Transcript
This is proxy countdown. Welcome to the Big Show for the week of February 23 2026. Alongside my tag team partner. Matt mascardi. I'm Damien rawlas on today's countdown. SE. Won't say Epstein. The down to two F phenomenon is still happening in 2026. And activist investor hate Burger smear. Tyson Foods, honors its shareholders, and on the big boat, Matt discusses vanguards political theater East settlement with macca country. Start with our trade War, our top stories. I tracked, 145 filings since early February. This is again, this is what we consider League's, three and four. This these are the The biggest market caps, 600, biggest market cap companies, basically the United States start with some more Epstein Fallout. Goldman Sachs released a Statement, a filing that Catherine h rumler. Has determined to retire from her roles, as Chief legal officer, in general counsel. That's it. It was the shortest AK filing. I covered out of everything I covered. And of course, it mentioned, nothing about her relationship with with Epstein. I it's a shameful lack of information there. And really if shareholders are not part of the political news cycle, they should have, they should have been told why she was resigned because nothing to do with her job performance. Same thing at hotels. Executive chair Thomas pritzker, who's part of the controlling family? He resigned immediately as chair, but Somehow he will serve the remainder of his term as a director until May. I don't understand that at all. And again, in a linked, the press release. That was attached to the filing. Nothing was mentioned about his relationship with Epstein. I don't know. Is that shocking to me? I don't know how it's I mean we can't figure out why CEOs are sometimes like go right. What was it? Holes CEO Kroger. Kroger it was Kroger CEO still not. There's still no filing about what happened. Yeah, so it's not that shocking. A few other audits I found Its synopsis it said and they're following that the board's decision to not to renovate. Okay. They were they disclose that. It was their decision not to renomination two of the directions, really reelection? I know that sounds weird. That I'm including this. But I never see that. They actually, they don't ever say we've decided not to renomination, right? The surveys of directors themselves. Say that on every board, at least one director should be fired directors, right? That at least one other direction. So maybe that's what this is. I don't know. But directors, yeah, maybe because directors, resigned, all the time, I've never seen this language at Westlake. They elected Bob Patel. He is a class three director, not up for election until 2028. Congratulations are Bob. Well, there's another odd one. Walt Disney. That all they said was they exercised their right to terminate without cause the employment of Christina Shockey. Who was the chief Communications officer? That's kind of unusual language too. They exercise their right to terminate her and again we don't know why but Odd language there. That is weird. That is weird. Yeah, I don't have one of the. I mean, it's got to be one of the most famous brands in the world. There's no doubt. It's one of the most famous brands in the world, and she was the chief Communications officer and yet, they're not telling us why they exercise the right to remove her without. Yeah, not a reason. I also want to talk about McDonald's because it just cracked me up, so they have a new director of all people. It's Ford CEO. James Farley Jr. For the Ford, CEO is not on the McDonald's board. Listen to Somebody the other people on the McDonald's board. You got to get the burgers there. Somewhere you go someone from someone from Disney. Now, someone from the WNBA, someone from Marriott Hotels, someone from Johnson & Johnson, someone from McLaren the luxury car company and someone from Abbott Labs. I don't understand this board honestly, like, it's actually, it's a Midway car companies, two car companies. I mean, like you, but look at the blue chips that you just read off, right? Like you're you're actually talking about massively interconnected boards and Old School, Blue Chips. Yeah, it's not that choice. Talk about some of the the gender findings, I talked about down to 2f. The phenomenon that we've seen since the second Trump Administration is where women are. Being let go or the resigning and they're just not replacing them. This happened five times. That's a lot just in a few weeks, Carolyn dorsa at Biogen Lori Thompson at The Travelers companies. Jessica Mega Adana her Corporation Kathleen, Widmer at Texas Roadhouse, and finally Mary Schmidt Campbell at Unity software and some of these are pretty big boards. Donna, her 12 board, 12 board. Member's Biogen. 