Transcript
This is proxy countdown. Welcome to the Big Show for the week of February 2nd 2026. So alongside my tag team partner, Matt muscari I'm Damian roles on today's countdown. meta, gets Maggie or Jbl's executive chair resides with a Consulting agreement worth, 144 times more than the median worker. It's a good one. The ongoing consolidation of CEO power. Our first attendant vote rejection, and on the big boat. Matt looks at new SEC. Guidance, and some governance fine print. Start with our top stories. This is several weeks worth of stories. We've missed. We skipped a few shows, I looked at 128 filings at the about the 700 biggest companies in America. Here, the headlight lift here. The headlines, not only is it not a Light Lift but I sprayed sheeted, all. So, if you want the spreadsheet, call someone who cares here? The headlines Pay Pal. Stall HP, CEO. And they did this kind of internally by promoting their own chair, Enrique lores to CEO. So, so, PayPal's, chair was the HP CEO and they decided, oh, it's just making our CEO, that's replacing PayPal. CEO, Alex, Chris. And then HP was like, okay well well our we'll make our interim CEO someone from our board Bruce Broussard. So this is an ongoing trend of, of people, kind of, they're finding their succession planning right on their own boards. We're seeing more and more of this. Walt Disney. Parks man. Josh tomorrow has been promoted to CEO. Of former CEO, Bob Iger, will remain as a director and Senior adviser, until the end of 2026, they say, we'll see if that changes. Um, Dana Walden the, the the woman who was there were suggestions might be the first female CEO of Disney has been, kind of, kind of promoted to Chief creative officer. So the succession plan at Disney is final, Josh tomorrow, the new that side modded I think and just for anyone who forgets which I'm sure is everyone the the last disasterous CEO succession plan at Disney involved, promoting the head of parks that his name was Bob chapek 2 CEO. So, you know Disney no one more now for being a media company. I mean is it always has been really so they bypassed the media Guru Dino Walton and went back to Parks. So yeah but this time James Corman picked, so right, it's better in the data analysis, I made of all the 128, following all the new directors, all the old directors. Everyone coming and going, according to my calculations approximately 75% of the new appointments on boards are men. Is this surprise you? This seems like this is getting worse, right? This was the trend, it was, it was last year. It was actually more from 2021 until about 2023. It was more women than men and we started to see it. Take back over time and now we're at a pretty disparate ratio. It's just men getting at it. Meta platforms. This is an unusual and they they're former director. She was briefly director, Dena, Powell McCormick. She has been appointed Vice chair and president. She's best known. Having been the United States. Deputy National Security advisor for strategy for to Donald Trump. In fact, she's also married to a Republican senator. Dave McCormick was the former CEO of Bridgewater Associates, so she joined Mark Zuckerberg. She's getting a golden, hello of two million dollars in cash and 60 million dollars in equity. You know, I always struggle with this role. Vice chair, what is a vice chair? She, I don't think she's on the board. What does that even mean? What Vice chair, she's supposed to be the, the replacement for Sheryl Sandberg is that what this is is it's a Magna Sandberg, I guess she's not CEO, she's Vice chair. I who knows that's just. She's like, ah, she's like a mommy rolled and CEO, but she's always there because of her connections to the Trump Administration, but as a little sidebar it did find this kind of thinking about her golden hello package, 62 million dollars in total. I like this little tidbit I found she's all on the board of Robin Hood. I mean. I'm sorry, but she's a board of Robin Hood. A charitable organization. Which attempts? To alleviate problems, caused by poverty, of all things. I mean, this is just makes my head spin the, some of the other members of that port, at Robinhood Are Jeff bezos's, brother. Mark Bezos. DJ diesel, you know, that's the CEO of golden sacks. And a Meredith Larry Fink of BlackRock, you know, at all there's a bunch of more but I just thought that was cute. They're tempting to alleviate problems caused by poverty at jbeil. Mark Mondello was resigning his executive chair. They've signed him to a Consulting agreement that lasts until January 2028. He will provide advisory and strategic Services when requested. For a monthly consulting fee of approximately 146,000, dollars a month. Now, I did some of the calculations based on your typical Consulting agreement, that companies like this. The suggestion is, is