PROXY COUNTDOWN

Trade Wire - BUY/SELL

Top Stories:

This week the focus is on egregious golden hello and goodbye packages:

State Street’s new CFO John Woods gets a one-time cash payment of $1M and then One-time buy-out awards consisting of $3M cash and $12M equity.

New MongoDB CFO Michael Berry will get two equity grants: a new hire grant worth $9M and a sign-on bonus grant worth $3M. It’s cute how they each have their own name.

Peggy Alford, eBay’s new CFO gets $14M in new hire equity along with about $7M in one-time equity make-good payment equity Again, thanks for naming complicated stuff eBay

Insulet’s new CEO, Ashley McEvoy gets $15M in equity while the former CEO, James Hollingshead, walks away with $8.3M, including outplacement services of $25,000 and a $500 per hour consulting fee for 60 days. So if you see James hanging around a lot in the next few months I think you know why. Not bad for a dude who was CEO for nearly 3 years.

Speaking of getting paid for barely doing anything: retiring Teledyne Technologies CEO Edwin Roks, who has hired less than two years ago, gets to keep his current pay until September as strategic advisor to the Executive Chairman, then he gets $1.8M in cash and a bunch of benefits including $100,000 in outplacement services; $100,000 in relocation costs, and price protection for the sale of his primary California residence to the extent it is sold for a price less than the price he paid for it.

Finally, the Carlisle Companies does the right thing and honors its director retirement policy, saying goodbye to Robin Adams, Robert Bohn and Gregg Ostrander.

PROXY CAGE MATCH

We have a fun twist at the proxy cage match between Harley Davidson and H Partners, who are 9% shareholders and have started a withhold vote campaign against long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson: Glass Lewis says “withhold” but ISS says “support”?

Through lackluster reasoning based on hunches and not performance analytics, ISS revealed, without satire, that "[T]here are compelling reasons to believe that as a group [the targeted directors] still have a perspective that can be valuable” and, in discussing the candidacy of departing CEO Jochen Zeitz: “[I]t appears that his time in the role has been more positive than negative, which makes it hard to argue that his vote on a successor is worthless.”

VOTE RESULTS TABLE 

Here are the highlights from 97 large-cap annual meetings over the past 2 weeks:

73 total SHPs

But from only 41 companies (56 had zero SHPs)

About 55 companies had basically nothing happening, shareholder dissent on nothing.

The wins:

Say on Pay

Molina Healthcare: 59% NO

Simple Majority vote

Boston Scientific: 95% YES

Duke Energy: 98% YES

Entegris: 89% YES

Shareholders ability to call a special meeting

Molina Healthcare: 69% YES

Revvity: 65% YES

CMS Energy: 70% YES

Teledyne Technologies: 59% YES

The almost wins (over 30%): 

Say on Pay

Truist: 41% NO

Citizens Financial Group: 41% NO

Bank of America: 27% NO

Lattice Semiconductor: 44% NO

Pfizer: 47% NO

Goldman Sachs: 34% NO

Shareholder approval on excessive golden parachutes

Adobe: 47% YES

Citigroup: 32% YES

Intuitive Surgical: 44% YES

Simple Majority vote

Marathon Petroleum: 48% YES

Shareholders ability to call a special meeting

IQVIA Holdings: 43% YES

Paccar: 32% YES

Independent board chair

Dover: 37% YES

Eastman Chemical: 30% YES

The shareholder disconnects:

Goldman Sachs: 34% NO on Pay; all directors at least 92%

Truist: Say on Pay 41% NO; all directors over 90%

Citizens Financial Group: Say on Pay 41% NO; all directors over 92%

Lattice Semiconductor: 44% NO on Pay; highest NO director Lederer (11%); all else at least 97%

Pfizer: 47% NO on Pay; lowest director Echevarria (11% NO); all others at least 91%

Molina Healthcare: 59% NO on Pay; lowest director 16% NO Wolf

Stanley Black & Decker: 21% NO on Pay; all directors at least 96%

The directors (over 20%):

Snap-On: James Holden 24% NO

Ball: Pengor 26% NO

Moderna: Nader 22% NO (classified)

Coca-Cola: Thomas S. Gayner 23% NO

American Express: Baltimore 20% NO

The oddities:

Domino’s Pizza: a dirty trick at pizza land as the board introduced a competing proposal to drown out a shareholder’s proposal: while the shareholder wanted a group of shareholders holding 15% of shares to have the right to call a special meeting, management’s proposal raising that group to 25% (a near impossibility) won out: the shareholder proposals got 36% support while the management proposal got 79%.

