This is Proxy Countdown. Welcome to the big show for the week of July 7, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown, our wrapup of the 2025 proxy season: Our top theories, including: The Fortune 500’s quiet rejection of having a minimum of three women on the board And companies who sidestep the alternative democracy by appointing directors less than a month after their annual shareholders meeting Highlights from the proxy cage match season, including: Shareholders suddenly paying attention when an activist comes knocking And the quirky battles between ISS and Glass Lewis A look back at trends from the meeting votes, including illogical shareholder voting patterns and directors still don’t matter And finally, on the Big Vote, Matt takes a deeper look at the 2025 proxy season data Trade Wire - BUY/SELL Top Theories: Absurd Golden Hellos: CFO Turnover craziness Fortive Corporation’s new CFO Mark Okerstrom will receive a golden hello package consisting of a one-time sign-on cash award in the amount of $2.5M and a one-time sign-on equity award with a target value of $10M 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 Likewise, Western Digital’s new CFO Kris Sennesael starts with $2M cash; $10M equity Zscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUp Newly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses. Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him? Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity. While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary. The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions. Director golden hellos MicroStrategy will now grant new directors a golden hello package consisting of $2M in equity. Nothing spells independence like a $2 million handshake. Also waiting 19 days was MicroStrategy, who 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. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room. Palo Alto Networks has appointed 2 new directors: Helle Thorning-Schmidt and Ralph Hamers. They will each receive a golden hello equity grant worth $1M. In addition, Palo Alto directors receive about $400,000 in annual pay. Compensation amounts such as these immediately call into question whether the new directors will be able to provide effective and independent oversight of management. CEOs 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. Skyworks Solutions’ new CEO Philip Brace, who is replacing Liam Griffin, will be welcomed with $30M in performance shares and $300,000 for relocation expenses. The relocation expenses alone represent a CEO pay ratio of 9:1 while the golden hello bonus of $30 million is 924 times greater than the median worker’s compensation. Let the power trip begin! And Gerrit Kazmaier, the new President, Product and Technology of Workday, will receive a welcome duffle bag full of $1M cash and $30M equity. Crown Castle announced that Dan Schlanger will become interim CEO after the termination of CEO Steven Moskowitz. Dan tried to retire a few months ago but the company is throwing almost $10M to stay as interim CEO: including a monthly stipend of $100,000 and over $9M in equity. While The Kroger Co. has still not divulged why it fired longtime CEO and Chair Rodney McMullen, other than unhelpfully labeling his dismissal due to foul “personal conduct,” we now how expensive interim CEO and Chair Ronald Sargent will be: he will receive an annual base salary of $4,350,000, annualized for the duration of his service, and a stock grant valued at roughly $4M that will fully vest in one year. At Intel, new CEO Lip-Bu Tan has a bizarre golden hello package which could be worth as much as $400M if he hits all his performance targets. In addition, Tan will have to personally invest $25 million of his own money in the stock during his first 30 days on the job, and hold it for the next five years, meaning he could potentially lose money if he sucks at his job. 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. UnitedHealth Group CEO Sir Andrew Witty has resigned six months after UnitedHealthcare CEO Brian Thompson was murdered in New York City. In his place, former CEO and current Executive Chair Steve Hemsley will boomerang back into a role he originally vacated in 2017. Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO. New Entegris CEO David Reeder starts with $410K cash/$11M equity, before even making a single decision other than “yes, I’ll take the job.” Bath & Body Works has a new CEO, Daniel Heaf, who will replace Gina Boswell. The total bill to shareholders is more than $17M: a golden hello of $5M and a golden parachute of $12M And at Omnicom Group, Chair and CEO John Wren is giving up his $1M annual salary in order to get a massive pile of 4M options without performance-based conditions. This means that if the company can get back to its share price from only 6 months ago the CEO will have managed to make $120M. New FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity. The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation. Retention awards Goldman Sachs CEO/Chair David Solomon and COO John Waldron each received retention grants worth $80M just to keep… um… doing their jobs. $39M wasn’t enough for DJ D-Sol I guess, vinyl is expensive. Chief Information and Digital Officer Thomas Peck, Jr. is getting a one-time equity award of $1.5M at Sysco Corporation to focus him on the successful implementation of a significant, multi-year technology initiative. 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. And MGM Resorts CEO William Hornbuckle gets a special one-time cash bonus of $8M merely for continuing to do his job as he signs a new employment agreement. CBRE Group’s COO Vikram Kohli received a one-time cash retention bonus of $1.45 million for not quitting. If the Company terminates Mr. Kohli without Cause or he resigns for Good Reason, there is no obligation to repay the Retention Bonus. On May 21st, about a month after its 2025 proxy statement, Thermo Fisher Scientific announced a $60M retention equity award for CEO Marc Caspar “to secure his continued leadership through at least May 2030.” On that same day, shareholders resoundingly rejected Thermo Fisher’s Say on Pay proposal: 65% NO Pay Committee chair Dion Weisler (13% NO), R. Alexandra Keith (2% NO), James Mullen (2% NO), Scott Sperling (6% NO) Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. Fairbank Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M. Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median. Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M. Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program. Down to 2F Meg Crofton is stepping down at HCA Healthcare, meaning the board will have only two women with a total of 3% influence. Suzanne Nimocks will be leaving the board of Ovintiv. The Ovinitiv board is now down to only two women with a total of 12% influence And after two decades of board service with only 3% of influence, Diana Cantor is out at Domino’s Pizza, which means the Domino’s board is also down to only two women with a total of 8% influence. Tina Hunt leaving the Veeva Systems board: Down to 2F with 7% total influence. Likewise at Emerson Electric: Director Leticia Gonçalves Lourenco tendered her resignation Down to 2F with 7% total influence Laela Sturdy steps down at UiPath, leaving only two women on the board with a combined influence of 2%. The ‘Down to 2F’ trend continues: Nancy Tellem stepping down at Rocket Companies Keeping 2F Nutanix is comfortable with only two women as they replace retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who also has experience being CFO, and a guy that already serves on four other publicly-traded companies so he understands how to schedule board meetings. Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell Technology At Live Nation Entertainment Trump administration toady Richard Grenell joins a 2-women Board; just this morning the new Live nation Entertainment director tweeted: “Left wing violence is out of control from Palm Springs, CA to Washington, DC. Leaders on the Left must speak up now. We all must focus on this growing Left wing violence problem.” Grenell is miraculously the acting president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.” Director Brian Ruder has stepped down from the board of Informatica. Despite the fact there are only two female directors with a total of 9% influence, Informatica immediately appointed another man to the board: Alex Vander Linde, who will serve as a Class III director, meaning shareholders won’t be allowed to have a say on his appointment until the annual meeting of stockholders to be held in 2027 In honor of our fake meritocracy and very real anti-DEI business climate, American Financial Group is expanding its sausage party to 11 dudes and only 2 women as Craig Lindner Jr. and David L. Thompson Jr. are added to the board. In true meritocratic bullshit, the press release states that “There are no arrangements or understandings between Mr. Lindner or Mr. Thompson and any