10 board members just came to can't find anyone else, but I will a silver lining here at Biogen a female chair, resigned Carolyn Dorsett and actually, they elected another female on the board, Maria Freer to service Cherry look. I know this is crazy, the celebrate this, but you don't even see a lot of transitions female to female. Board chair transition. Even that true? That's rightly you really, really rare other than that. The stats remained the same last time I reported on this, 25% of new appointments, were women in. It's the same figure 26%. We're at 26, or so, it's ticking down from, from prior years. And then, finally, let's cover some of the stupid money stories. A 21 million dollar, golden Equity, golden hello at Charter Communications CEO, Lisa Sue at Advanced Micro Devices. Gets a special Equity word award worth up to 150 million dollars. Again, that's just for doing a job. At Public Storage. The CEO, the new CEO gets a 10 million dollar promotion, bonus, the new CFO, get to three million dollar golden hello. And how about this one? The retiring CEO gets a 400,000 dollar monthly Consulting award until April of 2027. Oh, that's nice. What they have to do for those Consulting Awards because they never lay that out. Like what is that Consulting? Yeah, there's just they're not doing anything. It's just their way of getting money. Constellation Brands their new CEO is getting a 33 million dollar golden. Hello Equity award and I will add that this is another Trend. We've been following the director Nicholas Fink. He's the new CEO, so they plucked someone. Oh, that is big. Yeah, I'm CEO at work day. They appointed their co-founder. To be CEO and he's getting 135 million dollar Equity award to go along with that. Well, the co-founder also was on the board. Right there was the executive chair. Yes, he was executive chair. And so they, I mean, they didn't have to look that hard. What is the point of a nomination Committee in finding a CEO, if they literally, just look at the other board members your turn? Yeah. I I can't tell him how many times a CEO steps down, and the nomination committee announces that they're going to begin their succession. Like looking for is like, okay, you should have been ready for this should be. It needs to be higher much higher on an investor agenda. To ask what the nomination process is because they clearly are giving like some sort of wrote answer, but there is no process it. When you end up on just hire the next board member or find the old founder, that's not a process. And finally this is something I've started to track this year is that we're seeing a lot of the situations like it Coca-Cola and Target where the CEO Steps down but moves over to Executive chair and then their their pay packages are basically the same. So Coca-Cola. CEO. Enrique Braun has been promoted to CEO. The former CEO, James Quincey will become executive chair. They're both, they're both basically getting the same amount. 1.5 million dollar salary for, for the new CEO. Quincy still gets 1.2 million. The same Target bonus. And James Quincey will still be able to use the company jet for business and reasonable personal use. Oh, Right, so these chicks. So these So everyone who same thing at Target. Brian Cornell's pay is basically the same as the new CEO, Michael Fidelity, except he's getting only six million dollars in annual Equity is a compared to Fidelity's 12 million dollars in annual and annual Equity Equity. So, what my point here is that anyone who missed reports that Brian Cornell stepped down at Target, is missing the bigger picture, which is there. They're both getting paid like close to CEOs. That's what. Yes. Yeah. They're they're the Ted sarandos and Greg Peters on every board base. Yeah, could be because if what you were doing is demoting him to a typical chair role and giving him like the 300,000 dollars a year or whatever that goes with most chairs fine. But no. Brian Cornell's getting paid. Exactly. Almost exactly the same. So I mean, it does seem like the executive chair position. First of all is definitely on the rise, we know from the day, but second of all is being used as a way to not retire. Like you don't quite want to be done but you don't want to do the work, it's like a cover for bailed succession, right? It's a middle ground for succession because you keep the CEO around and, and you make all, you make a lot of money and everybody wins that way. Let's move over to our proxy cage matches. I'm just gonna rattle through a bunch of headlines. The broader Point here is that, which we pointed out many times, is that when an activist investors involved, it's it's suddenly okay, to vote out directors to add new directors, but only in that situation because because as I'll report coming up, looking at the meetings, it doesn't happen with normal situations. Only when activists investors Step Up activist investor pushes for TripAdvisor board shake up. Black line disclose that activist investor engage Capital formerly nominated. Three directors for election. Teradata agrees to board changes with activist investor and activist. Investor wants four new directors at wex. Activist Dan Loeb dusts, off his poison pen, as he seeks a board, refresh a coaster house, hate that headline, and then Penn settles with activists and events, investor HG Vora, appoints three new directors. And then finally our Maga loving Cracker Barrel. Superfan Sardar, belari, who was vying for a seat on the board of burger chain, Jack in the Box, once a judge, yes, he's suing To stop the proxy vote. I've never seen this one before he wants to stop the proxy vote until the company corrects, disclosures that he says amount to a smear campaign. Wow, this guy is such a baby and all their all Jack-in-the-Box is doing what everyone else does. Which is basically saying that big, sorry, big Larry's, really not that good at this. Like