that he'll be making approximately 15,000 dollars per hour, The meeting employee jabielle makes 12,000 dollars a year. So he's already, you know. Bigger than the meeting to play. In fact, his Consulting ratio, forget to see CEO pay ratio. His Consulting agreement pay ratio will be 144 to 1, I win requested when requested does he can? He hang a sign that says, be back later on his office window and avoid requests and still make the money? How does that work? How about this? How about you just made a crap ton of money with with our company? Congratulations. I hope you have a good retirement rest of your life but you know do know that we're gonna be calling you once in a while because you know because you made so much money here and you know, a lot and why wouldn't you give us information? I mean, you know, it's just so but we're not gonna pay you for that. It's just the right thing to do about that. I would call him every 14 minutes and finally this is the new thing that I see a lot of, I don't know how to quantify. Yeah, but I'm calling this the consolidation of CEO power the further consolidation of American CEO power. And this is a list of CEOs becoming chair and or former CEO sticking around to be executive chair. Genuine parts. CEO will stinkle, will become chair. Following the retirement of Paul Donny. Who US Bank. Corps, CEO become chair falling, the resignation of their chair, DTE Energy, CEO. David Slater appointed chair. Crane come Crane Company. The CEO was becoming CEO, that's Alejandro Alcala. And the former CEO remains as executive chair at Donaldson Company. The former CEO, Todd Carpenter remains as executive chair, and it and it amphenol their CEO is becoming chair. So we're just seeing this great. So former CEOs are staying is executive chairs and we're seeing a lot of independent shares resigning. And then the CEOs taking up that role of chair. So we're going to the office Direction opposite direction. Yeah, it's fascinating because there are there are there there's one cut off when we did the data about who gets voted out and why they get voted out. The number one reason why investors will vote out at will be because of attendance, right. But the only reason The when it comes to policies, I have I don't think I've ever read an investor policy. A proxy voting policy, whether it's from an asset owner, or an asset manager, that does not include the dissuasion of CEO chair roles. They don't always vote against it. But very clearly, this is on the mind of investors and it is a reversing Trend. It is a trend where we're growing the number of CEO chair roles, which just by the way, we've been asking for, yeah, by the way, I'm not cherry picking this data. I did, there were, I'm not leaving out the instances, where there's a new independent chair, you know, where we're CEO combined, CEO, chair rolls and split, or you know what I mean, like, or former CEO leaves the board? It's all worth it doesn't exist. Yeah. The number of times that a CEO becomes chair and that CEO is a woman is it's none. None, none time. Well, not just, it's almost it's incredibly rare when that ever happened at all. I can't think of one time I will do the data. But the reality is, if you have 75% of new, appointments are men board. Expansion is largely going to men when it happens and male, CEOs are largely giving themselves chair rolls. Again, it is abject reversal of the last, you know, 20% backwards on corporate governance. Yeah, there are no I'm not gonna highlight any proxy cage matches. Nothing really happening yet, I'm sure they'll come. I mean Warner Brothers is happening but it's it's a, it's a slow burn, but haven't we tiled? But they have, we talked about it and I don't think they've had, they announced the director slate, I don't know that their file actually, we know who they're putting up. Well, yeah, we'll get to that later come back. I'm sure. Yeah, let's go to our vote results table. So I only focused on Annual meetings where the market cap was over a billion dollars and believe it or not, we're getting going. There's actually 35 meetings at companies with a market cap over a billion dollars. You know, this is just to say that. We, you know, we thought nothing was going on last year, but you know, there's really just tumbleweeds those 35 meetings. There were nine, total Sheryl the proposals and four of them were Visa, okay? So there's just no Cheryl proposals. We had one Victory, a Jim MC Ritchie got a decline vote passed at zscaler 51%. Yes. We had a couple near misses and act by written consent at Jubilee. A special meeting rights, Micron Technology. Both the boat 40%. Yes, And then a Visa. the one that really stood out to me, is this is that the the anti-esg anti-walk anti-everything, the national legal and policy Center which Prides itself on being against