Blame at Wells Fargo’s AGM, plus Ingles governance joke, Cook out, Texas reject

This is proxy countdown. Welcome to the Big Show for the week of April 20th 2026 alongside my tag team partner. Matt mascardi, I'm Damien rawlas on today's countdown, Tim Cook changes chairs at Apple while Corey Berry loses hers at Best, Buy activist investors, raise the Sackler sucks flag at English Markets. Shareholders love mergers, but hate merger pay and on the big boat. Matt looks at Charles Scharf and his boy band at Wells Fargo. Let's start with the top stories from our trade wire. Now we're just looking at filing just from the week. It's just last week the headlines. Apple, Tim Cook is stepping down in his role as CEO transitioning over to Executive chair. So remains his executive remains on the board, John Turner's promoted to CEO and director and then art Levinson. Uh, will become leading, the pain director has been a chair and have been on the board forever. At Netflix. Cheer cheer. He's now the chair. He started out of the founder. He was the CEO. He was the executive chair. Now he's the chair. Reed Hastings is officially leaving the board as of the 2026 annual meeting. At Southern Copper. Their CEO gonzal. Oscar Gonzalez Rocha passed away and they appointed director Leonardo, Contreras, Laredo de Tejada as interim, CEO, so from director to interim CEO there at Best Buy Corie Barry stepping down as CEO except she's actually leaving the board. Wow. Yeah, not staying. Jason Bond fig, and internal hires taking over Which, you know, I despite the fact that people don't seem to love the company, their avoiding the golden. Hello by Hiring from within, Barry will remain for a little while as a consultant and get some money out of it. But she's, she's leaving, she's going. She's not staying in the board. and then finally, at Lululemon, They named former Nike executive. Heidi O'Neill, a CEO. She's getting a golden. Hello package. This is what happens when you do an external hire, I guess golden. Hello package of 7 million dollars in equity. And 2 million dollars in cash. It's worth pointing out that little lemon. Now is probably one of the most female powerful board. companies in existence, seven of 11 directors are women Chair is a woman Martha. Morphe committees are all a majority women including the chairs on the out of committee in the pay committee and then the CFO Sure. Chief merchandising officer Chief people, officer Chief legal and compliance. She random product activation officer all women. So it's pretty remarkable that that probably would explain the stock drop after the announced. He's got led by a woman already already. That people aren't sure about or the market is not sure about how do you know. But when you read Heidi, O'Neill's credentials Nike, you know, they'd be hard. What do you not sure, yeah. What do you not sure. And then, finally, let's cover some of the stupid money deals going on in the 8K. A special Equity award at crowdstrike to President Michael, santon's Target, Equity, Award of 42 million worth up to 84 million dollars. Just a, just an award I know where and not the CEO, this is the president. President. This is a weird one at Expedia. There's a golden, hello for new CFO, Derek Anderson, two and a half million dollars in cash 17 million dollars in equity. Relocation benefits 30,000 dollars a month in rent for 13 months. 325,000 dollars in home, sales assistant and then bunch of round. Trip tickets for his family. Go back and forth and I don't know what look for in your house, but here's the thing. This is the same guy. Who essentially just got pushed out of snap by activists and pressure. Over hiring snap never does well. Whatever you want to call it. He in a separate story. He's being pushed out of snap. and yet somehow finds a new home immediately Expedia and gets About 20 million dollars thrown at him. I that these this doesn't add up to me. I don't really understand this one. What doesn't add up to me, is 30,000 dollars a month in rent. Well, it's it's Seattle, right? It's expensive. It's, I live there. It's not that expensive. Lululemon. We already mentioned that. Heidi O'Neill, new CEO, she's getting, I mean, she's getting less. I don't even know how big a little lemons market cap is not small. I don't know what expedia is. But she's only getting I say, only. She's getting less than half of his Equity, he's a CFO she's getting seven million dollars. Like he's getting 17 and she's getting even a little bit less cash 2 million dollars in cash. She's a CEO and he was just forced out. According to several reports by activist investors what the heck? I mean, at least failing up is alive and well. Those are the I'm gonna call that the biggest money stories of the week. And then finally, you know, we keep having directors appointed to boards classified boards. We're going to be there for several years. For they get up for Less, I don't need to mention that. Let's move on. Proxy. Oh, I got some couple of good. Proxy cage match stories this week. English Markets and I mentioned them, the beginning. The issued an open letter to shareholders a minute. Amid an active proxy fight urging votes for its two nominees, Rebecca Lowe and Dwight Jacobs. The country is the company is strongly, opposing activists nominee, Rory held. Arguing his ties to the Sackler family. Now, we know the Sackler family is this is one of the worst families known to the United States. They were the Purdue Purdue Fama, Purdue Pharma drug dealer, Mafia bosses basically, Created the opioid problem. Yeah, killing many addicting, many ravaging, entire States. So the the company is supposing this guy because arguing, his ties to the cycle from