he's he is run tons of activist campaigns that they're not really that successful. They're not about shareholders that are about him. And as as is the case, at Cracker Barrel, it's an erratic pattern of behavior, where he fights for he's been fighting at Cracker Barrel for like over a decade, right? He just fights and he fights and he fights, and he fails and he fails his hands. And, and again that, so he wants to judge to stop the entire proxy voting process until Basically they apologize and take that take it by said, take it back. Yes, I've never seen that. I've never heard of that. Talk about disruptive behavior. I mean he's proving erratic Behavior right there. I've not heard. I thought I mean like you know, we hear all the time about activists in like the 80s and 90s and how like it was basically a competition. It was a measuring competition where you walk around, who's the biggest in the room and who's got the loudest voice, you could be the toughest, this is the whiniest and who can be the whiniest in the world? Yes, it's crazy. And then finally, before I move over to Matt Matt's talking about Vanguard the vote results table. I looked at 22 meetings with a market cap over a billion dollars. actually looked at a bunch more, but I looked at 552 total meetings but let's focus on the The ones, the market cap over a billion. The total number of Charlotte proposals at this 22 meetings was four. And three of them, believe it or not came from Tyson Foods. Well, I so I do believe that Tyson Foods is a dual class company and is controlled. So. Okay. But there's no way they could win. There's no point, right? Okay, but that's a bother either. Well but why not? Why not just let them through. And then Apple this is this really tells you the state of Cheryl proposals in 2026 because usually at these tech companies, you see so many Shareable proposals Apple down to one. A beautiful China, entanglement audit. I love those. How dare you talk to China? I got a national one percent support, one person support, is that a national policy? Public Center or whatever? If it's anti someone without white skin or someone without a penis or whatever? Yes. It's usually the national legal policy Center, they should be proud of themselves. And then broaden that a bit, I actually looked at 52, total meetings, I looked at all all caps, again the same for it's still those four proposals. There were none there in this other 30 companies that so it's a dire state pay. Only three payloads even over 20%, nothing really to talk about here in the low 20% the only thing interesting Since the beginning of February was, there was a merger, especially meeting exact Sciences. The merger got 99.6%. Yes, but the compensation related to the merger. Got 67% know. So I'm just surprised that they were paying attention. I mean really all it was which I agree that they should say no to this. Was that the NEOS including CEO. Kevin Conroy would get massive, just cash payments at the merger. Went through the CEO. Kevin Conroy was due to get 10 million dollars and a bunch of other stuff, but I'm just, you know, it's amazing when they decided to pay attention. That's all, that's all I'm trying to say. Is that amazing? I don't know. I was on the directors. Nothing. I now record the average director. Yes, vote. It, it's routinely like 97.98 99% average directors report. I think I found one, one at the 22 large cap companies were director got above 20% and that was Mary made her at J&J. Snack foods, whose classified boards system is so stupid. That only one directors up for election, every know it was just her, that's it. So I don't even know what, I don't know if they're mad at her. I don't know if they're mad at the bore. I don't know what. I don't know what shareholders I think over there but And then finally, let me end on this. We had another at a small cap company. We had another dumb attendance vote, Amy, Abraham Energy, Services of America. She got 48% know because of attendance, right? That's the one. Good good. And then I looked at there's about 10 big, large cap companies coming up next week, companies, like Warner Music, which is the news, Sonos nordson. And I will tell you that out of all fair, Isaac, I will tell you that there are zero. Shirley proposals at all of those meetings coming up before I talk about Vanguard, I will tell you this. I looked into nordson, I was going to look through all of them for some quirks and they I I'm starting to look for what's in the fine print of a lot of these proxies and at nordson I found one thing which is actually worth pegging For future proxies. The annual compensation that directors, get is more than it's, it's generally triple. Inflation. Like as in the the increases in pay for directors but Nords in was a special case because the every director basically gets a cash retainer and it went from 90,000 to 100,000 and they get a grant and Equity grant that went from 165,000 to 190,000 that's for every single director on the board. But this year, the board chair had their, it was the only other directory to get a role. Cash, retainer increase went from 100,000 to 115,000. So now, can you guess the multiple the board chair gets from? Let's say the compensation committee. The governance or the governance in sustainability committee. Know, I can't go