everything normal Put up a share, the proposal asking for an independent chair. They're going for, they ask for an old-fashioned. Governance forward. I mean, you know, Texas is trying to like, basically, put you in jail, if you say the word DSG. And now the national legal policy Center is, what are they doing? I don't understand this, they but they only got 16% of the vote, so, but that's just a new one, because usually they put up stuff like this. Inclusion. Return on investment audit. That was put up at Intuit. And also at Visa, you know, they like to get into the the real political theater of like, you know, how does you want to hire a black person ruin the company? But I, this is a surprise you to go into old-fashioned governance. Independent chair, at Visa. Look, The the more surprising thing is what it tells you like independent chair is not a controversial. It's not anti-walk, it's not woke it's not very controversial. It's very squarely in governance land its traditional nelm Bob monks School of governance you know thinking what surprises me is that it only gets 16%. Yes. Because of the filer. It's almost like you investors, trust the filers more than they actually read the proposals, which was our Theory last year that the proponent, Trump's The Proposal where we are more willing to vote with Mick, Ritchie or trivedon. Because we have a long history with them of knowing what they do and trusting their analysis. And we don't have that history with national legal and policy Center. Such as not to say that we won't have that history of eventually but the reality is an independent chair is not controversial. I'm surprised that Visa it would get such a low vote considering that, you know, companies now through the no action process are excluding. All of these, right? Like these are the ones that are appearing. Here are the only chances for shareholders to make it known that. We want independent chairs that we want to act by written consent. That we want to declassify the boards. Because nothing's getting through, I mean Exxon just just fought an independent or excluded independent chair proposal so more interesting to me is who it's who's not getting the votes because they're so few votes going through. If you read this and you said oh this is just an charitable. They didn't mention you know, hating trans people or D transition might you know they don't. Um it's traditional and then I don't know why you got to read what's there. I don't know if I agree with you that that asking for independent shares a traditional thing because I still think it's it would be considered woke. You're you're you're you're asking the company. To basically like putting your foot into their into their capitalist world, right? You're you're telling them what's best just like you telling them like, get rid of Dei because diminishes your Roi, right? I mean, so I don't know if I completely agree with that. I'm, I am a little bit surprised that they're putting up something like that. I, I would think that to them, CEO was King, right? But anyway, let's move on. Hey, say on pay. Uh out of the 35 meetings, only nine had paid over. 10% is mostly like, you know, big wins. Only one over 20%, there was a weird vote at although maybe this is not even a real company. All these new made-up companies bit mine immersion Technologies, They voted no 25% on pay. Now this was a, there were only voting on this. It was a, it was a 275 million dollar PayPal package for their executive chair. That was a 275 over five years and that was the only thing they were voting on. So it was a weird, pay vote over there and 25% said, no. So look, I gotta what these new pay plans. Yeah. They're these molecular plans, not the CEO, but executive chair but also the the musky plans, right? The Elon Musk plans. They are increasingly even though they're astronomical, they're ridiculously astronomical. They are increasingly mirroring Sports athletes plants, aren't they? Yeah. Like a five-year 275 million dollar package. Sounds exactly like what you pay, you know, like Steph Curry in 2022. It started to get yearly close. Now, if only the analytics would actually catch up to who these directors are because somehow the market doesn't actually know how to Value the directors. A 20% 25%, no on a PayPal package that's 275 million over five years at bitmine immersion technology for the Executive chair like somebody didn't read the fine print, but eventually it seems like where we're going. And then, let's get to the direct vote. Again, I'll leave the bigger story for the end. There are only know. Let's start with the biggest story at Jubilee, back to Jubilee. John plant and tiger, tyagarajan Both were voted out. 84% know. And 70% know. Respectively. Do you want to guess why they're voted out? Oh, it's attendance, right? Like it's