Zero Business Performance Risks 1% yes

The names of co-filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information

   pay over 30% NO

WELLTOWER INC. (WELL): pay 81% no

Ade J. Patton: 25% no; Sergio D. Rivera: 25% no; Johnese M. Spisso: 27% no; Kathryn M. Sullivan: 24% no

THERMO FISHER SCIENTIFIC: pay 68% no

95% avg yes; Dion J. Weisler: 11% no

SOMNIGROUP INTERNATIONAL (SGI): 42% no

SIMON PROPERTY GROUP (SPG): 31% no

UDR, Inc. (UDR): pay 31% no

95% avg yes; Robert A. McNamara 11% no

BXP, Inc. (BXP): pay 31% no

95% avg yes; Matthew J. Lustig: 12% no; Owen D. Thomas: 10% no

CITIGROUP INC (C): pay 40% no

96% avg yes

BlackRock, Inc. (BLK): pay 35% no

97% avg yes

PLAINS ALL AMERICAN PIPELINE LP (PAA): pay 39% no

classified: 98% avg yes

Directors

TRIMBLE INC. (TRMB)

Kaigham (Ken) Gabriel 33% no; Kara Sprague 33% no;  Thomas Sweet 33% no; 

Other stuff

Upcoming Annual Shareholder Meetings: May 17-23 2026

Tuesday, June 2, 2026

Joby Aviation, Inc.JOBY~$10.5 Billion

Brighthouse Financial, Inc.BHF~$3.6 Billion

Viridian Therapeutics, Inc.VRDN~$1.76 BillionI

ICF International, Inc.ICFI~$1.25 Billion

Wednesday, June 3, 2026

Duolingo, Inc.DUOL~$5.0 Billion

The Carlyle Group Inc.CG~$16.4 Billion

Thursday, June 4, 2026

Walmart Inc.WMT~$945.8 Billion

SHPs

Request for Cumulative Voting for Board Elections

National Legal and Policy Center 

Report on Workplace Health and Safety Governance

Oxfam America, Inc.

Report on Immigration Policy and Enforcement

SOC Investment Group

Report on Workplace Impact of AI and Automation

United for Respect

CEO Pay Ratio: 958:1

we excluded approximately 4.71% of our total associate population or approximately 100,000 associates outside of the U.S.: India (50,821) and South Africa (28,202)

Howard Hughes Holdings Inc.HHH~$3.8 Billion

Friday, June 5, 2026

Omega Healthcare Investors, Inc.OHI~$13.5 Billion

Proof that Berkshire Hathaway has always been fake frugal

Companies following their own rules

Victoria’s Secret rejects a Brett Blundy

A wrap-up of 150 meeting results over the past 2 weeks

And on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge

Trade Wire

Top Stories:

 Filings since May 1st

The headlines

BERKSHIRE HATHAWAY

Charles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFO

Mr. 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 year

EMERSON ELECTRIC

elected Jennifer G. Newstead 

3 women!

GENERAL MILLS

Long-tenured director Steve Odland (2004-) stepping down

Dana McNabb named COO, been with the company since 1999 and is also becoming a director

CFO getting a one-time $3.5M equity award while CTO is getting $2.5M

‍ ‍

Down to 2F

Stupid money

Snap Inc (SNAP)

$14.9M golden hello equity award for new CFO Douglas Hott

Dumb stuff

DUCOMMUN

appointed Mark A. Caylor as a Class II Director

to serve for a term expiring at the annual meeting of stockholders in 2029

appointed to serve as a member of the Board’s Audit Committee

Trade Desk

Samantha Jacobson resigning as Chief Strategy Officer but will continue to serve as director

Toll Brothers

new COO Seth J. Ring added to board

OCCIDENTAL PETROLEUM

Vicki Hollub stepping down as CEO, replaced by Richard Jackson

Vicki staying on board, Jackson added 4/30 but not voted on 5/1

PLAINS ALL AMERICAN PIPELINE

appointed Cynthia B. Taylor to board

The former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability Committee

Smart Stuff

WEC ENERGY GROUP

Having 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, 2026

COMMERCE BANCSHARES

Benjamin 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 TECHNOLOGIES

Director John G. Mayer resigned

Resignation 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

Victoria’s Secret rejects activist investor Brett Blundy’s board push

Swatch shareholders reject activist investor's bid for board seat

Steven 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 TABLE 

Since May 1st

153 meetings at large market caps

82 total SHPs: 

4 Victories

VERTEX PHARMACEUTICALS: act by written consent 57% yes

ALBEMARLE: call a special meeting 57% yes

CF Industries: excessive golden parachutes 51% yes

NRG ENERGY: call for a special shareholder meeting 56% yes

Hate

Constellation Energy: Report on DEI Initiatives 1% yes

National Center for Public Policy Research

According to 1792 Exchange’s Corporate Bias Ratings

TRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yes

The Heritage Foundation

According to 1792 Exchange’s Corporate Bias Ratings

INTERNATIONAL BUSINESS MACHINES CORP (IBM)

Report on AI Bias: 2% yes

National Center for Public Policy Research

The White House has issued an executive order specifically seeking to combat “woke” AI

Report on Discrimination in Charitable Support: 2% yes

The Heritage Foundation

IBM has a perfect score on the Human Rights Campaign’s Corporate Equality Index

COCA COLA

Sustainability Committee By-Law Amendment 0.87% yes

National Center for Public Policy Research

“Being good might cost too much”

Plastics Packaging Policies 0.8% yes

National 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% yes

Bowyer Research

“Being good might cost too much”

DOMINION ENERGY

ESG/DEI Compensation Metrics 1% yes

The Heritage Foundation

“Being good might cost too much”

AMERICAN EXPRESS

transgender healthcare treatments for minors 0.4% yes

Inspire Investing

American Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Index

political bias risk oversight 0.9% yes

National Center for Public Policy Research

According to the 1792 Exchange

FIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yes

Inspire Investing

But wait: “Being good might cost too much”??

COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yes

National Legal and Policy Center

Independent Board Chair (19)

Avery Dennison: 39% yes

CORNING: 18% yes

GILEAD SCIENCES: 27% yes

WEST PHARMACEUTICAL SERVICES: 46% yes

EVERSOURCE ENERGY: 26% yes

CARVANA: 4% yes

BANK OF AMERICA: 32%

DOMINION ENERGY: 24% yes

BERKSHIRE HATHAWAY: 15% yes

AFLAC: 12% yes

PEPSICO: 26% yes

BRISTOL MYERS SQUIBB: 27% yes

ECOLAB: 26% yes

AbbVie: 39% yes

PRUDENTIAL FINANCIAL: 30% yes

DOVER: 36% yes

CORPAY: 30% yes

LOCKHEED MARTIN: 37% yes

COLGATE PALMOLIVE: 29% yes

   pay over 10% NO

GOLDMAN SACHS

pay 30% no

Pay committee chair Kimberley Harris 26% no

BERKSHIRE HATHAWAY

say on pay every 3 years 66%

OMNICOM GROUP

44% no pay

avg 97% yes

MOLINA HEALTHCARE

47% no pay

avg 97% yes

Directors

Trade Desk

classified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yes

Ummmmmmmmm?

plurality

SERVICE CORP INTERNATIONAL

Sara Martinez Tucker  17% no

C. Park Shaper 18% no

Victor L. Lund 21% no

Anthony L. Coehlo 21% no

Marcus A. Watts (Lead Ind. Director) 57% no

Ummmmmmmmmm?

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% no

CORPAY

Annabelle Bexiga 24% no

Thomas M. Hagerty 26%

Steven T. Stull 28% no

Hala G. Moddelmog 31% no

Joseph W. Farrelly 39% no

SOUTHWEST AIRLINES

Nom Committee chair Christopher P. Reynolds 39% no

Other stuff

DT 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% yes

NVR: 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% yes

RB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yes

Both in-person and virtual meetings

UNITED 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 2026

May 18

Valley National Bancorp (VLY) Virtual ~$4B 3/0

Vishay Intertechnology (VSH) Virtual ~$3B 3/0

May 19

JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4

PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2

Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1

Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0

Zebra Technologies (ZBRA) Virtual ~$15B 3/0

Permian Resources (PR) In-Person ~$13B 5/0

May 20

BlackRock, Inc. (BLK) Virtual ~$140B 3/2

Northrop Grumman (NOC) Virtual ~$75B 3/2

Zoetis Inc. (ZTS) Virtual ~$80B 3/0

EOG Resources, Inc. (EOG) Virtual ~$75B 3/0

GE Vernova Inc. (GEV) Virtual ~$55B 3/1

S&P Global (SPGI) Virtual ~$160B 3/0

May 21

Leggett & Platt (LEG) Virtual ~$2B 4/0

IDACORP, Inc. (IDA) Virtual ~$5B 3/0

The Home Depot (HD) Virtual ~$350B 3/2

Harley-Davidson (HOG) Virtual ~$5B 4/0

May 22

Honeywell International (HON) Virtual ~$140B 3/1

The Allstate Corp (ALL) Virtual ~$50B 3/1

Apple Hospitality (APLE) In-Person ~$3.5B 3/0

THE BIG VOTE

AGM Date: May, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

Ownership

Institutional voting power

Vanguard %

BlackRock %

Fidelity %

Performance outliers:

Overall:

EBITDA .

.

Carbon .

.

TSR .

.

Controversies .

.

Board stuff

Committees

Audit (a)

Human Resources (c)

Governance & Nominating (n)

Finance (f)

Risk (r)

FFA Skills (Non-Executive DIrectors)

Economics and Accounting 23%

Mechanical 15%

Building and Construction 5%

Public Safety and Security 5%

Proxy Skills

Gender Power Gap -%

Other

DIRECTORS

Steven D. Black 73/2020/m fnc 10%

Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan

Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. 

Votes Against Last AGM: 3% no

SAY ON PAY

% NO 2025

CEO Pay Ratio :1

SHPs

Matt

OVERVIEW

First some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home Depot

Four 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 shit

Retail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from Hilton

Military - Grady, Roughead, Welsh

Krishna (IBM CEO) and Brown sit on IBM board together

What 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 safety

Lowest core knowledge of the group - 17% of the board has any overlapping core knowledge at all

All four have >50% of directors connected

Whopping 771 connections in our DB for the 4 companies

All four have >50% board current or ex CEOs

All 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 board

Only the JPM board have directors batting over 570 for TSR - everyone else below

42 of the 55 directors are below 500 for TSR

13 of BLK’s 19 directors bat below 400 on TSR

17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothing

The “Business Roundtable” Board

CEOs on boards

The 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 today

CEOs 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 CEOs

When the CEO is chair, it’s reasonable to assume this is even more the case

So if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where?

Trade associations, non profits, college trusteeships

Overall, 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 it

Incidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie Dimon

For the four companies this week, a majority of connections for all of them run through the BR:

THE BUSINESS ROUNDTABLE INC 213

CATALYST INC 159

The Partnership for New York City Inc 146

THE BUSINESS COUNCIL INC 139

First company to show up is IBM with 59 routes through them

Why it matters?

Independence

Groupthink

When 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 directors

Of 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 boards

Phebe Novakovic

Kathy Warden

Virginia Rometty

Alex Gorsky

James Dimon

Mark Weinberger

Arvind Krishna

William Ford 

Where this really matters: BLK and JPM

Blackrock OWNS the largest stake in most companies in the US, JPM is a massive asset owner

A 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 JPM

Novakovic, Rometty, Gorsky, Dimon, Weinberger - all have cross pollination at other boards, are paths to Home Depot, BLK, Northrop, all on JPM

An 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 companies

Those management favorable voting conditions persist even after that director leaves the asset manager board

The 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 value

This 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 repeat

Voting

This 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 interests

The voting recommendation here is pretty simple: ask who represents you as a shareholder

Trade Wire

Top Stories:

 Filings since April 24

The headlines

AMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair

Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive Chair

SOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on board

We reported as Interim last week, is now permanent

‍ ‍

Down to 2F

Stupid money

NVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity award

RESMED INC (RMD)

$3.5M golden hello to new CFO

Former CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.

From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards.

Other stuff

CARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation accepted

Two weird board classification reshuffles:

MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, the service of Mr. Baker and Mr. Brennan on the Board is deemed to have continued uninterrupted.

GEN Restaurant Group, Inc. (GENK) : changed the Board’s composition as follows: (i) Jae Chang and David Park, the former Class II members of the Board, were appointed as Class III members of the Board, and (ii) David Kim, the former Class III member of the Board, was appointed as a Class II member of the Board, in each case effective immediately. In connection with this change, on April 29, 2026, Messrs. Chang and Park tendered their resignations as directors, contingent upon their reappointment to the Board as directors and members of Class III.  On the Effective Date, Mr. Kim also tendered his resignation as a director, contingent upon his reappointment to the Board as a director and a member of Class II. 

PROXY CAGE MATCH

Activist Starboard Pushes for Lamb Weston to Hold Investor Day

Can they work on virtual AGMs too?

The SEC tried to silence activist investors. Now they’re fighting back.

Since President Donald Trump took office, the Securities and Exchange Commission has made it harder for small and activist investors to raise concerns through the government filing system known as EDGAR. Now they’re pushing back with their own alternative platform, which they call the Proxy Open Exchange — or POE. 

In less than a week, POE has 63 filings, with dozens more expected. EDGAR shows just 39 exempt solicitations so far in 2026. 

Nelson Peltz’s son builds first public activist stake in Intertek

That’s it, just wanted to cite a nepo-baby

Swatch Group Investor Battle Heats Up After ISS Backs Activist

Steven Wood, founder of Greenwood Investors, is pushing to be nominated at Swatch’s upcoming meeting. ISS urged investors to vote for Wood, citing weak long-term performance and governance shortcomings, including a lack of board independence and the continued influence of the Hayek family on Swatch.

Activist investor backs Pearson boss’s contentious pay rise

The education group has put forward a revised pay arrangement that would see CEO Omar Abbosh receive up to £13M this year, up from £9M last year, deemed “excessive” by Glass Lewis and ISS. 

Cevian Capital, which in recent months has steadily built its stake to just over 18% to become Pearson’s largest shareholder, insisted that the policy had “clear pay-for-performance” that would encourage “long-term value creation”. 

Sackler-linked firm succeeds in bid for Ingles board seat

Summer Road LLC, the Sackler family office, was successful in their bid to earn a seat on Ingles Markets Board of Directors

Summer Road’s Chief Investment officer Rory Held was elected with support from approximately 62% of outstanding Class A shares, representing approximately 70% of the votes cast.

Shareholders Overwhelmingly Elected Rory A. Held to Ingles Markets’ Board of Directors

VOTE RESULTS TABLE 

April 24-April 30

 42 meetings at large market caps

 22 total SHPs: (Wells Fargo 6)

Independent Board Chair 

PFIZER INC (PFE) 29% yes

STANLEY BLACK & DECKER, INC. (SWK) 8% yes

JOHNSON & JOHNSON (JNJ) 23% yes

WELLS FARGO & COMPANY (WFC) 34% yes*

DOMINOS PIZZA INC (DPZ) 40% yes

departure of directors who fail to obtain a majority vote 16% yes

Act by Written Consent

BORGWARNER INC (BWA) 4% yes

Cigna Group (CI) 48% yes

HCA Healthcare, Inc. (HCA) 22% yes

report on healthcare consequences 11% yes

call a special meeting

AGCO CORP /DE (AGCO) 49% yes

SHERWIN WILLIAMS CO (SHW) 43% yes

AES CORP (AES) 35% yes

Majority Voting Standard

CITIZENS FINANCIAL GROUP INC/RI (CFG) 10% yes

WELLS FARGO & COMPANY (WFC) 48% yes

Other

G

EDISON INTERNATIONAL (EIX): Retention of Equity 37% yes

DOMINOS PIZZA INC (DPZ): departure of directors who fail to obtain a majority vote 16% yes

independent board chair requirement 40% yes

S

FASTENAL CO (FAST): EEO-1 reporting disclosure policy 22% yes

WELLS FARGO & COMPANY (WFC) Respecting Vendor Civil Liberties* 2% yes

WELLS FARGO & COMPANY (WFC) Board Committee on Indigenous Rights 5% yes

HCA Healthcare, Inc. (HCA): report on healthcare consequences 11% yes

act by written consent 22% yes

E

ARCBEST CORP /DE/ (ARCB): GHG emissions reduction targets 30% yes

WELLS FARGO & COMPANY (WFC) Energy Supply Ratio 20% yes

WELLS FARGO & COMPANY (WFC) High-Carbon Financing Litigation Risks 9% yes

   10 pay over 10% NO

EDISON INTERNATIONAL (EIX): pay 22% no

Retention of Equity 37% yes; auditor 9% no

97% avg yes

FASTENAL CO (FAST): pay 11% no

WHIRLPOOL CORP (WHR): pay 31% no

82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director)  80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes

GRACO INC (GGG): pay 32% no

classified: Martha A. Morfitt (Lead Director) 21% no

PFIZER INC (PFE): pay 13% no

Joseph J. Echevarria 18% no

AMERICAN ELECTRIC POWER CO INC (AEP): pay 18% no

Sara Martinez Tucker 16% no

Prologis, Inc. (PLD, PLDGP): pay 42% no

George Fotiades (chair) 12% no

David O’Connor 4% no

Olivier Piani 2% no

Board average 97% yes

Essential Utilities, Inc. (WTRG): pay 10% no; auditor 10% no 

CARLISLE COMPANIES INC (CSL): pay 13% no

EXELON CORP (EXC): pay 10% no; auditor 11% no

Directors

  over 10% 

AMERICAN ELECTRIC POWER CO INC (AEP): Sara Martinez Tucker 16% no pay 18% no

BALL Corp (BALL): Todd A. Penegor 40% no

Interactive Brokers Group, Inc. (IBKR): Thomas Peterffy (Founder/Chair); 12% no; Milan Galik (CEO) 12% no; Earl H. Nemser (Vice Chair) 14% no

Founder and Chairman Thomas Peterffy holds approximately 75% of the total voting power

HCA Healthcare, Inc. (HCA): Nancy-Ann DeParle 11% no

PFIZER INC (PFE): Joseph J. Echevarria 18% no

GRACO INC (GGG): classified: Martha A. Morfitt (Lead Director) 21% no pay 32% no

WHIRLPOOL CORP (WHR): 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director)  80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes

pay 31% no

HUNTINGTON BANCSHARES INC (HBAN): David L. Porteous 11% no

HUNT J B TRANSPORT SERVICES (JBHT): James L. Robo (Lead Director) 13% no

RAMBUS INC (RMBS): classified: Charles Kissner (Chair) 15% no

Prologis, Inc. (PLD): George L. Fotiades (Lead Director) 12% no

Other stuff

ARCBEST CORP /DE/ (ARCB): Redomestication (Delaware to Texas) 67% yes

SHERWIN WILLIAMS CO (SHW): the dirty trick:

shareholder ability to call a special meeting 43%

25% Special Meeting Threshold 91% yes

Upcoming Annual Shareholder Meetings: May 2-May 9

Saturday, May 2, 2026

Berkshire Hathaway (BRK.A / BRK.B) – ~$1.0 Trillion | In-person (Omaha, NE)

Cincinnati Financial Corp. (CINF) – ~$20 Billion | In-person (Cincinnati, OH)

Monday, May 4, 2026

Eli Lilly and Company (LLY) – ~$830 Billion | Virtual | 3 SHPs

Bank of America Corporation (BAC) – ~$320 Billion | Virtual

Aflac Incorporated (AFL) – ~$55 Billion | Virtual

Data Breach 6/12/25: Aflac first identified suspicious activity on its network

On the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.