me. Create conflicting loyalties and potential fiduciary. Conflicts of elected the activist investor, someone called an organization called Summer Road and never heard of them said, quote, our independent director candidate Rory held is not a member of a circle family, and has never worked for Purdue farmer, right? So that's their statement. The company said in English said, this is again a quote, but in a time when public records are available to anyone Summer Road in, Rory, held can run, but they cannot hide, although they have tried. So they even got a rhyme in there. It said summer Road has accused English. Accused us of not understanding public company governance. However, England's understands public company, governance just fine. What kind of argument is this and then they went on to say, you know, they're not wrong. Then they went out the point out all the connections that Rory held actually has his cycle. Is he, he is the former co-chair of the Purdue farmer board of directors. He was he's a deeply intertwined with secular film. He trusts he used to hold funds. Um, salvaged from the Purdue farmer. Bankruptcy is a trustee for several seconds. There's a long list. So clearly summer Road was trying to get away with semantics there, but I just like so I just like that. They, they can run, but they can't hide. And then it's very ominous. And then, actually, we're we're, we understand governance, just fine. I just thought, this is the silliest. I just love this. I I, so my memory is, and I have to look this up. That English Markets is one of the companies that we see routinely that gets directors, voted out, but end up keeping them and he was that right. North. It's a North Carolina, I guess Market. Change supermarket chain. Yeah, I this is my memory and I remember, I remember thinking it because they must be a classified bored or have a plurality vote, like one vote and you keep your board position. So if that is my my memory is correct. That would suggest. That them saying summer Road has accused English of not understanding public company, governance would be equally as funny as saying they can run, but not high. Yeah. I love the Optics too. Like you're an activist investor and your big idea, is that a point someone who's involved with the Sackler family? I mean that just seems like a bad start. And then this other one in my favorite proxy cage, fight headline of the week happening at the company, radcom. Here's the, here's just gonna read the headline that we can move on. Value-based has joined forces with the late Founders children. In efforts to oust the chairman. And most of the board including the late, Founders, second wife. I mean, you know, I don't know where we're getting into multiple wives. Yeah, I think it's time. I think it's time to move on. We got a lot of boats now to report on there were 33 last week. These are these are large market, cap companies, So those three three there were total, 13 trailer proposals. Let's not a lot for them were at Adobe. What I did see is that The the act by written consent proposal. That routinely gets about 40%. I got three different companies about 40%. Which again my my view that's a win. So just, you know, the companies should listen to the shareholders. But then there's still a craziness as an example. Excessive, golden parachutes was up at a vote Humana and Adobe it got 41% support of Humana, but then only 8% at Adobe. I don't get that mismatch and I'll get to Adobe later actually. And then there's, you know, there's still like independent board chair. They gets it gets routinely about 30% and then the all the hate proponents, the anti woke people, they get nothing. So this is the, I guess this is what's happening this year, right? We've We're staying with the governance stuff, but we're not really passing it. And then all we're we're not excluding a lot of the hate the hate ones, but they're all getting no votes anyway. So, I don't really know why they're going up to vote. I mean, that's, that's the they're going up to vote because of the political expedience of allowing them through whatever pay. This is where we're starting to get interesting. Adobe, I mentioned the Adobe before. They nearly lost their pay vote 49.5%. Now this is incredible at 49.5%. Do you not round up and just say no yeah, it's a no, but The pay committee, the chair got 15% now, which is really not that high, considering they hated the pay and then the rest of the pay committee got 4%, no. And then we doing and then there was a shareholder proposal wanting to vote on excessive golden parachutes and that only got 8% support. So, it's like, what are you mad about? What? I just don't understand any of this. How, how can you collectively, find half the shareholders, be angry at pay, but then they don't do anything else. I don't, I don't get this. I'm also not entirely clear there in the middle of succession planting. Right. Because the CEO is announced that he stepping down, but said he doesn't have a date to step down because they don't have a successor. How are you voting? Not just against pay, but how are you voting for any director at a company? That clearly is the no succession planing? And they're willing to pay an outgoing CEO, tremendous amounts of money on the way out. What do we doing? Well, you covered this company, right? Didn't we cover this? We did. We covered them. Just yeah. Two weeks ago and I I fail to look back but I think some of your recommendations were fall. I think, didn't you? You recommend a Daniel rossen Wig? I think his name is he got the most votes against you think he got like, 28% know, which is a significant figure. Um, I'm sure it's entirely because of people listening to this show. I'd like to think so actually. But anyway, so they clearly were willing to do some things but just not other things. Yeah, I don't, it never makes sense. I always want it to make sense, but it never makes sense. And then the same exact thing basically at The Bank of New York Mellon 45. 