the only thing the tendons. So so we're still, we're still in that. We're still in that land. I don't, I don't know why. Again, like I don't know why that's an accepted. Barometer of performance and nothing else is in fact, I don't even know why that's the only objective criteria that they use, but it is somehow which suggests which suggests that if they were to start to adopt some free flow data, maybe they'd vote out more directors because they seem to like this data point. But, well, just to be clear what, this data point says, it says, they were in the room, that's all it says. That's the that's, it is very, very objective. You're either that the meeting or you're not at the meeting. So, give props where props are due. Now, if that is your criteria, that's not a high bar. Now the story is not complete yet because because of their dumb resignation Paul see we're still in limbo land so that the board has 90 days. I should say the nominating and governance committee. A gets to accept or reject the resignations they have 90 days. No decision has been made yet. I keep checking their files. That are those odds on kalshi whether or not they're going to step off. The should be. No, the great thing is that Tigers actually on that committee. So he's actually on the committee to decide. And they didn't actually use themself, they didn't even mention if he's gonna recuse himself because nobody cares. That's the problem. Well, um, won't be a big deal. Yeah, the other, the other people, the other two people on this board. One of them is the lead directors, Steve and Raymond, who's been on the board for he's been in the first 30 years. So, something tells me that he's probably not going to care about any of this. Moving on. Other than that, we only had 15 other directors that were even over 10%. In fact, only a couple were over, 20% Scott, darling from zscaler, but let's talk about the director of the week. And that is Robert V, Vitale. He got 26%, no vote at bell ring Brands and he got 17% no votes and Energizer holding so a double. Wow. And and here's why Uh, because and maybe this is the mistake of the of the companies and and and and, and my hat is off to the, to the investors who are actually reading these proxy statements because both of these companies actually mentioned their their over the overboarding policies. Here's the thing. Robert retul is a CEO at. I think it's called post called post. He's also the executive chair at exact bell ring, which is a subsidiary of post, or at least used to be. They split. He's also on the board of Energizer. I think this is just an overboarding thing, right? But both of the companies made the point of making an excuse for this in their proxy statement and maybe if they hadn't pointed it out and what a notice but they both were like this guy is fine, don't worry about him and that's what caused this foe again. So it's not just that ISS class. It's not enough of a vote to get Rid of them. But but I've made this point all along, I mean, if you're at 17% 26 percent, I mean this is basically a vote again. I mean, this is a so I don't know, but nothing will come of this. But I hats off the Robert vital for Having two of the highest votes in one period, that's all for the meetings. Not really much to say honestly. And the only other thing I'll add before I hand it off to you, is that I'm constantly tracking upcoming meetings companies with a market cap of above a billion dollars. We had a bunch this week, but only six next week that I could find. Including Rockwell Automation. Pts PTC J&J snack foods and I will say this that there are still no shirt or proposals report on none. Zero big zero, That's it. Uplifting, big vote. Matt mascara. Go ahead. All right, well, I'm just gonna keep this relatively brief. There's some big governance news in January that we hadn't quite talked about first is the the SEC effectively killing exempts solicitations. They were restricting. Now, the filing of exempt, solicitations to investors who have five million dollars worth of shares or more. And the other big news was actually part of a speech by someone at the SEC, Brian Daley who suggested that proxy voting might not actually be a fiduciary duty particularly for index funds and who maybe shouldn't vote at all. Was one of his suggestions and he did plug AI. As a solution for proxy voting. I did some back of the envelope calculations half of us in companies. Do not even have an investor with over five million dollars in shares. So those are small and micro-cap companies and which case No one can file an exempt solicitation at all. They, it was, it wouldn't even be possible because they wouldn't meet the base criteria and they didn't seem to account for that anywhere. But it does not seem clear that you could file. The 23% of us companies are