ahead. So the board chair. Yeah, gets Seven gets 7x the composition committee chair. The board chair gets 115,000 dollars extra for being board chair. And the compensation committee gets 15,000 dollars for being the compensation chair. All the audit chair gets 20,000. So it's still five x, the audit chair. That is a massive increase. So when you look at the total payout everybody on the board gets roughly 300,000 ish dollars except for the board chair who got 481,000 dollars. It's Victor Richie Junior, who got four almost a half a million dollars simply for being the chair of the company. It's worth noting. But yeah, this guy's been on the board for 16 years too. Definitely a way to keep making bank quietly. Yeah, good point. All right, that's that's all I got. I'll throw you to you. What am I talking about? I am talking about Vanguard. I don't know if you saw the headline, the headline was Vanguard settles kids playing. It tried to kill the coal industry. Yeah. Um, we talked about this on our business pants. Our other podcasts would have been wonderful to kill the coal industry, but I want to give you before I get to that. I need to give you a reference timeline and this is not a complete timeline. It's I don't pretend it is, but in February of 2025, a ruling came down from the SEC. Guidance clarification, that basically said it, differentiated between 13 D filings and 13, G file filings. And effectively said anyone who was a passive holder even if they had more than 5% if they try to influence management. Anyway, they have to file as an activist, the 13d Filer and they said that includes recommending the issue. Or remove at staggered boards which to majority voting or condition their support of any director on some, some something that they want. So effectively, if you go into an engagement you say hey we want to see this or we're going to start voting against directors. You might be actually called an activist that was the clarification from the SEC. That was February 2025, August 2025, Texas, allows shareholder proposals but only for investors with 3% or more shares. September 2025, the sec's tries to force mandatory arbitration on in, on investors, companies can actually now adopt mandatory arbitration Provisions. Forcing investors out of lawsuits for. And this works. For IPOs in particular, October 2025 SEC chair. Paul Atkins suggested, there should be no shareholder proposals and then coincidentally, and November of 2025 the SEC decided that their they don't have the time to look at shareholder proposals. So, they actually wish. Yeah. There are actually said because of the, The Gaslight was because of the government shutdown. They're too busy to reply to know, action requests and offer blanket. Immunity to companies on no action request for the most guns over but yeah go ahead December 2020. Well that was standing the data actually shows that they are responding to know action requests at roughly the rate. They're coming in. Yeah particularly focused on John Chevette use. I like everyone else. December 2025 Trump issues his executive order, right? What the targets, proxy advisory Services. It basically threatens a whole host of things. We talked about it here, we talked about with analyt and Mike Levin on our crossover pod, but if investors collude if you know there's the, they're calling a frog. They're saying that. If you listen, if you buy proxy advice and do anything that looks like following the proxy advice, they can say you're in League with everybody else who bought proxy advice, right? Like, it's, it's a little nuts, and, but they said, the only way that you can avoid, this is to vote with management. If you vote against management, then they're going to think you might be colluding. Yeah, this is the Trump way, right? He just threatened, he threatens and and there's actually a term called taco Truck always chickens out. So it is actually a president that if you fight back against these threats, probably gonna win. So, you know, you don't have to listen to these threats. That is, that's correct. The I should I should say prior to all of this back in 2023. I believe. Texas passed a law. Just declaring that ESG, discriminates against fossil fuel? Using any is she data? Or these big ass managers were discriminating against fossil fuel. They create a blacklist And they put that song to action set of set of data points is discriminating know, there's none, they just picked the companies they said were discriminating and put them on a list. Well, that law in February 5th. So just a, you know, three weeks ago, that law was struck down by the courts, which leads us to yesterday's because the First Amendment right by the First Amendment correct. That's all you not to read very far in the Bill of Rights. You could just stop right there. You just had to go to the first one. You didn't have to go over. Yeah, it's wasn't that. Yeah, it's easy one. It's actually, it's easy, one paragraph. Yeah. It's not even, it's not even that many words. Then then there's the headline this week, Vanguard settles case claiming it tried to kill the coal industry, okay? And the key thing there is settled. Because they could have first of all, they could have used the Precedence from Texas. Second of all, they could have used the presidents of Taco. I think they could have