Transcript
Live from a stack of Bibles scrubbed from the terms, Dei and ESG. I didn't know d d e, i and issue were in the Bible. Originally, is that really? It's an all-new know that Wacky, Wednesday edition of business pants joined by analysts Hall at mascardi. You just heard him, that's Matt mascardi. Yeah, I was me across over podcast, man. You were on shareholder promising. Last week, is that right today? Today was came out, today on today's non-binding shareholder, proposal shaped pretzel called February 19th. 2025 the dripping with sarcasm, good game. Oh, no. So it's the cynical game. Oh, our show today is being sponsored by free flow analytics.com. The only platform measuring board power connections to Performance for free. And I've been on that platform. And there's, there's nothing like, there's, there's no chicanery either. There's no like, weird like rating systems. And there's no weird, you can't. You can't use it to greenwash. Anything I can actually, maybe you could, I guess you could read and watch anything you greenwash people. You can't greenwash a person. It's a little people on there. I'm just saying it's just data, that's not, it's not left of the spectrum is not right at the Spectrum. Just data, it's just great data. That's correct. Are you ready for this? The sarcastic? Good game. I don't know. Am I ready for the sarcastic? Good game. I don't feel ready. Now, it works the same way. The actual good game works. It's just the clearly none of this stuff is actually good, but but the headlines make him seem like they're good, but you can just sarcastically Score it or not score or yell, it can do whatever you want. So what the 10 in this game? Good, well, let's figure this out as we go along. Oh good. All right. That sounds like a game. That's well playing and pre-production. Yeah let's the first headline is a great Bell whether it's a great Canary in the cold mine. So I feel like we should shut the tone with his first headline. Here we go, ready. Matt, I'm ready. Proxy. Votes. Support for ESG. Drops to record low in 2024. Really isn't that good shit. This is according to share actions, voting matters report saying that ESG proposal support has dropped from 21% from 2021 to 1.4% last year. Matthew think this is because they include all those despicable racist anti Dei proposals. That's what I'm curious about, right? Like they are so that is ESG. But I mean, technically, that's ESG. Yes, she's not is not left when conspiracy man, it's just data. But there, but if you're including the ones that asked for like trans people to never be allowed in any bathrooms, right? Like are we really doing like I don't think that's what we were getting at, right. But if you're measuring these resolutions, how do you exclude those? It's sort of the same Theory, know? Asking trans people to die, sort of the same as like splitting the roles of chair and CEO. Either killing CEO power or your, you know, killing queer people, because you're a homophobic church, I mean, right? Kind of the same thing. I mean, so like this is the confusing part. This is what was the name is? It was Cher action did the report, share actions voting matters report. They are they it looks like they weeded out things but they have like Lockheed Martin had a report on lobbying. Now often the reports on lobbying are lobbying activities around like you know, like Chinese uyghurs. Which was like a secret backdoor. No 208. Yes, she thing, right? That's so 2021. So, I can't differentiate between some of these in their, in their report. As far as I can tell, what we know when we look at you, when we look globally. But in the US in particular, The. Traditional ESG. Gets 5x more than the anti-esg. The anti ESG, you know share support has been hovering around one and a half percent, right? Yes she's supported his hovering around 678% with both. Yes. Gene being more likely to win it wins. Occasionally G wins a lot more. Yeah well a lot more he said you know tongue and cheek Uh, is this good? This game works. It's it's a sarcastic. Good game. So you're gonna have to set the tone here. Is this, a is a high score? I mean, it's sarcastically good. I don't know. You're here on sarcastically think. Yeah. I think that given that investors don't seem to care about director votes. 90% is the average for a vote. No. And now, if they don't care about shareholder proposals, which they don't seem to care about either, the only times they do do diligence, is when there's an activist investor that they care about, maybe the rule needs to be the major investors. Like if you own 5% or more of a company and you have, it's largely held in passive investment vehicles. You should not be allowed to vote anymore. You don't do it, you don't do it, you know, analysis you don't vote against management. So this is actually this is actually them just abdicating maybe they should just instead of this would be good, I'm gonna give it a five. That's a good way to Because it's just that game. Yeah, it suggests that, you know, they're basically willing to not do any work on, you know, what is good and