other person pursuant to which Mr. Lindner or Mr. Thompson were elected as Directors of the Company” but it fails to mention that Craig Jr. is the son of the co-CEO and the nephew of the other co-CEO. Whatever, dude! Affirm Holdings, however, is keeping the board at two women and ignoring the problem by replacing retiring director Keith Rabois with Richard Galanti, keeping its board below the accepted minimum threshold of three women on the board. Thomas Frist, III is stepping down at VeriSign, a board with only two women. Will they take this opportunity to replace him with a woman? Same thing at Nutanix where Brian Stevens just stepped down on a board with only two women And at Live Nation Entertainment where Greg Maffei’s 33% influence just left the board. Circumventing the Alternative democracy 22 days after the company’s annual meeting where shareholders vote on the election of directors, Uber Technologies appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating and Compensation Committees alongside board chair Ron Sugar. International Flavors & Fragrances adds Virginia Drosos to the board as well as to 3 board committees only one month after their annual meeting in May The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit Committee And American Water Works Company didn’t even wait a month before increasing the size of the Board to nine members and appointing Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee of the Board. Pitney Bowes has cleverly circumnavigated shareholder approval as it appointed Brent Rosenthal to its Board only a month after its annual meeting in May. Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting. Democracy avoided. Similarly, PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting. Also waiting 19 days was MicroStrategy, who 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. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room. PROXY CAGE MATCH Activist sway: At The Walt Disney Company, shareholders have decided that everything is good again now that Nelson Peltz has left the building: Maria Elena Lagomasino 2025: 98% YES 2024: 63% YES 2023: 92% YES Michael B.G. Froman 2025: 99% YES 2024: 87% YES 2023: 96% YES Say on Pay 2025: 89% YES 2024: 78% YES 2023: 88% YES ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee: “Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.” 2024 vote: Wielansky (99.6% YES) and Freed (98.8% YES) ISS Supports Compelling Case for Change to AstroNova Board of Directors ISS finds “change at the Board level is warranted to improve independence and oversight” 2024 vote: 97% YES for entire board last year ISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman. 2024 vote: Against: 2.4%; Abstain: 12.1% ISS vs Glass Lewis 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.” Penn Entertainment shareholders are getting conflicting messages from ISS and Glass Lewis on how to vote on activist investor HG Vora’s three dissident nominees: [Carlos Ruisanchez, Johnny Hartnett, and William Clifford to Penn’s board]. ISS and HG Vora are saying YES to all three while Penn and Glass Lewis are saying NO to former Penn CFO William Clifford (2001-2014). Penn is also saying they shrunk their board from nine to eight directors so don’t even bother trying: it sounds like the courts will decide this one because Clifford is running unopposed and will certainly be getting at least one vote, which makes him the hypothetical winner for the ninth chair. ISS said: “The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board’s ability to effectively oversee management during the push into interactive … There is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition.” Glass Lewis said: “We believe certain aspects of Clifford’s profile may overlap with existing or anticipated members of the board … The board’s assertion that his background is not sufficiently differentiated — and its unanimous decision not to support him despite backing two other dissident nominees — raises questions as to whether he would bring distinctive value at this time.” Penn said: during Clifford’s time as CFO he argued against the introduction of a loyalty program, which later became a lucrative addition to Penn’s business. And that “during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions.” The big Proxy Cage Match is between Phillips 66 and Elliott Investment Management. In a nutshell, Elliott has nominated four directors, wants to split the CEO-chair role, and mandate annual director elections. This