The new SEC proposal rules

A very special roundtable with Kelly Tang and Rick Wartzman of Bendable Labs, Lila MacLellan from the Wall Street Journal Leadership Institute, and Dottie Schindlinger from Diligent to talk about the Wall Street Journal Leadership Institute’s Best Boards of 2026 ranking

This is Proxy Countdown. Welcome to the big show for the week of October 19, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Zuck does what’s best for Zuck, part 8,000 The Copart CEO dresses like Elon Musk for Halloween A former Disney CEO is being paid to hang around and be ready to do something Some quirks at upcoming annual meetings And on the Big Vote, Matt talks EU regulations Trade Wire Top Stories: 36 Filings since October 13th The headlines Meta (Zuck) is creating a new share of stock (Class C for Clown) with zero voting power, meaning Mark Zuckerberg keeps total control of the company, etc. Non-Zuck Class A shareholders essentially get a 2-for-1 stock split. In a nutshell, Zuck can sell off or donate massive piles of stock to fund other projects without losing voting power. Meta (Zuck) is essentially letting Zuckerberg gradually cash out his new shares to cover a potential multi-billion-dollar California wealth tax, but only on the condition that he stays in California and continues running the company from headquarters for the next eight years. How did we get here? The decision was made by a Special Committee established in February 2026 consisting of Ambassador Robert M. Kimmitt, Charles Songhurst, and Tony Xu. “Special Committee Counsel summarized the findings of their independence analysis of the members of the Special Committee. Special Committee Counsel noted that Mr. Xu disclosed a personal friendship with Mr. Zuckerberg but that he affirmed that such relationship would have no impact on his ability to exercise his independent judgment in assessing a Potential Recapitalization.” Ambassador Kimmitt, Meta’s Lead Independent Director who chaired this Special Committee, is Senior International Counsel at WilmerHale. The filing reveals that Meta paid WilmerHale $62.3M in legal fees in 2025 alone (nearly 4% of the entire law firm’s annual revenue). It’s fine though because the Ambassador “is walled off from the firm’s representation of the Company.” Top 3 dumb things: The “I’m a Sad, Poor Billionaire” Defense: Since January 1, 2013, Mr. Zuckerberg has taken a salary of only $1 each year for his service as the Company’s chief executive officer and chairman of the Board. This is extraordinarily different from what his peer (and even non-peer) CEOs are paid. If the California wealth tax is enacted and Mr. Zuckerberg becomes liable for a tax payment, Mr. Zuckerberg would effectively be paying to serve as the Company’s chief executive officer while residing in California. “Independent” financial advisor Moelis & Company LLC’s conflict of interest is actually a good thing!: “In assessing Moelis' independence, the Special Committee noted that (i) a senior member of the proposed Moelis team, the name of whom was disclosed to the Special Committee, had acquired approximately 30,000 shares of Class A common stock of the Company, with such shares valued at $18,888,391 as of March 17, 2026 and that such interest was helpful in confirming that such senior member of the Moelis team was financially aligned with the Class A shareholders.” “The Special Committee Engaged in Robust Negotiations with Mr. Zuckerberg and Secured Meaningful New Commitments from Mr. Zuckerberg Regarding His Control and Leadership” “Mr. Zuckerberg would not consider changes to the terms of his voting shares, including the sunset provisions on the Class B common stock set forth in the Governance Proposal, and that Mr. Zuckerberg was considering establishing residence outside of California in light of the risk that California Proposition 40 could become law.” Stupid money… COPART: CEO A. Jayson Adair gets special equity award of 20M options worth up to about $788M: Tranche 1: $26.27 per share Tranche 2: $35.03 per share Tranche 3: $43.78 per share Tranche 4: $52.54 per share Trade Desk: options repricing A massive bailout for top executives—including CEO Jeff Green—who had their deeply underwater options slashed from as high as $75 down to $12.26 in exchange for just a six-month retention requirement. Final vote was 441M yes to 232M no Class A (1 vote per share) and and Class B (10 votes per share held almost entirely by founder/CEO Jeff Green) Heading into the October 19, 2026 Special Meeting, Green controlled roughly 42.1 million Class B shares, giving him 50.2% of the company's total voting power all by himself. Multiplied by 10, Green’s Class B shares alone represented approximately 421 million votes. Because Green was not required to recuse himself or abstain, he voted his super-voting shares "FOR" the proposal. EXPAND ENERGY: appointed Daniel E. Brown as CEO; Interim CEO Michael Wichterich will continue as board chair make-whole equity award to new CEO Daniel Brown worth $16M Interim CEO Michael Wichterich gets $1M equity for 8.5 months MATTEL: New CEO Roger Lynch golden hello equity awards: Make-Whole RSUs $6M & Inducement PRSUs $6M MongoDB: Interim CEO Dev Ittycheria (former CEO and current director) $500K golden hello cash; $15M equity vesting in 2027 Was CEO from 2014 to 2025 CFO Michael Berry retention award of $10M time-based equity with 100% accelerated vesting if terminated without cause or if he resigns for good reason Still caring about something COSTCO WHOLESALE: announced bonus awards to CEOs where $200K ($80K for NEOs) can be earned relating to environmental and social objectives based on quantitative performance metrics (including those concerning human capital and environmental-related areas). Board to C-Suite The leadership boondoggle: Down to 2F Overall: 19 director changes: 19% incoming directors are women; 33% outgoing are women PROXY CAGE MATCH Disney’s Former CEO Is Getting $100,000 a Month as Activist’s Nominee for Vail Board Oasis Management (9.6% stake in Vail Resorts) is paying former Disney CEO Bob Chapek $100,000 a month as a nominee for the board of Vail Resorts. Oasis also agreed to give Chapek a forgivable $500,000 loan to purchase Vail stock if he is elected to the company’s board Chapek is one of four nominees A proxy cage match at Empery Digital resulted in one director swap: Empery director Oran Olason was voted out (56% no) while one of four ATG Capital Management Nominees was voted in: Aaron T. Morris 56% yes. VOTE RESULTS TABLE Since October 14th: 3 companies Zero directors over 20% no; all boards averaged at least 93% yes; say on pay all over 91% yes PROCTER & GAMBLE 3 SHPs Lower Threshold for Special Meetings 37% yes: The Accountability Board Eligibility Thresholds Policy 26% yes: The National Legal and Policy Center adopt a policy committing the Company to include in its annual proxy statement any shareholder proposal submitted by a shareholder, or group of shareholders, that satisfies any of the following eligibility thresholds and is otherwise compliant with the procedural and substantive requirements of Rule 14a-8, regardless of any future federal regulation permitting higher ownership or holding-period requirements, and consistent with applicable state law: shares of the Company's common stock with a market value of at least $2,000 held continuously for at least three years prior to submission; or shares of the Company's common stock with a market value of at least $15,000 held continuously for at least two years prior to submission; or shares of the Company's common stock with a market value of at least $25,000 held continuously for at least one year prior to submission. Charitable Contributions Reporting 4% yes: The Bahnsen Family Trust (conservative Christian advocate): 2023 anti-DEI proposal at JPMorgan: My Bid to Make JPMorgan Less Woke Upcoming Annual Shareholder Meetings 20 Meetings key takeaways Weird times Performance Food Group Company 8:00 A.M. ET Avnet 8:00 am local time (PT) Lumentum Holdings 8:00 a.m. Pacific Time Western Digital 8am PT Sysco 7:00 a.m. Central Time Sandisk 8am PT BGC Group 10am ET Non-virtual Tesla: both virtually and in person for a limited number of shareholders at Tesla’s Gigafactory Texas Avnet: Corporate Headquarters Very Sad CEO Pay Ratios Lumentum Holdings 1478:1 Western Digital 1457:1 Fabrinet 1317:1 Very Fake CEO Pay Ratios Tesla 0.00:1 (Elon) Atlassian Corporation 0.23 to 1 (dual class co-founder with 43% voting power Michael Cannon-Brookes) 1 Actual SHP The Campbell’s Company: report on the effectiveness of the Company’s regenerative agriculture program including pesticide reduction outcomes: As You Sow 1 Fake SHP Avnet: ​​Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold: John Chevedden Board Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 25% Ownership Threshold Tesla December 3, 2026, at 3:00 p.m. Central Time both virtually and in person for a limited number of shareholders at Tesla’s Gigafactory Texas elect three Class I directors Elon Musk, Robyn Denholm and JB Straubel 0 SHP CEO Pay Ratio 0.00:1 One share one vote Elon Musk 20% ​ ​ Vanguard 5% Performance Food Group Company November 18, 2026 8:00 A.M. Eastern Time virtual elect 10 directors 0 SHP CEO Pay Ratio 109:1 One share one vote Capital World Investors 15% BlackRock 9% Fidelity 7% Vanguard 5% George Holm 2% Atlassian Corporation December 1, 2026 2:00 p.m. Pacific Time virtual elect 9 directors 0 SHP CEO Pay Ratio 0.23 to 1 Dual class Class A 1 vote per share BlackRock 1% voting power Class B 10 votes per share Michael Cannon-Brookes 43% voting power Scott Farquhar 43% voting power Avnet November 20, 2026 8:00 am local time (PT) Avnet’s Corporate Headquarters elect 10 directors Board Proposal to Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 25% Ownership Threshold 1 SHP ​​Provide Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold: John Chevedden CEO Pay Ratio 250:1 One share one vote BlackRock 10% Dimensional Fund 7% Vanguard 8% Lumentum Holdings November 18, 2026 at 8:00 a.m. Pacific Time virtual elect 8 directors 0 SHP CEO Pay Ratio 1478:1 One share one vote Vanguard 6% BlackRock 6% The Campbell’s Company November 17, 2026 9:00 a.m. Eastern Time virtual Elect 12 directors 1 SHP report on the effectiveness of the Company’s regenerative agriculture program including pesticide reduction outcomes: As You Sow CEO Pay