right and like, you know, for the future value of their of these companies. So if you're not willing to do it, maybe just now that you're at one point four percent, why don't you just not vote? Stop entirely clear? The be clear that they are willing to do work. If another firm is generating headlines about the company, I can activist investor that's when they're willing to do the work. If people are Googling to do the work when Robbie Starbucks comes in and yells or Elliott management comes in or Ed, Blum. Sue the company. They're just not willing to do the work on the merits of the request, right? Like this director is merits a position or not or this shareholder proposal actually is something that we think improves the value of the company over time, right? Like they don't Seem to do that anymore. Let's move on. But keep with the same subject, matter, trumps SCC leader, shifts, power from investors, to boardrooms, that sounds like good news. He's, he said, sarcastically, I mean, could you shift? Any more power, you know what, I realizing Matt and I know this is like, you know, what a dummy would realize this, but I know I'm basically a dummy. Is that all the headlines were specially that we're covering since Trump won the election, is that they are consolidating so much power into the hands of CEOs, and management and Boards. That's all they're doing, that's like, don't don't mistake any of the anything, anything else that's going on in America right now? They're just shifting power dramatically into the hands of CEOs, that's what they're doing. Um, is this good? What a question. Well, you said you didn't want the investors to have a voice and Trump's SEC is basically agreeing with you. Yeah, agreeing with me except they're doing it for all investors as much as they can but but look how much power did investors have when most companies could appoint a director a year before the director ever gets voted on sometimes up to two or three years if it's a classified board. So what are we talking about power? You didn't even have the power to elect the by the time they're in the job and you you finally wake up and you're like, oh I guess this time to Alexa somebody who's had a job for a year and Matt I'm seeing new director's now with golden hellos, you know, around a million dollars and equities. So you really have no say in what their job performance, can I ask? Like yeah, so Mark you, wait is the acting chair of the SEC while they're waiting for the new guy, Paul something. Can't remember his name to get confirmed by the Senate. Can the acting chair of the SEC, just unilaterally shift, the direction of the entire SEC is that something you don't see a lot of things matter anymore in our federal government. You think any of that matters that accompany, you don't see like, an interim CEO be like, you know what we're gonna do, we've been selling, you know, hydraulic presses. We're so start selling gold, right? Like, you know, this is the federal government that is just announced that Elon Musk doesn't actually work for the government. So we can't be held accountable for anything. This doesn't actually work there. So, yeah, that's another one that. So, what's your vote on this one? My vote on this one. Is I, you know what, I start, casting 10 SAR. Now. You understand the game? What you want to stay? Let's stay with this sarcastic. Ten like as if they didn't have any power. Let's stay with the subject because now we're picking up steam a little bit. We're not like, Steve. Yeah, Black Rock. Pauses corporate meetings, BlackRock does a lot of pausing I've noticed, Black Rock pauses corporate meetings in Wake of newish. ESG rules their paws already? They're already. That's what they call taking a stand. And that's what they call standing up for yourself. And I think you're covering a little bit of this later in the show, but this has to do with the new rules surrounding 13d versus 13 G filers, right? Am I right about that? Yeah, yeah. So Black Rock freaking out, right? Because they have no, they actually have no power or legal team to fight for itself. So just like we're seeing with everyone in the Trump errors, just just bail. Let's just give up, let's come back to this. Um, give me a score. What. I want this headline to read, BlackRock stops voting and wake of new ESG rules so to me This isn't sarcastic enough. Well, we talked about in the past, that Vanguard has a voting policy called a mirror voting policy, where you just do what Vanguard does. And what Vanguard does, is vote for management, basically all the time. No, yeah, the mirror voting policy does what everyone else does not Vanguard does but that's what Vanguard does too left to her own devices. They just vote for management. What I'm trying to say very well. That's very different from the Pro Management policy, they all so offer, right? That's very different. What I'm trying to say is they're not really voting in the first place, right? Yeah. Okay. So what's your black rock score? I'm going to give that they did not go far enough so I'm gonna give it a seven now. It can't be