45% no on, pay the entire paid committee gets about 5% no. It's it, it's even at least Amy bands, the on the pay committee. They share the pay Community 15%, I guess, at least that. Yeah, whatever broadcom got it right 34% know on pay which is a number and then their pay committee chair. Harry you. He did get 26%. No, that's basically a line for the most part more or less. You might say it's one-to-one and as we know, the same institutional investors. At most of these companies. So I would really be interested to see like that they get it right here but not elsewhere. Like I just don't understand what they're up to. Um, and then this one. Special, we had two special meetings with two mergers up for vote at Warner Bros Discovery and a digital Bridge group. But okay, at Warner Brothers, the 99%, yes, on the merger, 83%, know on the merger pay. WOW. And then in the same thing at digital Bridge 97% yes in the merger. 77% know and merger pay so So merge, your pay is okay to be angry about, but normal pay we kind of sit on our hands like right? Yeah, actually. So I know you're drawing the disparity between the yes votes in the no vote, you know, with pay. I'm actually a little shocked that anything ever gets 99% approval from anyone. Right? You could directors, do if I asked 20 people in a Dunkin Donuts, whether they're like Dunkin Donuts more than 10% of them with say not, I don't like it, I just passing by right. Like, it just seems like getting that level of agreement is impossible. And then we have a little bit of activity and I don't know, I feel like I'm seeing a little bit more dissension against directors. So again, we had 33 meetings, 23 directors over 10%. That's not a lot. I was actually expecting it to be worse, so but we have a no vote at a no Smith. Ilum quadri. 52% votes against her re-election. But of course, and here's a quote from the company based upon among other things, the skills and qualifications. Of Dr. Kadri to be a member of the board, but that That doesn't do with a share of vote. Absolutely nothing because Because anyway she wasn't voted on to get on the board. So but that's beside the point and her past contribution to the board which, you know, have not been Quantified here that just say it. And the belief that the withheld boats. For Dr. Kadhi, Who was a highly valued member of the community? How are you valued by? The themselves I guess, right? Not by shareholders clearly. Yeah. We're primarily reflective of stockholder views regarding the company's dual-class capital structure and not because of any specific objection to Drury. and thus, we're ignoring shareholders, they but, She? Okay, so this was a classified board. They mentioned the dual-class bowl all six class a direct 100% of the vote. Uh, there, there were other people up for a vote in her class, like, Christopher Mapes. He only got 36% know. So, what? What? Push caudry over the What clearly that that's a lie, right? Because something pushed Cadre over the line. But anyway, how about you, just how about we just stopped? Discussions like this and when you lose a vote, well, just make it look really simple. When when you lose a majority of Cheryl, that's it. Get you have to leave, that's it. That's sort of the way the rest of the world works with it. Just it's just super simple. I mean and they always talk about one to say money because they're always like, you know, the Make, you know, disclosures and all the stuff it's like takes time and money so you could simplify in the proxy statement. If a voter doesn't get a majority votes, we've both them. They're gone. How about that? That's an easy. I mean, I like the math of what you're proposing. Yeah, all right. I mean I know like People who are interested in this topic. Might get to themselves. How simplistic I sound how dumb this is, but It's actually what I'm saying is know. Where is dumb. It's just that. We're so entrenched with how things are done in this world. That we despite the fact that it wasn't that long ago that we made major changes in this world like disclosure of pay and and, and, you know, adding women to boards and, and splitting CEOs, but now not, we do nothing. Now, just that the, even like the suggestion that that I'm making here would be, you know, is a giggle moment because it's just not that, it's just not gonna happen. I get voted out, I leave haha. Yeah, but I would, you know, if the investor the cares, I would vote, no and everything AO Smith until they listen to Shirley's. That's all I'll talk about. DirecTV two other, no one other company. And this is really the most noteworthy vote, probably at the week of Texas Capital Bank shares. They had a red domestication, vote moving from Delaware to Texas. I think the, the blowhards call it decks it, right? Yeah. And remember how well brexit went? So it took maybe that's a good nickname. Texas cap. First of all I I didn't even like I didn't even realize when I was writing this up that Texas Capital Bank shares is Texas. Capital Bank shares that Texas Texas Capitol. Yes that was just you know I wasn't thinking about that. The this is a textbook for understanding the differences between Incorporating a Delaware in Texas. If you look at their proxy, they laid out everything out the whole argument everything. So thank you to Texas capital mixtures. I'll actually refer back to that when I'm trying to figure out the