Ratio 152:1 One share one vote Dorrance family 25% Bennett Dorrance 15% The Mary Alice Dorrance Malone Revocable Trust 10% Contango 6% Vanguard 8% BlackRock 9% Western Digital November 20, 2026 8am PT virtual Elect 9 directors 0 SHP CEO Pay Ratio 1457:1 One share one vote BlackRock 9% Fidelity 7% Vanguard 8% JPMorgan Chase 5% Fabrinet December 10, 2026 9am PT virtual Elect two Class II directors 0 SHP CEO Pay Ratio 1317:1 One share one vote BlackRock 11% Vanguard 11%  T. Rowe Price 5% Fidelity 5% Sysco November 13, 2026, at 7:00 a.m. Central Time virtual Elect 12 directors 0 SHP CEO Pay Ratio 209:1 One share one vote Vanguard 13% BlackRock 8% State Street 5% Sandisk November 17, 2026 (8am PT) virtual Election of the eight director nominees 0 SHP CEO Pay Ratio 267:1 One share one vote Vanguard 8% BlackRock 6% Fidelity 5% Jane Street 5% BGC Group November 17, 2026 10am ET elect six directors 0 SHP co-CEOs Pay Ratio 77:1, 58:1 and 56:1 Dual class shares Class A Class B 10 votes per share Brandon G. Lutnick/Cantor Fitzgerald 75% Coherent November 18, 2026, at 12:00 p.m., ET virtual Election of four Class Three directors 0 SHP CEO Pay Ratio 1381:1 One share one vote Vanguard 7% BlackRock 7% Fidelity 6% Intapp November 17, 2026, at 10:00 a.m., Pacific Time virtual elect two Class III directors 0 SHP CEO Pay Ratio 89.9:1 One share one vote John Hall 8% Don Coleman 2% Thad Jampol 2% Anderson 22% Fidelity 7% BlackRock 6% Vanguard 5% Viavi Solutions November 11, 2026, at 10:00 a.m. Mountain Time virtual elect 9 directors 0 SHP CEO Pay Ratio 149:1 One share one vote Vanguard 11% BlackRock 10% Oleg Khaykin 1% Donaldson Company November 20, 2026 at 1:00 p.m. (CST) virtual Elect 4 directors (classified) 0 SHP CEO Pay Ratio 135:1 One share one vote BlackRock 10% State Farm 8% Vanguard 11% The Clorox Company November 18, 2026 9:00 a.m. Pacific Time virtual elect 10 directors 0 SHP CEO Pay Ratio 168:1 One share one vote BlackRock 8% Vanguard 7% State Street 7% Jack Henry & Associates November 19, 2026, 11:00 a.m. (CST) Jack Henry & Associates, Inc. HQ elect 9 directors 0 SHP CEO Pay Ratio 87:1 One share one vote Kayne Anderson Rudnick 8% Vanguard 13% BlackRock 7% State Street 6% Resmed Wednesday, November 18, 2026, at 3:00 p.m. US Pacific Time; Thursday, November 19, 2026, at 10:00 a.m. Australian Eastern Time virtual Elect 10 directors 0 SHP CEO Pay Ratio 199:1 One share one vote BlackRock 9% Vanguard 14% AustralianSuper 6% Cracker Barrel Old Country Store November 19, 2026 10am CT virtual elect nine directors 0 SHP CEO Pay Ratio 239:1 One share one vote D.E. Shaw 7% BlackRock 15% Vanguard 5% Nutanix December 11, 2026 9am PT virtual Elect 9 directors 0 SHP CEO Pay Ratio 201:1 One share one vote Fidelity 13% BlackRock 10% AQR Capital 6% Vanguard 5% Director Max de Groen 2% THE BIG VOTE Gameshow: Regulated or unregulated? I give you a series of scenarios, try to guess if it’s regulated under EU ESG Ratings rules that take effect in two weeks. EU Edition You go out and hand collect whether directors in Australia are considered “independent” according to the ASX and show the percentage of boards that are independent. You sell that data to an asset manager in Amsterdam. (NO REGULATION) You take your “independent” percentage and show a simple set of quartiles - which boards are “Top Quartile Independent” vs. “Bottom Quartile Independent” for Australian companies according to ASX standards.(REGULATE) You take your “independent” directors and only count the number of directors who wear dresses in their website images. You count which of them have engineering degrees and estimate, using average IQs of people who get engineering degrees, the percentage of independent directors who like dresses that are high IQ individuals and are also independent. (NO REGULATION) You say “having high IQ individuals on your board is good” and sell it to a French bank. (REGULATE) Under Article 3(1) of Regulation (EU) 2024/3005, an assessment only qualifies as an ESG rating if it satisfies two distinct, cumulative conditions:It is based on an established methodology, AND It employs a defined ranking system of rating categories. Quartiles count as a ranking system. A “defined ranking system” had to be defined, so they clarified: "To adequately define the range of products to which this Regulation applies, the definition of ESG rating should be limited to opinions or scores, or a combination thereof, that are based on both an established methodology and a defined ranking system such as rating categories. For instance, the assignment of an item to a category or a scale that is either positive or negative, based on an established methodology..." You offer opinions about every director in Ireland, including whether they look like they may have body odor, the association of body odor and returns, and whether or not, in your opinion, a particular director lacking body odor is a Strong Performer on the cross section between body odor and returns. You put it on a web platform and it’s free for all. (REGULATE) You do the same exact thing, but you are a non profit. (NO REGULATION) “This Regulation does not apply to... ESG ratings published or distributed by non-profit organisations for non-commercial purposes” A dude you meet at a conference name Armond, who lives and works in the EU at a Belgian asset manager, loves your work on corporate governance - he wants to see all the rankings and analytics around directors, particularly stuff like how deferential a director is to management. You give him your card, high five him, and leave the conference. Armond goes to your website and signs up in his gmail account because his company will block the zine you send out, but he wants to read it. (NO REGULATION) Armond signs up with his Belgian asset manager email account, and the manager has no contract with you and you get zero dollars.(MAYBE REGULATION) Under Article 2(1)(b), a non-EU entity is captured if it issues and distributes ESG ratings: "...by subscription or other contractual relationships to regulated financial undertakings in the Union..." “Other contractual relationships” can include the Terms of Use - if they click a box saying “I agree to the terms of service”, even if the terms state explicitly that free accounts are not for commercial purposes and are for personal, individual use only, it becomes a “contractual relationship” Armond tells five of his colleagues how awesome the site is - he breaks the terms of service and starts downloading everything and mentions it routinely in calls and it informs his proxy voting. (TOTALLY SCREWED) ESMA and EU courts apply the "substance over form" doctrine. If ESMA audits that European asset manager and finds 6 investment analysts actively logging into your portal using their corporate credentials to pull governance scores, ESMA will reject the argument that "we only have a contract with individuals." They will treat your platform as actively distributing ratings to a regulated EU entity under Article 2(1)(b), even if you get zero dollars and it was Armond who screwed you by ignoring the ToS. Fun fact: it costs 40k EU to apply as a non EU company, non refundable with no guarantee of passage - and if you hire a lawyer, at least $30k in fees. They offer a cheaper option if you spend 10k setting up a EU subsidiary (with annual filings and auditing costs of at least 10k a year), then you can register for 2k EUR. But the auditing has to exist for everything - so just to ask to be an ESG ratings company, even if you don’t generate a rating that’s an actual rating, costs a non EU startup at least 70k up front and 15k a year - all for the honor of showing EU asset managers how their directors perform (without judgment). That’s the Proxy Countdown for the week of October 19, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

Trade Wire Top Stories: 59 Filings since October 1st The headlines Skydance CEO David Ellison is scared to do the job himself: steals Ynon Kreiz from Mattel and names him co-CEO; David Ellison will continue as Chair. And then, Skydance Adds Bobby Kotick and Laurene Powell Jobs to Board, Taps Tony Blair as Adviser Before I get to Bobby, Laurene Powell Jobs is the widow of Apple’s Steve Jobs and Tony Blair is the former UK prime minister: both seem to represent channels to power and a slightly liberal-bent, possibly to counterattack the perception that this is a MAGA-friendly company? Now Bobby: After presiding over a toxic workplace scandal at Activision Blizzard, Bobby Kotick faced explosive revelations that he personally shielded accused abusers, concealed sexual assault allegations, and threatened an assistant's life. Instead of being fired, he walked away with a golden parachute worth over $400M when Microsoft absorbed the embattled publisher in a $69 billion buyout. And in case you’re wondering, people like Bobby Kotick represent actual risk; here’s a summary of legal action against Activision/Bobby: The California Civil Rights Department sued over a pervasive "frat boy" culture marked by constant sexual harassment, unequal pay, and retaliation against female employees. Activision settled in December 2023 for $54 million, sending roughly $46 million directly to female workers. The Equal Employment Opportunity Commission targeted widespread sexual harassment and pregnancy discrimination across Activision Blizzard’s gaming studios. The company settled via a consent decree in 2022, creating an $18 million compensation fund for impacted workers. The SEC charged leadership with failing to track workplace misconduct complaints and using restrictive separation agreements that muzzled potential whistleblowers. Activision settled in early 2023 by paying a $35 million civil penalty without admitting wrongdoing. The family of a 32-year-old Blizzard finance manager sued, alleging severe workplace sexual harassment drove her to suicide during a 2017 company retreat. The family voluntarily dismissed the case with prejudice in 2022 and the case resulted in a confidential out-of-court settlement. And finally the Microsoft "Fire-Sale" Shareholder Lawsuit: Swedish pension funds and investors claimed Kotick rushed a discounted $69 billion buyout to Microsoft at $95 per share to secure a massive golden parachute and dodge personal liability. The case settled in 2026 for $250 million, split between Microsoft and board insurers to compensate qualifying shareholders. Stupid money… Live Nation CEO Michael Rapino received several new equity retention grants to keep him interested in being a CEO: Here’s the easiest way to explain this: He used to get an annual $10M long-term equity grant, starting in 2027 he will get 1) $10M in annual performance shares, 2) $15M in annual time-based RSUs, 3) $15M in annual PSUs, and then as a cherry on the top: $20M in upfront RSUs. New Pinterest CFO James Dibbo is getting a golden hello award worth $32M in equity. The previous CFO, Julia Brau Donnelly, served for only 3 years. 