a 10. This next one could be super easy for you because this, this headline just dropped, right? When I was putting the show together, Vanguard Pauses corporate meetings over new. Oh, there it is. Oh What do you think they're upset that block Rock beat them? Like like you think they look like they're just copycats? You think they're all bummed out? Do you think that like so they have stewardship teams? Big teams. Do what are those teams doing now? What have they been doing? Matt other than waiting for Elliot management to create a proxy contest somewhere? What are what have they been doing? Isn't The Logical next step to this. Okay? So BlackRock and Vanguard no longer are going to hold means for you know they're pausing everything and like this is basically the only governance work they do. They assets are passive assets, right? So like and that's a lot of assets you're talking about 11 12 Trill in assets. So you're talking about a significant chunk of their assets is passive if their passive in the actual allocation to the asset and they pause all of the work. They do to manage the future value of the assets of governance. What is the point of view? What do we need you for, like this? What are you at all? The work for us pro bono and join a cause? So now you're on the stewardship team, your whole job. Like these are teams like 20, 30, 40 people, and they're paid pretty well. I'm guessing. Yeah, I mean, I don't think they're, they're not play like a portfolio manager, but you know, 100,200,000, Honda Civic class. Right. They're more, they're more like a you know, of They're probably like, a good Swedish call like a Volvo SUV. Yeah, exactly. You know, like something that you're not embarrassed to drive up to your, you know, your that's your. That's the most important thing. Yes. So, they have a team, like, 30 people who basically have just been told, okay, pause. Like what you're doing, how long until they look at the team and they're like, what do we need you for really, like, I got a change for the next four years in the US. And the US is most of the assets of the world. Most of the assets that they hold and the majority of their assets are passive and the why not just be like, all right guys, why don't most of you take a break? And by break, I mean a new job and well you know call you if ever is governance matters again. Well my I don't know if you're aware of how a VCR works. But the good thing about pausing it is that the tape itself. It's still engaged. Like it's still like really, it's really loaded up, it's not like the tape is dropped, so it's they really could hit the play button and get this going quickly. Top Gun could get rolling quickly, so, I hats off the BlackRock and Vanguard for not, you know, they're, they're really being cautious. I really loved it. Please say more about how VHS tapes work. Okay, what's this is all so a seven, okay, seven, let's move, let's move forward. As we could change gears here, a little bit meta X and snap. Submit joint letter. Signaling support for age, verification Bill, to protect teens in South Dakota, the controlled Empires. Told South Dakota Senate, Judiciary Committee members. That the bill is the quote best solution to support families and quote, how about that? That's great. They've they care about families, Matt? That's the best. The best thing they can do is an age verification system, right? Wow. That's something they can do, right? That's great. Wow, I mean, let's just discuss how age verification systems, how well they've worked for porn. Well, they've worked for pretty much everything. Yeah, I mean, literally all cigarettes. Sure, whatever porn. Ah look as irony goes, does it get more ironic than a bunch of companies that actively Target the youngest pot? I mean like three controlled companies three controlled companies that are run by. Yeah. Why is this headlines wrong? It should say Zuckerberg musk and Spiegel. Yes, you know, support age verification and then, you know what? It feels like three like youngish white guys who are like, oh yeah, no, no, this is a good idea. Like get those young girls off of our platforms. That's it. Doesn't it sound creepy? Or suddenly? It sounds much creepier. I'm gonna, I'm gonna give this a five. Yeah, I'm a little disappointed that tiktok did not also sign the letter that's really. And let's go over the edge. It's hard to play sarcastic games, sarcastic, scoring games. I'm just saying numbers at this point. How about this, one, the New York Times encourages staff? This is sounds good encourages staff to create headlines using AI. Here's the quote from the, this is the quote from the newspapers. New editorial guidelines. Generative, AI can assist our journalists and uncovering the truth and helping more people understand the world. Wow. Yeah. This rate right? This one absolute have. They New York Times? Have you used generative AI? It lies constantly. Its way, you know, you don't think a shift a journalistic shift to AI is not a good idea, that sounds like a great idea in our, especially, since these places are controlled by the