week three proxy advisors who represent over 70% of institutional votes weighed in on the May 21 meeting: ISS and Egan Jones are saying YES to all 4 Elliot nominees: Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt. ISS said the nominees would dismantle Phillips 66’s “culture of complacency” and that Phillips CEO Mark Lashier’s dual role as chairman represents a “disconnect from shareholders.” Glass Lewis, on the other hand, is saying yes to the men but not the woman: Stacy Nieuwoudt, a former senior energy and industrials analyst at Citadel VOTE RESULTS TABLE Here are the highlights from 522 large-cap annual meetings since May: 315 total SHPs: but from only 188 companies, meaning 334 meetings had zero SHPs 132 at 29 companies: 183 at 392 Only 25 SHP victories Only 33 “wins” overall: Say on Pay Molina Healthcare: 59% NO Otis Worldwide: 61% NO Simon Property Group: 53% NO THERMO FISHER SCIENTIFIC: 65% NO Warner Bros. Discovery, Inc. (60% NO) A combination of financial underperformance and ludicrously annual increases in CEO pay undid David Zaslav’s $52M pay package (up from $39M just two years ago) Viridian Therapeutics: 51% NO increase equity plan by 8M shares Simple Majority vote (12 wins) Boston Scientific: 95% YES Duke Energy: 98% YES Entegris: 89% YES ICU Medical: (85% YES) Albemarle: (68% YES) Choice Hotels International: 97% YES Alexandria Real Estate Equities: 84% YES Celanese: 64% YES Skyworks Solutions: 98% YES EPAM Systems (52% YES) MARKEL GROUP INC. (71% YES) HUBSPOT INC (51%) Shareholders ability to call a special meeting Molina Healthcare: 69% YES Revvity: 65% YES CMS Energy: 70% YES LKQ Corp: (83% YES) US Foods Holding Corp. (86% YES) Teledyne Technologies: 59% YES MONOLITHIC POWER SYSTEMS: 58% YES Transparency in Political Spending (Chevveden) Teradyne: (51% YES) Cboe Global Markets: (56% YES) Act by Written Consent CDW Corp (51% YES) Declassification Charles Schwab: John Chevedden, on behalf of James McRitchie (84% YES) Phillips 66: MGMT Proposal: declassification 97% YES Fidelity National Financial: elect each director annually 93% YES Idexx Laboratories: Annual Election of Directors (92% YES); no recommendation from board Builders FirstSource: MGMT Proposal: Remove Limits on the Size of our Board of Directors 63% NO 80 “moral” victories (over 30%): Say on Pay Ally Financial: 37% NO Albemarle: 31% NO S&P Global: 31% NO EBAY Equity Incentive Award Plan 45% NO O-I Glass: 34% NO Las Vegas Sands: 38% NO Akamai Technologies: Stock Incentive Plan 41% NO AIG: 35% NO Diana M. Murphy 21% NO; Linda Mills 26% NO; James (Jimmy) Dunne III (~20% NO) BlackRock: 33% NO CVS Health: 41% NO DigitalBridge Group, Inc. (33% NO) DOCUSIGN, INC. (44% NO) Carlyle Group Inc. (30% NO) AXON ENTERPRISE, INC. (33% NO) Arista Networks, Inc. (38% NO) UNITEDHEALTH GROUP INC (40% NO) ANTERO RESOURCES Corp (30% NO) DEVON ENERGY CORP/DE (35% NO) PayPal Holdings, Inc. (34% NO Equity Incentive Plan) Chipotle Mexican Grill: 45% NO on Pay CORPAY: 47% NO on Pay COSTAR GROUP: 46% NO Pay Truist: 41% NO Citizens Financial Group: 41% NO Lattice Semiconductor: 44% NO Pfizer: 47% NO Goldman Sachs: 34% NO EQUINIX INC 40% NO to issue 3.3M shares Shareholder approval on excessive golden parachutes Adobe: 47% YES Citigroup: 32% YES Intuitive Surgical: 44% YES Illinois Tool Works: (33% YES) CF Industries Holdings: (44% YES) Capital One Financial: (44% YES) Lockheed Martin: (41% YES) T Price Rowe: (37% YES) Vertex Pharmaceuticals: 37% YES TRAVELERS COMPANIES (42% YES) Simple Majority vote Marathon Petroleum: 48% YES WEC Energy Group: (41 % YES) AbbVie: (49% YES) Medspace Holdings: 31% NO SOUTHERN CO (45% YES) Shareholders ability to call a special meeting IQVIA Holdings: 43% YES Paccar: 32% YES Prologis: (44% YES) NVR: (30% YES) NiSource: (35% YES) Xylem: 46% YES NETFLIX: 42% YES HARTFORD INSURANCE GROUP (40% YES) Booking Holdings Inc. (49% YES) EBAY 49% YES PayPal (44% YES) DEVON ENERGY (8% YES) Independent board chair Dover: 37% YES Eastman Chemical: 30% YES Prudential Financial: (35% YES) Gilead Sciences: (36% YES) JPMORGAN CHASE (37% YES) Colgate-Palmolive: 30% YES Cummins: 41% YES Marvell Technology: 38% YES CORPAY: 39% YES Fortinet: 42% YES political contributions Otis Worldwide: 40% YES COSTAR GROUP: 33% YES Cadence Design Systems: (44% YES) Act by written consent EQUINIX INC (35% YES); also 40% NO to issue 3.3M shares CVS Health: 43% YES DELTA AIR LINES: 42% YES ANSYS: 41% YES EQUINIX INC 35% YES Intel: 31% YES Equal shareholder voting 31% YES Alphabet: 31% YES 96.1% of Class