3 Pinterest board members have experience as CFO. Here’s a new term: golden handcuffs. Four Skydance named executive officers (including nepobaby David) are set to haul in an additional $50M in annual bonus compensation. Board to C-Suite The leadership boondoggle: COO Spencer S. Stiles is being promoted to CEO and director at Stryker, while former CEO Kevin Lobo will transition to Executive Chair At General Dynamics, President and board member Danny Deep will succeed Phebe Novakovic as CEO, with Novakovic transitioning to Executive Chair Down to 2F Overall: 44 director changes: 25% incoming directors are women; 35% outgoing are women PROXY CAGE MATCH Six Flags: Jana Partners wants a sale and a board shake-up, leveraging the star power of Mr. Taylor Swift. A recent rollercoaster death will make this easier or harder? Sanderson Design Group: Activist fund LBV (14% stake) is hammering Sanderson over high pay and low performance. Sanderson director Patrick Lewis has retaliated, threatening to sue LBV's founder for defamation over the campaign's aggressive claims. Ethan Allen: DGB Investments (5% stake) is pushing to blow up the board completely. As a bargaining chip, the activist is offering longtime CEO/Chair Farooq Kathwari a participation trophy in the form of the title Chair Emeritus. Whitbread: Corvex Management (7%) is demanding board representation and a strategic overhaul to fix an alleged "chronic misallocation of capital" at the Premier Inn parent. Whitbread called Corvex’s proposals a “complete waste” of time and money and “a complete waste of company – and shareholder – resources.” PepsiCo: Elliott Investment Management is targeting Doritos and Cheetos and blaming Ozempic! VOTE RESULTS TABLE Since September 1st 18 meetings at large market caps 10 total SHPs from 5 companies: Top story At Darden Restaurants: The Accountability Board is my new hero! They asked for a policy providing that if any director fails to receive at least 80% of the votes cast in an uncontested election, the Board’s independent directors will conduct a formal review of the circumstances underlying such vote, and publicly disclose a summary of findings and any responsive actions taken. Sadly only 3% said yes 1 Victory a policy requiring shareholder approval before distributing “blank-check” preferred stock 63% yes at General Mills The Accountability Board! Near wins independent board chair 39% yes at FedEx special meeting rights 39% yes at Casey’s General Stores Hate Bowyer Research hates the Human Rights Report! At Nike, a Charitable Support Report 0.7% yes Most: FedEx 3; General Mills 3 Other Say on Pay 32% no Nike Directors At Nike, 3 Class B directors were up for vote: Monica Gil and Robert Swan received well over 90% support but not Thasunda Duckett, who got 38% no votes. What makes her so different? All served for under a decade Robert Swan has been an Operating Partner at Andreessen Horowitz and sits on 2 other boards Monica Gil is a member of the Pay COmmittee: Say on Pay 32% no Thasunda? CEO of TIAA (Teachers Insurance and Annuity Association of America), no other boards, black woman?? The only other director over 20% no is a woman named Dolores Ennico (23%) from a classified board election at RBC Bearings Why Dolores? Maybe because she used to be the Chief Human Resources Officer of Olin Corporation? Nah. Oh, she’s too old! She’s 73. The other director up for vote was CEO/Chairman Dr. Michael J. Hartnett. He got 97% yes. He’s 81 years old. Overall average support was high 90s Other stuff Upcoming Annual Shareholder Meetings THE BIG VOTE The SEC is a Joke Part 1: Protect the oil The greatest gaslight of an “investigation” ever, as summarized by Paul “Oil Slurpee” Atkins himself: “The investigation considered evidence as to whether investors and asset managers, including BlackRock, Inc. (“BlackRock”), State Street Corporation (“State Street”) and The Vanguard Group (“Vanguard”) joined a group of ExxonMobil investors, including after BlackRock and State Street became members of CA100. This evidence included BlackRock and State Street, after becoming members of CA100, engaging in certain communications regarding ExxonMobil with Ceres, a Boston-based non-profit that serves as the North American investor network supporting CA100 (as explained below).The evidence also suggested CA100 and its members pressured BlackRock and State Street to support CA100 ̶flagged matters submitted to a shareholder vote, including the May 2021 election of dissident directors to ExxonMobil’s board.” Summary: Blackrock, State Street, Vanguard form a “group” for the purposes of activism coordinated by the Climate Action 100+ and pressured by non profit Ceres - to put directors on Exxon’s board - that’s the investigation - the SEC on behalf of Exxon wants to know if they formed a group and should have been subject to massive amounts of 13D filings and not considered passive investors On the other hand, Vanguard never became a member of CA100, and the investigation did not develop evidence that BlackRock or State Street agreed to vote proxies in certain manners or shared their proxy voting intentions with investors or others associated with CA100. In the next line, Atkins literally admits that NO, Vanguard never joined (but voted for dissidents) and there was NO EVIDENCE that Blackrock and State Street agreed to vote a certain way (or even discussed it) While most attorneys would stop there, not this asshole… Atkins uses the rest of the document, after finding no evidence of anything, to tell investors NOT to join groups like Climate Action 100+ because he’ll consider you part of a group ANYWAY, saying the ACT of joining any “signing statements” doesn’t shield you from the SEC determining, even if you “didn’t technically form a legal group”, they will use “implied” and “circumstantial evidence” to say you did Atkins focuses a LOT on Climate Action 100+ and Ceres, who try desperately to get investors to DO something, but investors largely commit to nothing at all Vanguard doesn’t even join but Atkins just lets that slide, ignoring the fact entirely as inconvenient to the narrative that a pair of dopey non-profits pressured multi trillion dollar asset managers to do something Atkins cites internal Ceres documents they subpoenaed where idiots at Ceres, a NON PROFIT who loves to talk big about winning and has won virtually nothing but funding, sends an email to a donor talking about how Blackrock joining the CA100 was mostly because they’re so good at pressuring them and had “leverage” Except that: “The minutes also detail discussion between BlackRock and Ceres regarding the ExxonMobil board refresh campaign: “Talked about scoping good board candidates for Exxon campaign – [BlackRock] said there was ‘no chance that they would ever help us with that’.” Then Engine No 1, a not-climate-activist climate activist used CA100 and Ceres to market for them to get in the room with Blackrock, having secured 6 phone calls in 2 years and a bunch of emails Apparently none of those exchanges were subpoenaed or they weren’t helpful to the cause, because they don’t appear in the “investigation” - and they should constitute the entirety of reasoning for why these directors were chosen: Greg Goff - CEO of oil companies (elected) Kaisa Hietala - worked on renewables… at an oil company (elected) Alex Karsner - google, energy efficiency government guy (elected) Anders Runevard - wind manufacturer (not elected) Two oil execs and a government guy elected Incumbent Doug Oberhelman (ex CEO at Caterpillar), unseated Less qualified than the new directors! Incumbent Sam Palmisano (ex CEO of IBM), unseated Uh, what?? Nominee Wan Zulkiflee (ex CEO of Malaysian oil company, appointed March and voted out in June) lost The SEC is a Joke Part 2: Protect the mediocre The Value of Corporate Ballot Access Florian Berg, Bram van der Kroft, Juan Palacios, Roberto Girobon, Siqi Zheng Oct 13, 2026 Let’s pretend we’re in a pre-Paul Atkins world, where everyone is happily filing shareholder proposals, both governance, ESG, and anti-ESG, and the SEC is a competent place full of smart or earnest lawyers weeding out proposals that are legally frivolous Bram’s paper focuses on specific lawyers at the SEC - or more accurately, focuses on proposals that are weeded OUT by some lawyers (strict ones) and let go to ballot by others (lenient ones) He actually focuses on lawyer names and uses their track records to predict how they’ll decide future proposals - it’s right in our wheelhouse, paying attention not to the SUBSTANCE of the proposal, but the PERSON who decides whether it should go to ballot I already love this (audio clip 05) These are “margin” cases - “margin of shareholder control rights” - like borderline cases Here’s his finding: (audio clip 06 ) - a borderline proposal that one attorney would kill but another would allow, when it gets allowed, REDUCES firm value by 1.19% and lasts a long time But that’s not all - when he looks at the topic of the proposals, it’s ENTIRELY driven by environmental and social proposals, which LOSE firm value worth 2.56% Basically, when investors intervene is expensive to the firms - those environmental activists WERE hurting Exxon! But there’s a great subplot - when management is entrenched - protected by dual class or classified board nonsense - there is no damage to firm value Like investors recognize it doesn’t matter OR they already PRICE IN the fact that the firm sucks at something When management is NOT entrenched - vulnerable, fireable CEOs - and they LOSE the battle to get something on the ballot, I read this as investors CONFIRMING that the CEO is vulnerable and doing a mediocre or BAD job and reprice accordingly The price effect lasts as long as 24 months and is adjusted for market return - so this is long term damage as long as the CEO hangs around So Atkins killing shareholder proposals does two things: 1. Atkins does, in fact, reduce damage to share price for margin cases by politicizing the SEC and blocking everything E and S, and 2. Atkins actually ARTIFICIALLY INFLATES share price for bad CEOs by block E and S proposals that are on the margin, showing the market a happy face when the CEOs actually face real risks Bram warns that rescinding 14a-8 has implications that go beyond share price though (audio clip 07) Basically, managers are now incentivized to kill proposals that tell you something AND investors actually DO care about E and S proposals, even when they don’t vote for them - so you’re losing a signal of investor preference