By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.

The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:

Full names and home addresses.

Social Security numbers (SSNs) and Tax ID numbers.

Dates of birth.

Driver’s license and passport numbers.

Medical insurance claims and dates of service.

The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.

There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.

This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.

Tuesday, May 5, 2026

American Express Company (AXP) – ~$175 Billion | Virtual

Bristol Myers Squibb (BMY) – ~$110 Billion | Virtual

Suncor Energy Inc. (SU) – ~$50 Billion | Virtual

Wednesday, May 6, 2026

PepsiCo, Inc. (PEP) – ~$235 Billion | Virtual | 2 SHPs

Philip Morris International Inc. (PM) – ~$155 Billion | Virtual

Thursday, May 7, 2026

United Parcel Service, Inc. (UPS) – ~$125 Billion | Virtual

Duke Energy Corporation (DUK) – ~$85 Billion | Virtual

Norfolk Southern Corporation (NSC) – ~$60 Billion | Virtual

Eastman Chemical Company (EMN) – ~$11 Billion | Virtual

Friday, May 8, 2026

AbbVie Inc. (ABBV) – ~$350 Billion | Virtual

Union Pacific Corporation (UNP) – ~$145 Billion | Virtual

Colgate-Palmolive Company (CL) – ~$85 Billion | Virtual

Illinois Tool Works Inc. (ITW) – ~$75 Billion | Virtual

THE BIG VOTE

AFLAC

AGM Date: May 4, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

Ownership

Institutional voting power

J&A Alliance Holdings Corporation 20%

Vanguard 4%

BlackRock 3%

CEO/Chair Daniel Amos 1.3%

Performance outliers:

Overall: .516

EBITDA .603

.

Carbon .830

.

TSR .517

.

Controversies .672

.

Board stuff

Committees

Audit & Risk (a)

Compensation (c)

Corporate Governance (n)

Finance & Investment (f)

Corporate Development (d)

Corporate, Social Responsibility & Sustainability (s)

Executive (e)

FFA Skills (Non-Executive DIrectors)

Economics and Accounting 24%

Food Production 6%

Computers and Electronics 6%

Administrative 5%

Mathematics 5%

Proxy Skills

Paragraph 2 of LD Bowers letter: “The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours.”

DIGITAL/CYBERSECURITY EXPERIENCE: Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation, and policy.

NO

W. PAUL BOWERS: former CEO/Chair Georgia Power (2011-2021)

ARTHUR R. COLLINS: Founder/Chair theGROUP, a government relations and strategic communications consulting firm, since 2011

MIWAKO HOSODA: Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of health

Maybe

GEORGETTE D. KISER: former CIO The Carlyle Group (2015-2019)

KAROLE F. LLOYD: CERT Certificate in Cybersecurity Oversight; CPA and retired as vice chair and regional managing partner for Ernst & Young

Audit and Risk Committee

Maybe

Karole F. Lloyd (Chair)

Georgette D. Kiser

No

W. Paul Bowers

Joseph L. Moskowitz, EVP Primerica, Inc., an insurance and investments company, from 2009 until 2014

Tim Callahan SVP, Global Security, Chief Security Officer; joined in 2014

Education

Excelsior College (University of the State of New York): BS, Liberal Studies 1992 – 1995

Community College of the Air Force: AS, Resource Management, 1986 – 1988

Gender Power Gap -12%

Other

Data Breach 6/12/25: Aflac first identified suspicious activity on its network

On the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.

By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.

The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:

Full names and home addresses.

Social Security numbers (SSNs) and Tax ID numbers.

Dates of birth.

Driver’s license and passport numbers.

Medical insurance claims and dates of service.

The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.

There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.

This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.

DIRECTORS

DANIEL P. AMOS, 74/1983/m Ef 39%

Chair/CEO (1983-)

Public Company Boards

Synovus Financial Corp. (2001-2011)

Southern Company (2000-2006)

Votes Against Last AGM: 3% no

W. PAUL BOWERS, 69/2013/m aDse 14%

Lead Non-Management Director; Former Chair/CEO, Georgia Power Co.

Public Company Boards

Chair, Exelon Corporation (since 2021, Chair since 2025): Audit Committee (since 2022, Chair since 2023); Corporate Governance Committee (since 2022)

Other Board or Leadership Positions, Professional Memberships or Awards

Brand Industrial Holding, Inc. (since 2019): Audit Committee Chair (since 2019)

Chair, Atlanta Committee for Progress (2016)

Nuclear Electric Insurance Ltd. (since 2009): Chairman (2017-2019)

Board of Regents of the University System of Georgia (2014-2018)

Federal Reserve Bank of Atlanta’s Energy Policy Council (2008-2018)

Votes Against Last AGM: 2% no

ARTHUR R. COLLINS, 66/2022/m nS 5%

Founder/Chair, theGROUP

Public Company Boards

KB Home (since 2020): Nominating Committee (since 2023); Compensation Committee (since 2022)

RLJ Lodging Trust (since 2016): Compensation and Nominating Committees (since 2016)

Other Board or Leadership Positions, Professional Memberships or Awards

Member, Council on Foreign Relations (since 2023)

Member, Ford’s Theatre Board of Trustees (since 2023)

Member, Smithsonian’s National Museum of Asian Art Board of Trustees (since 2022)

Vice Chair, Brookings Institution Board of Trustees (2014-2023)

Member, Economic Club of Washington, D.C. (since 2012)

Chairman, Morehouse School of Medicine Board of Trustees (since 2009)

Member, Meridian International Center Board of Trustees (2009-2017)

Chairman, Florida A&M University Board of Trustees (2001-2003)

Votes Against Last AGM: <1% no

MICHAEL A. FORRESTER, 58/2025/m f 1%

Former CEO, Copper Rock Capital Partners

Other Board or Leadership Positions, Professional Memberships or Awards

Nuveen Funds (a TIAA Company) (since 2024): Investments Committee (since 2024); Compliance Committee (since 2024); Open-End Funds Committee; Chair (since 2024)

TIAA-CREF Funds (2007-2023): Investments Committee (2013-2023); Operations Committee (2008-2013; 2016-2022); Nominating and Governance Committee (2011-2023; Chair 2017-2023); Audit and Compliance Committee (2007; 2014-2015; 2022-2023); Corporate Governance and Social Responsibility Committee (2007-2016)

Investment Company Institute’s Independent Directors Council for independent fund board directors (since 2020): IDC Governing Council (since 2020); Governance Committee (since 2025)

 Votes Against Last AGM: <1% no    

MIWAKO HOSODA, 56/2023/f s 1%

Professor, Seisa University

Other Board or Leadership Positions, Professional Memberships or Awards

Board of Directors, The University of Tokyo, New York Office, Inc. (since 2023)

Board of Directors, Brain Injury Caring Communities Society (2017-2020), President (since 2023)

Representative Director, Inclusive Action For All (since 2020)

Vice president, Asia Pacific Sociological Association (since 2021); President (2017-2020)

Board of Trustees, The Japanese Foundation for Cancer Research (2015-2021)

Votes Against Last AGM: <1% no

THOMAS J. KENNY, 62/2015/m dsF 1%

Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset Management

Other Board or Leadership Positions, Professional Memberships or Awards

Apeel Sciences (since 2025)

Nuveen Funds (a TIAA Company): Co-Chair (2024); Closed-End Funds Committee (since 2025); Dividend Committee (since 2025); Executive Committee, Chair (since 2024); Investment Committee (since 2024); Compliance Committee (since 2024); Nomination and Governance Committee (since 2024); Open-End Funds Committee (2024)

ParentSquare (since 2021)

TIAA-CREF Board of Trustees, Chairman (2017-2023)

TIAA-CREF Fund Complex: Executive Committee, Chair (2017-2023); Investment Committee (2011-2023); Audit and Compliance Committee (2018-2023); Nominating and Governance Committee (2017-2023); Ad Hoc CREF Special Projects Committee (2020-2023)

Votes Against Last AGM: <1% no

GEORGETTE D. KISER, 58/2019/f ac 8%

Former Managing Director and CIO, The Carlyle Group

Public Company Boards

Jacobs Engineering (since 2019)

Adtalem Global Education (since 2018)

NCR Voyix Corporation (formerly NCR Corporation) (2020-2024)

Other Board or Leadership Positions, Professional Memberships or Awards

Brown Advisory Board mutual fund (since 2022)

Votes Against Last AGM: 1% no

KAROLE F. LLOYD, 67/2017/f Adef 4%

Former Ernst & Young LLP audit partner

Public Company Boards

Churchill Downs Incorporated (since 2018): Audit Committee (since 2018, Chair since 2019); Nominating and Governance Committee (since 2020)

Other Board or Leadership Positions, Professional Memberships or Awards

CERT Certificate in Cybersecurity Oversight

The University of Alabama President’s Advisory Council (since 2003)

The University of Alabama Board of Visitors for the Commerce and Business School (since 2001)

Atlanta Symphony Orchestra Board of Directors (since 2010)

Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee (2009-2016)

Votes Against Last AGM: <1% no

NOBUCHIKA MORI, 69/2020/m nf 6%

Representative Director, Japan Financial and Economic Research Co. Ltd.

Other Board or Leadership Positions, Professional Memberships or Awards

Center on Japanese Economy and Business (CJEB) Professional Fellow (2018-2021)

Votes Against Last AGM: <1% no

JOSEPH L. MOSKOWITZ, 72/2015/m aCde 9%

Former EVP, Primerica, Inc.

Other Board or Leadership Positions, Professional Memberships or Awards

Fellow, Society of Actuaries (since 1979)

Member, American Academy of Actuaries (since 1979)

Votes Against Last AGM: 2% no

KATHERINE T. ROHRER, 72/2017/f cNe 11%

Vice Provost Emeritus, Princeton University

Other Board or Leadership Positions, Professional Memberships or Awards

Emory University Board of Trustees (2008-2022): Academic Affairs Committee (Chair 2013-2020); Executive Committee (2012-2022); Finance Committee (2014-2020)

Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now “Arm in Arm”); and Dryden Ensemble

Votes Against Last AGM: 2% no

SAY ON PAY

4% NO 2025

CEO Pay Ratio 396:1

Personal Use of Company Aircraft $169k; Security Services $274k

Adjusted Earnings per share 2024 $7.39

Set target (100%) to $6.36 in 2025 and maximum (200%) at $7.05

Others easier: New Annualized Premium, Net Earned Premium, Net Investment Income

CEO target at 250%: earned 441%

TSR modifier for LT: 

25th percentile or lower 0.80x

Between 25th and 75th percentile 1.00x

From time to time, we have granted supplemental awards in the form of RSUs to incentivize achievement of strategic objectives, recognize major milestones, or secure leadership stability. NEO Miller $1M

SHPs

 Independent Board Chairman/John Chevedden

Matt

The Daniel Amos show…

43 year tenure, 39% influence

Owns 1.6% of voting shares, 0.5% of shares, so high ownership for a non founder CEO

Two key metrics from Free Float

91% of the board comes from one specific board community group

121 members of the community, 41 companies

Other companies with >50% of board from same community group as Aflac:

AFLAC INCORPORATED

ATLAS AIR WORLDWIDE HOLDINGS, INC.

BIGBEAR.AI HOLDINGS, INC.

F45 TRAINING HOLDINGS INC.

FIREFLY AEROSPACE INC.

REDWIRE CORPORATION

SPIRIT AEROSYSTEMS HOLDINGS, INC.

SPIRIT AIRLINES, LLC

SPIRIT AVIATION HOLDINGS, INC.

Sun Country Airlines Holdings Inc

THE HAIN CELESTIAL GROUP, INC.

VIASAT, INC.

Most similar companies in the list: F45 Training and Spirit Airlines

F45 is a penny stock after losing 99% of its value, being sued by celebrities for unpaid fees, overindebtedness, and mass closures to avoid bankruptcy

Spirit declared bankruptcy twice and is now likely to be bought by the government

66% of directors tagged as “Deferential” to the CEO

Deference - how likely is a director to defer to management vs. investors?: 

Money: pay on this board exceeds any others, director earned more money under this CEO vs. any others, director’s largest equity position is at this company vs others

Power: director surrounded by more connected directors, board is the “most prestigious”

Relationship dynamics: demographic similarities with management, connections in common, interlocks with CEO, core knowledge gap between directors and CEO

Career: director picked by CEO, CEO is chair

Overall: we flag a number of data points that would suggest it’s in a director’s best interests to side with the CEO and not dissent from management - and based on the number of flags, we tag company boards as highly deferential, deferential, or limited/not deferential

Of 122 US financial large caps, 34 have highly deferential boards, 16 are deferential, and 72 are limited or not deferential to the CEOs / management

Aflac is tagged as deferential

So this is a deferential board almost entirely from a single community - and we know which one

Hotlanta board

For a company this size, would you expect such a director concentration in Atlanta?

Rohrer: Emory board of trustees

Moskowitz: ex EVP Primerica (insurance), based in Duluth GA

Lloyd: Atlanta Symphony Orchestra Board, Atlanta Chamber of Commerce Board

Kiser: NCR Voyix Corp board (2020-2024), headquartered in Atlanta

Collins: Morehouse School of Medicine board of trustees, based in Atlanta

Bowers: ex CEO Georgia Power, Fed Reserve Atlanta, Atlanta Committee for Progress, board of regents of UGA

Amos: Aflac for more than 40 years in Columbus Georgia, ex Synovous board of directors (2001-2011, based in Atlanta), ex Southern Company board (2000-2006, based in Atlanta)

Other directors:

Japan: Mori, Hosoda

Nuveen and TIAA CREF: Forrester, Kenny

… that lead to stagnant revenue, big buybacks, and The Breach…

In December 2025, Aflac Incorporated (Aflac) disclosed that the personal information of 22.65 million individuals was leaked after it was stolen in a June 2025 breach. The information reportedly included Social Security numbers, health information, and insurance claims data, and impacted customers, beneficiaries, employees, and agents.

This was a known outcome

Other insurers have been targeted over and over: United Healthcare breach in 2023, Change Healthcare breach (193m people)

And multiple directors have directly overseen it in the last 3 years

Georgette Kiser on the board of NCR Voyix during ransomware attack

Kenny and Forrester both at TIAA CREF during the MOVEit attacks

According to their own peer group choices, Aflac is 31st percentile for revenue, 26th for assets, but 77th for market value - basically they’re overvalued and underperforming

… with a board that lacks the Skills to do anything…

Between 2024 and 2025, Hosoda also got Digital/Cybersecurity Experience added - “Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation and policy.”

Between 2025 and 2026 Hosoda also got “Operations Experience” (“Provides valuable senior executive experience and organizational management perspective relevant to management and operations”)

Hosoda is a professor at SEISA university in Japan

Bio is a word for word copy, no new positions

Karole Lloyd ALSO got Digital/Cyber added between 2023 and 2024

She’s an accountant from EY

She added to her “Professional Memberships or Awards” CERT Certificate in Cybersecurity Oversight

It’s an NACD certification, costs $3,995 for NACD members - has an 86 page handbook covering incident response, emergine tech, AI, cloud, supply chain risk, ransomware, reporting, how to build a relationship with the CIO… 

This is classic skills matrix management - director gets a 2 hour training on terms, gets the skill - incident happens, but there’s no LIVED or TRUE experience on the board

Free Float board knowledge: only ONE director, Kiser, has any background knowledge in computers/tech or public safety as an ex CIO and background in aerospace - the others listed with digital/cyber backgrounds have no obvious explanation

Which means this is a board in need of refreshment from Amos.