differences. But to shareholders, At Texas Capital Bank Schertz, we're not interested. They they said no 55% said no, they don't want to move to Texas. And then there was another tag on vote that one of them. To change who can submit Cheryl proposals. They wanted to get it up to 3%. You had to hold three percent or a millionaires they said no to that, 87% said no to that, they're just like, you know, we're not falling for this shit. And then finally, the one that I love is that there was even a procedural vote called proposal six. Which the company set says, if if you don't give us what we want in the first two votes, we're gonna ask for extra time to convince you, we want extra, We're not gonna join the meeting. We want extra time. To Badger you and convince you to support us and they said no to that one to 69% said. No. I mean, the whole thing is is just the greatest victory for shareholders, right? This should be the template for everything. Well, I don't know how it happened. I don't understand how If You Can Tell Texas, Capital Bank shares not to re-domicile in Texas. If you could tell a company named Texas, Capital Bank, shares, not to leave Delaware for Texas, then you can tell the head of the compensation committee to vote get voted out when you don't like pay. That's seems like you this you're now capable. It looks like a boat 46 percent of shares here are held by BlackRock band Guard, T-Roy price, damental fund, and State Street. So maybe there were the ones behind they had to. They had to just mathematically but then but then you know, Robyn denholm wants to do something for Elon. And that gets okay, that's all I have looking at upcoming annual meetings next week. The big one next week as well. As far as the biggest Marketplace. Know the meeting is, we're gonna call it this week. I'm saying the meeting is coming up next week. April 28th, I want to point out. Once again, a virtual meeting always virtually. Yeah. Well, now again, I'm gonna say this every week that we cover this, this practice has to stop. And again, here's another thing, I give everyone listening, all institutional investors who might be listening, I give you permission to vote against every proposal just because hell. Hey, we want to show up to these meetings. So we're gonna vote, no until you let us come back because covid is over. Right, isn't it? I, I heard. I don't know. I don't I'm out there I go. I heard it's over. I've been told that vaccines are optional everywhere for everything now. Paying everything investors. Like, don't have to be afraid of everything to me and I know people. Like, I feel like jimin would agree with me vote, no against everything until they, let us come back into the room. All right, I like that. Well, as Fargo, I don't have a lot to set you up in here. I know you have a lot to talk about, I only a couple things before I handed over there. I think, if I had, if I got the data right, they're overall performance scores suck. That's not awesome. Yeah. And then the big one to me is this is this is like a boy band, you know? And and this is like seems like a bit of an outlier. Their top six influencers on the border, all men with an aggregate 72% of influence and this is not a controlled company, it's not a Founder firm. This is pretty insane like that, they don't, they are not interested in the female voice. That's all I have. I'm gonna hand it off to you. Something different this week. I did a if you listen to business pants are other show? I should we play a game called the blame game? Yeah, this this time, there's a lot of ways you can look at these companies and I set my game clock again, but instead of focusing on the directors and the team, like, as people, I actually focused on the shareholder proposals which seems to still be the one place that investors pay the most attention. Yes, six of them, there's six of them here. There's a lot of them here and it seems to be the place where investors spend our most research Capital. There are most thinking, you know, the pay vote and the shareholder proposals Garner, the most attention, we still see routinely 10, 15, 20 percent in favor of a Cheryl to proposal where we see Zero descent board members himself. So the game I wanted to play At Wells Fargo and this is not because of these particular shareholder proposals, it's just that they had some and I wanted to look at a company in New Way. Can I just say before you begin hats off to Wells? Fargo. I am gonna credit Wells Fargo for they could have excluded everything they let all I don't. Okay? Maybe they excluded some but six is a bit of an outlier this season. It's a lot this season. Yeah. So they're probably gonna be the most but I wanted to basically say, if you are going to vote for us, one of these shareholder proposals, who do you blame for the fact that you have to ask for this shareholder proposal? It's because we are constantly talking about. We are, you know, we're if you're gonna vote against pay, you should vote against the entire pay committee because what you don't like is the committee that set to pay right. Like that's what we're saying and they tell you in the proxy they help. They they connect those dots for you. Yes, right now like oh who do I blame? It's required just closer. Yeah, so and this case I wanted to do the same thing with Cheryl The Proposal the first up National legal and policy Center. Anti-wolf group know we call them the hate proposals. Well, they have pivoted largely off of direct hate and entirely into like this governance occasionally. There's still, there's still Landing a lot in the hate group. Look what we recognize that they're doing is they are a non-profit that needs to go to