Reactions from CII Fall Conference, plus Alex Kaltenböck

A very special Free Float Media crossover between Shareholder Primacy, Business Pants, and Proxy Countdown to discuss the SEC proposed recission of 14a-8

Trade WireTop Stories: 127 Filings since June 26thThe headlinesNew CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became CEO/chairCracker Barrel CEO Julie Masino is out after MAGA backlash to "Uncle Herschel" logo change$4.6M severanceCracker Barrel names David Deno CEOBurger KingYum! Brands and Pizza HutQuiznosBest BuyBloomin' Brands (Outback Steakhouse)Panera Brands (2024-): Audit Committee ChairKrispy Kreme (2016-)Bloomin' Brands (2019–2024)Peet's Coffee (2006-2012)Macalester College: Former Chair of the Board of Trustees (1998-2022).At COPART, CEO Jeff Liaw to step down, Jay Adair to returnCEO Jeff Liaw is resigning from the board and company.Executive Chairman Jay Adair to boomerang back as CEO.The board has a Chair (founder Willis Johnson 40%) AND an Executive Chair: Willis’ son-in-law and co-founder and boomerang CEO Jay Adair 38%Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100BSpeaking of Stupid money…FASTENAL: appointed new CEO Jeffery M. Watts to the board: will receive an annual cash retainer of $50,000 for his service as an employee directorSnowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100BFRANKLIN RESOURCES: one-time special $15M retention equity awards to 4 NEOs, including  CEO Jennifer M. JohnsonChief Commercial Officer Daniel Gamba, Head of Public Market Investments Terrence J. Murphy, and CFO/COO Matthew NichollsArcher-Daniels-Midland: $19M golden hello ($2.2M cash) to new COO Jeff RoweL3HARRIS TECHNOLOGIES: special one-time equity awards to 3 NEOsCFO Kenneth Sharp ($5M), President, Missile Solutions Kenneth Bedingfield ($10M), and President, Space & Mission Systems and Communications & Spectrum Dominance Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance ($10M)FEDEX: established a one-time special cash bonus pool for eligible managing directors and above, approximately 1,100 employeesCEO Rajesh Subramaniam $1.9M and Brie A. Carere $850kBoard to C-SuiteUlta Beauty: Kelly E. Garcia will transition director to Chief Technology OfficerThe leadership boondoggle:American Healthcare REIT: CEO Danny Prosky resigned, stayed on boardJeffrey Hanson new CEO, will continue to serve as Chairappointed Scott A. Estes as Lead Independent DirectorPROCTER & GAMBLE: Executive Chair Jon R. Moeller resigned from board and companyCEO Shailesh G. Jejurikar becomes Chairreappointed Joseph Jimenez as independent Lead DirectorENTEGRIS: Executive Chair Bertrand Loy resigned from company and boardLead Independent Director James F. Gentilcore becomes Chairappointed CEO Robert A. Bruggeworth to boardDown to 2FFemale adds: 9; Male adds 43; Female subtractions 4; Male subtractions 15Women accounted for 17.3% of all additions (9 out of 52) and 21.1% of all departuresnet addition of +5 female directorsMen accounted for 82.7% of additions (43 out of 52) and 78.9% of departuresnet addition of +28 male directorsDown to 2: PAYCHEX: Kara Wilson resigningDown to 1: Natera: Monica Bertagnolli resignedDedicated to oncology, women's health, and organ health.Stay to 2 with female influence boost: Kohl’s Appoints Wendy Arlin as Chair of the BoardCurrently only 2: Robbin Mitchell (7%) and Wendy Arlin (1%)John Schlifske (27%) stepping down‍ ‍<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investors in the U.S. must disclose the identities of their clients in regulatory filingsIn a surprise to many, the SEC updates to Schedule 13D and proxy rules will force hedge funds to disclose campaign financing—information they have long kept secret. Target companies welcome the change, arguing that campaign transparency is essential for evaluating activist motives and mounting board defenses.Nano Dimension and activist investor Murchison reached an agreement where CEO and director Dave Stehlin, board chair Robert Pons, and directors Joshua Rosensweig and Andrew Sriubas have all resignedIn turn, Nano appointed three new directors to the board, including Moshe Rozenbaum, Eliezer Eli Tarlow and Paul Fruchthandler.Activist investor Saba failed in its attempt to overhaul the board of Workspace GroupSaba, which owns about 21% of shares, was trying to oust all six non-executive directors (3M/3F) to be replaced by 6 dudes: Nick Shattock, Andrew Sim, Richard Starr and Gregory Attwood, Gautam Garg and Simon HamptonResults: between 60% to 68% yesWhen shareholder activists attack a company, its rivals may feel the heat too and change their waysResearch from the College of Charleston:  shareholder activism can create what our team of business school professors calls “collateral impact”: a domino effect in which pressure on one company changes what its competitors are doing.found that when one company changes course in response to activist pressure, its competitors frequently follow suit – even when activists have not targeted them directly. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Since June 26th27 meetings at large market caps7 total SHPs from 4 companies:Top story 2 VictoriesNvidia: simple majority voting 87% yesSnowflake: Majority Vote for Director Elections 65% yesHateNvidiafaith-based groups 0.86% yesanti-DEI report 0.60% yesMost:Nvidia 4OtherKROGER: GHG emissions 17% yesBooz Allen Hamilton: 28% yes Act by Written ConsentNvidia: scope 3 ghg emissions 17% yes   Say on PaySnowflake Inc. (SNOW): pay 56% noclassified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no70% said no in 2025 Rivian Automotive: pay 33% no$402M for CEO RObert ScaringeDirectorsAs usual, classified stuff:BridgeBio Pharma: classified: Hannah Valantine 20% noStandardAero: classified: 15% avg noRivian Automotive: classified: Karen Boone 19% no; Aidan Gomez 8% noCloudflare: classified: Karim Lakhani 20% no; Snowflake: classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% noMongoDB:  classified: Dwight Merriman 20% no; Archana Agrawal 21% no; Hope Cochran 28% noWM TECHNOLOGY: classified: 24% noOther stuffDell Technologies: Dexit 97% yesWM TECHNOLOGYclassified: 24% nopay 24% noCharter Amendment to Declassify Board 90% yes (failed)auditor 17% noUpcoming Annual Shareholder MeetingsFriday, July 31, 2026Cirrus Logic, Inc.CRUS~$6.75 BillionWednesday, August 5, 2026Flex Ltd.FLEX~$35.58 BillionAllegro MicroSystems, Inc. ALGM ~$9.3 BillionThursday, August 6, 2026Albertsons Companies, Inc.ACI~$5.41 BillionCorVel CorporationCRVL~$3.17 BillionTuesday, August 11, 2026Qorvo, Inc.QRVO~$7.7 BillionWednesday, August 12, 2026The J. M. Smucker CompanySJM~$13.56 BillionMonday, August 17, 2026Pagaya Technologies Ltd.PGY~$1.1 BillionTuesday, August 18, 2026Microchip Technology IncorporatedMCHP~$45.20 BillionThursday, August 20, 2026James Hardie Industries plcJHX~$15.19 BillionTuesday, August 25, 2026Helen of Troy LimitedHELE~$1.2 BillionWednesday, August 26, 2026Dynatrace, Inc.DT~$14.20 Billion<THE BIG VOTE BUMPER>THE BIG VOTEMattTWO QUESTIONS FIRST:Universal Safety ProductsTrump MediaCracker Barrel CEO Stepping Down After Logo Controversy, Activist PressureCEOs in the HotseatCriteria:Not dual class or founder boardCEO is less than 30% influenceGap between CEO influence and highest non executive board member is less than 10%Board is low deference or independentBoard is highly interconnectedAverage boards ever of non executive directors is >=2Company performance <33rd percentileBonus:At least 1 director has core industry knowledgeCEO pay was normal or mildly atypical>50% board does not have connections in common with the CEOToken vulnerability:CEO is a womanCEO is black or hispanicSummary10,458 CEOs in our database6,311 CEOs with less than 30% influenceFully 2,249 companies have CEOs with obvious vulnerabilitiesCEO on board with family/foundersCEO on board with exec chair67 in the top hit listNotable CEO hotseats:UPS - Carol Thome become CEO in 2020 AFTER being on the board since 2003She has low influence gap to next independent director, the board is HUGELY connected - but not to her friends - she has a 23 year tenure on the board (plenty of time to make it work) and a bottom quartile TSR at the company vs peers in the last 3 years… plus, she’s a lady on a board full of people with core knowledge of the sector We know it works because 23 of the 67 have CEO tenures of <2 years (they just swapped CEOs because they were vulnerable)Of those 23, 3 added female CEOs (Northland Power, SGS SA, Domino’s Pizza), so those are basically guaranteed glass cliffs - an unintended consequence of CEO vulnerability is after replacement, we have a marker for glass cliff-ismSuccession much?That’s the Proxy Countdown for the week of July 27, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