Separate CEO and chair - SHP

But you have a board wide problem with director votes - the stock has gone up despite stagnant revenue, the buybacks and dividends grease the investor wheel, and 64% of the directors all are Atlanta or Atlanta adjacent pocketed by Amos, the 40+ year leader of Aflac… so what do you do?  Do you vote NO on everyone despite your returns?  Do you pick a different person to target?

Bowers on the board 12 years, part of the Hotlanta crew, 14% influence, supposed to be “lead director”

Rohrer is nom chair on a board that just selects Atlanta based directors

Do you vote out just the “same community” directors or the most deferential?

This is a system problem: stock goes up, management greases investors, directors insulated by their deep ties to management

If it’s up to me, I vote to give Amos a boss (separate chair and CEO) and vote NO on Bowers (no LID should have >10 year tenure), then slowly disintegrate the Hotlanta focus

That’s the Proxy Countdown for the week of April 27, 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

This is Proxy Countdown. Welcome to the big show for the week of April 20, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:

Tim Cook changes chairs at Apple

While Corrie Barry loses hers at Best Buy

Activist investors raise the Sackler Sucks flag at Ingles Markets

Shareholders love mergers but hate merger pay

And on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo

Trade Wire

Top Stories:

30 Filings since April 16

The headlines

Apple Inc. (AAPL):

Tim Cook transitioning to Exec Chair

John Ternus promoted to CEO and director

Art Levinson, current Chair (2011-), will become Lead Independent Director

NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGM

SOUTHERN COPPER CORP/ (SCCO)

CEO Oscar Gonzalez Rocha passed away

appointed director Leonardo Contreras Lerdo de Tejada as interim CEO

BEST BUY CO INC (BBY)

Jason Bonfig promoted; succeeding Corie Barry

Corie barry leaving board

David W. Kenny stays as chair

Corie Barry will remain employed as a strategic advisor in a non-executive officer role for six months: base salary will decrease to $1,000,000, will remain eligible for a pro-rated payout of her short-term incentive award for the portion of fiscal 2027 in which she served as CEO, LT equity will continue to vest, and she will remain eligible for executive-level employee benefits

Lululemon names former Nike exec Heidi O'Neill as CEO

Golden hello: $7M equity, $2M cash

Lululemon board: 7 of 11 F

Chair Martha Morfitt

Committees:

Audit: 2 of 3 F, including chair

Nomination: 3 of 5

Pay: 3 of 5 F, including chair

Also: CFO, Chief Merchandising Officer, Chief People & Culture Officer, Chief Legal and Compliance Officer, Chief Brand & Product Activation Officer

‍ ‍

Down to 2F

Stupid money

CrowdStrike Holdings, Inc. (CRWD): special equity award to president Michael Sentonas: target $42M, max $84M

Expedia Group, Inc. (EXPE): golden hello for new CFO Derek Andersen: $2.5M cash; $17M equity; relocation benefits: $30k per month for 13 months for rent, $325k Home Sale Assistance, 3 RT flights for him and family

there have been several reports recently linking activist investor pressure to the departure of Snap’s CFO, Derek Andersen. The timing and the surrounding circumstances strongly suggest he was part of a broader "clean slate" maneuver triggered by activist demands 

Lululemon names former Nike exec Heidi O'Neill as CEO: Golden hello: $7M equity, $2M cash

MASCO CORP /DE/ (MAS): Jai Shah, Masco’s Group President, Plumbing and Wellness golden parachute ~$5.5M

REGAL REXNORD CORP (RRX): Aamir Paul will succeed Louis V. Pinkham as CEO: $8.75M golden hello, $575K cash

Dumb stuff

CARPENTER TECHNOLOGY CORP (CRS): appointed COO Brian J. Malloy to board as Class III director, with a term ending at the Company’s 2028 meeting

PROXY CAGE MATCH

Ingles Markets issued an open letter to shareholders amid an active proxy fight, urging votes for its two nominees, Rebekah Lowe and Dwight Jacobs.

The company is strongly opposing activist nominee Rory Held, arguing his ties to the Sackler family create conflicting loyalties and potential fiduciary conflicts if elected.

Activist Investor Summer Road said: "Our independent director candidate, Rory A. Held, is not a member of the Sackler family and has never worked with Purdue Pharma."

Ingles said: But, in a time when public records are available to anyone, Summer Road and Rory Held can run, but they cannot hide – although they have tried. Summer Road has accused Ingles of not understanding public company governance. However, Ingles understands public company governance just fine”

And:

Rory Held’s Loyalties Are Owed to the Sacklers, Including the Former Co-Chairman of the Purdue Pharma Board of Directors.

Rory Held is Deeply Intertwined with the Sackler Family Trusts Used to Hold Funds Salvaged from the Purdue Pharma Bankruptcy.

As a Trustee for Several Sackler Family Trusts, Rory Held Has Legal Duties of Loyalty to the Sackler Family – These Duties Don’t Disappear Even if He Serves on the Ingles Board.

Summer Road Has Hidden Rory Held’s Years of Service and Loyalty to the Sacklers from Ingles and Ingles Shareholders.

And in my favorite proxy cage fight headline of the week happening at the company Radcom: “Value Base has joined forces with the late founder’s children in efforts to oust the chairman and most of the board, including the late founder’s second wife.”

VOTE RESULTS TABLE 

April 16-April 23

 33 meetings at large market caps

 total SHPs: 13

4 at Adobe

Act by Written Consent:

SYNOPSYS INC (SNPS): 40% yes

TEXAS INSTRUMENTS INC (TXN): 45% yes

BOEING CO (BA): 39% yes

excessive golden parachutes

HUMANA INC (HUM): 41% yes

ADOBE INC. (ADBE):  8% yes

Despite 49.5% NO on pay

independent board chair

PPG INDUSTRIES INC (PPG): 32% yes

2 Hate SHPs continue to suck

  7 pay over 10% NO

ADOBE INC. (ADBE): 49.5% no

Pay Committee

Amy Banse (Chair): 15% no

Cristiano Amon: 4% no

Melanie Boulden: 4% no

David Ricks: 5% no

excessive golden parachutes SHP: 8% yes

Bank of New York Mellon Corp (BK): 45% no

Pay Committee

Elizabeth E. Robinson, Chair: 7% no

M. Amy Gilliland: 4% no

Jeffrey A. Goldstein: 5% no

K. Guru Gowrappan: 4% no

Ralph Izzo

Broadcom Inc. (AVGO): 34% no

Pay Committee Chair Harry You: 26% no

Special meetings:

Warner Bros. Discovery, Inc. (WBD): Special: Merger 99% yes; pay 83% no

DigitalBridge Group, Inc. (DBRG): Special: Merger 97% yes; pay 77% no

Directors

  23 over 10% 

SMITH A O CORP (AOS): dual class: class A 6 dirs 100%; common: Christopher L. Mapes 36% no; Dr. Ilham Kadri 52% no

In accordance with the Company’s Director Resignation Policy, Dr. Kadri tendered to the Nominating and Governance Committee an offer of resignation from the Board, subject to a determination of the Board whether to accept the offer of resignation. Following the tender of offer of resignation by Dr. Kadri and in accordance with the Policy, the Committee (with Dr. Kadri recusing herself) considered the offer of resignation at a meeting on April 14, 2026. Based upon, among other things, the skills and qualifications of Dr. Kadri to be a member of the Board, her past contributions to the Board, and the belief that the “withheld” votes for Dr. Kadri, who is a highly valued member of the Committee, were primarily reflective of stockholder views regarding the Company’s dual class capital structure and not because of any specific objection to Dr. Kadri, the Committee recommended that the Board reject the offer of resignation. At a meeting of the Board on April 14, 2026, the Board (with Dr. Kadri recusing herself) reviewed and considered the Committee’s recommendation and, based on the recommendation of the Committee and its reasons for the recommendation, unanimously rejected the offer of resignation of Dr. Kadri.

Super Micro Computer, Inc. (SMCI): classified: Charles Liang (CEO/Chair) 16% no; Tally Liu 29% no; Sherman Tuan 39% no

Broadcom Inc. (AVGO): Harry L. You 26% no

ADOBE INC. (ADBE): Frank Calderoni 12% no; Amy Banse 15% no; Daniel Rosensweig 31% no

Other stuff

Texas Capital Bancshares: Redomestication (Delaware to Texas): 55% NO

Subject to stockholder approval of the Texas Redomestication Proposal, the Board is requesting that stockholders provide their approval to raise the ownership threshold to submit shareholder proposals from the current level provided under SEC Rules to three percent (3%) (or$1M) of the outstanding shares: 87% no

Even the "procedural" Proposal 6 failed (31.08%), meaning shareholders didn't even want to give management extra time to lobby for the other failing items: 69% no

Upcoming Meetings (April 27-May 1)

Upcoming Annual Shareholder Meetings: April 2026

Company Name

Meeting Date

Market Cap

Genuine Parts Company

April 27, 2026

$20.6 Billion

Wells Fargo & Company

April 28, 2026

$284.9 Billion

Constellation Energy Corp

April 28, 2026

$68.2 Billion

Corteva Inc.

April 28, 2026

$41.3 Billion

Exelon Corporation

April 28, 2026

$36.7 Billion

The Coca-Cola Company

April 29, 2026

$271.4 Billion

Ameriprise Financial, Inc.

April 29, 2026

$47.2 Billion

THE BIG VOTE

WELLS FARGO

AGM Date: April 28, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

Ownership

Institutional voting power

Vanguard 10%

BlackRock 9%

Fidelity 6%

Performance outliers:

Overall: All between .214 and .320

EBITDA .

.

Carbon .

.

TSR .

.

Controversies .

.

Board stuff

Committees

Audit (a)

Human Resources (c)

Governance & Nominating (n)

Finance (f)

Risk (r)

FFA Skills (Non-Executive DIrectors)

Economics and Accounting 23%

Mechanical 15%

Building and Construction 5%

Public Safety and Security 5%

Proxy Skills

Gender Power Gap -17%

Other

Top 6 influencers are men with aggregate 72%

DIRECTORS

Steven D. Black 73/2020/m fnc 10%

Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan

Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. 

Votes Against Last AGM: 3% no

Mark A. Chancy 61/2020/m af 3%

Former Vice Chair, SunTrust Banks

Prior Public Company Directorships: EVO Payments, Inc.

Votes Against Last AGM: 2% no

Theodore F. Craver, Jr. 74/2018/m Afn 9%

Former Chair/CEO, Edison International

Other Current Public Company Directorships: Duke Energy Corporation (Independent Chair, corporate governance committee chair; compensation and people development committee)

Prior Public Company Directorships: Edison International; Health Net, Inc.

Votes Against Last AGM: 3% no

Richard K. Davis 68/2022/m Nr 8%

Former CEO, Make-A-Wish America; Former CEO/Chair, U.S. Bancorp

Other Current Public Company Directorships: Mastercard Incorporated (human resources and compensation committee chair; nominating and corporate governance committee); Dow Inc. (and its predecessor entities) (Lead Director; audit committee chair; corporate governance committee)

Prior Public Company Directorships: Xcel Energy; U.S. Bancorp

Votes Against Last AGM: 2% no

Fabian T. Garcia 66/2024/m f 4%

Global President, Personal Care, Unilever PLC 

Prior Public Company Directorships: Arrow Electronics, Inc.; Kimberly-Clark Corporation; Revlon, Inc.

Votes Against Last AGM: 2% no

Wayne M. Hewett 61/2019/m Fcr 11%

Senior Advisor, Permira; former CEO, Klöckner Pentaplast Group and Arysta LifeScience Corporation

Other Current Public Company Directorships: The Home Depot, Inc. (leadership development & compensation committee chair; audit committee); United Parcel Service, Inc. (audit committee); Resolute Holdings Management, Inc. (audit committee)

Other Leadership Service: Cambrex Corporation (Board Chair); Quotient Services (Board Chair)

Votes Against Last AGM: 5% no

CeCelia G. Morken 68/2022/f an 6%

Former CEO, Headspace; former EVP, Intuit

Other Current Public Company Directorships: Genpact Ltd (audit committee; compensation committee)

Prior Public Company Directorships: Alteryx, Inc.

Votes Against Last AGM: 3% no

Maria R. Morris 63/2018/f Rc 3%

Former EVP and Head, Global Employee Benefits business, MetLife

Other Current Public Company Directorships: S&P Global Inc. (nominating and corporate governance committee chair; executive committee; finance committee); The Allstate Corporation (compensation and human capital committee; nominating, governance, and social responsibility committee)

Votes Against Last AGM: 4% no

Felicia F. Norwood 66/2022/f r 0%

Chief Health Benefits Officer, Elevance Health, Inc.

Prior Public Company Directorships: Hill-Rom Holdings

Votes Against Last AGM: 2% no

Ronald L. Sargent 70/2014/m Can 15%

Chair/former Interim CEO, The Kroger Co.; Former CEO/Chair, Staples, Inc.

Other Current Public Company Directorships: Five Below, Inc. (compensation committee chair; nominating & governance committee); The Kroger Co. (Board Chair)

Prior Public Company Directorships: Staples, Inc. (Board Chair); Home Depot, Inc.; Mattel, Inc.

Votes Against Last AGM: 10% no

Charles W. Scharf 61/2019/m 19%

Chair (2015-)/CEO (2019-), Wells Fargo; former CEO/Chair The Bank of New York Mellon Corporation; former CEO Visa

Other Current Public Company Directorships: Microsoft Corporation (compensation committee; governance & nominating committee)

Prior Public Company Directorships: The Bank of New York Mellon Corporation (Board Chair); Visa, Inc.

Votes Against Last AGM: 2% no

Suzanne M. Vautrinot 66/2015/f r 7%

President, Kilovolt Consulting, Inc.; former Major General and Commander, U.S. Air Force, Air Forces Cyber and Air Force Network Operations 

Other Current Public Company Directorships: CSX Corporation (audit committee; governance committee); Ecolab Inc. (safety, health & environment committee chair; audit committee); Parsons Corporation (corporate governance & responsibility committee chair; audit and risk committee)

Prior Public Company Directorships: NortonLifeLock Inc.

Votes Against Last AGM: 3% no

SAY ON PAY

8% NO 2025

CEO Pay Ratio 1,152:1; $94,522,642:$82,044

TSR

1-Year TSR

Absolute TSR: 26%

Relative TSR: 25th percentile

Rank: 7 out of 9

3-Year TSR

Absolute TSR: 128%

Relative TSR: 46th percentile

Rank: 7 out of 12

5-Year TSR

Absolute TSR: 224%

Relative TSR: 64th percentile

Rank: 5 out of 12

Board approved total compensation:

$31.2 million for performance year 2024

$40.0 million for performance year 2025

special $60M equity award to CEO 

$9M retention cash award to Kleber Santos

Relative Return on Tangible Common Equity (ROTCE) Payout:    

25th percentile: 50%

50th percentile: 100%  

SHPs

Independent Chair, National Legal and Policy Center

Govern by Majority Vote, John Chevedden

Energy Supply Ratio, The Comptroller of the City of New York

Energy Supply Ratio 18% YES in 2025

High-Carbon Financing Litigation Risks, As You Sow

Board Committee on Indigenous Peoples’ Rights, American Baptist Home Mission Societies

Respecting Vendor Civil Liberties, Ridgeline Research/American Conservative Values ETF

2025 SHPs

Energy Supply Ratio 18% YES

Prevention of Workplace Harassment 15% YES

Respecting Indigenous Peoples’ Rights 12% YES

Congruency of Political Spending 11% YES

Matt

A Wells Fargo Blame game: shareholder proposal edition

National Legal and Policy Center

36 filing mentions in 2026

Shareholders request the Board of Directors (“Board”) of Wells Fargo & Company (“Wells Fargo” or “Company”) adopt as policy, and amend the governing documents as necessary, to require hereafter that that two separate people hold the office of Chairman of the Board (“Chair”) and the office of the Chief Executive Officer (“CEO”)

On July 29, 2025, the independent members of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”), consistent with the recommendation of the Human Resources Committee of the Board (the “HRC”), awarded Chief Executive Officer and President Charles W. Scharf a one-time equity award (the “Award”), consisting of Restricted Share Rights (“RSRs”) with a grant date value of approximately $30 million and 1.046 million Stock Options (“Options”).

On July 29, 2025, the Board approved and adopted the Company’s By-Laws (as amended and restated, the “By-Laws”), effective immediately. Among other things, the amendments remove the requirement that the Chairman of the Board be an independent director. The Board also amended the Company’s Corporate Governance Guidelines (the “Guidelines”) to, among other things, require a Lead Independent Director if the Chairman of the Board is not independent. Consistent with this change, the independent directors of the Board intend to appoint Mr. Scharf as Chairman of the Board, and to appoint a Lead Independent Director of the Board.

WHO DO YOU BLAME?