their funders and say we are getting increased support. Yes. That's, they're gonna have. They're gonna take these averages. And so they need to put out a proposals, including this one. Here's the, here's the proposal shareholders request, the board of directors, adopt, as policy and amend. The governing documents is necessary to require here after that two separate people hold the office of chairman of the board and all of the Chiefs. This is just straight out woke governance. That's what is Taylor old. Plain governance doesn't get more woke in. The government's World in this one and they are doing this. We know to improve their overall average of shareholders support. That is That is the con game in the back game happening. That notwithstanding. Let's look at this National legal policy Center. They actually have 36 filing mentions in 2026 so far. We're only in April, and they're in 36 different filings. So they're getting a lot of traction. They get a lot of play, but here's the background on July 29th. The 2025, the independent members of the board. This is from an 8K consistent with the recommendation of the human resources Committee of the board, awarded chief executive officer and president Charles Scharf, a one-time Equity Award of 30 million dollars, and 1.046 million stock options. And in the same filing, they also approved and adopted the company's bylaws amended by laws that allowed for him. Charles Scharf to become the chair of the board. No longer requiring that the chair being dependent. Jessica double power move for shark. Are at the same time, they, they introduced the lead independent director and they appointed Stephen black is lead independent director. All right. So who do we blame? If you are going to vote now for the separation of CEO and chair, who do you blame on this board for having to, you know, do this vote. The one obvious choice, right? Is no, I would say. Chair Stephen black. Okay. We didn't eventually aboard, the former was the chair of the board. He's now leading to direct her. He relinquished his role. Clearly in the meeting, he said, I'm happy to give up my role for Charlie, right? Because he was the chair, and it's no wonder because actually, Stephen black worked at JP Morgan with sharp. They are both CEOs of Divisions together. So they've known each other. He joined the board in 2020 2021 and almost immediately became the chair. A year or two after that. Yeah. They're both directors at Bank of New York Mellon. Yes. And black is by far the highest paid director on this board. He makes over 600,000 dollars a year and summary pay and so is actual take-home pay for is much higher than that and he got that paid for being chair and now lead independent director and he was on the human resources Committee of the board when the decision was made by the human resources committee to pay sharp his, his special compensation award and to combine these roles. So, option number one, Stephen black Option. Number two. The entire board. Okay, if you are voting to separate CEO and chair. Now, with the national legal policy Center, this entire board was present for that decision. There's no one knew. There's no one you can exclude. It's very simple if you disagree with that decision, this is your first opportunity to vote on that decision vote against the entire board, who approved it. Because they've already changed the bylaws. They went about changing the Bible. Yeah, they did on their without shareholder approval and now you're forced to do a shareholder proposal. To re separate. So just vote against the board. Yeah. And I, and I'm guessing based on this special Equity award that they are going to get paid votes, are going to suffer a bit this year at Wells, Fargo? Yeah, sharp is out at the 90 million, Mark for pay this year. It is, it is Brian Nichols. Starbucks level pay for one time Equity award for a sitting CEO and the funny part about the the shareholder proposal is in their statement of opposition. Wells. Fargo actually used as a justification for rejecting the this shareholder proposal. The governance language that they themselves just adopted. They basically reference the fact that they're just following their own bylaws which allows them to have a lead independent right after and well they just changed they changed it right? Do you blame Charlie Sharps who goes from 19% influence to 24% influences with the church change and it oddly weirdly came at the the the expense of some of the dudes who you referenced having right? You know, control Ronald Sergeant Wayne Hewitt, both dropped their influence but it's somehow helped Steve Steve and black he went from 10 to 11 percent. So this is pure power consolidation for the CEO and his friends Stephen black. That's pretty much the way this is working out. Like the CEO on this board whose former friend from the Bank of New York, Melanie, and you said, JP Morgan. Like he didn't already have like Tower. Like it wasn't already a problem, right? It was already a problem before this. So this is like, are they a piece like they just dealing with egos of CEOs of this point? Or I mean I don't understand the tactically why he needs this title but I don't. But you know what? I don't want to agree with the national legal and Paul said, I don't want to help their stats. I'm gonna vote no and everything they put up forever and I'm just gonna do what you said. I'm gonna vote against board members. Yes, if you don't have their stats, this because way, there's such Hypocrites, because they're not only, they telling a man what to do. But in their world, where meritocracy is King pun intended, how dare you? Tell the CEO what to do, if the CEO is the most Merit, shouldn't