What are the overall results from AGMs in 2026?How did companies and shareholders do in AGM votes?Shareholder proposalsMany fewer E&SSame or slightly more corp gov Voting outcomes similar to past years(?)Proxy contestsMany fewer compared to earlier yearsActivists prevailed at roughly the same rate, perhaps a little lowerMany more settlementsNotable activist situationsESG proposalsProxy contestsAlmost no really big onesBiglari lost two, CBRL and JACKTwo mergers terminatedCORZ, CoreWeaveSTAAWithhold campaigns didn’t workCBRL, JACKVSCO - started as a proxy contestSeveral smaller ones, where in all but one activists won no seatsImportant settlementsLULU-WilsonWEX-ImpactiveTRIP-StarboardRGR-BerettaKMX-StarboardStill several to go for 2026, thoughFRMI-NeugebauerRegulatory actions - AML commentsSECState levelCan’t avert our eyes from SPCX IPO, eitherOwnershipCorp govTradingSo, what have we learned so far in 2026?The Key Takeaways:SHPsTotal shareholder proposal submissions fell significantly from 951 in 2025 down to approximately 789 in 2026.Despite the SEC granting companies broader power to exclude rogue proposals, corporate boards remained hyper-cautious, allowing around 70% of submissions to proceed to a full vote to avoid investor backlash or litigation.Only about 7% to 8% of voted proposals achieved majority support (36 out of 425 proposals mid-season)—a steep drop from the 12% to 14% passed in 2025. Paradoxically, average support across all voted proposals crept up slightly to 25% (from 23% last year).Traditional corporate governance issues comprised 49% of all submissions. A tiny group of individual retail activists (John Chevedden/Jim McRitchie) monopolized the arena, driving over 75% of all governance submissionsShareholder proposals demanding formalized AI ethical governance, algorithmic transparency, and data privacy climbed to 20 submissions in 2026 (up from 12 in 2024).Management found it difficult to dodge these tech topics; 90% of AI-focused proposals successfully cleared regulatory hurdles to face a vote.2027 Question: The Say on AI Advisory Vote: Will shareholder proposals demanding ethical AI oversight, algorithmic transparency, and labor displacement risks cross the threshold to become standardized, annual Say on AI advisory votes on mainstream ballots?PayOnly 9 Say-on-Pay packages failed outright across the market through early June—a drop from previous cycles. Major pay "revolts" (<70% support) shrank to just 44 out of 1,108 companies.2027 Question: Why should anybody care about Say on Pay anymore?Director ElectionsCorporate directors remain incredibly secure, averaging 95% investor support. Out of 8,167 tracked director votes, 86% cruised to comfortable re-election with 90%+ approval, while only 18 directors (0.2%) across 14 public companies failed to cross the 50% majority threshold.Proxy Advisors:Massive institutional investor groups publicly cut ties with ISS and Glass Lewis benchmark policies, relying instead on internal, proprietary stewardship frameworks.The Shrinking "ISS Penalty": In 2021, an ISS "Against" recommendation on Say-on-Pay dragged down company support by an average of 30 percentage points. In 2026, that penalty shrank to 19.8 percentage points across the Russell 3000ISS backed 48% of all proposals in 2026 compared to just 34% in 2025, but this softening had minimal impact on increasingly independent asset managers.2027 Question: With the historical ISS "Against" penalty on Say-on-Pay dropping to just 19.8 percentage points, will corporate boards begin systematically ignoring negative proxy advisor recommendations on share requests without fear of a failed vote?ActivistsPublic proxy fights looked quieter on the surface because governance disputes are now aggressively negotiated in real time behind closed doors, avoiding public 13D filings.As of June 1, only one single traditional proxy contest went to a full public vote among US companies with a market cap over $250M (Summer Road, LLC winning a seat at Ingles Markets).2027 Voting QuestionsThe Retail Auto-Vote Expansion: Following ExxonMobil's successful launch of a board-aligned retail auto-voting program, will consumer-heavy "meme stock" companies deploy similar digital tools to completely silence minority activist groups?The AI-Driven Voting Monopoly: As institutional asset managers heavily integrate custom AI parsing tools to cut disclosure review times by 40%, will traditional proxy advisory firms like ISS and Glass Lewis face an existential collapse of their research monopolies?Algorithmic Error Liability: Will an institutional investor face immense legal and fiduciary liability after its proprietary AI stewardship bot accidentally misinterprets dense legalese and votes "Yes" on a hostile proposal?Data Center Environmental Revolts: Seizing on populist movements, will Big Tech and media giants face unprecedented institutional proxy revolts specifically over the compounding environmental risks, energy strains, and water demands of generative AI data centers?Events:No action set to “ignore” - did it matter? YESDExit - did it matter? YESAnti-ESG lawsuits - did it matter? YESMusk’s pay package - did it matter? YESJay Hoag had the biggest jump from 74% AGAINST to 93% FOR between 2025 and 2026 - did it matter? NOExempt solicitations are dead except for the super rich - did it matter? MIXED!Questions for 2026:In a NON ACTIVIST situation, does anything matter except attendance for director votes?Are activist shareholder proposals dead?Is the job of ISS and Glass Lewis simply to say whether you should back an activist or not?How many directors will be voted out?Will the SEC make it illegal to be a shareholder in 2026-27 (shareholders can be annoying after all)?AI China AI AI AI China China AI China China China?

Trade WireTop Stories: 130 Filings since June 18thThe headlinesDOMINOS PIZZA: CEO Russell J. Weiner resigning, will become Executive Chair;Executive Chair David A. Brandon resigningCOO Joseph H. Jordan appointed CEO and director$3M golden helloNIKE: John W. Rogers, Jr. resigning (2018-2026)35% no vote in 2025; 40% in 2024; 35% in 2023RPT: De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer3rd big LT board left recently:McDonald's (2003-2023); Exelon (2000-2019)3% influence; redundant skillsetAlso at NIKE: new CFO David Denton golden hello up to $15.25M cashAt Pfizer since 2022; Lowe’s from 2018-2022Stupid moneyTYSON FOODSAmended Employment Agreement of Chair John H. Tyson until September 30, 2029: 1) base salary of $3.5M (up from $1.2M) 2) annual bonus target equal to 300% (up from 170%) of his annual base salary, 3) annual equity target  of $6M, 4) one-time incentive award cash payment of $40M, 5) use of Company-owned aircraft plus tax gross-ups ("Based on security concerns and as a result of a security study conducted by a third-party consultant"), 6) 300 hours annually of aircraft use for flights in which he is not a passenger, 7) personal security services and may request additional security services up to $150,000 annually, 8) life insurance and Supplemental Executive Retirement Plan benefits of approximately $175,000 a yearformerly: 275 hours for him only/only security and not additional $150kJPMORGAN CHASE: one-time Retention and Continuity equity awards to the following Operating Committee members:Doug Petno, Co-President and CEO of the Commercial & Investment Bank, and Troy Rohrbaugh, Co-President and CEO of Consumer & Community Banking, in the amount of $30M each;Mary Erdoes, CEO of Asset & Wealth Management, and Jennifer Piepszak, Chief Operating Officer, in the amount of $20M each.Dumb stuffCINCINNATI FINANCIAL: appointing Lisa M. FranchettiAdmiral Franchetti retired from the U.S. Navy in 2025, after a nearly 40-year career marked by leadership at every operational level, culminating in her service as the 33rd Chief of Naval Operations from November 2023 to February 2025.15th directorSMITH A O: Kevin J. Wheeler will retire as Executive Chair, but remain a directorCEO Stephen M. Shafer becomes Executive ChairSmart-ish StuffAeroVironment: appointed William J. Lynn, III as Class I directorThe terms of the Company’s Class I directors, including Mr. Lynn, expire at the Company’s 2026 Annual Meeting (due in September)Revolution Medicines: Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the “Company”) of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company’s president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026.The Company currently contemplates appointing Dr. Kelsey to its board effective as of his retirement on January 4, 2027, subject to Board approval.Down to 2FFound their 3rd: CENTENE: elected Lauren TylerDespite a female CEO (Sarah London)‍ ‍<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHNew research from Georgeson Advisory reveals that governance proposals accounted for 51% of all shareholder submissions at Russell 3000 companies between July 2025 and mid-May 2026.Total ESG Submissions: Dropped to 710 this season (down from 840 in 2025 and 1,000 in 2024)G Submissions: Rose to 404 proposals (up from 380 last year)SHP Type20252026% ChangeIndependent Board Chairs3392+179%Written Consent Rights1351+292%Lower Special Meeting Thresholds1829+61%Executive Severance Pay308-73%Director Resignation Policies197-63%Clawback-Related Proposals150~The Haters: anti-ESG activists are focusing on G to fudge their numbers39 G proposals this season: 24 in 2025; 18 in 2024.11 independent chair proposals: 1 last yearaverage support rate of 25%: 5% last yearE&S CollapseE proposals fell to 97 (down from 147)S proposals dropped to 209 (down from 313)Political Spending & Lobbying:Remained the single most active social category with 42institutional support dropped from 37% last year to 27% this season.AI-related proposals nearly doubled to 23 submissions (up from 12 last year).Institutional support up to 16% from 12%.The SEC’s "no-objection" frameworkNo-Action Requests: Plummeted 36% to 219 requests (down from 342 last year).Proposal Omissions: Despite fewer formal requests, nearly one-third (33%) of governance proposals were successfully omitted from proxy ballots, up from 26% last year.Litigation Backlash: This administrative shift sparked a wave of corporate litigation, with shareholder proponents launching at least six federal lawsuits to contest no-objection exclusions.TexasOut of 17 shareholder proposals filed regarding corporate reincorporation, 11 explicitly targeted Texas as the new corporate domicile.Eight of the nine reincorporation proposals that went to a final shareholder vote were fully approved, with average support hovering comfortably in the low-60% range. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Since June 18th25 meetings at large market caps9 total SHPs from 7 companies:Top story 0 VictoriesNoneAlmostAutodesk: Amend Special Meeting Right Threshold 48% yesEBAY: Special Stockholder Meeting Threshold 43% yesHateMost:OtherBJ's Wholesale Club: Majority voting 27% yesBlock, Inc.: Establish Board-Level Technology Committee 4% yesWorkday, Inc.:Disclose Employee Retention by Demographic 4% yesDisclose Voting Results Based on Share Class 15% yesDELTA AIR LINESCumulative Voting for Directors 4% yesAction by Written Consent 31% yesdisconnect…DOLLAR TREE: Action by Written Consent 5% yes   Say on PayCOSTAR GROUP: pay 29% no (46% no 2025)avg 98% yes: CEO/Founder Andrew Forance 99.4% yes; Pay Committee chair Robert Musslewhite 5% no; Chair Luise Sams 6% noIncreased rTSR target to 55th percentile (from 50th), with threshold of 30th percentile (from 25th);rTSR payout is capped at 100% if absolute TSR is negative2025: threshold (80% modifier) 25th percentile, target (100% modifier) 50th percentile, max (120% modifier) 75th percentile2026: threshold (50% payout) 30th percentile, target (100% payout) 55th percentile, max (200% payout) 80th percentile; super stretch (250% payout) 90th percentileend result in TSC: from $37.4M to $36.4Mfrom 90,500 options ($82.47) to 114,000 options ($78.33)from 178,000 RSUs ($$14.7M) to 256,049 ($20M)from 31,640/79,100/189,840 PSUs to 38,846/97.100/233,040T-Mobile US: pay 27% noChristian P. Illek  21% no; Dominique Leroy 22% no; Raphael Kübler 22% no But only 3 of 5 pay members, not the chairIonQ, Inc.: pay 47% no (36% no 2025)classified: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% noOkta, Inc.: pay 24% noclassified: 95% avg yes DirectorsVEEVA SYSTEMS: Mark Carges 20% no; Gordon Ritter 27% no; Matthew J. Wallach (Co-Founder) 36% no“Our Board determined that Mr. Wallach is an independent director under NYSE listing standards. While Mr. Wallach is a co-founder of Veeva, he has not been employed by the Company for over six years and he is financially and socially independent from Veeva and current Veeva executives.”2007–2019: Co-founder and President, Veeva Systems Inc.Independent Chair Gordon Ritter been  on board since 2008Co-founder/CEO Peter Gassner on board since 2007Vertiv Holdings: Steven S. Reinemund  23% no; Joseph J. DeAngelo 25% no; Roger Fradin 30% no; Joseph van Dokkum 46% noOne woman: Mr. van Dokkum serves as the chairman of the Nominating CommitteeExpedia Group: combined stock: Barry Diller (Chairman) 20% no; Craig Jacobson 22% no; Alexander Wang 47% no“Each of our current directors, except for Mr. Wang, attended at least 75% of the aggregate number of meetings of the Board and its committees on which the director served”Chief AI Officer, Meta PlatformsNo committees: 4 board meetings. He’s 29; he has the energyOther stuffClassifiedCore & Main: Orvin T. Kimbrough 36% noCrowdStrike Holdings: Johanna Flower 23% no; Denis J. O’Leary 39% noIonQ, Inc.: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% noRevolution Medicines: Alexis Borisy 21% noFS KKR Capital: James H. Kropp 12% no; Michael J. Hagan 20% no; Elizabeth J. Sandler 29% no; Jeffrey K. Harrow 30% noGuardant Health: Manuel Hidalgo Medina 24% no; Ian Clark (Lead Independent) 35% noCrowdStrike Holdings: Advisory Vote on the Ratification of Supermajority Voting Provisions 14% yesUpcoming Annual Shareholder MeetingsMonday, June 29, 2026Snowflake Inc. (SNOW) ~$78 BQXO, Inc. (QXO) ~$12 BTopBuild Corp. (BLD) ~$11 BTripAdvisor, Inc. (TRIP) ~$1.5 BTuesday, June 30, 2026Devon Energy Corporation (DVN)  ~$50 BMongoDB, Inc. (MDB) ~$25 BThe Brink's Company (BCO) ~$4.0 BNCR Atleos Corporation (NATL) ~$3.2 BAlumis Inc. (ALMS) ~$3.0 BBraze, Inc. (BRZE) ~$2.2 BWednesday, July 1, 2026Green Brick Partners, Inc. (GRBK) ~$3.2 BTuesday, July 7, 2026GameStop Corp. (GME) ~$9.5 BCEO/main shareholder Ryan CohenGameStop CEO Ryan Cohen is so determined to buy eBay that he's taken his own $35 billion pay deal off the table.Cohen has withdrawn the proposed compensation package because he wants to fully focus on revitalizing GameStop's business and acquiring eBay, GameStop said in a press release on Tuesday.Thursday, July 9, 2026Planet Labs PBC (PL) ~$8.7 BChewy, Inc. (CHWY) ~$7.5 BFounder Ryan CohenOlaplex Holdings, Inc. (OLPX) ~$1.3 B<THE BIG VOTE BUMPER>THE BIG VOTEMattDirector vote discrepancies: 2025 vs. 2026Biggest DROP - sudden against votesJabilJabil directors - though in fairness, they weren’t stellar votes anywayJohn Plant 2025 was 39.5% against, 2026 was 84% againstAuditVote predictor: 73% expected support prior to the meeting, 66% chance of >20% against - Steven Raymund as wellNV Tyagarajan was 6% against, is 69.7% against in 2026Nom, PayResignations REJECTED: “In making its determinations, the N&CG Committee and the Board each considered a number of factors it deemed relevant, including each director’s attendance and engagement, overall qualifications, contributions to the Board and its standing committees and whether acceptance of the resignation would be in the best interests of the Company and its stockholders.ATTENDANCE VOTE: “Messrs. Plant and Tyagarajan attended less than 75% of the aggregate Board and committee meetings on which they each served during fiscal year 2025 due to coinciding professional responsibilities.”“In considering attendance and engagement, the N&CG Committee and the Board noted that both Mr. Plant and Mr. Tyagarajan historically maintained strong attendance records prior to the 2025 fiscal year.Jabil directors hit 605 on TSR (good) but 348 on EBITDA margin (less good)Almost 30% from single community, high merit, scenario model has them weak against activistsJabil directors had MOST OVERPAYING board status in our April 3 Proxy CountdownSanminaMyhili Sankaran - 43% against, attendance, 1.3% against in 20252 year tenure, Nom committee, founder lead Totalitarian companyPediatrixJohn Starcher - 36% against, attendance, 1.6% against in 20256 year tenure, Pay committeeLESSON: Investors STILL ONLY CARE ABOUT ATTENDANCEThe only directors to get votes against had attendance failures - the standard is “show up to work”, not “do a good job”Performance metrics uncorrelated to votesBoards are routinely REJECTING resignations UNLESS it’s politically expedient to accept (as in Cracker Barrel)Other notableFree Float effect: Adobe’s Dan Rosenweig went from 7% against in 2025 to 31% against in 2026.  We said:Vote against “Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to Narayen”Men might be slightly better off than womenAverage vote delt was 0.02% improvement (basically same year over year), average vote delt for women was slight degradation (0.2% more against on average)Biggest IMPROVEMENT - sudden for votesNetflixThe biggest year over year vote improvement was for the TWICE “deposed” director Jay Hoag at NetflixLast year Hoag was voted out, but his resignation ignored by the board, due to attendance failures.For showing up to one extra meeting, he went from 79% AGAINST in 2025 to 7% against in 2026Investors were indifferent to the fact that it was the SECOND time Hoag was voted out, the SECOND time the board rejected the resignation, and his performance is at best weak and at worst horrible overall390 TSR, 125 earnings marginBoards of Peloton, Netflix, Zillow - and FF data has him as the dictator in charge at Peloton as board chair and a director at the controlling entities (though he “disclaims ownership” of the shares)Every board Hoag is on is a controlled or de facto controlled entityAO Smith and Air ProductsAO SmithMartin Lois: 9% against from 37% againstAir ProductsDennis Reilley: 1.5% against from 38% againstPaul Hilal: 2% against from 39% againstAndrew Evans: 0.7% against from 29% against!Both were targets of activists in 2025, both not targets of activists in 2026LESSON: Investors only care about things FOR ONE YEARJay Hoag, irrespective of a 20 year tenure and multiple votes out, gets voting in since he attended the meetingsPerformance metrics uncorrelated to votesActivists cause due diligence (at both investors and ISS/Glass Lewis) - and that due diligence is ignored the following yearDirectors that were targeted by activists and/or proxy advisors in one year does not carry over - despite the fact that TSR/performance has not improvedIn fact AO Smith is NEGATIVE for the yearOther notableA10 NetworksEric Singer: 52% against from 74% against - plurality voting!Whole board among the biggest positive changesBob Vitale (Bellring Brands, Post Holdings, Energizer) got 26% against at Bellring in 2026 (down from 8% against in 2025), 17% against at Energizer (up from 25% in 2025), and 1% against at Post (compared to 2% in 2025)Votes are not person centric even remotelyThat’s the Proxy Countdown for the week of June 22, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

Lead independent directors continue to be CEOs-in-trainingLachlan Murdoch give himself more money but promises he had nothing to do with itInvestors hate ONE company’s payExxon hearts Texas and loathes ESGAnd on the Big Vote, Matt puts on some LuluLemon<TRADE WIRE BUMPER>Trade WireTop Stories: 130 Filings since May 28thThe headlinesLead Independent Directors are KingTYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board$2.8M golden hello equityStandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell FordRussell Ford will continue as Exec Chair until 1/1/2027$20M golden helloCLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession startedDEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027MICROSOFT: Epstein Files bro Reid Hoffman stepping downDown to 2FGLADSTONE INVESTMENT: elected George “Chip” Stelljes, IIIImmediately named to 3 committees: Compensation Committee, Nominating and ValuationOnly one woman serves on any board committee: Katharine C. GorkaOh wait, she’s the only womanStupid moneyFox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000If the maximum stays: annual from $12M to $18M and equity from $22M to $40MSo a possible increase of $24M“Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments”CFOsCencora: $8M golden hello: $2M cashTrade Desk: $10m golden helloUL Solutions: special, one-time $20M equity grant to CEO Jennifer F. ScanlonTRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEOnew CEO Michael P. Lyons will join board: golden hello $37.5M equity and $2.7M cashMarvell Technology: director Daniel Durn resigned to become CFO: golden hello ~41$M: $1M cashDumb stuffC. H. ROBINSON WORLDWIDE: special equity award for Arun Rajan, the Company’s Chief Strategy and Innovation Officer of $7.5M equity“designed to drive strategic and talent development outcomes” MICROCHIP TECHNOLOGY: appointed former exec Mitch Little as directorauthored two books, Shiftability: Creating a Sustainable Competitive Advantage in Selling and CUSP: Leading by Serving, When Outcomes Matter MostFirst one is self-published through AmazonSecond one is a .pdf and not published (48 pages)Space Exploration Technologies Corp: elected MuskBro Roelof Botha as an “independent Common Stock DirectorSmart-ish StuffCME GROUP: Chair/ CEO Terrence A. Duffy will