companies. We just talked about the X-Men, right? I mean snap, they're developing their own AI. Okay, let's do this right now. We'll do it live because this is this is interesting to me. I am going to put into chat GPT the headline, this headline. Okay, please rewrite this headline and let's see what it comes up with chat. GPT says. No rewrite. The headline rewrite the headline see. Look it couldn't even do it. This is this is This is the rewrite New York Times advises staff to use AI for crafting headlines. That's what it said. What was the original New York Times encourages staff to create headlines using? Hey, there we have uncovered more of the world, we understand it better now. I would like to know 10, I was not convinced until I just did that at the 10. I'm gonna move forward. There's too much to say there and I don't I don't blow up my microphone. Oh, we have a We have a, we have a few headlines of involving CEO. Pay city, city raises CEO Jane Frazier's compensation 33% to 35 million dollars for 204. Good for Jane. This is all a woke move, right? Because a woman, she's a woman. That's why she's still making less than Jamie dimon but good for her. How do you feel about that raise? That's pretty cool. Hi, I think I'm gonna give it a two. It's not only is it a book but it's not high enough for me to be really outraged by it. I like it. Now you're really playing the sarcastic game. All right, how about this next one? Chelsea shell CEO. Ben van burden pay up 50% as soaring Energy prices boosted profits. So Jane's only went up. 33% bends went up. 50%, what do you think about that? Yeah. No. That one's a. That one's a. That one's a four. Okay. Because 50% is greater than 30 greater but it needs to be more. Let's let's try here people. We're not even trying how about this last one, this one tickles me. This is great news and I mostly tickles me because the the car. So when you look in a proxy statement for a publicly traded company, in America, the compensation sections, how they do the math to get to the total pay for the CEOs is roughly about 18 pages of craziness, right? And no, no two companies. Do it in the same way it is a Labyrinth of expertise and genius, right? But somehow they miraculously get basically to the same amount. So remember that City? Jane, Frazier got 34. 0.5 million dollars. Here's the next headline, Morgan Stanley, boost CEO, Ted picks competition 234 how, how is this possible Matt? So how how I'm very disappointed that he got 0.5 million less than what is first. Year does only his first year Jane's been there for at least what? Five years? Jane has been there for a while. Yes, but that's no excuse. The Ted pick is just as important as Jane Fraser. So I I'm gonna say that this is a one Ted you more point, six million and you're winning. Okay, let's look at HSBC. Here's the headline and I have a few actual follow-up headlines before you before you can come to your score. Let's start with this one HSBC announces, share buyback of up to 2 billion dollars as annual profit jump 7%, okay? But here's a few headlines to help you make your decision. These are all headlines from the same last couple days, hsbc's CEO targets one and a half billion dollars in Cost Cuts so you see oh there it is. They're spending two billion dollars for the share buyback but they're all. So targeting one and a half billion in college Cuts all. So HSBC to cut jobs as Bank shifts to building Asian wealth hubs and finally same day. Matt HSBC pushes back Net Zero goals by 20 years. Oh finally someone setting something here. Yeah I mean I would have been okay with seven years but 20, how are you going to Pay for these BuyBacks if you don't push Net Zero goals out another 20 years. What a Shameless I mean what a wonderful moment history. Yeah, go ahead. Like all the numbers are just right there for you, right? Like they don't they're not same day of headlines. Matt, we're not making we're now not even making an effort to be like, you know, like, oh, we have to announce, like, you know, it's tough times ahead. We're gonna have Cost Cuts, we're gonna move to Asia, and then we wait like two weeks. And we're like, we're announcing share, bye backs. You know, to, you know, for our investors, who have been loyal to us. Now, it's the same day, they're just like we're gonna get 1.5 billion dollars by basically cutting jobs and costs and we're just gonna give it to shareholders. We're Not Gonna Save any of it. We're going to stop going for, you know, any of this climate East stuff and all these employees. What do we need them for what? We're just gonna hand it to investors. It's nice. It's nice. That's a glorious moment. That's how you do well, one day, you know, you know, one week of announcements I like it. This is a nice one's a good one. Airbnb is suing New Orleans over new rules require and platforms to verify owners to verify owners have permits for short-term rentals. So, they're suing the city over new rules. Requiring platforms to verify owners to verify owner to permits for short term rentals. Airbnb said, That it had no responsibility for