he get to decide what, to, if he wants to be a chair or not? I mean, depending on your worldview. But, you know, is there that is there a worldview, which is their worldview? Yes. Well, but also it's worth mentioning you could blame Chairman and co-founder of the national legal policy Center. Peter Flaherty who is unironically running headlines about their attempts to separate CEO and chair while being CEO and board chair of his non-profit. Yeah, well, no, it's only because nobody else wants to So it's exhausting being that hateful. So who do you blame? Like, I I'm gonna open this to you to sort of answer who you blame. Well, any combined, CEO chair. I would vote again and then I would, I would certainly go the same. I take the same route you did and I would attack, I would look at the influence numbers for free flow analytics and I would start with Stephen black. I would yeah I would take that route. I would take that route I think that's right. All right, next up. John Chavez has a proposal. Cheryl does request that board of directors, take each step necessary. So that each voting requirement in our Charter and bylaws that calls for a greater than simple majority vote. We replaced by a simple majority vote. Basically normal one. It's a normal one except this is not the first time. So Wells Fargo, move to simple majority voting. It already won in 2023. Wells Fargo did not have enough votes present at the meeting to meet some of the actual thresholds. So Chevette is actually demanding that they are they can't adjourn the meeting until they get enough change. The bylaws like they just did they like changing by laws? Well that's the thing and Welles there's one remaining. They ended up getting simple majority voting passed for everything except for a single bylaw and I want to tell you what this bylaw is first. Your first option to blame is investors for not showing up to the meetings that they are able to show up. Up anymore. Oh, you mean you don't mean the annual meeting? I mean, no, I'm talking about like they can vote at these meetings and they don't even bother. They didn't get enough of votes to pass the simple majority. Then what are you doing? As an investor? Like why are you invested? Just that's, that's me is ridiculous. So, step one investors, blame yourself. If you didn't show up and vote and this is largely retail, I get it, but that's a problem. You could blame John Chavez in here because Honestly, I read this backwards and forwards. He normally when asking for a simple majority vote, I would be 100% behind it. But it looks like the only Clause that requires a supermajority is one Clause called the local directors clause. I didn't know this existed. This is I'm new to this. Yeah, this this Clause says If Wells Fargo and this is not unique in banking. I think if Wells Fargo were to buy greater than 50% of the voting stock of another bank, a local bank. and, If Wells Fargo explicitly agrees to abide by the local directors by law. Then Wells Fargo must cast it all of its votes. Such that 75% or more of the subsidiary board, the company, the bank, it just bought all of those directors are residents of the city areas. However, nobody talking about basically it says, Wells, Fargo goes out. Buys a local bank. Yeah. If they, if they decide that they want to abide by this, you know, bylaw because they it's optional, then they have to put local, local residents of the headquarter, wherever the, the bank they bought wherever its headquarters people, local residents in charge. I know John is taking a principled stand here. That like simple majority should be the standard everywhere. Yeah, but I'm not who cares about this? Like, I don't, I don't, the investor downside is I get no control over the local bank. But the control is in favor of the community over the profits. And basically means community members locals, run the local bank even though, Wells Fargo is hard to care about this one. Hard to care about it. So it brings me to my third who do you blame option, which is tongue in cheek? Yeah. It's Wonderful Life. The movie. It's a Wonderful Life. Yeah. Because if you sided with Potter, which is profit over Community, this is basically the George Bailey Clause. Okay. George Bailey, you know, maintains control. Who do you choose? Who you blame him? I you, you made my head spin on this. Why? I might, I look, I didn't write the shareholder proposal. I had to get deep. I might accidentally not vote on this one and then later when someone asked me like, oh I didn't see that one. You can abstain, you can obtain. Yeah. All right. Well the next come on you John. I love you. I love you, John. But yeah, maybe we can, maybe we can put up things a little bit more important. I'm gonna make the next two, a singular one. And because they're really kind of asking for the same thing, the Comptroller of New York City it is requesting that Wells Fargo disclose annually and energy Supply ratio. This is the second year in a row in this, I recorded that they got 18% support lasts, right? 