fought back. They gave up. There's no way they would have lost if they had fought back. In fact because as the judge ruled in Texas this is purely First Amendment rights and investor can do you know the investment stewardship team is is capable of assessing all the data and making its own decisions. Let's be clear. Vanguard does not vote against management. When you look at the history of Vanguard voting, it almost it almost uniformly votes with management already. So to say to everybody else but you say they were discriminating against anybody is pretty bizarre. Well, this gets non-management. I mean, yeah, they're discriminate against everybody who isn't management. That's correct. But here are the terms of the settlement and I'm just gonna rip through these. The first term is they will offer a proxy, voting Choice, a pass through vote, that is vote, only with Management's recommendation. They have to offer that they have to make that available to 50% of their clients or more by 2027. That was already in the works and they already have that option so that was really nothing. the second one Vanguard will not Advocate to any portfolio company, that it takes any particular course or of conduct to reduce carbon emissions effectively, they're saying, They cannot talk to a company about reducing. Its emissions, they can't Advocate a position. They can't. They can't suggest it. They can't sneeze and say we're just permissions. They can't do anything. Like all those are all problems. Can they do? Blink blinking Morse code it the most code if they if the counterparty understands the most code. No. Okay. Good point. The third one is Vanguard will not nominate directors or submit shareholder proposals, which they never did. But the fact that Vanguard was willing to give up that right entirely, this is not capped, this is not, you will not nominate directors or submit shareholder, proposals at fossil fuel companies because we think you're discriminating against them. This is not anything like that. This is you will not. Yeah, period. So no nominations all this just so they can be invited to the the ballroom like Trump's Ballroom. This is it, this is all these utterly unclear what they're getting out of this because they all have to pay 29.5 million dollars as part of the settlement that I would understand, I don't understand like a check. It's this stuff that drives me crazy. But then it gets a little bit worse because Vanguard will also now allowed. They're no longer allowed to solicit or participate. In soliciting proxies meaning they can't file exempt, solicitations. They're not allowed to you know, publicly Advocate a position in any kind of way. They're not allowed to urge someone else, they're allowed, they're allowed to shut up. So if you talk to investment stewardship team at at Vanguard now, and you ask them which way you voting because your client, you want to know, they are, they may or may not be able to even tell you because I don't know if that advocating, if you're not a client, maybe they can't tell you at all. But here's where it starts to get really bizarre, Vanguard will not disposed or threaten to dispose of security as a condition or inducement of specific action or non-action by such companies. So they are not allowed to sell their security. They're not allowed to you, they bought a stock, they don't like the way to handcuffs. Yeah, they can't talk to management about how it's going, but they're not allowed to sell as an inducement. Meaning they can't go to the company and say, hey, we don't like the way things are going. We're going to sell the stock. Why not? Why just oil and in Coal, why not everything like cigarettes? Why do they do anything? That's an interesting point. This is not specific at all right, anywhere. Yes, so it's complete neutering, any company, which means, what is the point of being an owner, you basically have said you own the company. However, you are not allowed to talk to them, you're not allowed to ask them to do things, and you are not allowed to condition your ownership on their performance. You cannot now say at Vanguard, This director underperforms the market. This set of directors, this team underperforms the market. If you don't improve your performance, your stock performance, we will start voting out directors. This is this does not give you that Latitude the way this is worded, the settlement is you cannot threaten to dispose of your security. You cannot sell. Can't use that. Okay. Then there they part of the settlement is you have to withdraw from any organizations that Advocate reducing climate emissions, right? Like so their First Amendment right as an organization and this is what the Texas judge actually said. You can't tell a company that they can't participate in a group like if they wanted to join the investors for Hitler group. They can join it. That's up to the customer to decide whether or not they want to be a part of a company that is part of investors for Hitler. They are now not a lot to be part of any group that advocates for reducing a missions. Including they specify PRI Net, Zero Alliance series and climate action. 