B shares (10 votes) held by Larry Page/Sergey Brin/Eric Schmidt/John Doerr=57.3% voting power; 73% on non-class B voted YES United Parcel Service: reduce the voting power of UPS class A stock from 10 votes per share to one vote per share (38% YES) Other Baxter International: executives retaining significant stock (37% YES) Don’t see this one too often: John Chevveden: a policy requiring the 5 Baxter named executive officers to retain a significant percentage of stock until reaching normal retirement age Gilead Sciences: requesting a comprehensive human rights policy and human rights due diligence process (36% YES); Sisters of Mercy of the Americas; how? Pope love? Fidelity National Financial: (MGMT Prop) redomestication of the Company from the State of Delaware to the State of Nevada 34% NO BJ's Wholesale Club: GHG emissions reduction 30% YES: Trillium ESG First SHP since its 2018 IPO Annual director resignations: Phillips 66 (33% 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% International Flavors & Fragrances: 15% NO on Pay, lowest director 94% YES Ally Financial: 37% NO on Pay, lowest director (Fennebresque) 90% YES, all others 95% or higher Valero Energy: 25% NO on Pay; all directors over 92% GE: 29% NO on Pay; all directors over 92% Intel: 28% NO on Pay; lowest director (Sanghi) 88% YES, all others 90% or higher Albemarle: 31% NO on Pay; all directors at least 94% S&P Global: 31% NO on Pay; all directors at least 95% YES Otis Worldwide: 61% NO on Pay; lowest director 93% YES/98% average YES Alexandria Real Estate Equities: 27% NO on Pay; lowest director 91% YES Las Vegas Sands: 38% NO on Pay; 6 of 9 directors between 10% and 18% NO BlackRock: 33% NO on Pay; lowest 2 directors 92% and 96% Motorola Solutions: 20% NO on Pay; lowest director 92% YES CVS Health: 41% NO on Pay; lowest director 91% YES (97% average YES) THERMO FISHER SCIENTIFIC Weisler 13% NO; 96% Average: Pay 65% NO AMAZON COM: lowest 94% 22% NO Pay UNITEDHEALTH GROUP INC (40% NO on Pay): Flynn 13% NO; Noseworthy 14% NO board average 6% NO Hemsley 7% NO Carlyle Group Inc. (30% NO on Pay) but lowest director 94% YES Warner Bros. Discovery, Inc. (60% NO on Pay) but only two directors with low votes: Anthony J. Noto 29% NO; Pay Committee Chair Paul A. Gould 13% NO DEVON ENERGY: lowest NO 6% Mosbacher; 35% NO on Pay Chipotle Mexican Grill: lowest director 4% NO Fili-Krushel & 45% NO on Pay “One-time retention awards” on August 2024 after Brian Niccols left: $38M aggregate to NEOs COSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO Pay IonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for vote The directors : ~30 over 30% CME Group: Nominating Committee Chair Phyllis Lockett (41% NO) Expeditors International of Washington: James M. DuBois (30% NO), Brandon S. Pedersen (36% NO), Olivia D. Polius (29% NO) Ares Capital: Kelly (29% NO); Siegel (32% NO) WEX: James (Jim) Neary 31% NO; Melissa Smith 33% NO; Jack VanWoerkom 41% NO Enphase Energy: Thurman John Rodgers 61% NO (classified board) “The Company believes this outcome was primarily due to certain stockholders’ concerns regarding his service on two additional public company boards, in addition to his role as a public company executive officer. While Mr. Rodgers complies with the overboarding policies of a leading independent proxy advisory firm, some institutional stockholders and the other leading advisory firm apply more restrictive proxy voting guidelines on that issue.” (Gomo also on two boards) Related party Transactions with Complete Solaria, where Rodgers is CEO Was CEO/Chair at Rodgers Silicon Valley Acquisition Corp., a SPAC that successfully completed a business combination with Enovix Corporation in July 2021, where he continues to serve as the Chair Other directors who also served on the SPAC’s board” Steven Gomo and Joseph Malchow Chair of Pay Committee; member of Nomination Committee Owns 1.5% shares Haverty Furniture: 42% NO G. Thomas Hough Universal Health Services: Maria Singer (49% NO; Class B & D) Teleflex: All directors between 28% and 36% NO; (Say on Pay 27% NO) Simon Property Group: Glyn F. Aeppel (37% NO); Larry C. Glasscock (30% NO); Gary M. Rodkin (27% NO); Peggy Fang Roe (27% NO); (Say on Pay 53% NO) Arista Networks, Inc. (Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO) FTAI Infrastructure Inc. (Judith A. Hannaway 36% NO (classified)) DOCUSIGN, INC. (Blake J. Irving 42% NO (classified)) NETFLIX: 78% NO Jay Hoag Failed attendance CG Oncology: 44% NO James J. Mulé (classified) ANTERO RESOURCES: 