17 and a half or something which you're saying, well, it's not low as you sow is also requesting the Wells Fargo issue a report on climate related litigation. So both are sort of climate related. Both are like you are lending to you know, fossil fuel that one is asking for what's the ratio of lending fossil fuel to non. And this is why I like your tactic here for rules for because as we already know, they're not going to get probably much more than 20%. So let's let's rethink these. So rethink it. If you don't like this, if you, if you want to side with the shoulder proposal, how do you actually get it to pass because who do you Punish because first of all, the first person you could blame for either of these having to put either of these on the map is in 2020. Won the Wells Fargo board. They actually that's when they announced for the first time. They transition their efforts for the transition to a low-carbon economy. They set a net zero goal. And financed emissions goal, 500 billion dollars by 2030. By the end of 2025, there were more than halfway to their sustainable financing goal. Even though most of it's just double counting, nearly two thirds of the the their progress are, they are counting entire loans that were underwritten that they were only one of the underwriters for so but if the board in 2021 hadn't set, ambitious green Washi goals, we wouldn't be asking for real ratios would, we wouldn't we be asking? Wouldn't we just be happy with what they already set and we could hold them accountable for that? Sure. Option. Number two. Because you can't actually paint blame the 2021 Wells. Fargo board. You can only blame some of them Suzanne Voltron and Wayne Hewitt if you're going to vote for this, You have to vote against the directors, who set those goals in the first place. In fact, black Chauncey Craver Hewitt Morris Sergeant sharp and Foster, not 67% of the board today. Set these targets. Two of the members vagina and Hewitt were on the three person. Now, gone corporate responsibility committee that helps that these goals so you can hold the directors who are on the corporate responsibility Committee in 2021 responsible today. For the fact that you don't have useful ratios, you have bad Target setting. They rolled back those settings. Or you can set your eyes on Fernando Rivas, head of the investment banking. Now, you can't vote Rivas out, he's not on the board. But he's the guy who's ahead of investment banking. He's got to have one analyst who could spend 14 minutes to get you. These numbers. This is not hard. They have all of the state of internally, you can vote against executive pay because Revis is an Neo who's pay is set. This is a tough one. By, you know, by by you, you know? So those are your options. You could basically say everyone who is on the board in 2021, who set this, the two members of the committee in 2021, that set this who are still around or Fernando Rivas ahead of the investment banking vote against pay for executives because he's the guy you can get this to you in seven minutes know which committee are you saying is responsible for this the corporate responsibility committee? Does it confused the members of the board still do because I'm trying to find which committee actually has oversight of this matter. And the closest I can come now is the governance and nominating. Yeah. They rolled it in. Yeah. Social and public responsibility matters and social impact motorz. So Maybe I would Target that committee. I don't know where else to go so Suzanne voucher not and Wayne Hewitt are the only ones you can. You can vote against well know, on that committee at the time that all of these fine. Yeah, that's still there. So that's I think that's right. And then, how about this? and I'm actually, I'm gonna move on to The dissolution of that committee because the American Baptist Home Mission societies filed, asking for a new Committee of independent directors, on indigenous peoples rights. I like it. Except that they had that committee. It was called the corporate responsibility committee and it was dissolved. Yeah it was dissolved in January of 2025 and it was folded into the governance and nominating committee. So if you liked that committee, This is, you had a chance last year, but it was a little bit early. You might not have noticed that the committee disappeared. It was actually the only, the only only female only committee on the board. It was shared by someone who no longer is on the board. Celeste Clark, she's left the board since then. And this is your one chance to basically wake up and say, wait a minute, why are the American Baptist Home Mission societies voting for a new committee when they should be voting against the directors, who got rid of the committee? They could have been told to, I don't know. I yeah, I hear what you're saying but that's a little, that's a little out there. You can vote for this, share the proposal and oh let's do both against Stephen black. Who was the board chair? Then yeah. And and sharp and because and or because sure enough despicable racist and I'm not actually not. This is not a, I'm not a, it's not a hyperbole. The shark has said a lot of horrible racist things over time, including like, you know, we'd hire more black people but we can't, you know, they're not they're not out there. There's no tell. You might you might decide that Charlie sharp is living his own truth because he did say at one point that there like they would probably the problem was there wasn't enough black. talent to hire and on his board, there is only one black person and it's Felicia Norwood, So yeah and notably the the American living is truth, notably, the American Baptist Home Mission Society? Is there their executive leadership and board? Basically all people of color. Yes. Yeah, it's actually one of the few that I can think of. It's one of the few proponents that is led by people of color. I mean, do we have others? I can't think of any top of my head, not many know, all right? And finally, you could, this is not, I hate to say this is that's not gonna get support, you could? Yeah, this won't get any support. But you could get the members of the committee that allowed themselves to be dissolved, CC should know. And then, finally, let's end on this. Yes, Really like, fascinating way to handle walls for go Ridgeline. Research