100 So now they're cool. They're not allowed to talk to directors about what they want, what they think, or make any threats to directors, they are not allowed to talk to other investors or organizations about what they think and what they want to join a group, not allowed to care about anything, really? And then there's the real kicker, which is Prior to the onset of any engagement meeting. They actually as part of this settlement, Have to read a disclaimer. Or provide a disclaimer to the company. They're engaging with that says quote vanguard's investment stewardship program is responsible for proxy voting and engagement on behalf of quantitative and index Equity portfolios. These funds are passive and as such are funds proxy voting policies are centered around corporate governance practices associated with long-term investment returns. So they're dictating actually what their policy is right there, right? Like the settlement is dictating that they're voting policies. Are long-term investment returns. Not that, that's wrong. But that's now dictated as part of a legal settlement so they can't decide tomorrow bring to it. Yeah, there are green to it. In fact, they're quantitative funds, probably aren't long-term, they're short term. But now when they sit down and talk to a company, they have to say this, this is what is in the settlement. Then they go on to say, before we begin this engagement, this is a quote, before we begin this engagement, we want to be clear that Vanguard advised funds have no intent to influence companies strategy. Or operations or the control of the company. Nothing we mention, or discussed during this conversation. or any engagement with the company is intended to imply that are support for any direct is conditioned upon the company, taking action on any matter discussed We are also not able to discuss any voting intentions prior to the meeting, so summarizing that underlying. And with, under God, that they put their hand to their hearts, like their hat off. It doesn't specify that. I wouldn't be surprised though. But anything that you say in a meeting during any, nothing we mentioned are discuss in this conversation or any conversation with the company. Is meant to imply that we are upset and might vote against a director. And any way we will, too, we can say, God, we really hate your stock performance. That's not, I'm not saying that because I I'm going to vote against you. I'm not saying that because I'm going to vote, you know, against the company. I'm not saying that I'm not allowed to sell the company. I I'm not allowed to talk to organization, the organization for improve shareholder returns. I am not part of them. Like Basically, they said, everything, we say is pointless in the meeting. Yeah, it's what they signed off on where were pointless. We're they sell neutered themselves and then they ended by saying we were all. So give all these Attorneys General. Documents in you know, communication documents non-privileged, documents creepy, part of it? I didn't understand. Yeah we're gonna give up all the documents of communications we had with anybody who you don't like why are they other like the red States like come like compiling a list of like people who were sympathetic to The Climate crisis or what are they doing? If they're definitely going to use it to find some reason to sue the threatening other than non-profits with small budgets out of the series right? Or should be ashamed of themselves. It's really shameful. And what's worse is the shareholder rights angle? Because the implications here are Vanguard according to our data Vanguard is the largest shareholder at roughly 1,050 of 3200 US. Public companies. One third of the US market Vanguard is the largest shareholder. That means one third of the US market. They have given up their shareholder rights. Entirely. They are not allowed to engage their not allowed to vote. They are not against management. They're not allowed to do many things at nearly a thousand of those companies. They own tent more than 10% of the shares at 50 of the companies, they own 15% or more of the shares. At all of these companies, they are, they will be scrutinized for every vote they make imagine a situation where Vanguard votes against a director because that director underperforms. Yeah, very simple. Just we looked at the TSR the company over the last seven years are of every company. That's directors ever sat on there in the bottom quartile everywhere. This person goes, we're going to vote against this director, imagine a situation in which aboard pays the CEO. The highest amount for the lowest the bottom quartile performance. Yeah. They will be. Yeah, go ahead. Vanguard will be scrutinized if they vote against a director. Despite the fact that they their own, 15% of the company, they can put whatever they want. I mean they're the owners what is the point of the vote and the ownership rights if you literally have handed them over to Red States in exchange for and and paid them 29 million dollars in exchange for something that was invalidated by the Texas Courts as illegal as against First Amendment rights So, consider the now, we have to consider effectively that 10% of us company votes are fully captured by management meaning. If you want to, if you have like a, you know, a supermajority standard for a company that requires a 75% of outstanding shares to vote, Not only do you have to meet the 75% of outstanding shares but even if you meet that, you actually need 