become Exec ChairCFO Lynne C. Fitzpatrick will become CEO/director ‍ ‍<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHMeh, nothing spectacular <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Since May 28th145 meetings at large market caps77 total SHPs from 33 companies:Top storyWarner Bros. Discoverypay 84% noSustainability ROI Report 3% yesJoseph M. Levin 22% no; Geoffrey Y. Yang 31% no; Kenneth W. Lowe 31% no; Richard W. Fisher 31% no; Debra L. Lee 32% no; Anthony J. Noto 41% no; Paul A. Gould 52% noEXXON MOBILTexas Redomiciliation 71% yesVoyager Technologies: Texas 92% yesCondescending SHPsIndependent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000 15% yes;requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board’s recommendations 24% yesTARGET CORPindependent board chair 39% yesBrian Cornell 13% noSHPs: presence of pesticides in Target’s private label brands 18% yes; reducing plastic microfiber shedding 20% yes x VictoriesHUBSPOT: Special Shareholder Meeting Improvement 79% yesFIVE BELOW: simple majority vote standard 90% yesEl Pollo Loco Holdings: majority voting standard 71% yesAlmostOtis Worldwide: political contributions and expenditures 45% yesDOLLAR GENERAL: Reduce Special Meeting Ownership 42% yesNETFLIX: Act by Written Consent 44% yesDatadog: simple majority voting 42% yesHateDICK'S SPORTING GOODS: Women's Rights Related Business Risk and Decision Framework 0.06% yesAirbnb: Risks Relating to Digital Services 0.06% yes; Discrimination in Charitable Support 0.04% yes;Risks of Politicized Divestments 0.09% yesMost:Meta Platforms (10)Report on AI Data Usage Oversight 10% yes; Annual Vote Regarding Executive Pay 27% yes; Dual Class Capital Structure 26% yes; Disclosure of Voting Results By Share Class 20% yes; Human Rights Due Diligence 4% yes; Addressing Antisemitism and Hate 7% yes; Climate Change-Related Commitments 7% yes; Integrating Child Safety into Exec Comp 3% yes'; Data Protection Impact Assessment on Gen AI 7% yes; Risks of H-1B Visa Program Use less than 1% yesAlphabet (10)Climate Goals Disclosure 7% yes; Water Usage & AI Report 1% yes; Equal Shareholder Voting 31% yes; Viewpoint Diversity Risk 0.16% yes; Politicized Content Moderation 0.2% yes; Immigration Policy Impact 2% yes; Data Privacy Report 6% yes; AI Board Oversight 4% yes; AI Misinformation Report 9% yes; AI Data Usage Oversight 12% yesOtherNo ESG-related shareholder proposals pass in 2026 proxy seasonESG and Anti-ESG Shareholder Proposals in 2026“Considerations regarding what constitutes ESG proposals are necessarily subjective. In our analysis, we include proposals with clearly social goals, including proposals related to DEI or freedom of speech, or climate related goals, among others. We exclude proposals with a governance focus, such as those requesting an independent board chair or rights to call a special meeting, among others.   Say on PayFidelity National Information Services: pay 30% no98% avg yesApollo Global Management: pay 29% no99% avg yes Ulta Beauty: pay 22% no98% avg yes PROCORE TECHNOLOGIES: pay 37% noclassified: Nanci E. Caldwell 32% no COMCAST: pay 42% noKenneth J. Bacon 20% no; Thomas J. Baltimore, Jr. 22% noIndependent chair 26% yes Arista Networks: pay 40% noclassified: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% noDirectorsTKO Group Holdings: The Rock 20% noMATTEL INC: 25% no: Adriana Cisneros, Diana Ferguson, Prof. Noreena Hertz, Soren Laursen, Roger Lynch, Dominic Ng, Dr. Judy OlianClassifiedArista Networks: Greg Lavender 21% no; Lewis Chew 22% no; Mark B. Templeton 37% noDOCUSIGN: Allan Thygese 22% no; Cain Hayes 27% no; James Beer 28% noFUEL TECH: Douglas G. Bailey 23% noAstera Labs: Michael Hurlston 32% noRocket Companies: Matthew Rizik 21% noFidelity National Financial: William P. Foley II 22% noZoom Communications: Lieut. Gen. H.R. McMaster 23% noREGENERON PHARMACEUTICALS: Craig B. Thompson, M.D. 21% no; Christine A. Poon 23% no; Joseph L. Goldstein, M.D. 30% noOther stuffCME GROUPIn the election of one Class B-3 Director, no quorum was achieved. Therefore, Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws. She will continue to serve until her successor is duly elected at the 2027 Annual Meeting or her earlier resignation. "The Big Picture: Corporate management tried to eliminate the special rights of Class B shareholders to elect their own board directors. The shareholders successfully blocked this change—either by actively voting ""No"" or by simply not showing up to vote.1. The Corporate Governance Proposals (Items 4 - 7): Management needed specific majorities to strip away these Class B voting rights, and they failed across the board: Item 4 (Eliminate Class B-1 Director Rights): FAILED. Management wanted to stop B-1 shareholders from electing three directors. It needed a majority of all outstanding B-1 shares to agree, but only 27.84% voted yes. Item 5 (Eliminate Class B-2 Director Rights): FAILED. Management wanted to stop B-2 shareholders from electing two directors. Only 23.37% of B-2 shares voted yes. Item 6 (Eliminate Class B-3 Director Rights): NO VOTE. Only 28.44% of Class B-3 shareholders showed up (the minimum needed to hold a vote was 33.3%). Because they lacked this ""quorum,"" the proposal was thrown out without a vote. Item 7 (The Certificate Amendment): PASSED BUT VOID. While the general pool of shareholders voted ""Yes"" to a corporate amendment, it was legally contingent on Items 4, 5, and 6 passing. Because those failed, this amendment is dead in the water and will not be filed.2. The Board Elections (Item 8)Because management failed to alter the rules, the traditional Class B board elections took place with the following results: Class B-1: William H. Hobert, Patrick J. Mulchrone, and Robert J. Tierney Jr. were all successfully re-elected to the board until 2027. Class B-2: Patrick W. Maloney was successfully re-elected to the board until 2027. Class B-3: No election occurred. Because Class B-3 shareholders didn't hit their 33.3% attendance turnout, they couldn't vote on a director. By default legal rules, the current incumbent, Elizabeth A. Cook, automatically keeps her seat as a “holdover” director until 2027."KKR & Co: special: eliminate the supermajority voting requirement: failed: 98% yes but less than 90% of outstanding shares present (86.6%)Upcoming Annual Shareholder Meetings: June 22-23 2026Tuesday, June 23CoStar Group, Inc. (CSGP) Real Estate Data / ~$30B+Core & Main, Inc. (CNM) Industrial/Waterworks / ~$10B+Two Harbors Investment Corp. (TWO)Mortgage REIT / ~$1B+Wednesday, June 24NVIDIA Corporation (NVDA) Semiconductor & AI / ~$3T+Synchrony Financial (SYF) Consumer Finance / ~$15B+F&G Annuities & Life, Inc. (FG) Insurance / ~$5B+Thursday, June 25Lululemon Athletica Inc. (LULU) Apparel / ~$40B+The Kroger Co. (KR) Grocery Retail / ~$35B+UiPath, Inc. (PATH) AI & Automation Software / ~$7B+Blue Owl Capital Corp. (OBDC) Asset Management / ~$7B+Box, Inc. (BOX) Cloud Content Management / ~$4B+ Terex Corporation (TEX) Heavy Machinery / ~$3B+Dell Technologies Inc. (DELL) Tech Hardware & AI / ~$100B+Marvell Technology, Inc. (MRVL) Semiconductors / ~$50B+SentinelOne, Inc. (S) Cybersecurity / ~$7B+HealthEquity, Inc. (HQY) Fintech & Health Savings / ~$7B+Friday, June 26Aon plc (AON) Financial Services & Insurance / ~$60B+The AES Corporation (AES) Utility & Power / ~$11B+United Therapeutics Corp. (UTHR) Biotechnology / ~$10B+Select Medical Holdings (SEM) Healthcare Facilities / ~$4B+Blackstone Mortgage Trust (BXMT) Real Estate Finance / ~$3B+<THE BIG VOTE BUMPER>THE BIG VOTEMattLululemon and how Chip Wilson’s Campaign proves board entrenchment mechanisms need to be dissolved - but investors seem to be confused about those mechanisms:Wilson began an activist campaign against LULU after he didn’t get board seats he wanted, saying: “It is clear to the world that lululemon is special, but in need of change. As I have stated for years, lululemon needs visionary creative leadership to thrive. The simple truth is that the current Board lacks these skills and, as a result, lululemon is unable to win back the confidence of its critical stakeholders and regain commercial momentum. The nominees I put forward today are the change that is needed to redefine lululemon and begin this company’s next chapter of success”He was on a disparagement rampage since late last year:Lululemon's founder is blasting the company for selling sheer leggings, calling it a 'new low'Lululemon founder Chip Wilson blames board for 'total operational failure' in Get Low launch“In 2013, Lululemon recalled 17% of all its pants for being too sheer. At that point, the company blamed the manufacturing error on an incomplete testing protocol”Wilson owned 29.22% of the stock at the timeLululemon founder Chip Wilson launches proxy fight for board shakeupWilson has nominated three independent director candidates to be elected at the 2026 annual meeting and submitted a proposal to "declassify" the board so that all members must stand for election annuallyLululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon willappoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentiletake all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting;the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meetingand, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meetingWilson in exchange will:agree to not bad-mouth the company for around 18 monthsvote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder MeetingBut in 2026 so far…14 shareholder proposals were filed in an effort to remove board entrenchment mechanismsChevedden filed 7 of the 14Includes simple majority, director majority voting, proxy access, and one declassification at ZScalerAverage vote for in 2026: 22%Only SBUX simple majority SHP got >50% at 72% in favorAt LULU, Chip Wilson actually classified and hand picked most of the board he went activist against:SAME BOARD MEMBERS THAT CHIP WILSON PICKED:Martha Morfitt (2008)David Mussafer (2014)Michael Casey (2007)Emily White (2011)40% of the board IS CHIP WILSON’S HAND PICKED PEOPLENow he demands declassification Overall, are classified boards that bad??More insiders: 25% insiders on average vs. 21% for non classifiedMore consolidated influence: 41% max influence average vs. 33%More knowledge: 43% of directors on classified boards have core industry knowledge vs. 41% on non classifiedLower tenure: Average classified tenure