At the old man’s club, there were 7 SHPs at Berkshire Hathaway, but of course the company refused to name them in their 8-k filing announcing the meeting’s vote results–why honor shareholders when your whole pretend game is to honor shareholders?--on top of that, support for all 7 proposals ranged from 0.7% and 3.5%. Despite such low support, there were actually 5 directors (Burke, Chenault, Decker, Guyman, Murphy, Jr): an unusually high in this voting climate at the world’s most beloved equity.

Coca-Cola had 6 SHPs but two really stood out to me:

One called for an Assessment of Non-Sugar Sweeteners (11% YES); it just made me laugh for some reason. Here’s my assessment: non-sugar sweeteners are weird, just try drinking water maybe.

And then the anti-woke/anti-ESG parade, the National Center for Public Policy Research, asked for the creation of an Improper Influence Board Committee, which is basically a board-level committee to fight off anything to do with the climate, black people, women, and human rights. That feels even weirder than non-sugar sweeteners. (less than 1% YES)

At Wynn Resorts, a proposal wanted a report on the potential cost savings through the adoption of a smokefree policy for the Company’s properties. I just like this. Imagine how annoying it is cleaning those yellow-stained walls in the room 1537. (9% YES)

And finally two from classicist Jing Zhao:

At Intuitive Surgical, he’s asking the board “to improve the executive compensation program” by actually considering the CEO Pay Ratio (5% YES). He claims that “Aristotle demonstrated that in a stable community, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1.” I’m a believer.

And at Bank of America, he requested the nomination of more director candidates than board seats (2%). Another no-brainer.

THE BIG VOTE PICKS

MATT

BLACKROCK

The exertion of power - or abdication of it:

Votes for its own directors “on behalf of clients”

Of the 16 BLK directors, they hold at least 15 board seats outside of BLK on other public boards

Verizon (BLK owns 8.5%)

Cisco (9.2%)

IHEARTMEDIA (13.3%)

Apple (7.6%)

BP (0.3%)

Zoetis (8.6%)

US Steel (11.7%) - largest holder

Halliburton (9%)

George Weston (X)

BCE (X)

Samsara (4.9%)

Fox (5.5%)

We have vote results at 13 of them from last year… 3 director got votes below the 25th percentile of all votes globally (>94% approval - and yes, that the 25th percentile)

Cheryl Mills, IHEARTMEDIA, 93.2%

Charles Robbins, Cisco, 91.1%

Hans Vestberg, Verizon, 90.2%

In every case, Blackrock voted for their own directors, including when those directors were in the bottom quartile for votes received

Blackrock can even sway the vote on itself: 

Blackrock also owns 6.7% of itself through funds, primarily index

The average vote FOR a BLK director is 97.3%, higher than the 96.4% US average

In fact, the directors with the lowest votes elsewhere… got the highest votes at BLK?

Robbins = 99.67% FOR

Vestberg = 99.65% FOR

Mills was middle of the pack at 97.15% FOR

But there’s data to show that BLK has largely ignored performance of directors - particular its own directors:

Performance:

Vestberg is the second worst TSR performer at .329, and overall the boards WORST performer

Robbins is THIRD worst on TSR at .399

Mills ranks 5th worst out of the 16 at a still below average .412, but is solid on controversies compared to everyone else

Connections…

There are several connection loops between directors through other boards, but it also includes Robbins being connected to Vestberg through Dan Schulman (on Cisco and Verizon)

Knowledge:

8 of the 16 members come from investing, but 3 of them are the founders

Good mix otherwise, arguably largest secondary overlap is tech/telecomm with Vestberg, Robbins, Johnson

Big problem is the trifecta of power and Robbins/Vestberg weakness

Which makes this shareholder proposal intriguing:

Shareholders recommend that BlackRock, Inc. (the Company) reform the election of the board to list more candidates than the number of directors of the board to be elected.