30% NO Benjamin A. Hardesty; 24% NO Robert J. Clark (classified) Pure Storage: 64% NO Scott Dietzen; 21% NO Charles Giancarlo; John Murphy & Greg Tomb 18% NO (classified) Dietzen Vice Chairman and Former CEO (2010-2017) and on Nomination and Risk Committees; referred to as "Independent" Alphabet: Larry Page 19% NO (44% NO) Page/Brin 52% Voting Power Core & Main: Gipson 35% NO (classified) VEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NO Vertiv Holdings Joseph van Dokkum 46% NO chairman of the Nominating Committee: 1 woman; 9 men Jacob Kotzubei 54% NO Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances CrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified) Winners Robinhood Markets: John Hegeman 99.94% YES Dell Technologies: David Grain 99.93% YES Reddit: Sarah Farrell 99.93% The oddities: 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 : 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) COMCAST: CEO pay ratio factor 4% YES Draftkings: board matrix disclosure 4% YES: The Comptroller of the City of New York The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders and further believes that the Company’s existing skills and diversity disclosure and practices as to Board composition and recruitment achieve the objectives of the proposal. the Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, we believe that Board decisions should reflect the collective wisdom of the group. Our disclosures are focused on emphasizing the collective strength of our Board. We believe Ms. Mosley is qualified to serve on our Board due, among other things, to her extensive investment experience and background, including her experience serving as a member of the boards and committees of several large U.S. public companies. CHARLES RIVER LABORATORIES INTERNATIONAL: report on non-human primates: PETA (8% YES) vs. TENET HEALTHCARE : strategies and programs for improving maternal health outcomes (5% YES): The New York State Common Retirement Fund ServiceNow: right to cure purported nomination defects 3% YES: James McRitchie When reviewing one corporation’s advance notice bylaw, a Delaware judge noted that disclosures required of a nominating stockholder “would choke a horse.” Cigarettes: Wynn Resorts: 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) KROGER: discarded cigarette pollution 9% YES: Sister of St. Francis of Philadelphia 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. JUNIPER NETWORKS: list more candidates than the number of directors to be elected 3% YES: Jing Zhao: “One of the core problems of corporate governance is that American corporate boards are not democratically elected” Auditor dissent?! Edwards Lifesciences: 12% NO on Pay; 10% NO on Auditor Ecoloab: 11% NO on Pay; 13% NO on Auditor Service Corp International: 12% NO on Pay; 12% NO on Auditor Idex Corp: 13% NO on Pay; 13% NO on Auditor Stryker Corporation: 8% NO on Pay; 10% NO on Auditor Elevance Health: 12% NO American Water Works: 12% NO First Solar: 13% NO Align Technology: 10% NO THERMO FISHER SCIENTIFIC: Auditor 12% NO The bullshit: I’m calling this the Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting: DT Midstream: Management (86% YES) versus John Chevveden (35% YES) Floor & Decor Holdings: Management (96% YES) versus John Chevveden (40% YES) 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%. Align Technology: Management (65% YES) versus SHP John Chevveden (17% YES) Akamai Technologies: 10% call a special meeting (51% YES/58,453,104) vs. 25% call a special meeting (52% YES/59,520,777) Verisk Analytics: 25% (91% YES) vs. 10% special meeting (43% YES) Equitable Holdings 25% (99% YES) vs. 10% special meeting (27% YES) The “require vote of 80% of outstanding shares” management proposal scam: Eli Lilly and Company: eliminate the classified board structure (87% YES of shares voted) eliminate supermajority voting provisions (86% YES of shares voted) AbbVie: eliminate supermajority voting (99% YES) Meta Platforms: MGMT: 25% NO on equity plan 11% NO on Pay 71% want Say on Pay every 3 years SHP: Dual Class Capital Structure 26% YES Disclosure of Voting Results Based on Class of Shares 21% YES Report on Hate Targeting Marginalized Communities 15% YES Report on Child Safety Impacts and Actual Harm Reduction to Children 13% YES Risks of Deepfakes in Online Child Exploitation 6% YES AI Data Usage Oversight 10% YES Data Collection and Advertising Practices 11% YES Proving Matt’s proponent theory: Mastercard: racial equity audit report 11% YES: SEIU MasterTrust affirmative action risks 0.4% YES: National Center for Public Policy Research Netflix Jay Hoag (1999-; 2 years after Reed Hastings) “The Board held four meetings during 2024. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees, other than Jay Hoag who attended 50%.” The Board held four meetings during 2024 The Nominating and Governance Committee of the Board consists of four non-employee directors, Messrs. Hoag (Chair) Each member attended all the Nominating and Governance Committee meetings held in 2024, other than Mr. Hoag who did not attend one meeting. The Nominating and Governance Committee met two times in 2024. Currently holds $451M in Netflix stock Prior votes: 2024: 9% NO 2023: 23% NO 2023: overboarded: Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton 71% NO on Pay 2022: N/A MGMT proposal to declassify the board 99.6% YES MGMT proposal to eliminate supermajority voting provisions 99.6% YES 73% NO on Pay SHP Lobbying Activity Report 60% YES SHP simple majority vote 58% YES 2021: N/A SHP political disclosures 80% YES SHP simple majority vote 90% YES 2020: 55% NO 2020: simple majority vote: “This proposal won more than 80% support 4-times at Netflix since 2013: 2019- 88%, 2016-82%, 2015 -80%, 2013 -81% But our governance committee has not yet put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy and gave governance committee Chairman Jay Hoag a negative vote of 48% in 2018 while he was running unopposed.” SHP simple majority vote 73% YES 2019: N/A SHP simple majority vote 88% YES 2018: N/A SHP simple majority vote 84% YES Binding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 71.4% of vote YES 2017: 49% NO 2017: “Lead Director Jay Hoag's long tenure and the fact that he was an early investor of Netflix, may compromise his independence. Less than 51% of the votes supported his election in 2014. Moreover, Mr. Hoag's Crossover Ventures provided early-stage funding to Zillow and Expedia, two companies founded by Mr. Barton. Hoag and Barton served together on the board of Zillow.” SHP repeal classified board 63% YES SHP simple majority vote 63% YES Binding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 64.2% of vote YES 2016: N/A SHP repeal classified board 83% YES SHP simple majority vote 82% YES SHP majority voting policy 87% YES 2015: N/A SHP repeal classified board 80% YES SHP simple majority vote 80% YES 2014: 49.7% NO SHP repeal classified board 82% YES SHP Independent board chair 47% YES SHP majority voting policy 82% YES 2013: N/A SHP Independent board chair 73% YES SHP repeal classified board 88% YES SHP simple majority vote 81% SHP majority voting policy 81% YES 2012: N/A SHP repeal classified board 758% YES 2011: 91% SHP majority voting policy 72% YES 2010: N/A THE BIG VOTE PICKS MATT Votes Cast: 73% of all votes were directors 25% were management proposals (auditors, pay) 3% were shareholder proposals Media share was 95% anti-ESG shareholder proposals? SHP roundup - 3% of your voting capital: Of 40 companies targeted by Anti-ESG, Anti-Woke, 14 also targeted by ESG proponents in straight up duels In head to heads, Antis averaged 1.2% support vs. Pros 7.7% support - feel free to both claim victory that more than 90% of investors didn’t care either way? INTEL CORPORATION WALMART INC. BERKSHIRE HATHAWAY INC. MCDONALD'S CORPORATION THE COCA-COLA COMPANY DEERE & COMPANY BEST BUY CO., INC. CHEVRON CORPORATION CITIGROUP INC. STARBUCKS CORPORATION VERIZON COMMUNICATIONS INC. YUM! Brands, Inc. META PLATFORMS, INC. ALPHABET INC. Proponent type average vote share rates: Activists: 23% (does NOT include director votes, just bylaws and proposals) Antis: 2.2% AOs / Pensions: 11.9% Pros: 10% Governance: 29% Governance related SHPs had the highest average vote rate… Religious: 10.3% Proponent actual wins: Governance: 18% WIN RATE … and also the highest win rate - and by highest, I mean only-est. EVERYONE ELSE: 0% WIN RATE Once again - stop talking about Shareholder Proposals, talk about Shareholder Proponents - the governance proponents, including McRitchie and Chevedden are the only ones doing their jobs and winning Chevedden alone got >50% SHP votes on 27 proposals, largely focused on simple majority voting, board declassification, and special meetings McRitchie average 38% vote getting in our data, with 3 wins Articles about what they ask for: zero. Articles about National Legal and Policy Center, National Center for Public Policy Research, and Bowyer Research? Literally hundreds - while the vote share was 1.9% with zero wins