is 7.4 years vs. 7.9 years on non classifiedLess connected: 37% vs. 46% averageRoughly the same performance: .509 vs. .496The LULU vote trade:The classified vote at LULU is effectively a Wilson vote:At this point, LULU has committed to Wilson candidates AFTER the AGM (no votes on them FOR THREE YEARS as class I directors added using board size increase and post AGM agreement). The company agreed to add ANOTHER director in October for Wilson, and at least one director is resigning. Wilson has committed to not yell at the company for about 12 minutes (18 months), and gets full say over directorships. The Board shall recommend that stockholders vote and shall solicit proxies, in favor of Wilson’s proposal regarding declassification of the Board, submitted in the notice dated December 29, 2025 (the “Declassification Proposal”) at the 2026 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports its other proposals at the 2026 Annual Meeting, and the Company shall use its best efforts to have all directors and executive officers of the Company vote all shares beneficially owned by them and over which they have voting control in favor of the Declassification Proposal. If the Declassification Proposal is approved by the stockholders at the 2026 Annual Meeting, then the Company shall take all necessary actions to submit for stockholder approval at the 2027 Annual Meeting a binding proposal to approve an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to fully declassify the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and adjournments, postponements, reschedulings or continuations thereof, the “2028 Annual Meeting”).Declassify:You can REMOVE Wilson candidates at next AGM, they serve only 24 monthsInsider power will diminish, as Wilson candidates are effectively representatives of Wilson himself (and in our influence numbers are considered activist placed and high influence)Wilson’s choices did NOT improve the core knowledge - so you don’t get that benefit:“The nominees appear to be fine, although only one of the three (Maurer) has direct experience in Lululemon’s industry,” Morningstar analyst David Swartz said.”David Musaffer stepped down, as well, didn’t have core knowledge - so knowledge didn’t substantially changeTenure will stay lower, but less connected to each OTHER (but increase connection to Wilson)LEAVE classifiedWilson actually GAINS CONTROL in a classified board system - his directors stay for 3 years without accountability (except maybe to him)That’s the Proxy Countdown for the week of June 15, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:BP Ousts a BullyNo foosball tables for the new CFO at AmgenAn activist investor calls a board “lazy”Welltower investors decide they hate the NEOs’ $1.5B in equity awardsAnd on the Big Vote, Matt talks Walmart<TRADE WIRE BUMPER>Trade WireTop Stories: 88 Filings since May 14thThe headlinesBP ousts chair over ‘serious’ governance, oversight concernsThe oil giant’s board removed Albert Manifold from his roles as chair and director this week, effective immediately. He faced a contingent of investor opposition at BP’s recent annual meeting.Ousted BP Chair Hits Back at ‘Lies’ About His ConductAlbert Manifold was abruptly fired by the oil major this week amid concerns about bullying behaviorTYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the boardSchomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019Clorox CEO Linda Rendle to Step Down for Health ReasonsThe company says it will begin a comprehensive CEO search process to succeed herNEOsLinda Rendle 47/2016 Chair/CEO (2020-)Nina Barton 52/2024 Group President – Care & ConnectionLuc Bellet 47/2025 CFOStacey Grier 62/2019 Executive Chief of StaffAngela Hilt 53/2020 Chief Legal and External Affairs OfficerChris Hyder 50/2021 Group President – Health & HygieneKirsten Marriner 53/2016 Chief Administrative OfficerEric Reynolds 55/2015 Chief Operating and Strategy OfficerBoard5F/6MDown to 2FStupid moneyAMGEN INC (AMGN) New CFO Thomas Dittrich:$18.7M golden hello: $5.1M cashstandard relocation benefits:Immigration;Pre-Assignment Home Finding Trip (and any qualified eligible dependents);Final Travel to the Host Location;Shipment of Household Goods & Personal Effects (including the professional survey, packing, surface shipping, delivery, insurance, uncrating, unpacking, in-transit storage and reasonable import duties on used household goods and personal effectsbut will NOT cover Food and perishable items, Alcohol, Pianos, Major electrical and gas appliances, Plants, Weapons, Heavy or bulky hobby equipment, such as billiards tables and exercise equipment, Jewelry, furs, precious stones, legal documents, securities, money, artwork, Non household pets or livestock, Planes, boats, motorcycles and snowmobilesShipment of Household Pets;Temporary Living on Arrival in the Host Location (7 days in the Home Country prior to departure and up to 30 days in the Host Country);Per Diem;Car Rental for 30 days;Home FindingRelocation Allowance ($318k) to assist with the cost of any miscellaneous items not otherwise covered within the relocation assistance provided (e.g. voltage adapters, electrical appliances, movement of goods not covered within the policy, host local settling in costs, etc.);ALTRIA GROUP (MO)Salvatore Mancuso new CEOformer CEO William F. Gifford, Jr will become board consultantgolden parachute $21M equity, $250k month until end of 2026; golden hello for new CEO ~$7M equityO REILLY AUTOMOTIVE (ORLY)the Compensation Committee recommended a $2M stock option award for Greg Henslee, Executive ChairmanDumb stuffAMERICAN INTERNATIONAL GROUP (AIG)appointed Thomas D. Stoddardnot voted on at AGMSmart Stuff <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investors push to oust former Target CEO from boardMercy Investment Services, SOC Investment Group and Trillium Asset Management is urging Target shareholders to vote against the reelection of Executive Chair Brian Cornell and Lead Independent Director Christine Leahy at the retailer’s annual shareholder meeting in June. Among the reasons cited is Leahy’s oversight of the decision to retain former CEO Cornell as executive chair and special adviser, per a letter to shareholders filed in a notice of exempt solicitation on Friday.“In our view, Target has endured years of strategic and operational missteps that have led to significant underperformance compromising long-term shareholder value,” the letter from Mercy Investment Services, SOC Investment Group and Trillium Asset Management states. “The recent CEO succession does not signal that the Board is focused on the genuine reset we believe is critical to turn the Company around.”Bradley Radoff, who owns about 3% of Marston, the pubs group, says it should sell sites to pay down its £860m debt as shareholders are starved of returns“I’m asking the board to be its own ‘activist’ and solve the problem immediately. The board is lazy.”A Marston’s spokesman said: “We continuously engage with our shareholders and always welcome their views on capital allocation.”Lululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon willappoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentileltake all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting;the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meetingand, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meetingWilson in exchange will:agree to not bad-mouth the company for around 18 monthsvote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder Meeting <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Since May 14th206 meetings at large market caps87 total SHPs from 44 companies: 55g 18s 14e3 VictoriesTransUnion (TRU): call a special meeting 72% yesON SEMICONDUCTOR (ON): simple majority voting 98% yesVerisk Analytics: act by written consent 52% yes8-k didn't name itHateYeah but who caresMost: Home Depot (7)recycling-related plastics targets less than 1% yes; packaging policies for plastics 17% yes; customer data privacy risks 9% yes; independent board chair 26% yes; biodiversity impact and dependency assessment 14% yes; sufficiency of associates’ access to healthcare 8% yes; discrimination in charitable support less than 1% yesThe most: Independent Board ChairNo victories: 43% to 12% yesJPMorgan: 35% yesOtherFord Motor: Provide that All of the Company’s Outstanding Stock Have One Vote Per Share 43% yes: John CheveddenRELIANCE, INC. (RS): requiring directors to depart the Board within nine months of failing to receive a majority vote 16% yes: John CheveddenNEXTERA ENERGY (NEE) 2Paris Agreement Alignment 35% yes; Net Zero Business Performance Risks 1% yesThe names of co-filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information   pay over 30% NOWELLTOWER INC. (WELL): pay 81% noAde J. Patton: 25% no; Sergio D. Rivera: 25% no; Johnese M. Spisso: 27% no; Kathryn M. Sullivan: 24% no THERMO FISHER SCIENTIFIC: pay 68% no95% avg yes; Dion J. Weisler: 11% no SOMNIGROUP INTERNATIONAL (SGI): 42% noSIMON PROPERTY GROUP (SPG): 31% noUDR, Inc. (UDR): pay 31% no95% avg yes; Robert A. McNamara 11% no BXP, Inc. (BXP): pay 31% no95% avg yes; Matthew J. Lustig: 12% no; Owen D. Thomas: 10% no CITIGROUP INC (C): pay 40% no96% avg yes BlackRock, Inc. (BLK): pay 35% no97% avg yes PLAINS ALL AMERICAN PIPELINE LP (PAA): pay 39% noclassified: 98% avg yes DirectorsTRIMBLE INC. (TRMB)Kaigham (Ken) Gabriel 33% no; Kara Sprague 33% no;  Thomas Sweet 33% no; Other stuffUpcoming Annual Shareholder Meetings: May 17-23 2026Tuesday, June 2, 2026Joby Aviation, Inc.JOBY~$10.5 BillionBrighthouse Financial, Inc.BHF~$3.6 BillionViridian Therapeutics, Inc.VRDN~$1.76 BillionIICF International, Inc.ICFI~$1.25 BillionWednesday, June 3, 2026Duolingo, Inc.DUOL~$5.0 BillionThe Carlyle Group Inc.CG~$16.4 BillionThursday, June 4, 2026Walmart Inc.WMT~$945.8 BillionSHPsRequest for Cumulative Voting for Board ElectionsNational Legal and Policy Center Report on Workplace Health and Safety GovernanceOxfam America, Inc.Report on Immigration Policy and EnforcementSOC Investment GroupReport on Workplace Impact of AI and AutomationUnited for RespectCEO Pay Ratio: 958:1we excluded approximately 4.71% of our total associate population or approximately 100,000 associates outside of the U.S.: India (50,821) and South Africa (28,202)Howard Hughes Holdings Inc.HHH~$3.8 BillionFriday, June 5, 2026Omega Healthcare Investors, Inc.OHI~$13.5 Billion