The American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_.

One of the main problems of corporate governance is that American corporate boards are not democratically elected. The Company’s board needs a democratic reform to elect members from more diversified candidates. Shareholders should have the right to choose from more candidates than the number of directors of the board to be elected.

It’s from this guy: Jing Zhao

“Think tank” - US-Japan-China Comparative Policy Research Institute - whose handful of members are all a mix of Chinese and Japanese nationals

Has same proposal at Juniper Networks, Bank of America

Website from 1998

Oligarchy as defined as a small group of people controlling the organization

According to Free Float data - BLK is actually an Aristocracy, not an Oligarchy, but we’re actually wrong

Three founders on the board (with minimal stock holdings now, but Fink is CEO and chair)

BLK’s response confirms it IS AN OLIGARCHY

Having competing nominees would result in contested elections, which may in turn discourage collaboration among our directors, politicize the election process and deter talented candidates. Given the increased uncertainty, contested elections could also disrupt our Board’s ability to oversee management and our business in the long-term. This approach would also impede the NGC’s ability to ensure an appropriate Board composition overall that would most effectively oversee our business and best serve our shareholders’ long-term interest. The proposed approach would also be burdensome to management and the NGC and would not be an effective use of the Board’s time and BlackRock’s resources

Directors DON’T WANT A CONTEST FOR THE POSITION - they don’t want competition

Even though sports teams actively compete for a spot on the team (and for contract dollars), directors wouldn’t be able to collaborate because they have to earn their spots?

Blackrock as a massive asset manager with tremendous brand value couldn’t attract talent because they would have to work for the slot?  Is that true when they hire middle management and get 2,000 applications for 1 position?

This is basically saying the quiet part out loud: there are two classes of jobs, the oligarchy jobs (which shouldn’t be earned) and the plebian jobs (which you should all compete for)

…Our shareholders already have the ability to convey their views on our Board composition to our Board.

For instance, in 2024, we offered engagement with shareholders collectively holding approximately 65% of our common stock. Shareholders also have the ability to recommend candidates for consideration by the NGC, as well as the right to nominate candidates for election to our Board under the proxy access and advanced notification provisions of our Bylaws

Because shareholders can talk to companies, they don’t to vote on more than the company choices for their own representation

Blackrock “proves” it by saying they talked to 65% of shareholders - in this case, 25% of the shares are Vanguard, BLACKROCK THEMSELVES, State Street, Temesek (who bought the shares in 2020 and immediately partners with Blackrock on a joint fund), and Bank of America - wonder how those conversations went?

Here are the proxy access rules I could find in the 2012 bylaws:

Except as provided in a Stockholder Agreement, to be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary of the mailing date of the Corporation’s proxy materials for the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after the anniversary date of such meeting, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed to stockholders or public disclosure of the date of the annual meeting was made, whichever first occurs.

So definitionally, BLK’s response to the SHP accusing it of being an oligarchy is to confirm it is:

A small number of investors choose from a pool of directors appointed by an even smaller number of board members on the Nom committee - who are almost entirely beholden to the founding trio

Blackrock is a 5% or more holder in more than 2,100 US public companies - and to summarize how it views elections:

An election built on a contest of merit would discourage directors doing their jobs

The political process is good for federal elections, but not for boards

A board that is contested can’t attract talent

Shareholders can talk about board members if they have enough shares

What are the chances that the three founders (Fink, Wagner, Kapito), one of whom is Chair and CEO with full discretion to vote against his own board members on OTHER BOARDS, will ever see a dissent?

What to do about it:

Vote YES on the shareholder proposal - this is a true opportunity to innovate into a true democracy in corporate governance - every election is a contested election where investors vet who is best positioned to align to THEIR interests

Vote AGAINST Vestberg, Robbins, and founder

Fink still CEO if he’s not on the board

Begins to eliminate the trifecta - next year is Kapito and Wagner

Vestberg and Robbins flatly underperform

There are 39 ACTIVE loops between directors on Vestberg’s Verizon board implicating EVERY director on the board!  ALL OF THEM!