totalitarian, meaning they're controlled or effectively controlled. So voting on them, or filing, exempt was stations, wouldn't even matter. It wouldn't make it different and the majority of owners. Obviously we know are Black Rock State Street, Vanguard. They have roughly 20 to 30% of every company in aggregate the number of exempts solicitations they've filed in the last 10 years is zero. so, 20 to 30% of every share. Never files, an exempts solicitation. We've taken together. What you end up with is roughly 25% of every company vote. Will be could be non-votes because the large players are largely index investors, and if they don't have to vote and pay stewardship teams, they unlikely to do it and that same percentage would actually, they're the ones who would have met a threshold to actually file an exempt solicitation at all exempt, solicitations. They actually help investors get information about shareholder proposals, which there aren't really any of and you anymore. You're tracking. The number is basically zero. We haven't seen the big companies yet, but we'll see. But the unintended consequence of this is, there are a number of companies that have bylaw Amendment thresholds that require you know, Emerson Electric for one has put up and I'm going to cover this in a minute over the last, like, seven years, they put up four or five times themselves declassifying the board, but it requires 85% of all outstanding shares to vote. Yeah, and it's not 85% of shares that vote. It's 85% of all outstanding, shares must vote. I can't believe how stupid that is. And then it and in order for it to even qualify. So if 20 to 30% of every company shares, do not vote anymore. Because Brian Daly suggests is not their fiduciary duty. Even if 15%, that means any bylaw amendment is all is literally impossible to pass investors. No longer have any control over the bylaws of the companies that they own. So there's no more exempts solicitations, no more by law, amendments and you pair that with the fact that engagement has been chilled and proxy advisor. Use is now considered collusive and investors are forced into mandatory arbitration and you affectively have one investor type who can actually do anything at any company and its activists Rich activists. That's it right? That's the only investor type speaking for. Not just minority shareholders but all shareholders any shareholder that's what we're left with and activists can't do that at, you know, just 10,000 global companies. There's 2500 in the US that are, you know, like on the small and upside and you've got 600 large cap. Here's not enough activists on Earth to cover all of them and there's not enough capital on Earth to make changes that all of them. So we are now in a deep chill. Of governance, and we are relying very, very heavily on activists. Yeah, because of get it done. It's not forget that a lot of these activists are just, they're there to self enriched. Anyway, it's not like they're trying to make, they're not all trying to make positive it's short-term. Yeah, it's short-term. Some of them are to their credit. Some of them are occasionally, but but it does mean that investors need to start thinking differently because the only vote left that they have is on directors. That's the only place. Let's do it. We covered on the on our business pants, our other podcasts, the UK investment Association. Put out a paper that basically said everyone focuses too much on the vote not enough on engagement when it comes to stewardship. But the vote is the only place we we have left to actually focus on now now is the time to focus entirely on the vote. All right, so that's the news Roundup and then I just I caught some Fine print in the last few agms. Do it that I thought was a little bit funny or a little curious. I love funny. Fine. Print. I don't know if it's funny. I mean, like it's funny like one person who's, you know me. Yeah. You first up Tyson Foods. Ooh Good Start. Just had their AGM. It's a, it's a dual class company. It's entirely controlled by the Tyson family. In fact, I think the entire Tyson family is on this board even even the ones who get arrested routinely does not seem to matter. There is a person on the board named Les ballads. Okay, I'm quoting from their from their filings, Les ballads, independent director, as of record date, December 8th 2025, he's considered independent, Les ballache, this is his his bio less balitch. 