If you’re voting for this SHP, you HAVE TO CONSIDER voting against the people who adjusted the bylaws in 2025 to recombine the CEO/chair role, right?  The people made the decision:

Chair Steven Black

Relinquished his role - was chair

And no wonder - Black worked at JPM with Scharf, they were both CEOs of divisions - and Black was added to the board BY Scharf

Black by far the highest paid director both this year and last - over 600k in summary reported pay, high even for a chair, with realized pay much greater

Black on the human resources committee of the board

The ENTIRE board

The ENTIRE BOARD was present for the switch - there are no new members

The board response includes this line: “Unless the Board Chair is independent, our Corporate Governance Guidelines require the annual selection, by the Board’s independent directors, of a Lead Independent Director, whose key responsibilities are described in our Corporate Governance Guidelines”

They are using as a justification for rejecting the separation of CEO and Chair the governance language they themselves added last year - like saying “we’re just following the rules” right after you set the rules

Charlie Scharf

Went from 19% influence to 24% influence with the chair change, and oddly it came at the expense of Ronald Sargent (from 15 to 14) and Wayne Hewett (from 11 to 10) while HELPING Steven Black (from 10 to 11)

This was pure power consolidation for the CEO - side-moting Black, his friend, and taking another role himself effectively consolidated power between himself and Black

Chairman and co-founder of NLPC Peter Flaherty

Who unironically is now running headlines about NLPC’s attempts to separate CEO and board chairs while being a CEO and board chair of his non profit

John Chevedden

239 filing mentions in 2026

Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws

Simple majority actually won already, but Wells Fargo didn’t actually have enough votes present at the meeting to meet the actual threshold required - Chevedden is demanding they adjourn the meeting and get enough votes present, to which Wells Fargo says it’s too expensive and hard

WHO DO YOU BLAME?

Investors

First, they don’t actually show up - the fact that over one fifth of investors don’t vote at all is laughable

Second, in 2024, the one remaining element that required a supermajority to overturn, the Local Directors clause in the by laws, got 78.7% instead of 80%

John Chevedden

I get the principled stand of majority voting for ALL amendment changes, but I’m unclear where and when the last remaining bylaw that requires supermajority ever is triggered

The “Local Directors” clause states:

If the company buys >50% of voting stock of a financial institution AND if the company explicitly agrees to abide by the Local Directors bylaw, Wells Fargo then HAS to cast its votes such that 75% or more of the subsidiary board of directors are residents of the city where the subsidiary is headquartered

The bylaw generally exists to support local banks from massive institutional takeover, even though it has a supermajority requirement for overturning

I’m not exactly sure why anyone cares about this?  Is this just a copy/paste?  The investor downside is no control over a local bank (which, OK, fine) but the control is in favor of a community over profit (which, yes, good?) and a smaller, parochial talent pool (which, so??)

It’s a Wonderful Life

If you sided with Potter - profit over community - this is the George Bailey clause

The Comptroller of the City of New York

11 filing mentions in 2026

Shareholders request Wells Fargo & Company (“Company”) disclose annually its Energy Supply Ratio (“ESR”), defined as its total financing through equity and debt underwriting, and project finance, in low-carbon energy supply relative to that in fossil-fuel energy supply. The disclosure, prepared at reasonable expense and excluding confidential information, shall describe Company’s methodology, including what it classifies as “low carbon” or “fossil fuel.” Company should include lending in its ESR if methodologically sound

At least second time in as many years for this proposal - basically it’s a request for how much fossil fuel funding relative to renewable funding the bank does

17% support in 2024, which is not nothing - and honestly, doesn’t the bank have this information handy?

WHO DO YOU BLAME?

The 2021 Wells Fargo board

From the 2021 proxy: On March 8, 2021, Wells Fargo announced a major step in our efforts to support the transition to a low-carbon economy by setting a goal of net-zero greenhouse gas emissions – including our financed emissions – by 2050. To help meet this ambitious goal, Wells Fargo will, among other things, measure and disclose financed emissions for select carbon-intensive portfolios; set interim emission reduction targets; deploy more capital to finance climate innovation; and continue to work with our clients on their own emissions reductions efforts. Wells Fargo also will launch an Institute for Sustainable Finance to manage the deployment of $500 billion of financing to sustainable businesses and projects by 2030.

By the end of 2025, they were 53% of the way to the $500bn goal by double counting - 63% of their current financing toward the goal were jointly underwritten loans, so they raised much much less.

Wells Fargo was the first major US bank to abandon the net zero goal entirely and quit everything

If the board from 2021 hadn’t set such an ambitious greenwashy goal, this board wouldn’t have to deal with these proposals.  Oh, wait…

 Suzanne Vaturinot and Wayne Hewett

If you’re going to vote FOR this, don’t you also vote AGAINST the directors who helped make Wells Fargo less transparent, set overripe press-release-y goals, and scrap everything as soon as the tide shifted?

Black, Chancy, Craver, Hewett, Morris, Sargent Scharf, Vautrinot - 67% of the board today SET THESE TARGETS

Including TWO members today (Vautrinot and Hewett) who were on the three person now dead Corporate Responsibility committee

Fernando Rivas, head of Investment Banking

He doesn’t have one analyst who can spend 14 minutes preparing this?  He was awarded $16m in stock in 2024 - as much as Scharf was awarded in 2023 - and he can’t afford an Upworker to get this info?

They actually claimed in the response that BloombergNEF already OFFERS this ratio - does Fernando not have a Bloomberg account?

As You Sow

34 filing mentions in 2026

Shareholders request that Wells Fargo issue a report, at reasonable expense and excluding confidential information, that evaluates and describes the range of climate-related litigation risks associated with its financing of high-carbon activities

See above for the dissolution of climate targets entirely, but As You Sow is smart enough to put in cases relevant to the ask… sort of?  They cite ongoing cases and BNP Paribas and ING Bank, where plaintiffs Oxfam and Dutch activists are suing the banks - two EU banks with two EU activist orgs doesn’t exactly sound like a real likely outcome for Wells Fargo?

WHO DO YOU BLAME?

See above - all the same people, with one addition

American Baptist Home Mission Societies

1 filing mention in 2026

American Baptist is basically the nuns - religious groups for environmental and social justice

Shareholders request the Board of Directors of Wells Fargo & Company charter a new committee of independent directors on Indigenous Peoples’ Rights to oversee the Company’s management of actual and potential adverse impacts on Indigenous Peoples arising from its financing activities. This oversight should include general corporate and project-specific financing. The committee charter should authorize the committee to meet with affected Indigenous rights-holders, communities, employees, customers, and other relevant stakeholders, and to retain independent experts as needed

In January 2025, WFC disbanded the Corporate Responsibility Committee and “folded” it into the Governance & Nominating Committee

It had been a woman-only committee - Celeste Clark chaired (no longer on the board), CeCe Morken, Felicia Norwood (the one black person on the board), and Suzanne Vautrinot

The ask for an additional committee substantially duplicating what would have squarely fit in the existing committee that is now dissolved is headscratching, as WFC has shown it doesn’t care about stakeholders - but if you want to vote for this, you should be voting out the directors who made it necessary to create a new committee

WHO DO YOU BLAME?

Steven Black, then board chair

When Black was board chair, this would have been under his purview to dissolve the committee

Charlie Sharf

Nothing actually happens without CEO clearance

CeCe Morken, Felicia Norwood, and Suzanne Vautrinot

The members of the committee - that allowed themselves to be dissolved.  

Vautrinot also set Wells Fargo up for dissolving the committee in the first place - she was on the Corporate Responsibility committee when it set the lofty greenwashy goals in 2021, and sat on it all the way through dissolution

Committee was formed in January 2011

Ridgeline Research LLC / American Conservative Values ETF

49 and 61 filing mentions in 2026

Shareholders request the Board of Directors of Wells Fargo & Company conduct an evaluation and issue a report within the next year, at reasonable cost and excluding confidential information, assessing how the Company’s DEI requirements for vendors, suppliers, and contractors impacts Wells Fargo & Company legal, reputational, operational, and other relevant risks related to discrimination against individuals based on their race, color, religion (including religious views), sex, national origin, or political views

DEI!  

Ridgeline/American Conservative Values is run by William Flaig and is the only investment “research” firm I’ve seen with a “Political Research Consultant” listed among the leadership (three white dudes - Tom Carter, Don Irvine)

Three white dudes are asking WFC to issue a report on how having DEI requirements causes reputational risk of discrimination against white dudes and conservatives - standard conservative fare at this point, but… 

WHO DO YOU BLAME?

Felicia Norwood

She manages benefits at Elevance Health, is one of three board members without either financial services OR accounting/reporting experience per the filing’s self reported skills matrix - and the other two are the Hispanic man and another woman

She’s a black woman - definitionally, if you are FOR this proposal you are likely against black women in these roles given they are clearly not qualified

She was added in 2022, in the height of DEI fever

Richard Davis

Chair of the Governance Committee that ostensibly oversees this as an issue (governance, supplier relations) from the board since the Corporate Responsibility committee was dissolved

CEO of Make-A-Wish, which sounds woke

Ted Craver

On pure numbers, since we’re worried about the meritocracy and discrimination, Craver should fail:

337 overall batting average, including 094 career controversies average

8 human rights flags (which include issues related to discrimination), and in his tenure at the company he’s been flagged twice for being in the bottom quartile of TSR

He’s 74 years old with an 8 year tenure and 9% influence, is connected to 15% of the board and was tagged as being a “deferential director” - less likely to represent shareholders than management

Got an MBA but was CEO of a public utility, nothing in finance

Charlie Scharf

That’s the Proxy Countdown for the week of April 20, 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

A 100% increase in black female CEOs at Fortune 500 companies

The wild wild west of CFO transitions

Snap’s AI-branded mismanagement umbrella

Shareholder Proposals are becoming old-fashioned again

And on The Big Vote, Matt finally digs into wayward bandaids

Trade Wire

Top Stories:

30 Filings since April 8

The headlines

DOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive Chair

Karen is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA).

She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizations

Carter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officer

appointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot

8 CFO transitions

FEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successor

Corebridge Financial: Interim CFO received (i) a $750K special retention equity award and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.

Meta Platforms: directors Hock E. Tan and Tracey T. Travis are resigning

Hock, the CEO of Broadcom, lasted for only 2 years and bounced right after Meta said it agreed to deploy 1 gigawatt of custom artificial intelligence chips using Broadcom technology as part of a multi-gigawatt deal

Down to 2F

Meta

With Tracey T. Travis resigning, Meta’s board will–brace yourself–have only 2 female directors. But don’t worry they still have:

Dana White (domestic violence)

Tony Xu (Bro Culture allegations about DoorDash work culture

Marc Andreessen: leading anti-DEI voice in Silicon Valley: stating that the programs are "discriminatory against merit"

Peggy Alford was an executive at the Chan Zuckerberg Initiative

Zuck

Stupid money

TENET HEALTHCARE: Paola Arbour will retire from her role as CIO but will remain employed on a part-time basis in a non-executive role through April 1, 2028 to provide continuing transition services and support. Under the Agreement, Ms. Arbour will receive a weekly salary of $820. In addition, she will remain eligible to participate in the Company's medical, dental and prescription benefits, and will continue to vest and receive service credit under the Company’s Executive Retirement Account through April 1, 2028.

AeroVironment: Brad Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hour

Alphabet Inc.: equity awards for non-CEO NEOs: $130M total for 4 NEOs and an additional $22M "transition amount" following the discontinuation of the SVP Bonus program in 2025. 

MARSH & MCLENNAN: Mark McGivney was appointed COO and CFO and will get $10M golden hello equity award

PROXY CAGE MATCH

Snap plans to lay off 16% of its employees, around 1,000 people, citing “rapid advancements in artificial intelligence.”

Snap’s layoffs follow demands last month from Irenic Capital Management, an activist investor whose portfolio manager wrote a letter to the Snap CEO Evan Spiegel, calling on him to reduce costs and headcount while criticizing the company’s current strategy.

In Spiegel’s memo to staff, he claimed that the layoffs would move Snap towards profitability and suggested that artificial intelligence could fill the lack of human labor.

CarMax will add two members to its board following discussions with activist investor Starboard Value, which agreed to withdraw its director nominations ahead of the company’s annual shareholder meeting

The new board members will be Jim Kessler and William Cobb, the latter of whom was one of Starboard’s two nominees to the board

Investor services and proxy advisory company Institutional Shareholder Services (ISS) announced that it has filed a federal lawsuit aimed at challenging a new Indiana law – that has been replicated in several states – that would require proxy advisers to provide what it called “a regime of state-law mandated warnings” when recommending voting against company management. Essentially: a Pledge of Allegiance to the Anti-Woke

The new law, introduced and passed earlier this year, requires proxy advisors recommending votes against management policies to make disclosures to clients and to the company if the recommendation is not based on a “written financial analysis” that considers the short term and long term financial benefits and costs of the proposal, and if the analysis has been made, to make it available upon request

VOTE RESULTS TABLE 

 7 meetings market cap over $1 billion

 total SHPs: 2

LENNAR CORP

Equal Voting Rights for Each Share-John Chevedden 37% yes

Disclosure of Voting Results by Share Class-Treasurer of the State of Illinois 25% yes; used a Sonnenfeld paper to defend SHP 1

 1 pay over 10% NO

 COOPER COMPANIES: 10% no

Directors

 8 over 10% 

Biglari Holdings: whole board (including Sardar Biglari) averaged about 12% NO

Sardar Biglari owns 73%

LENNAR CORP

Jeffrey Sonnenfeld 19% no (HIGHEST)

Stuart Miller 14% no

Other stuff

Upcoming Meetings (April 20-24)

16 AGMs

2 special including KKR: as part of 12/31/26 sunsetting of KKR’s dual class shares: it can be done, people

7 of 14 companies have SHPs: 9 SHPs total

7 G

1 H

1 S: NC State Sen. Julie Mayfield at HCA Healthcare: report describing the healthcare consequences and impacts its hospital acquisitions in the last decade have had on impacted communities: including (i) the number of physician departures post-acquisition; (ii) a comparison of pre- and post-acquisition patient satisfaction ratings; (iii) a comparison of the number of staff per occupied beds pre- and post-acquisition

Company Name

Meeting Date

Market Cap

SHPs

Domino’s Pizza

April 21, 2026

$16.4B

2: GG

KKR & Co

April 21, 2026

$94.7B

Special: as part of 12/31/26 sunsetting of KKR’s dual class shares

Northern Trust Corp

April 21, 2026

$19.2B

0

U.S. Bancorp

April 21, 2026

$68.5B

0

PSE&G

April 21, 2026

$38.3B

0

MSCI Inc.

April 21, 2026

$43.6B

0

Fifth Third Bancorp

April 21, 2026

$26.8B

0

Sherwin-Williams

April 22, 2026

$92.4B

1: G

Levi Strauss & Co.

April 22, 2026

$8.2B

1: H

Johnson & Johnson

April 23, 2026

$578.3B

0: G

Pfizer Inc.

April 23, 2026

$162.5B

1: G

HCA Healthcare

April 23, 2026

$88.1B

2: SG: NC State Sen. Julie Mayfield

Warner Bros. Discovery

April 23, 2026

$21.4B

Special: Merger

Edison International

April 23, 2026

$31.9B

1: G

Abbott Laboratories

April 24, 2026

$204.7B

0

Stanley Black & Decker

April 24, 2026

$14.8B

1: G

THE BIG VOTE

JOHNSON & JOHNSON

AGM Date: April 23, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

Ownership

Institutional voting power

Vanguard 10%

BlackRock 8%

State Street 6%

Performance outliers:

Overall: .