Verizon’s board has returned a .388 in TSR as a group, and .264 controversies - this is a deeply underperforming board with ZERO directors batting above .500 on TSR or controversies despite only TWO of the directors being on just the Verizon board - this is pattern and consistent

Blackrock voted FOR all of them - it’s a blatant conflict when the firm whose job it is to enforce shareholder interests (ie, TSR) has a glaring conflict that wouldn’t allow it to vote against its own board members underperforming board

Robbins’ board at Cisco also bats under .500 on TSR, but while they’re overall better, Robbins has Dan Shulman on his board - and Vestberg does too at Verizon

These aren’t coincidences - these are purposeful, connected men working together AND UNDERPERFORMING

These are easy votes - and just to be clear, State Street, who also has votes coming up, has the SAME PROBLEM

PROXY COUNTDOWN SCRIPT

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

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

A whacky 8-k filing fight at a weed company

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

Much ado about nothing at large cap annual meeting votes

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

Trade Wire - BUY/SELL

Top Stories:

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

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

CEO Gavin D.K. Hattersley is stepping down at Molson Coors Beverage Company. The other Named Executive Officers will receive over $6M in retention equity awards NOT to quit, CFO Tracey Joubert will get $4M.

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

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

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

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

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

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

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

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

Hi Scott [Scott Cox, the new CEO]

Here is my response.  

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

Brandon Romanek 

PROXY CAGE MATCH

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

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

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

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

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

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

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

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

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

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

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

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

VOTE RESULTS TABLE 

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

The Mehs:

M&T Bank Corporation: meh

Moody’s Corporation: meh

EQT Corporation: meh

Dow Inc.: meh

Humana: meh

The Cooper Companies: meh

Owens Corning: meh

Schlumberger Limited: meh

Bank of New York Mellon Corp: meh

Centerpoint Energy: meh

Carnival: meh

Fifth Third Bancorp: meh

Huntington Bancshares: meh

Whirlpool: meh

The Sherwin-Williams Company: meh

The John Cheveddens

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

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

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

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

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

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

Director votes that barely matter, other than to me

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

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

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

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

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

The normal investor disconnect:

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

The normal investor apathy:

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

THE BIG VOTE PICKS

MATT

Why you should track individuals, not just companies:

Michael Angelakis

Roles:

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

On private boards of Arcis Golf, Orogen, V Sports

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

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

Sandi King Personal Trainer

Synergy Sports Massage

PJ Mac Pest Control

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

Advisor to Executive Committee at Comcast, where he was CFO

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

Longtime media investor

Data:

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

Committee heavy driver of influence

On 7 boards in our database, 4 current

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

Core knowledge: Administration, Econ, Math

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

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

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

138 are Ken Chenault

124 are Ronald Williams

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

Problems:

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

Exxon mired in longstanding controversies

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

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

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

Investor class action at Clarivate settled

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

Just appointed to the board of American Express

NOT INDEPENDENT

His biggest connector point is AmEx

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

NO ADDITIONALITY

Joins a board with duplicative experience

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

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

ONGOING GOVERNANCE ISSUES NOT A CORE STRENGTH

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

LOW PERFORMANCE

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

ASK WHY, ASSHOLE

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

VOTE NO on performance grounds - and follow appointments

DAMION

April 29

IBM $217B

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

CEO Pay Ratio 518:1 CEO/Chair Arvind Krishna

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

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

Discussed changes with a-hole Robbie Starbuck

American Express $169B

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

SHP Respect Civil Liberties in Advertising Services; Bowyer Research

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

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

Citigroup $117B

CEO Jane Fraser Pay Ratio 444:1

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

Woke SHP from the Sisters on Indigenous Peoples’ rights 

Wells Fargo $208B

Charles Scharf CEO pay Ratio 378:1

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

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

4 woke SHPs

April 30

Trump Media $5B

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

Coca-Cola $311B

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

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

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

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

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

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

May 1

Boston Scientific $138B

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

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

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

DAMION:

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

Corporate democracy with Sarah Haan

Director “party line” voting, plus nom committee failures and Disney investors are asleep

ISS flips on Disney, plus CEO pay tweaks, Starbucks results, and low CEO pay ratios