55% of every remaining vote just to get over the fact that Vanguard is going to vote with management. No matter what you it's automatic. It's it's the exact size a handful of recapture plan. Yeah. For 1,000 us companies without having it to be Company by company. That's that's what this settlement does. So I almost wonder if because the Texas case was decided you said February 9th. Did you say February 5th? I almost wonder if this settlement negotiation has been going on for quite some time. And, and when, when the, when the, when the ruling came down in Texas, Vanguard was like, oh it's too late. I don't care. We just don't care like because they could have changed course. I mean, it must take a while to negotiate these settlements, right? I mean, I don't know the answer to that. Actually. I don't know if it's like a couple of days. I don't know if it's months. No, I'm sure it takes a while, but what I'm really super curious about, which will never know, because that's the state of this, these industries that we exist in. I would love to know what happened inside Vanguard on, February 3rd or whatever when that ruling in Texas, but I would love to know the discussions of like, well, what do we do now? We could change course, we can get out of this. Like, why why did they keep going with this? Well, this is pure speculation because I'm not inside of anger. But here is my, my immediate thought. What Vanguard said was not about the ruling at all. And when that ruling came down, they were in different to it, for a very specific reason, what they agreed to Everything they agreed to here. They thought these are already things that we do. Most of these settlements, there are some reporting requirements, or is there some things that you don't do? But the vast majority of the things that by the time you get to a settlement, you've already implemented. So what I'm saying is everything that Vanguard agreed to the likelihood that they were ever going to controvert. It was near zero before they agreed to it. It was already part of their process. They don't file shareholder, proposals, or nominate directors, they don't file exempts solicitations. They don't care about PRI or netzer pulled out of them, right? They've already out of all those part of this right? They don't already care about a lot of the stuff. They had no plans to sell the Securities there and index house for the most part. So they don't have plans to sell their security and they're perfectly content with their, with their passive ownership, their content to be passive owners. In fact, they don't plan to have many engagement meetings because everyone's moving to AI, proxy voting to begin with. We don't really need much of a stewardship team. They have already a small stewardship team, and they never vote against management. So, what's the difference? Well, just, we just agreed to not vote against management. When we already don't vote against Spanish, Well, I'll tell you what, who should be suing? This agreement in Vanguard whoever are the remaining shareholders because yes, if they're if they're admitting, if they're neutering themselves and saying that they're, they're full on and passive ownership, why should they have the right to affect the vote at all? Well, if you are a pension it's not because it's not passive if you're voting for management. It's that's not a passive move. It's still no decision. That's a decision. There's always an active decision is to seed your vote. The, if you are a pension fund, anywhere in the world and you have assets with Vanguard in an index fund of vanguards, right of any kind. Effectively, Vanguard has violated potentially, violated its fiduciary duty to you with this settlement because it is effectively said we are no longer going to do anything with our shareholder. Right now, the SEC, Brad Daly at the SEC. Had a speech where he suggested that your fiduciary duty might be not voting. Not voting might be in alignment with your fiduciary duty last, but better than, that's better than voting for management. But if any investor actually agrees with that, they're out of their minds, like then you might as well gamble. Why are you buying stocks? Because the only thing that separates a stock from buying a you know over under bet on the Eagles to go to the Super Bowl is your voting right? That's it. That's the thing that's separates you. So every I would expect actually they're they're going to be a number of pension driven lawsuits for any pension fund where Vanguard is a administrator and you have Assets in a in an index fund that Vanguard controls. I expect a slew of lawsuits saying this agreement. While it's fine for Texas, if you're in Texas, this violates my fiduciary obligations and my rights as an investor where I am. I would hope. Yeah. And this doesn't cover, oh, this only applies in Texas or only applies to oil and glass or only applies for this year. This is a blanket statement that they're making, that's pretty sweeping statement. Yeah, yeah, that's all I got. That's enough. That's the proxy countdown for the week of February, 23rd 2026, join us next week, when we jump back into the alternative democracy pool, what's left of it? I mean, forever, on the lookout for shareholders Shenanigans Dopey director's scandalous. You pay ratios and Wayward Band-Aid? Yeah.