Joaquin Duato .348

EBITDA .565

Mark McClellan .244

Carbon .664

Paula Johnson .127

TSR .490

Joaquin Duato .349

Controversies .288

Jennifer Doudna .017, Marillyn Hewson .041, Paula Johnson .074, Joaquin Duato .078

Board stuff

Committees

Audit (a)

Compensation & Benefits(c)

Nominating & Corporate Governance (n)

Regulatory Compliance & Sustainability (s)

Science & Technology (t)

Also: Finance (f) AND Special Committee – Orthopaedics Separation (o)

FFA Skills (Non-Executive DIrectors)

Economics and Accounting 16%

Law and Government 11%

Building and Construction 10%

Biology 8%

Mechanical 6%

Medicine and Dentistry 6%

Proxy Skills

Academia/Government: 7 out of 12

Digital: 4 out of 12

Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacy

Executive Leadership: 11 out of 12

Financial: 8 out of 12

Healthcare Industry: 8 out of 12

International Business/Strategy: 8 out of 12

Marketing/Sales: 5 out of 12

Regulatory: 8 out of 12

Science/Technology: 5 out of 12

Advanced scientific or technological degree and related work experience in a scientific or technological field

Gender Power Gap -9%

Board power: LD and CEO: 42%

DIRECTORS

Mary C. Beckerle, Ph.D. 71/2015/f St 4%

University of Utah, Distinguished Professor of Biology and Oncological Sciences

Other Public Company Boards: Exelixis (since 2024); Huntsman Corporation (since 2011)

Votes Against Last AGM: 3% no

Jennifer A. Doudna, Ph.D. 62/2018/f ns 5%

University of California, Berkeley: Principal Investigator, Doudna Lab; Founder, Innovative Genomics Institute; Nobel Prize Recipient in Chemistry (2020)

Other Public Company Boards:Tempus AI, Inc. (since 2024)

Votes Against Last AGM: 2% no

Joaquin Duato 63/2022/m F 25%

Chair/CEO

Other Public Company Boards: Hess Corporation (2019-2022)

Votes Against Last AGM: 8% no

Marillyn A. Hewson 72/2019/f Ncfo 17%

Lead Independent Director

Former CEO/Chair Lockheed Martin

Other Public Company Boards: Chevron Corporation (since 2021); Lockheed Martin Corporation (2012-2021)

Votes Against Last AGM: 3% no

Paula A. Johnson, M.D. 66/2023/f ns 3%

Wellesley College, President

Other Public Company Boards: Abiomed, Inc. (2020-2022); Eaton Vance Corp. (2018-2022); West Pharmaceutical Services (2008-2021)

Votes Against Last AGM: 2%

Hubert Joly 62/2019/m Ano 12%

Former CEO/Chair Best Buy

Other Public Company Boards: S&P Global, Inc. (since 2026); Ralph Lauren Corporation (2009-2025); Best Buy Co., Inc. (2012-2020)

Votes Against Last AGM: 3% no

Mark B. McClellan, M.D., Ph.D. 62/2013/m st 5%

Duke University: Director, Duke-Robert J. Margolis, MD, Center for Health Policy

Other Public Company Boards: Alignment Healthcare (since 2021); Cigna Corporation (since 2018)

Other affiliations: Director, Research! America; Chair, National Academy of Medicine, Consortium for Value and Science-Driven Healthcare; Director, National Alliance for Hispanic Health; Director, PrognomIQ, Inc.; Director, United States of Care; Co-Chair Guiding Committee, Health Care Payment Learning and Action Network

Votes Against Last AGM: 3% no

John G. Morikis 62/2025/m ac 14%

Former CEO/Chair Sherwin-Williams Company

Other Public Company Boards:General Mills, Inc. (since 2024); United Parcel Service, Inc. (since 2025); Whirlpool Corporation (since 2025)

Votes Against Last AGM: n/a

Daniel E. Pinto 62/2025/m aco 0%

COO JPMorgan Chase

Other Public Company Boards: none

Votes Against Last AGM: n/a

Mark A. Weinberger 64/2019/m aoS 7%

Chair/CEO Ernst & Young

Other Public Company Boards: JPMorganChase (since 2024); MetLife Inc. (since 2019); Saudi Aramco (since 2019); Accelerate Acquisition Corp. (2021-2022)

Votes Against Last AGM: 5% no

Nadja Y. West, M.D. 64/2020/f sto 4%

U.S. Army (retired) Lieutenant General

Other Public Company Boards: Nucor Corporation (since 2019); Tempus AI, Inc. (since 2024); Tenet Healthcare Corporation (since 2019)

Votes Against Last AGM: 3% no

Eugene A. Woods 61/2023/m Sc 5%

CEO Advocate Health

Other Public Company Boards: Best Buy Co., Inc. (2018-2024)

Votes Against Last AGM: 4% no

SAY ON PAY

9% NO 2025

Half of LT equity based on Relative TSR: “If TSR is negative, the percentage of target earned based on TSR performance is capped at 100%.”

CEO Total direct compensation 2023 to 2025: $21,634,615…$24,580,000…$27,142,000

Total summary: $24.3M 2024 to $32.8M in 2025

personal use of corporate aircraft of $161,687, and personal and home security services of $367,977

360 to 1 CEO pay ratio

SHP

Independent Board Chair, The Accountability Board

Human Rights Impact Assessment: 11% YES in 2025

Golden Parachutes: 5% YES in 2025

MATT:

SHOT CLOCK: 30 MIN

Stock

Up 52% 1Y, 44% 5Y

64th straight year of dividend increase

2024 PE was around 10x, now to 20x - spun Kenvue, went all in on bigger long term drug bets and shed “stability”

So if you’re basically betting the stock price and story on big future bets AND still selling the idea of “stability” with dividends but spun off the stable revenue generator of Kenvue, you have some new risk:

Dividend eats ability to make the big bets - short change the big bet costs for dividends to placate investors

Big bets eat dividends - you need the big bets to pay, if they don’t you take from investors to fund it

So you need a “big bet board”, right?  You need a board that knows the pipeline of drugs, values it properly balancing investor risk, and has a long view of the potential returns

Big bet board, or big friend board?

Drug company making big drug bets should probably have medicine/drug experts:

First thing worth noticing - why are 80% of the MD/PhD members of the board women, but only 41% of the board is women?

Men: Best Buy, Sherwin Williams, JPM, EY, Duke Professor of Medicine and Policy, Advocate Health (black man)

Women: Professor biology, professor biochemistry/biophysics, Lockheed Martin, president Wellesley (black woman), Army surgeon (black woman)

Marillyn Hewson only woman without a PhD, was CEO of Lockheed which is incongruous to JnJ

Does any one board encapsulate the gap between male board standards and female board standards better?

Here’s a game - guess who doesn’t have the skill:

If you guessed the CEO does NOT HAVE ADVANCED SCIENTIFIC DEGREE OR RELATED WORK EXPERIENCE, you’d be correct

Speaking of qualifications, here is the board skill requirements for a position:

“Have expertise and experience relevant to our business and the ability to offer advice and guidance to the CEO based on that expertise and experience.”

So explain John Morikis - who spend 40 years at Sherwin Williams and has no other experience

If CEO/leadership is his core value add, you kind find CEOs everywhere

Skills matrix give Morikis “Healthcare Industry” experience - he has board positions at UPS, General Mills, Whirlpool, and Chairman of the Board of Directors for University Hospitals Health System, Inc

UH is based in Ohio - where Morikis is from - and the qualifications to join the board is be rich and be from Ohio

It’s a fundraising gig conflated into Healthcare Industry experience for the skills matrix

All of Morikis’s other skills are marketing, international business, and finance - which accounts for virtually 70% of large cap US company board experience - the talent pool is massive

So then REALLY why Morikis?

Morikis on UH board with Chris Gorman from Keycorp who’s on Business Roundtable with Marrilyn Hewson

Morikis’s board member Jeff Fettig was on board of Dupont with… Marrilyn Hewson

Big friend LID? What’s the point of a retirement age when the LID Marrilyn Hewson says in the opening letter:

“Fostering innovation and continuing this level of performance requires the right mix of expertise and leadership on our Board. To that end, we are pleased to have elected two exceptional new Directors in 2025 — Daniel Pinto and John Morikis. I was personally inspired by the independent Directors' decision to extend my eligibility to serve on the Board for two years beyond the Company's retirement age. I will continue to prioritize engagement with our shareholders and solicit feedback as we strive to maintain the highest standards of governance for the Company.”

Power gaps

Committee Chairs:

Audit (man), Nom (only woman without a PhD/MD), Comp (man), Regulatory (man), Finance (man), Science (woman, and a five person committee with four women and the one dude PhD)

Fun with charts:

Joly considered “academic” for giving guest lectures at Harvard - the others are ACTUAL PROFESSORS

Brian Hemphill award for overboarding goes to…

CEO Duato: JNJ, Business Council, Business Roundtable, New Jersey CEO Council, Spain-US Chamber of Commerce (5 roles)

Mark McLellan (longest tenured director): Duke Center for Health director, professor, Alignment Healthcare, Cigna (public companies), Director Research! America, Chair National Academy of Medicine, Director National Alliance for Hispanic Health, Director PrognomIQ, Director United States of Care, Co-Chair Guiding Committee Health Care Payment Learning Action Network

Mark Weinberger: JM, MetLife, Saudi Aramco, Senior Advisor to Tanium, Senior Advisor to Stone Canyon Industries, Senior Advisor to Teneo, Director NBER, Director JUST Capital

Nadja West: Nucor, Tempus AI, Tenet Healthcare (public), Trustee Mount St Mary’s, Trustee National Recreation Foundation, Trustee Center for Naval Analysis, Trustee Olmsted Foundation

Overlap alert

EVERYWHERE - this board is so connected it’s impossible to list it all

Most not trying to hide it: 

Jennifer Doudna on Tempus AI with Nadja West

Hubert Joly CEO and chair of Best Buy when Eugene Woods was on board

GAME TIME

Verdict 1: This is not a big bet board

Yes, low tenure, yes power dispersion, but NO ONE WITH CORE SKILL has power here

This ia board’s board more than a future proof board - these are fiscal managers who are largely deferential to management and care more about stability than big twists

Verdict 2: This is traditional overpayer

Advanced metrics show them as overpaying atypical board - they’re paying Duato for eventual performance not current performance - revenue growth is steady but low, TSR is built on the back of eventual returns and PE expansion, not growth

Settling corporate problems (vaginal mesh, baby powder) and spinning off Tylenol isn’t a solution to the big bet future and not something you pay a CEO to do - pay jury verdicts (losing) and sell stable assets

Verdict 3: This board is too busy to pay attention anyway

VOTE:

NO on Marrilyn Hewson

Stop extending her as LID and ignoring the retirement age for a woman who’s core skill was manufacturing weapons and building connections in government and on boards - also on the pay committee

NO on Morikis

We need the board slot for director whose core skill is in drug big bets, not paint - also on the pay committee

NO on Woods and Pinto

Round out the pay committee with chair Eugene Woods and member Dan Pinto - if you don’t like pay, you vote against the committee that set the pay

NO on Pay

YES on the one shareholder proposal - independent board chair

There is principally zero reason for a CEO who’s been at the company for 30 years, who had bosses, to not need a boss now in the board.  He doesn’t have to be chair - he also was at the company on the pharma and consumer health businesses during vaginal mesh and baby powder problems, yeah?  Give him a boss.

That’s the Proxy Countdown for the week of April 13, 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 Kenvue BandAids

Trade Wire - BUY/SELL

TOP STORIES

proxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31

THE HEADLINES

Jeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violations

Shell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules.

Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee.

The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.”

His future at Paramount has been in question since the company beat Netflix  in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month.

Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M:

$5M Cash Severance ($3.5M salary + $1.5M bonus)

$11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M)

12 months of COBRA benefits COBRA/Subsidies ~$30,000

According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or of the Executive”

BP's new CEO Meg O'Neill began her stint on April 1st. She is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major.

Two OpenAI Execs Are Going on Medical Leave

The company’s chief marketing officer Kate Rouch is reportedly stepping down to recover from cancer.

And Fidji Simo, OpenAI’s CEO of artificial general intelligence development — and arguably one of the AI company’s most important cogs — is taking medical leave.

“For my entire time here, I’ve postponed medical tests and new therapies to stay completely focused on the job and not miss a single day of work”

DOWN TO 2F

Global Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone)

Trade Desk:

4 directors have left since March 19

Kathryn Falberg: Resigned effective March 23, 2026

Lise Buyer: Resigned effective April 3, 2026

AppLovin: Alyssa Harvey Dawson resigning

STUPID MONEY

Bunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman

2 $3M golden parachutes at Whirlpool

James Peters, formerly Chief Financial and Administrative Officer, Whirlpool Asia

Alessandro Perucchetti, formerly President, Whirlpool North America

Broadcom: New CFO Amie Thuener ($35.4M equity/$1M cash)

Oracle: New CFO Hilary Maxson golden hello: $250K relocation costs; $26M equity (80% time-based).

Ms. Maxson will be able to select the equity vehicle for the Equity Grant as either: (1) 100% stock options, or (2) 50% stock options and 50% restricted stock units

Capital One Financial: special $2M equity award to Chief Enterprise Services Officer and Chief of Staff to the CEO Frank LaPrade: “in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company”

THE ODDITIES

Natera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGM

HUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April

PROXY CAGE MATCH

Proxy adviser ISS recommended a vote against the BP board for revoking  two resolutions from 2015 and 2019 requiring company-specific climate reporting which passed with near 100% support at the time.

At the same time, Activist shareholder Follow This agreed with ISS and warned ‌of possible ⁠legal action after BP refused to put a separate shareholder resolution on the agenda of its April 23 AGM

Shah Capital is renewing its fight to revamp the leadership of Novavax, saying the current board has overseen a “destruction of shareholder value.”

Shah Capital, which owns 9% of Novavax’s stock, will vote against the re-election of board nominees and vote NO on Executive Pay, but will not be starting a proxy fight because it will be in the minority “against an entrenched eight-member board.”

But why is it entrenched exactly? Nine members: CEO John Jacobs (2023), Chair David Mott (2020), 7 total since 2020, and only 2 women to push around 

And lastly, New Analysis Finds AI Tilts Towards Shareholder Activists in Proxy Voting

AI is currently more likely to support an activist's case for change than an incumbent Board and management team. On average the models recommended just 37% of votes for companies' entire director slates – substantially lower support than ISS and Glass Lewis, which have historically recommended all-management votes in the majority of contests, as well as actual election outcomes.

VOTE RESULTS TABLE 

4 meetings since 3/31/26: leagues 3 and 4

 Companies with SHPs: 1

Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer Research

Say on Pay: 2  over 10% NO; 0 over 15%

Hewlett Packard 26%

Cooper Companies 10%

Directors: 96% average YES: 0 directors over 10% NO

Hewlett Packard: 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no pay

Upcoming Meetings

April 14 Moody's Corporation $82.4 Billion

April 14 BNY Mellon (The Bank of New York) $63.8 Billion

April 15 Adobe $215.3 Billion

April 16 Synopsys $85.9 Billion

April 16 Humana $17.4 Billion

April 16 PPG Industries $32.1 Billion

April 16 HP $30.2 Billion

April 17 The Boeing Company $110.6 Billion

THE BIG VOTE

ADOBE

AGM Date: April 15, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

Ownership

Institutional voting power

Vanguard 10%

BlackRock 9%

Performance outliers:

Overall: .629

Dheeraj Pandey .463

EBITDA .765

Dheeraj Pandey .068

Carbon .762

David Ricks .410

TSR .418

Dheeraj Pandey .266

Controversies .671

David Ricks .282

Board stuff

Committees

Audit (a)

Executive Compensation (c)

Governance & Sustainability (n)

Skills (Non-Executive DIrectors)

Economics and Accounting 22%

Computer and Electronics 8%

Communications and Media 5%

Medicine and Dentistry 5%

Technologist: Directors with expertise in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development

3/11 directors: lowest category

AI Experience: Directors with experience leading AI transformation in companies.

8/11 directors: Really??

Calderoni: an accountant and CEO of a provider of global talent solutions

Narayen

Adobe CEO to Step Down in Face of Investor Concerns Over AI: Shantanu Narayen’s planned departure comes at a moment when investors are scrutinizing Adobe’s AI positioning and questioning how well its subscription model will hold up against faster-moving generative AI competitors

Adobe stated the need for new leadership under AI growth as the reason for his departure.

Oberg: CFO Marriott

Ricks: CEO of a pharmaceutical company

Rosenweig: CEO of an online textbook rental company

Gender Power Gap -9%

CEO Succession

Narayen will remain in the position until a successor has been appointed and will stay on as board chairman

Working with Lead Director Calderoni on successor

Decision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to consider

Governance and Sustainability Committee: “if requested by the Board, assisting the Board in reviewing and assessing performance, management development and succession planning for our senior management, including our CEO”

DIRECTORS

Cristiano Amon 55/2023/m c 7%

CEO, Qualcomm

Other Public Company Boards: Qualcomm

Votes Against Last AGM: 3% no

Amy Banse 66/2012/f Cn 11%

Partner, Mosaic General Partnership

Other Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024)

Votes Against Last AGM: 12% no

Melanie Boulden 53/2020/f c 6%

Former Chief Growth Officer, Tyson Foods

Other Public Company Boards: Cal-Maine Foods

Votes Against Last AGM: 3% no

Frank Calderoni 68/2012/m N 11%

Lead Director; Former CEO, Velocity Global

Other Public Company Boards: Anaplan (Chair 2017 to 2022)

Votes Against Last AGM: 11% no

Laura Desmond 60/2012/f a 4%

CEO, Smartly.io

Other Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020)

Votes Against Last AGM: 5%

Shantanu Narayen 62/2007/m 28% no

Chair/CEO

Other Public Company Boards: Pfizer Inc. (Lead Independent Director) 

Votes Against Last AGM: 11% no

Spencer Neumann 56/2022/m a 4%

CFO, Netflix

Other Public Company Boards: None

Votes Against Last AGM: 2% no

Kathleen Oberg 65/2019/f An 6%

Former CFO, Marriott International

Other Public Company Boards: None

Votes Against Last AGM: 3% no

Dheeraj Pandey 50/2019/m a 2%

Chair/CEO, DevRev

Other Public Company Boards: Nutanix (Chair 2009 to 2020)

Votes Against Last AGM: 2% no

David Ricks 58/2018/m c 12%

Chair/CEO, Eli Lilly

Other Public Company Boards: Eli Lilly (Chair)

Votes Against Last AGM: 3% no

Daniel Rosensweig 64/2009/m n 9%

CEO/Co-Chair, Chegg

Other Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc.