Non-profit board interlocks are a widespread, plus Kroger’s CEO fired, and Indivior’s overhauled activist board

Tariff board survivors, plus Boeing’s board loss and results at Apple and Deere

Copy/paste anti-ESG proposals at Apple and Deere, plus guest Mike Levin on activism in 2025

Director votes on “merit”, relocation cost to median employee ratios, and long-tenured lead directors

PROXY COUNTDOWN SCRIPT

This is Proxy Countdown. Welcome to the big show for the week of January 27, 2025  alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:

The First Woman of Color to Lead a Major U.S. Lender

The new COO of T-Mobile is getting pampered

A proxy fight is avoided at Pfizer

Anti-DEI shareholder proposals continue to fail miserable

And on the Big Votes, our top voting recommendations

Trade Wire - BUY/SELL

Top Stories:

Srinivasan Gopalan is the new COO at T-Mobile.  He will receive $2M in cash, a giant pile of unspecified equity, and, in a true waste of shareholder funds, company-paid first-class round-trip airfare for Mr. Gopalan and his spouse and children for 24 months.

JPMorgan Chase has raised CEO Jamie Dimon’s compensation for 2024 to $39 million. The 8% pay boost puts Dimon on par with Goldman Sachs CEO David Solomon as the best-paid CEO among the largest U.S. banks. Goldman last week disclosed that it gave Solomon a 26% raise, in addition to a one-time $80 million retention bonus.

U.S. Bancorp’s Next CEO to Be First Woman of Color to Lead a Major U.S. Lender. Gunjan Kedia, who was named the bank’s president last May, will take the job in April, succeeding Andy Cecere, who will become executive chairman.

MicroStrategy will now grant new directors a golden hello package consisting of $2M in equity. Nothing spells independence like a $2 million handshake.

At Fiserv, the golden hello package for new CEO Michael Lyons consists of a replacement equity award valued at roughly $28M and a cash payment of $11,665,108.57. It’s so specific it almost hurts my heart.

And finally at Telephone and Data Systems, the controlling Carlson family is playing “now I get to be boss” musical chairs as brother Walter Carson becomes CEO while brother LeRoy Carlson becomes Vice Chair. Walter has been on the board since 1981 and chair since 2002. LeRoy had been CEO since 1986 and a director since 1968. LeRoy and Walter’s sisters, Letitia Carlson and Prudence Carlson also serve on the board but don’t appear to be eligible to make big decisions.

PROXY CAGE MATCH

The only big news here is that nothing happened at Pfizer: activist investor Starboard Value decided not to nominate any directors to the Pfizer board, according to a report from Bloomberg.

VOTE RESULTS TABLE 

Micron Technology: all directors received at least 94% support; Say on Pay on the other hand received 16% against

Intuit: all directors received between 92% and 99% support 

Jabil: 40% of voters rejected directors John Plant and Steven Raymund

Raymund chairs the Nomination Committee on a board with only two women while Plant is the CEO of S&P 500 Howmet Aerospace while also serving on two other boards.

Also, nearly 30% reject Pay; hopefully partly due to an embarrassingly high CEO pay ratio of 515:1.

Costco: all directors received at least 93% support while the anti-DEI proposal received less than 2% support.

Visa: average support for directors was just above 98.5%; an anti-DEI proposal received less than 1% support, while a simple request to remove directors if they fail two straight votes only received the support from 17% of shareholders.

THE BIG VOTE PICKS

MATT

Director pool

128 directors up for vote this week at the following:

DOLBY LABORATORIES, INC.

ACCENTURE PUBLIC LIMITED COMPANY

ESCO TECHNOLOGIES INC.

BEAZER HOMES USA, INC.

ENERPAC TOOL GROUP CORP.

ATMOS ENERGY CORPORATION

EMERSON ELECTRIC CO.

Edgewell Personal Care Company

FRANKLIN RESOURCES, INC.

MOOG INC.

ROCKWELL AUTOMATION, INC.