the actions of hosts on its platform and the also denied that it was obliged to verify that it's listings are in compliance with city laws know there. I like that. Hats off the Airbnb I really gets less about this. I mean this is the this is the Brazen lovely new world of trump to point out where CEOs can say this shit and get away with this shit. I mean all this is great, this is great. Clear Airbnb is a dual class company held by Brian chesky, right? Yeah. So I'm gonna repeat that Airbnb said, it had no responsibility for the actions of hosts on his platform. That I mean chesky says that the host on its platform are the entire business model for Airbnb. Just so we're clear. It's it, that's what and here's where you went wrong Airbnb. Take a page out of meta X and snap who are writing to say, we think this is a great idea. Just send New Orleans. A letter saying, we think this is a great idea and then don't do it. That's what you're supposed to do. That's a good idea. Yeah. That's a good. So that's a zero just as they played that wrong. You can't. You don't sue the city. You pretend you care about what the city said, first. And then don't listen. Here's a quick one. David folks, elected chairman of Brunswick Corporation board of directors, in addition to current CEO role. Oh yeah, baby, yeah, he's being elected to run his own oversight board. Finally look, I don't know why. It was ever not this way. I mean, this sounds like one of those like wooky governance people, you know, came in and said, you need to separate your CEO and chair. David folks has been the CEO since 2019 and he's finally, finally, six years on getting his day to own the company and be his own boss at last 10. Well done. Yeah. Why can't Trump be the the Chief Justice the Supreme Court? Why can't we do that too? Why can't what's your score in this one? This one's a 10 and you know what thank God that Vanguard and BlackRock pause corporate meetings. So they can no longer ask Brunswick Corporation what they were thinking their board. What they were thinking when they decided to elect David folks. Also chair. So this is a 10. Remember, he's now in charge of his own oversight board. Here's the next headline, JP. Morgan Chase Begins to remove Dei efforts from its website after CEO. Jamie dimon's, bold pledge to take on conservative agenda member. Bring It On. Yeah he said Bring It On. Yeah, that's cool. That's cool. No, it's see. Here's the problem. He went last. Like the the right play here is to be a total you know like get down on your knees and kiss the ass first you don't do it last. Nobody likes the guy who did it last after. Everyone else is already kissed the ass here is where Zach got it, right? He immediately. Like as soon as everything looked like, it was, you know, he went, he went right for it musk. Did it first, zucked it second and Jamie dimon. Like, we're in mid February now and now, Dei doesn't matter after multiple lawsuits and everyone targeting what History Month Black History Month. I mean, I guess that's true. I'll give him one point for that. It's a one. So one I got two more headlines for very sarcastic, good game, for February 19th 2025, most cynical, good game, I think Matt's playing the game pretty well. Actually United Health Group, back to share lip proposals, you know, United Health Group resists shareholder proposal on delayed And denied care, they're attempting to get rid of a non-binding shareholder. Proposal that asked the company to prepare reports on the costs of delayed and denied Healthcare. That's good for the company, right? They don't need that crap. They don't need that crap, but they're going to argue, but there's even vote on ordinary business because they just put in, place a new guide or replace the murdered Guy. Brian Thompson, right? So, he just doesn't, he's just not. There. They actually probably are just gonna say like, well, we didn't the guy who would have prepared. This report got murdered for the things you're asking for that's and we just put a new guy. You can't be asking us to do that quickly. I mean, come on. Yeah. So I I'm gonna give this a five because you really gotta you really got to wait at least a year for the other guy to get his, you know, get his bearings. And finally and when I'm calling maybe, maybe okay. We've been we've been complaining a lot. How investors don't seem to be doing their jobs or not. They're not like holding anyone accountable. They're not, they're not voting down. Sam pay proposals are not voting out directors there. They would you say 4% of voting against directors that you said 4%. Yeah, the four. Yeah, 96%, is the average vote for directors, so four percent is the average vote again. So this headline is, I don't have my theory. I don't have my thesis statement fully thought out yet, but this is I'm starting to like, Percy, I'm sorry. Not think about how we can solve this crisis. This investor crisis with this. Next headline, chances of asteroid hitting Earth are higher than ever, Matt. They're calling it a 3.2% chance that an asteroid Is going to hit Earth that's higher than