Votes Against Last AGM: 7% no

SAY ON PAY

21% NO 2025

Net New Sales

as a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target shares

as a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target shares

Equity Awards Granted by the Committee

2024: $40.5M for CEO ($92M for all NEOs)

2025: $45.5M for CEO ($104.5M for all NEOs)

CEO: security services $880,354; personal use of our corporate jet $255,119; CEO Pay Ratio 217:1

SHP

Golden Parachutes

John R. Chevedden 47% YES in 2025

Board Matrix

Comptroller of the City of New York: New York City Employees’ Retirement System, the New York City Teachers’ Retirement system and the New York City Police Pension Fund

Civil Liberties in Digital Services

American Conservative Values ETF (“for ideologically Conservative investors” which translates into 3 creepy older white dudes)

Boycott 57 companies (including Apple, Disney and Target)

Stand Against Woke Liberal Investments: We’re taking decisive action against the liberal agenda infiltrating our financial world.

It’s time to combat:

Big Tech and Banking elites silencing conservative voices

Corporate “woke-ism” masquerading as social responsibility (DEI, Net-Zero)

Media companies spewing liberal propaganda

CEOs pushing their political agendas and bankrolling socialist causes

Attacks on our right to express religious beliefs

Assaults on our constitutional right to bear arms

The blatant disregard for the sanctity of human life

NO CRITERIA LISTED: “We avoid companies that promote liberal causes or alienate conservative customers and employees. Our process is qualitative and evaluates a company’s long-term reputation, business practices, and how it compares to peers in its industry”

Retirement Plan Climate Risk

As You Sow

New segment called ON THE CLOCK

I set a timer for 30 minutes to pull through all Free Float data and come up what I would want on this board. Set myself up for game time - making a voting decision.

ON THE CLOCK:

Free Float stat sheet:

Demo

Average birth year: Lyndon Johnson (1967)

Average 74% demographic similarity between board members

Average tenure = 10 years, 5 directors >10 years, Rosensweig at 17 to Narayen’s 18

Power:

Max influence: CEO Shantanu Narayen (28%)

Daniel Rosensweig (11%) and Frank Calderoni (10%) are on deck

36% women, -9% gender power gap

Brains

82% advanced degree/elite school directors

Only 8% director merit - mostly fails on performance, you get a lot of interconnected CEOs instead

12% experience overlaps 

Friends

82% connected directors (ranks in top 10 for ALL IT sector companies in US/CA/AU/GB)

6% have direct connection in common overlaps

Behaviors

Ranked as atypical overpayer of the CEO - compared to all other large cap IT companies, Adobe’s summary, realized, realized:summary ratio, ceo pay ratio together were near the top (overpay) and abnormal relative to performance (atypical)

Performance

3 directors of 11 in the last 3yr rank above average on CEO pay ratio batting average - they like paying CEOs

3 yr TSR batting average was abysmal (highest .311, average was .241 - below the bottom quartile)

CAREER TSR batting average average .369, with three directors below .300 (Melanie Boulden, Dheeraj Pandey, Spencer Neumann)

Gaps:

EBITDA batting average across every director tenure just at Adobe averages .872 - during every director’s tenure at Adobe, they’re producing earnings nearly in the top 10% of peers - but TSR batting average at Adobe across tenures average .296

GAP 1: THEY DON’T GET PAID FOR THEIR EARNINGS

Marketing gap?  Is the market improperly valuing Adobe?  Worried about wrong things?

They’ve done this while averaging .761 on controversies at Adobe - meaning earnings without controversies, so market isn’t punishing them for bad behavior, just not valuing the sustainability or long term narrative of the earnings

Also explains the high CEO pay - the pay narrative is structured around TSR (market performance), but the company is paying him for earnings - is it actually high?  Or do they just have a massive narrative gap?

There are FIVE directors tagged as having marketing/communications knowledge in their backgrounds: Rosensweig, Narayen, Ricks, Boulden, Desmond

Are they being underutilized?  Or are they just bad at it?

All tagged as having knowledge from education - degree attainment, schooling - NONE from industry

One of the knowledge types we tag is Design - despite being a design software firm that helps creatives, only the CEO Shantanu Narayen was tagged with design knowledge - in fact, the skills matrix for directors DOESN’T EVEN INCLUDE A SKILL RELEVANT TO THE USE OF THE PRODUCTS (leadership x2, business dev, AI, ops, finance, legal, sales, technologist, board service)

GAP 2: KNOWLEDGE CONSOLIDATED WITH CEO

Iger corollary: when the CEO is the ONLY one on the board with direct knowledge of how to use or create the product, the information asymmetry between board and executive is wide enough to preclude dissent

Becomes a big problem when the CEO needs to be replaced…

Team resume reads like a big tech minor league team:

Amon: Qualcomm (baby semiconductor chips)

Banse: The online strategy for Comcast (they have an online strategy?)

Boulden: Tyson Foods “ecommerce portfolio” (isn’t that called “sell stuff via Stop and Shop?)

Calderoni: Velocity Global and Anaplan (“talent solutions”), and prior, Red Hat (open source tech!), background in SanDisk (flash disk storage!), Cisco (piping the internet!), QLogic (network storage!)

Desmond: Eagle Vista Partners, Providence Equity Partners - the G league of VC/PE?

Neumann: CFO of Netflix who was Blizzard’s CFO, was Disney CFO, ALSO from Providence Equity Partners (connection alert)

Kathleen “Leeny” Oberg: Already, “Leeny” is the lame equivalent of the better Kathleen nickname “Kath” or “Kat” - CFO Ritz Carlton, CFO Marriott - hotel IR and CFO and creative design?

Pandey: CEO of DevRev (says AI in bio), co-founded Nutanix (cloud computing, data centers), ex Teradata, Oracle

Ricks: marketing at Eli Lily, now CEO of Eli Lily, always at Eli Lily

Rosensweig: Chegg (online textbook RENTALS), RedOctane (part of Activision, which owned Blizzard - connection alert), Yahoo, CNET, and Ziff-Davis for 18 years (ZDNet)

GAME TIME

News roundup

Adobe’s CFO is using AI to answer 300,000 emails, cut contract review in half — and make sure finance never slows the company down

Dan Durn

AI Now Causing CEOs to Resign in Fear

Coca-Cola, Walmart, and Adobe CEO shakeups have one thing in common: AI

Story of the Vote: CEO Succession

Narayen stepping down after two decades, stock slumped since 2023, blames AI for the leave

Hasn’t left, has stated he WILL leave when a successor is found

Hint: NO SUCCESSION PLAN - nom committee:

Calderoni is nom chair and his background IS TALENT MANAGEMENT

Fundamental failure - either the guy with the ability to find talent was blindsided by the announcement and thought he had more time, or he sucks at actually managing talent

It has to be the latter BECAUSE HE’S ALSO LEAD INDEPENDENT DIRECTOR - this is entirely his job

Already an instant vote against - no company should be floundering to find a CEO when the LID is a talent management professional with a 61 year old CEO with an 18 year tenure who you’ve overlapped with for 13 years

Rosensweig is nom member - 17 year tenure and he wasn’t prepared???

Banse is nom member - 13 year tenure

“Leeny” is nom member - 7 year tenure

Board is run by top bros: Narayen, Calderoni, Rosensweig - 49% influence between the three

Game vote:

This is easy: fire the man without the plan, in this case vote against Calderoni

Second target: Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to Narayen

Need a refresh from OG internet backgrounds

Yahoo? Chegg?  Teradata? Red Hat?  What are we doing exactly with directors sitting around for 13+ years from a totally different world of internet?

Open spots for some big players who can hype the company

Know your market - creative people are STICKY, they find what works for their process and use it, which is why earnings stay high even if TSR sucks (markets aren’t creative)

Creativity is also YOUNG - ditch members who can’t see past the last two decades

Needs list:

Bring in a ringer - you ever see an oil company that doesn’t have oil executives in the supply chain on the board?  Why at a design software company is there no creative at all?  No one available?  No users?  Didn’t Shaq just get a board seat?  Adobe needs a real player

An innovation assisting company with no innovators on the board?

Trades?:

Baiju Bhatt - design background, ex CEO of Robinhood, founder of Aetherflux (space solar) - is that guy employing hundreds of people using Adobe design software?

Bing Gordon - Take Two Interactive board, if you’re wed to the OG internet, he has all that credibility, PLUS he he’s chair of game design at UCLA, sat on Amazon’s board, and is on Duolingo’s board

Barbara Bradley Baekgaard - old at 87, but a designer on Vera Bradley board - maybe she knows someone, but fashion is an EXCELLENT place to hit a director here.  They use Illustrator and other tools, constant innovation, has to know P&L, creatives, but big business and probably natural marketers

Chris Kemp - Astra founder (space tech), design/engineering/computer background, worked at NASA, deep cloud computing, coder - if you can get him, isn’t this exactly the kind of person you want?

Pay:

Heavy reliance on revenue/earnings based share pay, TSR sucks

Fun note - when a company sucks at TSR, their market cap goes down relative to peers.  When pay committees set peer groups, they set it using revenue and market cap.  In this case, Adobe has sucked at TSR, so the pay committee made it possible for Adobe to be more of the MEDIAN than the worst: “In August 2025, to strategically balance larger key talent competitors, the Committee approved adding three smaller companies to the fiscal year 2026 peer group, Expedia Group, Inc., Snowflake Inc. and Uber Technologies, Inc. to position Adobe closer to the median of its peer group on the basis of revenue and market capitalization.”

It’s easier to hit your revenue threshold when you include smaller companies because your TSR sucks

Narayen at $51.2m for 2025, $52.4m in 2024… but 2025 realized pay was nearly $10m less than reported - when TSR sucks, your stock options are worth less than when they were granted, so his “real” pay ~$10m less

Even with that, Narayen STILL IN THE 84TH PERCENTILE of pay for US large cap companies

SHPs (yes, there are some):

Last update in mid March?  In December, Adobe excluded:

Jing Zhao - classicist asking for limiting CEO pay ratio

Chevedden - 2.99x golden parachute limit

Always vote with Chevedden

NYCERS - disclose gender and race/ethnicity

While I agree, NYCERS wants it in the skills table, which is dumb, it’s not a skill.

Ridgeline Research/American Conservative Values - “promote religious liberties”, with no evidence they’ve actually not?

There’s a reason these get ~1% of the vote - unlike the “woke” proposals which are copy pasted, this doesn’t even apply to Adobe.  Adobe doesn’t police content at all, doesn’t promote (or demote) any particular liberty… I think they’ve never seen an Adobe product

As You Sow - GHG in retirement plans

Templated, but is this an Adobe problem?

Employees auto enrolled, contributions invested in Vanguard account using Vanguard Target Retirement Trust

Target dates - no ESG data used, simple index optimized by date so 2050 fund for instance has nothing about the fact that assets will be underwater

Run by 

Michael Roach, central casting non investment banking finance guy, been at Vanguard for 27 years, 

Walt Nejman (who’s LinkedIn photo is him at his desk with Bloomberg terminal up) at Vanguard 20 years, 

Aurelie Denis at Vanguard 9 years, younger than the dudes, who was written up for her husband’s over the top proposal

Roger Aliaga-Diaz, chief economist at Vanguard, gets name plate but likely doesn’t do much directly, economics all day

So As You Sow not wrong - but this is employees battle to fight, right?  Not shareholders?  How does this affect shareholders?  These aren’t defined benefit plans, it’s defined contribution.

FINAL VOTE

NO on Calderoni

NO on Rosensweig

NO on pay - you can’t pay a guy the 84th percentile of realized pay for 28th percentile TSR AND have the pay committee change the peer group to make it less obvious how bad the TSR is, no matter how great the earnings and revenue growth are

YES on Cheveddan

NO on all other SHPs

Trade Wire - BUY/SELL

Top Stories:

proxy countdown_trade wire_2025 - Google Sheets

95 Filings since March 27

The headlines:

Air Canada CEO will retire this year after his English-only crash message was criticized

Michael Rousseau is stepping down following a massive public outcry after he delivered a condolence video almost entirely in English regarding a fatal plane crash that killed a French-speaking pilot.

Critics and politicians, including Quebec’s Premier, were outraged that Rousseau failed to fulfill a high-profile 2021 promise to learn French, viewing his English-only response to a tragedy as a sign of deep cultural disrespect.

Air Canada’s board has launched a global search for a successor and explicitly stated that fluency in both English and French is now a non-negotiable requirement for the next CEO.

The company clarified that while a "comprehensive internal development program" has been in place for two years, the recent controversy accelerated the timeline for his departure.

Rousseau will officially retire at the end of the third quarter (September 30, 2026), staying on until then to ensure a "seamless transition" and assist the board during the handover.

Air Canada CEO Michael Rousseau initially stated he did not intend to step down following backlash over an English-only video regarding a runway incident

Super Micro Computer, Inc. (SMCI)

indictment of three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations:

Yih-Shyan "Wally" Liaw, SVP Business Development and a member of the Company's Board of Directors

Ruei-Tsang "Steven" Chang, a sales manager in Taiwan

Ting-Wei "Willy" Sun, a contractor

The Company has placed the two employees on administrative leave and terminated its relationship with the contractor

Mr. Liaw has also resigned as a member of the Company’s Board of Directors

Mr. Liaw’s resignation was not the result of a disagreement with the Company

Clean-up crew: The Company also announced that it has appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately.

Succession Planning??

WEST PHARMACEUTICAL SERVICES INC (WST): Eric M. Green CEO/Chair stepping down once a successor is found

ADOBE INC. (ADBE): CEO/Chair Shantanu Narayen resigning when successor found; will remain as Chair

Down to 2F

Arthur J. Gallagher & Co. (AJG): Sherry Barrat retiring down to 2/9

Corebridge Financial, Inc. (CRBD): Rose Marie Glazer and Adam Burk resigned 2/11

INCYTE CORP (INCY): Susanne Schaffert retiring 2/8

Stupid money

Datadog, Inc. (DDOG): appointed Dominic Phillips

As an inducement for Mr. Phillips to join our Board in a highly competitive market, in recognition of his extensive professional experience and expected contributions to the Company, and in order to further align his interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Mr. Phillips under the Director Compensation Policy upon his appointment from $400,000 to $600,000.

ALNYLAM PHARMACEUTICALS, INC. (ALNY)

special equity award to CEO Yvonne Greenstreet: up to $89m equity

CEO (2022-); COO (2016-2022)

more than three decades of leadership in the biopharmaceutical industry: Head of Medicines Development at Pfizer; and Chief Strategy Officer at GlaxoSmithKline

medical degree and practiced as a clinician before earning her MBA from INSEAD

Students must prove knowledge of at three languages by graduation.

Chair Amy Schulman (16%); CEO (20%); Colleen Reitan (7%); Margaret Hamburg (6%): -9% male gender gap!

LAS VEGAS SANDS CORP (LVS)

appointed Patrick Dumont as Chairman, Chief Executive Officer

CFO Randy Hyzak from $1.2M/150%/175% to $1.35M/200%/250%

Base Salary Increase: +$150,000

Short-Term Upside: +$900,000

Long-Term Upside: +$1,275,000

Total Annual Increase: $2.325 Million (a 45.6% jump in total earning potential)

GC D. Zachary Hudson from $1.3M/175%/200% to $1.6M/200%/425%

Base Salary Increase: +$300,000

Short-Term Upside: +$925,000

Long-Term Upside: +$4,200,000

Total Annual Increase: $5.425 Million (an 87.8% jump in total earning potential)

Alphabet Inc. (GOOG, GOOGL)

CEO Sundar Pachai: up to $692m equity over next for 3 years = $631,000 per day

Workday, Inc. (WDAY)

Aneel Bhusri, Workday’s co-founder and Executive Chair, promoted to CEO: up to $270m equity

WASTE MANAGEMENT INC (WM)

Ms. Rankin received a cash bonus of $1 million in recognition of the value delivered to stockholders as a result of her leadership in completing the orderly transition of the CFO role to her successor and her important contributions toward the integration of our Healthcare Solutions business

DEERE & CO (DE)

one-time equity awards to 3 NEOs: John C. May $25M; Ryan D. Campbell $5M; Deanna M. Kovar $5M

PROXY CAGE MATCH

Activist investor seeks to oust Americold Chair Mark Patterson over “problematic boardroom behavior”

Sieve Capital is pushing Americold Realty Trust to remove Mark Patterson as the chairman of the firm’s board of directors, citing his tenure on the board of scandal-ridden office landlord Paramount Group.

Irenic Capital is demanding the ousting of Teleflex Chairman Stephen Klasko following CEO Liam Kelly’s abrupt resignation in early 2026 without a clear succession plan. The activist alleges that the board is "drifting" under interim leadership.

Under a cooperation agreement with activist investor Elliott Investment Management, Norwegian Cruise Line Holdings has appointed five new independent directors: Alex Cruz, Kevin A. Lansberry, Steve Pagliuca, Brian P. MacDonald, and Jonathan Z. Cohen. Simultaneously, long-serving board members Stella David, David M. Abrams, Harry C. Curtis, and Mary E. Landry have resigned, while current CEO John W. Chidsey has assumed the additional role of Chairman.

Responding to pressure from activist investor Jana Partners to explore a sale, Six Flags Entertainment has appointed Richard "Dick" Haddrill as its new Executive Chairman to lead a strategic refresh focused on profitability and shareholder value. As part of this leadership shift, former chair Marilyn Spiegel has transitioned to the role of Lead Independent Director, while board member Jennifer Mason is set to depart the company by not seeking re-election at the upcoming 2026 annual meeting.