TYSON FOODS, INCORPORATED

93 of them have at least three years tenure at at least two boards

71 of them have deep TSR data histories in Free Float database

So you’re about to sit down to vote, but let’s take a purely meritocracy look at them and fire the bottom 10% of all of them - 7 people this week who are the worst performers

Performance

Pick directors with batting averages less than 400 in TSR at the company

Pick directors with batting averages less than 400 across all boards in the last 7 years

Sort by the highest influence directors - directors who underperform across multiple years and/or across multiple companies that retain significant influence

Vote out…

Kevin McNamara TYSON FOODS, INCORPORATED

.251 EBITDA, .335 TSR

Dual class family owned no rights

Patty Watson ROCKWELL AUTOMATION, INC.

.592 EBITDA, .331 TSR - could argue the Rockwell board is doing a horrible job selling the company, virtually all overperform on earnings and underperform on TSR

Knowledge: 28% of influence is economic, 16% is building/construction, but sales is only 5%

Pam Murphy ROCKWELL AUTOMATION, INC.

.697 EBITDA, .357 TSR

Gregory Johnson FRANKLIN RESOURCES, INC.

.327 EBITDA, .365 TSR

Barbara Tyson TYSON FOODS, INCORPORATED

.258 EBITDA, .391 TSR

Dual class family owned no rights - this is a case where investors have put up with long term controversies, underperformance, and horrible management succession planning that included putting a 30-something in the CFO role only to renege after they had multiple alcohol induced incidences

John Tyson TYSON FOODS, INCORPORATED

.258 EBITDA, .390 TSR

Rupert Johnson FRANKLIN RESOURCES, INC.

.327 EBITDA, .373 TSR

Nepo baby

This week is unique inasmuch as you have multiple nepo baby companies - for every Meta that gets you lots of TSR that you’ve been happy to give up all your rights, you get a Franklin and Tyson Foods that underperforms and your vote doesn’t matter there either.

Life lesson: divest or vote directors out at other boards.

DAMION

Emerson Electric

Let me simplify Say on Pay for you: if the CEO Pay Ratio is over 100:1 then just say NO. It's not a binding vote so let’s just send a message. If that’s too scary for you then can we at least agree on this simple threshold: if a CEO makes the average worker pay on the first day of the calendar year then it’s a definite NO vote. At Emerson, this ratio for Surendralal (Lal) Karsanbhai is 426:1. NO.

The Gender Gap here (-14%) is ridiculous. Here’s another easy trigger for you: vote NO on at least one male nomination committee member (preferably the chair) if the Gender Gap is at least -10%. In this case, the top 6 most powerful directors are all men (with an aggregate 81% influence!). We only have four choices unfortunately (since this is a classified board; an SHP on declassification next year is a must): lucky for us the Nominating Committee chair is one of our choices: the CEO of the Business Roundtable Joshua Bolten and his 12% influence. Good bye, Josh. Let’s also vote out the CEO (and his 14% influence) to support my belief that there are too many CEOs on boards. The Chair (former Ernst & Young CEO James Turley) is already powerful enough so let him run the show.

Rockwell Automation

.666 overall; -6% gender gap

Only 4 nominees (SHP declassification next year, please): James Keane is “lead independent director” despite 13 years tenure. Vote NO on any “lead independent director with at least 10 years tenure. Promote Pamela Murphy and her .759 average to LD. I already promoted her to Visa board chair so her profile is recently elevated. If she’s too busy then appoint Microsoft Chief Accounting Officer Alica Jolla: a powerful woman of color with only 2 years board tenure

CEO Blake Moret 306:1 Pay Ratio: NO according to my 100:1 policy.

Tyson Foods: Too many directors and too many Tysons.

Pick a Tyson to get rid of: I say John H. Tyson: he’s got too much power anyway as former CEO and current Chair and it was his embarrassing kid (and former CFO) John R. so bye bye John H.

Also, get rid of Kevin M. McNamara. He’s been there since 2007 and is rated poorly (.174). It’s enough already.

Also, this is an easy SHP to support: “Shareholders request that Tyson Foods disclose the voting results on matters subject to a shareholder vote according to the class of shares, namely differentiating between those shares carrying one voting right and those carrying multiple voting rights.”

Say on Pay (see Emerson Electric above): Donnie King 525:1 is a NO.

DAMION:

That’s the Proxy Countdown for the week of January 27, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks and wayward directors drinking rancid water.