the 1.4% supporting ESG proposal a lot. So I'm just Maybe if we got the asteroid to hit where a city with a lot of annual meetings or something, that could that help, I'm just trying to I wow, I'm not telling the Astron, anything I I'm not suggesting anything. I'm just thinking out loud here, I'm just thinking. No, you know what? Um, so I've said this to clients before a free flow analytics, where you can get outdated on every single board member in the world and how they perform, what the thing that I've said, is more people. According to a, pupil believe, the Earth is flat, then vote against directors. Oh I love that. I love these juxtapositions like the the investors currently like the environment less than the chance of Earth getting hit by an asteroid right? Like that's that's great, that's great. That's that's a 10. That's a 10. If ever there was one I will say this though, the SEC is weighing in that that asteroid will not have Any this they won't be able to vote. That won't be allowed to vote. I heard the asteroid was actually going to be excluded due to the ordinary business rule. Yeah, can't ask questions about the asteroid? Yeah but if we if we renamed the asteroid Elliot Elliot management or whatever, then the asteroid just hit anything. You got my, that's my very sarcastic. Good game. I would add up to score his but nobody cares all just say it's a seven. It I love being I love a good cynical good game but let's talk about fun times in 13 G filings, should we? You know, like everybody everybody's asking questions about 13g filings so let's do it. We reference this earlier. Make this Let's make this a fun game. No one knows about what a 13 G filing is for the most part, no one cares and they definitely don't know what a 13 D filing is, but it's the death of shareholder democracy by bureaucracy. It is So the two, I gotta turn the music off. It's killing. Oh I'm enjoying the music. Oh really? So the two headlines you already read out, BlackRock pauses corporate meetings in Vanguard pauses corporate meetings. The reason they're doing it because the SEC released guidance about 13, G forms, and 13, D forms. A 13 G form is a form for a company that owns 5% or more of the share's, but does not have an activist stake as in isn't out there trying to put their own board members on the board or, you know, like they're taking the stakes so they can break up the company. That's what it used to be. Defined as the new guidance says, if you own 5% or more of the company, and you basically talked to the company at all, Then you are considered an activist. The difference between a g and a d, filing is a tremendous amount of legal paperwork. Sure constant filings constant paperwork the way to think about this is sort of like make Middle School boys. Great again. SEC declaration right like because the middle school boys white boys yeah that run these companies have been complaining for years that investors basically the owners of the companies have too much say and what they're doing so they wanted to stop that. So here's the size of the problem and why you see BlackRock and Vanguard in particular dropping out of 4500 public us companies BlackRock files 13 G's at 2300 of them, basically, almost 2400 of them. Okay, in fact, BlackRock is in the top 10 holders of 75% of the US market. Well, yeah, let me tell you this, Matt, this is a nerdy insight into into this data. Is that when I'm looking at a proxy statement, I don't even to search for the ownership table. I often just do a control F, that's a, you know, control find function on my computer and I just start typing in BlackRock. That gets me to the ownership table every single time almost every single time. The easiest way to get their Vanguard being wild has 21 almost 220013 G filings. Okay, the next closest in 13 G filings is a firm called dimensional fund advisors really overstate Street. Okay, yep, and they have 390. So you are really talking about this is this targets two companies BlackRock and Vanguard Okay, but what I did was I went through and looked at every 13 G filer for all these companies in the US. Sure. And the, the output was I wanted to know. First of all, how much more will it cost? So, I made some estimates here and I'll just use BlackRock and as an example, if we pretend that the CEO has to sign off on every 13 G filing and every 13 D filing, the third 13 G filing that filing. The first filing is basically two minute filing. They're automated like sure. It just says we own this much and that's, and here's our address. That's literally all it says, if we say, if we assume it takes some two minutes to overlook every single one of them, and he works 65 hours a week. It takes roughly 114 hours a year. And it would cost 445,000 dollars, based on a summary compensation. Basically, black rocks, paying 445,000 dollars for that guy. To look at 13 G5 filings, that's just pretend, right? Like this is pretend. That's what he's doing, yeah. Okay. If they become 13 D filing, which they would be, if they talked to any of those companies. They are suddenly 110 dollar filing