Following a cooperation agreement with activist investor Ed Garden, Fortune Brands Innovations (maker of Yale and Master Lock) rescinded the appointment of incoming CEO Amit Banati before his May start date and committed to restarting its search. As part of the governance overhaul, outgoing CEO Nicholas Fink will proceed with his departure, while Susan Kilsby assumes the role of Executive Chair and Ed Garden joins the board to oversee the transition.

Despite Amit Banati never officially starting the CEO job at Fortune Brands Innovations (the Yale padlock maker), he is walking away with a massive payout of approximately $18.35 million.

This was originally designed to compensate him for the millions in stock and bonuses he forfeited by leaving his previous role as CFO of Kenvue.

$8 million in a one-time cash award.

$6 million in accelerated restricted stock units (RSUs).

$4.35 million in additional cash payments for other forfeited incentives.

VOTE RESULTS TABLE 

 27 meetings market cap over $1 billion since 2/27/26

 Companies with SHPs: 5

STARBUCKS CORP (SBUX)

Independent Board Chair 12% yes

Report on Detransitioning 0.93% yes

Report on Diagnostic Tools 0.72% yes

Risks of Excluding Religious Charities 0.66% yes

Repro & Gender Care Gaps 0.59% yes

Supermajority to Majority 94% yes

Keysight Technologies, Inc. (KEYS)

Call for a Special Shareholder Meeting 64% yes

Walt Disney Co (DIS)

1 not presented

how the employee gift-matching program may impact risks related to religious  discrimination against employees 0.79% yes

Cumulative Voting for Board Elections 3% yes

Accessibility & Disability Inclusion Practices 5% yes

DEERE & CO (DE)

Report on the Return on Investment of Emission Reduction Goals 1% YES

Shareholder Right to Act by Written Consent 38% YES

Report on Faith-Based Business Resource Groups 0.6% YES

ANALOG DEVICES INC (ADI)

Special Meeting Rights 38% yes

Say on Pay: 5  over 10% NO; 0 over 15%

Directors: 13 directors over 10% NO

Highest: Heico: Alan Schriesheim 27% no; Mark H. Hildebrandt 26% no

Upcoming Meetings

April 8 Lennar Corporation $42.5 Billion

April 9 Dow Inc. $40.1 Billion

April 14 Moody's Corporation $82.4 Billion

April 14 BNY Mellon (The Bank of New York) $63.8 Billion

April 15 Adobe $215.3 Billion

April 16 Synopsys $85.9 Billion

April 16 Humana $17.4 Billion

April 16 PPG Industries $32.1 Billion

April 16 HP $30.2 Billion

April 17 The Boeing Company $110.6 Billion

THE BIG VOTE

PROXY PREGAME

TOP TEN LISTS: Here’s how mid 2010s Buzzfeed would have given you important information about the makeup of boards - top ten lists on some of the most advanced (and concerning) data points on directors and boards

Most similar board

Methodology: look at pairwise similarities between directors on demographics (race/ethnicity, age, gender), experience (knowledge, schools, industry careers), and connections in common - boards where most pairs of directors are similar are at risk of white man think

Companies

LIBERTY MEDIA CORPORATION

malcolm ian grant gilchrist

Audit member, nom member, pay chair

75 yo male, 89% connected

EDISON INTERNATIONAL

michael camunez

Audit member

56 yo male, 91% connected

Carnival Corporation

joshua weinstein

CEO!

CMS ENERGY CORPORATION

ralph izzo

68 yo white male, 89% connected

Audit member

DELL TECHNOLOGIES INC.

david wyatt dorman

72 yo white male, 75% connected

Nom member, pay member

PG&E CORPORATION

john o. Larsen

61 yo white male, 81% connected

Pay member

BLACKSTONE INC.

stephen schwarzman

CEO!

APPLE INC.

alex gorsky

Nom member, pay member, 64yo white male

GENERAL MOTORS COMPANY

mary teresa barra

CEO!

INTERNATIONAL BUSINESS MACHINES CORPORATION

alex gorsky

LID! 86% connected, 64 white male

Most overpaying boards

Methodology: look at CEO pay ratio relative to industry and size peers, rank companies, assign individual directors performance (low CEO pay ratio = high batting average).  Then figure out which boards are stocked with directors who love giving out high CEO pay ratios

LUMENTUM HOLDINGS INC.

WESTERN DIGITAL CORPORATION

WALMART INC.

S&P GLOBAL INC.

JABIL INC.

BLACKSTONE INC.

THE COCA-COLA COMPANY

CITIGROUP INC.

UNITED PARCEL SERVICE, INC.

ROSS STORES, INC.

Subcategory - highest RAW realized pay - these directors have, in the last 7 years, handed out in aggregate the MOST CEO PAY

TESLA, INC.

$290,624,003,934

PALANTIR TECHNOLOGIES INC.

$46,124,772,105

APPLE INC.

$17,450,467,247

NVIDIA CORPORATION

$15,975,069,499

BROADCOM INC.

$15,680,049,364

AIRBNB, INC.

$14,695,739,927

ALPHABET INC.

$12,585,082,005

MCKESSON CORPORATION

$11,547,064,168

BLACKSTONE INC.

$11,430,311,796

AXON ENTERPRISE, INC.

$10,332,348,727

Least merit board

Methodology - merit is measured using 5 factors: knowledge (how deep you know the industry), economic stake (are you an owner or activist), leadership (current/ex-CEO, chair, or LID), connections (above average network power), or performance (demonstrated track record at multiple boards).  Any 3 factors, you get tagged as meriting at least on paper a board slot.  These boards had NO directors get tagged for merit. 

MONOLITHIC POWER SYSTEMS, INC.

HILTON WORLDWIDE HOLDINGS INC.

CHARTER COMMUNICATIONS, INC.

MARRIOTT INTERNATIONAL, INC.

OCCIDENTAL PETROLEUM CORPORATION

SYSCO CORPORATION.

ILLINOIS TOOL WORKS INC.

HUNTINGTON BANCSHARES INCORPORATED

FIRST SOLAR, INC.

KEYSIGHT TECHNOLOGIES, INC.

And these had the most:

MASTERCARD INCORPORATED.

APPLE INC.

CAPITAL ONE FINANCIAL CORPORATION

The Bank of New York Mellon Corporation

JPMORGAN CHASE & CO.

REALTY INCOME CORPORATION

EQUITY RESIDENTIAL

NATERA, INC.

EXTRA SPACE STORAGE INC.

LIBERTY MEDIA CORPORATION

Most knowledgeable board

The Bank of New York Mellon Corporation

REALTY INCOME CORPORATION

APOLLO GLOBAL MANAGEMENT, INC.

METLIFE, INC.

JPMORGAN CHASE & CO.

EXTRA SPACE STORAGE INC.

COINBASE GLOBAL, INC.

INTERCONTINENTAL EXCHANGE, INC.

AMERIPRISE FINANCIAL, INC.

MOODY'S CORPORATION

Least knowledgeable board

VALERO ENERGY CORPORATION

FERGUSON ENTERPRISES INC.

LIVE NATION ENTERTAINMENT, INC.

ROCKET LAB CORPORATION

HILTON WORLDWIDE HOLDINGS INC.

MARRIOTT INTERNATIONAL, INC.

CINTAS CORPORATION

ROYAL CARIBBEAN CRUISES LTD.

Altria Group, Inc.

MCDONALD'S CORPORATION

Worst performing boards

Boards in the bottom third for TSR on average, payouts >$1bn for CEOs, <25% board members have merit, > average similarity between each pair of directors - it’s bananas on paper these boards would ever get more than 5% approval from just the investor trolls 

ADOBE INC.

OCCIDENTAL PETROLEUM CORPORATION

Carnival Corporation

Worst performing director

These 6 directors hit all the bottoms: bottom quartile TSR, 3+ boards actively, oversight lapses (controversies) everywhere, 0 merit on any boards, hugely connected, >average similarity to the fellow directors (ie, you already have this on your board, why get more??), and one of them even has the fun distinction of being in the Billion Dollar Payout club (paid >$1bn to CEOs in realized pay)

Carnival Corporation: jason glen cahilly

FIFTH THIRD BANCORP: mike van de ven

KEURIG DR PEPPER INC.: mike van de ven

UBER TECHNOLOGIES, INC.: turqi alnowaiser

NIKE, INC.: robert swan

Billion Dollar Pay Club! $3.2bn paid out so far despite being on boards with a whopping 9 TSR flags - 9 times flagged as bottom quartile TSR!

ULTA BEAUTY, INC.: gisel ruiz

WELLS FARGO & COMPANY: clesteen clark

Best director

Directors with >.600 TSR, <3 TSR flags, >.600 controversies, <25% connected to their boards, core knowledge of the industry/issues, tagged as having merit overall, >3 boards ever - I mean, super high bars - the easy vote FOR on paper

INTEL CORPORATION: craig h. barratt

INTUITIVE SURGICAL, INC. ISRG: craig h. barratt

COMFORT SYSTEMS USA, INC.: herman eugene bulls

INSMED INCORPORATED: carol schafer

ROBINHOOD MARKETS, INC.: paula loop

Thanks to Adam, Felix and the Tallen AV team.  Thanks to the Council of Institutional Investors for having us, and hopefully we alienated just enough people to get invited back.

This is Proxy Countdown. Welcome to the big CII show for the week of March 9, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s very special CII-scented proxy countdown:

A peek into what we do and who we are: storytellers of ESG data and events backed by our exhaustive data set of director performance analytics covering 220,000 directors.

Trends we are following into the 2026 proxy season

Some dippy poll questions to keep you awake and hopefully lots of audience questions.

And on the Big Vote, Matt takes a deep caffeinated dive into Starbuck’s upcoming annual meeting

Matt intro

Trade Wire - BUY/SELL

Top Stories:

What’s the deal with conference food? Wait, that’s the wrong script.

Let’s start with a few small appetizers before we move on to our big trends of the year. In no particular order:

How about this half-win for Ethics at Luminar Technologies?

following a Code of Business Conduct and Ethics inquiry by the Audit Committee CEO and Chair Austin Russell and director Jun Hong Heng immediately resigned. However, the former CEO will remain on the Board AND be available to the incoming CEO on transition and technology matters. 

How about this new version of a CEO Pay ratio?

Jabil’s former Executive Chair Mark Mondello, who just stepped down with a Consulting Agreement until 2028–we are seeing a lot these actually, consulting agreements that extend until the end of the rainbow–where he will provide advisory and strategic services when requested for a monthly consulting fee of $145,833 resulting in a Consulting Agreement pay ratio of 144:1

Got that? He will earn 144 times the Median employee ($12,144) when requested.

Dollar Tree added three directors to the board named Mike, Bill, and Tim. Considering they already have a Jeff, Dan, Tom, Paul, and Ned, it’s no surprise that the man with the lowest influence (6%) according to Free Float Analytics is a complicated fellow named Bertram. I knew that joke would fail

Fallout from the Epstein files included two high-profile exits: Goldman Sach’sChief Legal Officer Kathryn H. Ruemmler and Hyatt Hotels’ Executive Chair Thomas J. Pritzker. But how about this for a twist:

Despite numerous headlines, neither filing explicitly cited the reason for their departure: Goldman’s was incredibly terse, in fact probably the shortest filing statement I’ve seen in months: “Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc., effective June 30, 2026.”

And at Hyatt Hotels, whileThomas Pritzker resigned immediately as chair–that’s their words not mine–he will actually stay and serve the remainder of his term as a director until May.

The board of sandwich company Portillo’s each listed their favorite menu items in the company's proxy statement:

6 directors named sandwiches: an Italian Beef, dipped with Hot Peppers for CEO Michael Osanloo and a sycophantic Italian Beef with Hot Peppers and Cheddar for board Chair Michael Miles, Jr.

but Audit Committee chair Ann Bordelon went completely rogue and picked "chocolate cake.” At a sandwich company. But maybe chocolate cake is the accurate risk averse choice for an Audit Committee chair?

POLL: YES or NO: Will a director be voted out in an uncontested election this year for a reason OUTSIDE OF ATTENDANCE at a big US company?

And lastly at Netflix, where an astounding 79% of shareholders rejected the reelection of lead independent director Jay Hoag. This vote is no aberration: 55% voted NO in 2020, 49% voted NO in 2017, and 49.7% voted NO in 2014. Mind you, this is a classified board so he’s only up for election every 3 years. Despite this, the Netflix board turned on its Bose QuietComfort Ultra Bluetooth Noise-Canceling Headphones, rejected the will of shareholders, and said: “Mr. Hoag’s continued service as a member of the Board is in the best interests of … its stockholders.” Ouch.

Moving on to trends: One of the benefits of looking at 85 million 8-k filings every week is an ability to pick up on trends:

Director golden hellos are becoming more of a thing:

At Palo Alto Networks 2 new directors will each receive a golden hello equity grant worth $1M, in addition to their annual pay of about $400,000. That sounds like true independence.

But MicroStrategy really steals the show here: as they will now grant new directors a golden hello package consisting of $2M in equity.

Just 19 days after their last annual meeting, MicroStrategy snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. All of this before shareholders even have a chance to learn how to pronounce his last name.

Speaking of Peter Briger, Jr. Said me, the only person ever to utter that phrase: our next trend is Circumventing democracy: companies being sneaky less than thirty days after their annual meetings. Matt has a fuller dataset but my favorites are when they get appointed to the board and multiple committees before anyone has time to say geshundeit:

22 days after their annual meeting, Uber appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating AND Compensation Committees.

International Flavors & Fragrances added Virginia Drosos to the board as well as to three board committees only one month after their annual meeting

And The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit Committee

Here’s the point: they had to know during the annual meeting that they were bringing a new director on? They purposefully didn't tell anyone. They could have said something. Anything. Like, we’re interviewing some people… or… you’re going to have a new brother soon but we’ll still love you the same.

American Water Works Company appointed Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee

Pitney Bowes appointed Brent Rosenthal.

Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting

PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.

And MicroStrategy snuck Peter L. Briger, Jr. onto the board 19 days after their annual meeting and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation

The next trend we’re seeing is the Board to C-Suite promotion trend, which calls into question board members’ true independence. There are several but the big ones are:

At Verizon: lead director Dan Schulman became CEO and got a golden hello package worth about $60M

At IonQ, Lead Director Inder M. Singh became CFO/COO and got a $25M golden hello award

Duolingo found its new CFO from its board: that’s Gillian Munson, Director since 2019 & Audit Committee chair, who gets a $14M CFO golden hello

PayPal promoted its independent Chair, Enrique Lores, into the CEO role

At Sonos Tom Conrad jumped from his board seat into the CEO throne

And Apogee promoted long-tenured director and independent Chair Donald Nolan to CEO: “The board cited his deep understanding of the company and decades of leadership experience as key factors for the transition.”

At F5, director Michael Montoya resigned and was immediately appointed CTO

And at WillScot Holdings, independent chair Worthing Jackman is now its Executive Chair

The Bro IPO update

We introduced a term last summer called Bro IPO after analyzing board and leadership members at recent IPOs. The story was picked up by Fortune, Axios, and The Times so we updated the data from January 1st and found that of the 20 new companies: only one had a female founder, none had ONLY a female founder, there were no female CEOs, only one female CFO, one female chair, and 12 of 20 boards had either zero or one female director. Maybe we should rebrand this to the Brotopia?

Lastly, our “Down to 2F” trend

It wasn’t that long ago that the absolute minimum number of female directors on a large cap board was three: but since the anti-DEI Trump administration has taken over we have seen dozens of companies either dropping below this threshold or appointing men when there are only two women. I won’t name them all but some recent ones in February include:

Applied Materials: Yvonne McGill resigned 2/10

Meg Crofton at HCA Healthcare 2/10

Emerson Electric: Director Leticia Gonçalves resigned 2/10 (2 James 2 women)

Laurie J. Thomsen: The Travelers Companies (2/9/26) 2/8

Jessica L. Mega: Danaher Corporation (2/12/26) 2/12

Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8/26) 2/8

Mary Schmidt Campbell: Unity Software (2/8/26) 2/9

Laela Sturdy steps down at UiPath 2/8 (2 Daniel 2 women)

Molly Joseph at First Solar 2/9 (2 Mike 2 women)

Caroline Dorsa: Biogen Inc. (2/10/26) 2/10

Tina Hunt leaving Veeva Systems board 2/9

Paycom Software: Felicia Williams resigned 2/7

Some examples where a third woman was denied:

Nutanix replaced retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who is a CFO, and a guy that already serves on four other publicly-traded companies.

And American Financial Group added two men: Craig Lindner Jr. and David L. Thompson Jr.: long live the meritocracy: Craig Linder Jr. is the son of the co-CEO and the nephew of the other co-CEO

At Live Nation Entertainment Trump administration bro Richard Grenell joins a 2-women Board; a few days later he tweeted: “Left wing violence is out of control.”

Grenell is somehow the president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”

He replaced a woman, Deborah Rutter. The chair is President Trump. Of course. And the board now is down to only one woman: 2 years ago it was 60% female.

Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell Technology

Director Brian Ruder stepped down from the board of Informatic and was replaced by Alex Vander Linde

Affirm Holdings is replacing retiring director Keith Rabois with Richard Galanti

Not to be outdone, F&M Bank, Pitney Bowes, S&T Bancorp, and Rocket Companies are down to one woman, while Fannie Mae has unleashed its anti-DEI and eradicated all women.