The anti woke are using proxies as cheap press releases for momentum building in media, not winning or policy - it’s governing by narrative - stop talking about them and they disappear Quote of the year: Jing Zhao, “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.” Director round up - 73% of your voting capital Results round up Averages: Overall The average high vote: 97.75% The average low vote: 88.48% Company median: 95.24% Gender/diversity - the death of diversity on boards has been drastically overrated, but only because no one knows who’s on a board. If you’re an executive, being diverse is worse. White male non-executives were the lowest average vote getter at 94.8%, black women were the highest at 96.8% The “executive premium” for men was 6x women, with male executive directors getting 1.34 percentage points higher vote than male non-executives, while female executive directors only got 0.24 percentage points higher Black executive directors were the only cohort with a NEGATIVE executive premium - black men got -1.55 percentage point lower votes on average Vote outs At 1400 US companies with votes and no activists involved, 12 companies had one director each get less than 50% of the vote Most prominent was Netflix, who ignored That’s ~11,500 director votes, 12 vote outs not related to an activist Investors this year are VERY bullish on directors: 0.01% vote out rate Meanwhile, out of the 11,500 directors up for a vote where we have data, 2,100 bat under .333 for TSR, 1,600 bat under .333 for BOTH TSR and earnings, and 623 have a history of low shareholder returns, low earnings, and perpetual controversies The 623 bottom of the barrel would suggest a 5.4% vote out rate on pure performance failure Next year trend alert: given fewer options for substantive engagement, investor aggression is all that’s left without dialogue until companies ask regulators to unwind their de-regulation Result: more votes against directors on pure numbers, less focus on SHPs Vote Gap - directors batting .333 or lower on TSR vs. average vote at the company Average vote gap was actually +1.3% - bottom directors outperformed average vote at the companies Most aggressively stupid was a Harley Davidson’s vote The Vote Gap was 15.2% - investors voted FOR the bottom performers, who got 15.2% percentage points more support than the average director Activists: 10% success rate in 24/25 season - bad season overall, but big wins? 172 of 640 dealt with the board as a primary objective 331 of 640 were governance focused (not strategic, M&A, etc) 9% in 23/24 10% in 22/23 15% in 21/22 16% in 20/21 15% in 19/20 18% in 18/19 18% in 17/18 17% in 16/17 14% in 15/16 Proxy Countdown topics and favorites Merit We built a system of merit because of the talking points about “returning to the meritocracy” Director pay - they are paid like NEOs on a pro rata basis after vesting Non profit board interlocks 36,492 new loops added - increase of 33% from board interlocks alone 95 companies had ZERO loops outside of nonprofits CEOs and Chairs, the jump was from 4-5% to 15-17% Lead “Independent” directors, independence Average tenure for LID is 15 years Statutory independence is stupidly myopic - SEC redefinition as “social independence” really a disclosure problem, not regulator Tesla case in point CEO succession data Active director with the most transitions: James Hance (8), Jim Kilts (8) Director with the most fails: the Icahn family! Brett Icahn at 4 transitions, ALL failed in one way or another Jeff Stein at Ambac has one transition, but somehow managed to have three separate shareholder dissent flags (activist, engagement, votes against) Finally, Roger Moore at Verisign has done 5 transitions, and 4 of them resulted in the CEO staying 3 years or less before leaving Plus30s Trend of adding directors inside of 30 days of AGM completion Happens at classified boards, where directors have strong network power, and there are less insiders on boards Favorite company: Parker Hannifin Of the 25 connections between directors in the last decade, 16 of them go through Nordson Nordson headquarters are in Westlake, Ohio - Parker Hannifin headquarters are in Cleveland, a 45 minute drive away 4 of the 9 independent directors are inside 250 miles of headquarters When we factor in college/graduate institutions, 66% of the directors have lived, learned, and worked within 250 miles of Parker HQ, and half of them are under 200 miles away - A DRIVE! The influence of directors JUST FROM OHIO is 40% of the board