PROXY COUNTDOWN

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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

...more
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