fee, every time you file, you file. Every time you talk to the company, every time you interact with the company, you have to file a 13 day. And the forms are much more involved. Let's pretend to take 20 minutes to do each. So, all the sudden it takes 23% of his time or 4.5 million dollars and nearly 300,000 dollars in filing fees to talk to each company. Once it's a 10x cost in paperwork. Yeah, it's magical. It's the party of deregulation actually installed significantly more bureaucracy in order to kill a process. It was really, maybe they can use the same AI that the New York Times is using to help them with this project. I don't know if AI would be subject to a 13 D filing. It's hard to say depends on the company. But here, the big Winners Because unless you think someone loses, I looked at the companies with the most 13 G filers in terms of the percentage of their Holdings, you want to know some of the large cap companies in the United States. Absolutely, Philip Morris. For instance, he's going to recapture 33% of the vote for management. Oh, for them. Yeah. What company that what I'm saying is 33% of the vote, was basically 13. G filers, who now have the risk of becoming 13 D filers, if they talked to Philip Morris or voted against the directors, 30 1/3 of the total vote, Basically, they can almost guarantee with just be for management. Every time. Okay, so so what you're saying is that, that that they will no longer have a voice that Philip Morris. 33% of the vote will no longer have a voice, is that I'm saying 33% of the vote. If they were to discuss with management anything or vote against a director, sure, they would likely have to change their filing from a g to a d pay more and it's more involved, but right? But you are suggesting that that BlackRock votes against things that Philip Morris and there's no real truth of that is there no, no. What I'm saying is now, the incentive is not to vote against things I'll Fillmore Morris because if you do you might have already file something. Yeah. Right. But there are the irony of course is that they're already not voting against things at these. Oh yeah. Change much. But now it's more or less a guarantee. Sure. How about this one? Again, you're you're just you you're consolidating CEO power management, power board power. That's really what you're doing. You're, you're quieting the voice of all kinds, of shareholders. I'll give you two or three more, you ready? Yeah, Eli, Lilly, gets 32% of its vote back from the 13th, Eli. Lilly has a negative 24% gender, power Gap. Forget closing that baby. You're like just you can't even talk to them about diversity on the board because it would be, they would have to change their filing. They become an activist how about Chevron 24% of their vote, they recapture. 75% of Chevrons board is connected to one another. The board average TSR on the board is under 500 462 so they returned less than their peers, not a great board. And they have a negative, 11% gender power Gap. Again you're you're assumption here is that these 13 G files are actually engaging with Chevron and and oh no. My assumption here is that they can't. They won't now ever have a conversation with them. Yeah, they've hit pause on that. Yeah, here's my favorite one. It's really my favorite three. There are three companies who get more than 50% of their vote back. From 13 G files. So if you are at all Nails Pharmaceuticals at most energy, a Regency centers. Yeah. All the sudden most of your the majority of her shareholders were 13, GSMArena They are unlikely to talk to you ever again for risk of looking like an activist. Yeah, all three of them. Basically, can do whatever they want because of vote against management, would be basically an activist stance. I mean, the, the cruel irony of this whole thing is that that you would assume that actually a lot of these major 13g filers are. Sometimes they actually in these meetings, they're they're sharing pause like good advice, right? Like, oh yeah, I don't want you. Every proxy statement. I read talks about the the engaged conversations they have with shareholders and and I'm sure they're actually learning a lot through that process, right? That process of oversight process of a counterbalance to their power. We're I know we're just focusing on the on the government's perceived cynical use of that power but there's a lot more going on these conversations then just voting against directors right there are actual conversations about what the Company is up to yeah, like regular governance stuff like regular conversations. Like how are you? What are your Capital Investments? So now welcome to a new world. Yeah, more CEO Powers no conversations can happen. I don't know if I made 13 G versus D filing sexy or not know well you would have if you had kept the music going but that was the differentiator know but that's all we got. That hazelnut Rallis I'm here. So I'm at moscati we are free float. Come back. We actually gonna do a show. What tomorrow and Friday Friday. No we don't give up. We are filing. 13. D's all day long until then goodbye.