American? Conservatives ETF. Yeah, I've been spending some time with them. This spring. I don't I don't like what I'm seeing. There are single organization. All right, they actually they have a proposal where they want Wells Fargo to assess the potential. Basically the risks, the legal reputational operational, relevant risks of having Dei requirements for vendors suppliers and contractors. Okay. So this one is where I, I get interested, because who do you blame? If you are supporting this, I wanted to be honest. If you are supporting this, you are likely an anti Dei person, right? Of course. I mean, this is a, the opposite of the American Baptist Home Mission Services societies. This is just three white dudes, who are, if you listen to the business pants today, you had a whole section about this is just white men. Supporting other white, that is correct. It is run by William flake. He's the, this is the only investment research for that I've ever seen. Whose investment research leadership was William, flake. A guy who's a political research consultant donor. Don, Irvine, and Tom Carter, three white guys. Yeah, basically, only one of them has any investment experience really at all? And they are white, dude, asking Wells Fargo to issue a report on how having Dei causes reputational damage against white, dudes, right? Like, that's what they're asking for you. Who do you blame? If you are support, remember, you're, you're, if you're supporting this. Who do you blame? Who do you supporting if I'm saying yes? You're saying yes, to this, you're gonna have to help me. I'm totally lost. Who would you blame for the fact that you have to ask this question, all the women in the One Alicia Norwood? The black woman. Okay, she manages benefits at elevance house, she's one of three board members with without any Financial Services or accounting experience per their own self-reported skills, Matrix and the other two are Hispanic, man. And another woman. So basically, yeah, as a black woman definitionally, who is the other this proposal? Who's the other woman? Yeah, Suzanne Foster not. Okay, so who doesn't have that experience if forgive you, my data is out of date here but Felicia Norwood. According to my dad has a 0% influence on the sport. She now is very slightly more. Yeah. Maybe one percent what? Yeah, it's not a lot. So that's funny to blame her for anything. Really but I'm you are supported This is the irony, this is the bitter. Horrible irony of the anti movement is that they're, they're mad and firing women and people of color who actually have no power in the organizations that they were lucky enough to get to, because they're, and into your point in the business pants, they were lucky enough to get at these companies. Run by white men, the white men themselves, created the Dei policies because they're in charge anyway. Anyway, I'm swimming in nonsense. So you're suggesting that if I'm, I'm saying for this, I should just vote against the women in the black. Well, sure. No, I said, first, the black woman because she added in 2022 at the height of EIP fever, right? Like there's a lot of reasons where if you're anti Dei Felicia, Norwood doesn't look qualified height of Dei fever. She's a black woman. Perfect Target for you. Second, perfect Target for you. Richard Davis, the chair of the governance committee that ostensibly oversees this as an issue, right? He's also the CEO of make a wish, which is sounds pretty woke, right? So like, you can Target him. You could Target. Ted Craver. If you are anti Dei and pure meritocracy, which is what you are supposed to be on the pure numbers, if you are pure meritocracy, we know, they don't do that. But go ahead. I'm listening, kraver 337 overall batting average 94, that's 94 in career, controversies eight human rights Flags which includes issues related to discrimination, so you don't like discrimination against white guys. You must not like it anywhere. He's been flagged. He's 74 years old with an eight year tender. Not 10 or 9%, influence is connected to, 15% of the board and he's been flagged twice for being in the bottom quartile of TSR at just this company. During his tenure, he got an MBA. But what was the CEO of a public utility? He's done nothing in finance. He and we've tagged him as a deferential director. Is there anything less meritocracy based? Then what I've just described know. But that individual wishful thinking though you're saying, if you support that policy, you're going to vote against this guy. I'm sorry yes right thinking, yeah, that let's do it and then finally Charlie sharp, who do you blame? Uh, I gotta blame that the mirrorless white guy that flavor, that's what I'm saying. If you support this Cheryl, The Proposal also vote against Ted cravar because he doesn't have any Merit in the first place on this board. And by the way, if you're listening to the show, I mean, you're listening right now, please. Join us in our Pursuit anytime, anyone brings up this topic anti Dei and I women on board whatever, just ask them to define the meritas and ask them for the, for the criteria, the objective criteria. The quantitative things are looking for, just so we, that's what you should be pushing and asking for, I love it, that's all. I got, that's a lot, that's way too much. That's the proxy countdown for the week of April 20th, 2026 join us next week and we jump back into the alternative democracy pool. Forever on the lookout for shareholder Shenanigans Dopey directors scandalous. CEO, pay ratio is Charles Scharf. We didn't even mention has a 1200 to 1. CEO pay ratio, it's already insane. And, of course, we're looking for Wayward band days. Nobody knows why I think. Charles