Down to 1F:

F&M BANK: Daphyne S. Thomas retired 2/10 (2 Mike 2 women)

Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July) 1/5

S&T BANCORP: Chair Christine Toretti resigning 2/11

Jennifer Gilbert and Nancy Tellem stepping down at Rocket Companies 1/9

Down to 0F:

And finally, speaking of the anti-diversity White House, let’s look at Fannie Mae:

9/22/25: Karin Kimbrough resigned

10/22/25 CEO and director Priscilla Almodovar stepped down

There were six female directors on 3/17/25

POLL: YES or NO: Instead of targeting Nomination Committee Chairs, should investors vote against ALL MEN on boards where there are fewer than three women?

Finally, let’s end this with one of my “favorite” bone-headed moments of the year: an absolute classic at Quanex Building Products, where 15% of shares were against Susan Davis (all other directors averaged 96% yes) because she chairs the nomination committee on a board with only one female director! Herself! That’s right, it’s your fault, Sue.

PROXY CAGE MATCH

There are no current proxy cage matches worth sharing after Donald Trump put Ted Sarandos into a headlock, but I wanted to point one thing out that constantly triggers me: That shareholders ONLY seem to care when an activist investor who looks and smells like Nelson Peltz walks through the door:

Nelson’s disdain for director Maria Elena Lagomasino got her a 37% NO vote at Disney in 2024, but last year it shot back up to 98% YES after Nelson left the building:

Maria Elena Lagomasino

2025: 98% YES

2024: 63% YES

2023: 92% YES

At the proxy cage match between Brookdale Senior Living and Ortelius Advisors, ISS agreed with the activist, recommending “Withhold” votes against two long-tenured directors: Investment Committee Chair Lee Wielansky and Nominating Committee chair Victoria Freed: “Given the[ir] tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”

Yet the year before those two “culpable directors” got: Wielansky  99.6% and Freed  98.8% of the vote.

Same thing happened at a proxy cage match between AstroNova and Askeladden Capital, where ISS said “change at the Board level is warranted to improve independence and oversight” despite the entire board getting 97% approval the year before.

VOTE RESULTS TABLE 

Speaking of Shareholder Brain Freezes, I call this next list Shareholder Disconnects. They always trigger me.

Let’s start with two shareholder classes who should know better:

BlackRock: 33% NO on Pay; Average 98% YES

Goldman Sachs: 34% NO on Pay; Average 96% YES

Truist: Say on Pay 41% NO; Average 96% YES

CVS Health: 41% NO on Pay; 97% average YES

Citizens Financial Group: Say on Pay 41% NO; Average 98% YES

Lattice Semiconductor: 44% NO on Pay; Average 98% YES

Chipotle Mexican Grill: 45% NO on Pay; Average 98% YES

Pfizer: 47% NO on Pay; Average 95% YES

Molina Healthcare: 59% NO on Pay; Average 96% YES

Otis Worldwide: 61% NO on Pay; 98% average YES

Thermo Fisher Scientific: Pay 65% NO; Average 96% YES

Finally, a progress report on 2026 Shareholder Proposals since January 1, 2026: 

137 companies: 128 companies with ZERO SHPs

Only 9 companies with SHPs and only 16 total SHPs

Visa 4, Tyson Foods 3, Deere 3

Average YES%: 17%

Average without John Chevedden/Ken Steiner: 6%

Only one win: John Chevedden’s Declassification proposal at Zscaler (51% YES)

The leading proponents are the anti-woke/anti-DEI/anti-ESG/anti-trans/anti-everything crowd… I’m not joking, well, maybe on that last one. They represent nearly half of all shareholder proposals with 7: National Legal & Policy Center and National Center for Public Policy Research

Despite being anti-ESG are now entering traditional ESG SHPs like Independent board chair at Visa

And the traditional OG CG crowd with 5 

THE BIG VOTE

Starbucks observations (March 25: virtual only)

Before I hand it over to Matt as he dives deep into Starbucks, I want to echo Senator Warren’s sentiments yesterday when she quoted the Financial Times: “The longer the insider economy endures, the more it will sap the competitive motor and openness on which US economic success has been built.”

I think this is what is being built at Starbucks: Brian Cornell’s world. He chairs the board. He surrounded himself with new directors, 91% of influence comes from CEOs or former CEOs, ready and willing to do his bidding.

How did this happen? The bungling missteps of an overcontrolling founding father Howard Schultz (2% shares; Chair Emeritus) who kept boomeranging back into power because he couldn’t quit his drug empire.

His control was so messy that the NEO turnover is as bad as it gets. I don’t think I’ve seen anything like it. Every year from 2021 to 2025 the CEO and NEOs changed

CEO

2025: Brian Niccol

2024: Brian Niccol, Laxman Narasimhan, and Rachel Ruggeri (interim)

2023: Laxman Narasimhan and Howard Schultz

2022: Howard Schultz and Kevin Johnson

2021: Kevin Johnson

Non-CEO NEOs

2025: Cathy Smith, Brady Brewer, Mike Grams, Sara Kelly, Rachel Ruggeri, and Val Bauduin

2024: Michael Conway, Brady Brewer, and Bradley E. Lerman

2023: Rachel Ruggeri, Michael Conway, Bradley E. Lerman, and Sara Kelly

2022: Laxman Narasimhan, Rachel Ruggeri, John Culver, Michael Conway, and Rachel Gonzalez

2021: Rachel Ruggeri, John Culver, Michael Conway, Rachel Gonzalez, Patrick Grismer, and Rosalind Brewer

2 years ago the board’s influence was controlled by three people (61%): Laxman Narasimhan, Mellody Hobson, Satya Nadella.

Today, it’s just Brian (32%). And this message was sent loudly with his now infamous $113M Venti golden hello package with a Supercommuter Clause that let him work from home in Newport Beach, with a company paid private office and personal assistant.

And on the days when he felt like working in the Seattle office a corporate jet and a secondary residence with a personal driver

Brian Niccol’s extraordinary CEO pay ratio sees him earn what one of his median employees would earn for the full year by 10:09:33am on the first workday of the year.

An improvement, if you can believe it, from last year's 9:18:43am–that’sess than 19 minutes into the first work day–due to last year’s extraordinary 6,666:1 CEO pay ratio. It had to be 666, didn’t it?

All this to say really, it’s all about you, Brian.

And the new board reflects it:

Laxman Narasimhan, Mellody Hobson, Satya Nadella are all gone. 

An average tenure of only 3 years, which only amplifies Brian’s control.

Brian even dissolved the Environmental, Partner, and Community Impact Committee in November 2025.

And lastly, all we have to do is look at the favorite drink part of Starbucks annual proxy. From 2025, there have been a full 7 changes (4 complete changes, 3 subtle changes, only 2 same from 2025)

Marissa Mayer: Summer Berry Blast: the only director rejection of coffee culture: "I can drink a purple beverage in front of Brian Niccol and there’s nothing he can do about it."

POLL 3: YES or NO: To exert control and dominance, did CEO/Chair Brian Niccol force Starbucks directors to change their proxy drinks from 2025?

Knudstorp’s Pike Place (2019-2022) to Caramel Macchiato (2022-2025) back to Pike’s Place - did he dabble in over sweet millennial before Niccol made him snap into shape?

Andy Campion is so meme - from Brown Sugar Oatmilk Latte to Nonfat Latte with Sugar Free Vanilla Protein Foam??  That’s pure marketing professional

THE BIG VOTE

STARBUCKS

Proposal 1: Board

Who’s on the team

Ritch Allison 58/2019/m Ca 12%

Former CEO, Domino’s Pizza, Inc., boards of Kenvue,Inc. (since 2023);  Domino’s Pizza, Inc. (2018-2022)

Andy Campion 54/2019/m Ac 9%

Former COO and CFO Nike Inc., boards of Paramount Skydance Corporation (since 2026),   Williams-Sonoma, Inc. (since 2024) boards

Beth Ford 61/2023/f N 4%

CEO Land O’Lakes, Inc., boards of PACCAR, Inc. (2015-2022); BlackRock, Inc. (2021-2022); Clearwater Paper (2013-2018)

Jørgen Vig Knudstorp 57/2017/m 11%

Lead Independent Director

Former CEO/Chair LEGO Group, boards of Nike, Inc. (since 2025)

Marissa Mayer 50/2025/f n 10%

CEO Dazzle AI; former CEO Yahoo!, boards of Walmart Inc. (since 2012), AT&T Inc. (since 2024), Nextdoor Holdings, Inc. (2024-2025), Hilton Hotels Corporation (since 2025)

Neal Mohan 52/2024/m c 9%

CEO YouTube, boards of 23AndMe Holding Co. (since 2021); Stitch Fix, Inc. (2020-2023)

Dambisa Moyo 57/2025/f an 0%

 co-principal of Versaca Investments, boards of Chevron Corporation (since 2016), 3M Company (2018-2023)

Brian Niccol 52/2024/m 32%

CEO/Chair; former CEO/Chair Chipotle, boards of Walmart Inc. (since 2024), Chipotle Mexican Grill, Inc. (2020-2024), KB Home (2021-2024)

Daniel Servitje 66/2024/m an 1%

Former CEO/executive Chair Grupo Bimbo SAB de CV, boards of Grupo Bimbo SAB de CV (since 1994); Coca-Cola FEMSA SAB de CV (1998-2022); CitiBanamex (1996-2022)

Mike Sievert 56/2024/m c 6%

Former CEO/Chair T-Mobile US, Inc., boards of T-Mobile US, Inc. (since 2018); Shaw Communications, Inc. (2018-2023)

Wei Zhang 55/2023/f an 5%

Former Senior Advisor and President, Alibaba Pictures Group, boards of Ralph Lauren Corporation (since 2022)

What’s the data say about “culture”

First and foremost, these are dictator friendly directors - a lot of comfort with deferring to dear leader

We classify boards based on how much influence or power each person has, and for companies with dual class shares or major shareholders on the board or founders and family run boards, they end up classified as Totalitarian - basically these are run by one or a small number of board members, usually without shareholder rights

Starbucks is full of them, vestigial to Howard Schultz: Campion (Nike, Paramount), Knudstorp (Lego, Nike), Mayer (Walmart), Mohan (YouTube, 23andMe, Stitch Fix), Niccol (Walmart), Sievert (T-Mobile), Zhang (Alibaba)

But they do have a lead independent gaslight… 

POLL 4: OVER/UNDER: Average tenure of a lead independent director in the US as of 2025?  10 years

Knudstorp: Lead independent director with 9 year tenure, longest tenured director

I’ll give you a poll hint using the most egregious and comical case: First National Bank

LID: Bill Campbell, won NACD Director of the Year in 2017 (joke’s on you!), has been on the board since GERALD FORD was president.  1975.  Not a typo.

12.5% Blackrock, 11% Vanguard, 7% Fuller & Thaler, 5.8% Dimensional

One share one vote, plurality vote

Companies like Mettler Toledo don’t even have plurality voting as an excuse - their LID, Tom Salice, has been on the board since Clinton 1 in 1996

Knudstorp has only been on the board 9 years is a quiet victory for shareholders

But Niccol has 29% influence, Ritch Allison has 14%, and LID Knudstorp has 11%... it’s Niccol’s board

POLL 4 ANSWER: 12 years

And Niccol is stamping his name on stuff

Niccol NEO replacement: chief legal, Rachel Ruggeri the CFO, shown or tripped running to the door

Niccol choosing connections for the board

We have a pretty big director interlock database, but it includes actually a long and painstaking process to connect directors through non profit boards as well which is where we can see some of the director overlaps Niccol has

Marissa Mayer (2025) sits on Walmart board with Niccol, clearly a Niccol connection as he handpicks his board

Niccol on Walmart with Caesar Conde who’s on Paley Center board with Neal Mohan (2024 director)

Caesar Conde also was at NBCUniversal with Chipotle board member Patricia Fili-Krushel while Niccol was CEO/chair

Niccol on Walmart with Tom Horton who’s on Chevron with Dambisa Moyo (2025)

55% of board influence is Niccol plus people he already has connections to

Does anyone read the bios or just the skill matrix?

Skills matrix vs. knowledge data (actual education and roles)

POLL 5: Favorite skill in the skill matrix: 

Leadership

Marketing

Human Capital

Climate Change

Diversity

Mismatches:

If your favorite skill is diversity, Starbucks wants you to know that it is NO LONGER a skill in the skills matrix this year!  

Last year, 5 directors has the skill of gender, ethnic or national diversity (national diversity??). This year, whether it’s Trump or Niccol, diversity isn’t a skill!

Campion has EVERY skill except government, but our data and his background suggests strength in econ/finance - no environmental, tech, or food

Knudstorp is marketing and comms, no food - how is the LID director a “lead” without a background in core industry outside vague “retail”?

Environmental skill is the biggest mismatch - described as, “We value directors with experience in environmental and climate change topics who strengthen the board’s oversight and ensure that we pursue a sustainable and responsible business model as part of our efforts to advance our strategic business imperatives and create long-term value for shareholders.”, but Ritch Allison (background in econ and worked at Bain consulting on restaurants before leading Domino’s pizza, who has disclosed zero sustainable sourcing efforts ever gets the “environmental” skill)

Explain this - Neal Mohan is the only director without “corporate citizenship” experience according to SBUX matrix, described as “We believe that directors who have experience in promoting and upholding responsible corporate citizenship help Starbucks to effectively manage risk and further long-term value creation for shareholders while staying aligned with our mission and values.”

POLL 5 RESULTS?

Starbucks disaffected voting… 

POLL 6: YES or NO: Should CEOs be barred from sitting on or chairing their company's board of directors?

2024 votes: Hobson and Knudstorp equal targets (~88%)

2025 votes: Knudstorp the target for against, Ford getting collateral damage (~89%)

2026 vote predictor: Knudstorp @ 91%

2026: Vote against Ford says Glass Lewis, vote against Knudstorp and Ford says NYC, NYS, Trillium, SOC, Mercyside 

Because Starbucks disbanded the Environmental, Partner and Community Impact committee of the board - launched in 2023, dissolved in November 2025

Committee launched after majority supported SHP to focus on labor issues

Daniel Servitje, the OTHER committee member, somehow escapes entirely

But the joke is on all of us - Niccol dissolved it

Instead of targeting Niccol or even Knudstorp though, Glass Lewis targeted the female chair of the board?

If the CEO gets to be chair - doesn’t the CEO have to take responsibility for board overall? 

If you have an LID, are they accountable??  Why would the chair of a committee be target without the chair of the board or LID?  Can a committee chair dissolve their own committee??

POLL 6 RESULTS?

And finally, maybe we should talk about actual performance

Nice above average earnings across as a boards (these are people who sit at profitable companies) at .561, but you should be worried about HOW the earnings get got - a .401 controversies average as a team is nicely below average

TSR is slightly below average, too, with three of the lowest performers (Knudstorp, Zhang, and Allison under .400) holding 35% of company influence

What that means - high earnings, middling TSR, but a lot of controversy - are the earnings at risk?  Is the even middling TSR mispriced?

Niccol’s choices:

Mayer - one of the worst performers for CEO pay ratio - 0.156 (bottom 15% globally), means pays CEOs a LOT on a pay ratio basis

Mayer also the worst performer for controversies, which is saying something on a board full of controversies in the last five years

Mike Sievert also a big ceo payer, and TSR batting average across the board is below average (448 vs. 500).

Pure data vote?

NO to Mayer: bottom TSR performer and direct social ties to Niccol

NO to Ritch Allison: he’s on every committee, second most powerful on the board at 14% influence, among the worst TSR performers

YES to separate board chair position:

Proposal 2: Auditor

 Nobody cares

Proposal 3: Say on Pay

14% NO in 2025

9% NO in 2024

CEO Pay Ratio

2025: median employee was $17,279: 1,794 to 1: (January 1st at 10:09:33 am)

2024: median employee was $14,674: 6,666 to 1: (January 1st at 9:18:43 am)

Brian Niccol Pay

2025: $31M

2024: $96M

Proposal 4: SHP requesting supermajority shareholder voting requirements be replaced with majority voting requirements

More rights = YES

The Accountability Board

32% YES in 2023

Proposal 5: SHP requesting adoption of an independent board chair policy

National Legal and Policy Center

Cites Spencer Stuart, ISS, Glass Lewis, CFA Institute, and Calibre One

15% YES in 2025

Proposal 6: SHP requesting a report on the Company’s apparent exclusion of detransitioning in its healthcare coverage

National Center for Public Policy Research

“And lest anyone try to argue that potentially covered individuals represent too small a number to be material, recall that a single transgender influencer was apparently able to destroy “a whopping $27 billion in market value” at Anheuser-Busch InBev in 2023.”

The disingenuous pricks cited the NYPost on this one, which measured market cap loss over a 2-month period.

March 31, 2023: $66.73; February 23, 2026: $80.07

Proposal 7: SHP requesting a report on median compensation and benefits gaps as they address reproductive and gender dysphoria care

Bowyer Research

Assholery, part 2

Proposal 8: SHP requesting a report on the Company’s use of diagnostic tools created by politicized corporate partners

The Heritage Foundation

“The Southern Poverty Law Center”

Our first mention of Charlie Kirk?

Assholery, part 3

Proposal 9: SHP requesting a report on the risks of the Company excluding religious charities from its employee-gift match program

The Baptist Foundation of California

A similar SHP in 2025 by Bowyer Research 0.81% YES

Assholery, part 4