68 is a private investor with broad experience who served as Executive, Vice President, and general counsel of the company from 1999 to 2004. That was under John Tyson who's the current CEO and chair. He began assisting the company with legal matters in 1982. Wow, that was under John Tyson's daddy. Wow. The original Tyson. A bowel just served on multiple boards, the board believes Mr. Ballard significant financial and legal expertise, and service, and advice to boards and his long association with the company, qualify him to serve. I mean, really the company in the family. I mean, imagine how many golf trips, those Dave take in together, it's just important to say that this is a man who's been with this family since 1982 and they actually consider that a qualification for him to be on the board, his association with the company. In the same filing. Mr. Ballads was previously. Determined to be non-independent, due to his Service. As one of the trustees of the Donald J Tyson revocable, trust. Mr. Ballads stepped down as trustee effective November 13th, 2025, which the after which the board determined he qualifies as independent. That's their New York Stock Exchange rules to be fair to Tyson Foods. This is all true. I mean NASDAQ New York Stock. Exchange SEC. They let you get away with this stuff. It's not like their lying. They loved horses a loophole. I just I love to listen at which they literally say, because he's so close to the Tysons for so long. That's what qualifies to be on the board and then in the next breath, they say he's independent. Yeah, I just like that juxtaposition. That made me laugh, insane and definition of insanity his independence. Speaking of Tyson. Yeah, John R Tyson the one who has had some trouble with alcohol. 35 years old, he was the lawn more importantly, yeah, go ahead and the law was the CFO of the company. He's on the board, as a May 8th, 2020 5, they brought him back, they fired him, they fired him from CFO. And they brought him back as they know I didn't see this in the 8K, but I saw this in the proxy. Mr. John R Tyson appointed to the board on May 8th, 2025, and following his appointment to the board. He remains an employee of the company. Yeah, we actually did cover that but it was it was vague and we didn't know how to we. Yeah, we didn't know what that meant. So in the in the proxy, he has no title but it does include that he gets total summary comp of 846,000 dollars a year. What? We don't know. We have no idea what his role is. It's Tiffany, my guess is that according to the Tyson play me, that's the living wage. It takes to be a member of the Tyson family, right? Because, yeah, that's just you need cash, you know, you need, right? You need a lot of stuff so he's still there. He's still on the board, he's still making decisions for the Tysons. Next company I saw that's Emerson Electric. Yeah. I already mentioned the, the fact that they needed 85% of total voting power so in 2020 13, 20 20, 24, 20, 25 the board itself is put up. Articles of Incorporation, restated Articles of Incorporation, limiting the classified board. They need 85% of total voting power to actually hit. You'll be happy to know the result in 2025 90 8.3. 4% of investors are. Yeah, that's almost as much as like a director vote. They are in favor of declassifying this board. They love the idea. 98.34% But only 74% of the 5666. Showed up what he keep doing this, then I mean they know they're never gonna get to that threshold. What are they waiting for? They've never. So, in musk wanted to pass this pay package, he went out and advertised he, but they're they, they're never going to advertise for this. And I also noted the votes against are slightly less than the number of shares held by the Insiders. If we have any listeners that are smart as like, you know, like an end Lipton type. Tell can you reach out and tell me why can't they draft a law like a rule or a lot to circumvent this? Like what, why can't there be enough? You know, like in our, in our, in our American legal system, you know, precedence is enough right to to Define law. Why can't the president of this this high of an affirmative vote? After this many years, be enough to like affect The company's someone reach out and tell me, like why there's nothing that can be done about this because this is this is absurd, honestly, it's absurd. I mean, I think it's cute that you think in and listens to this show, I didn't say. And I said someone as smart as an Lipton. Yeah, that's all so cute. I have two more that I want to talk to you about. I love what she did this all the time. Franklyn resources. This one is fine. Print, that's fun with charts. I love charts. Okay. So in their proxy, they have a chart, they have a number of charts, all these proxies are full of charts in the first chart that I noticed was director, tenure. That director tenure chart shows, the average tenure is six years, okay? When you read the fine print in the chart, it says, average independent director tenure. So, those are not the Insiders, these are strictly the independent directors. Okay, at Franklin resources, they did that because the Franklin Resource Family, the founding family is on the board and the the chair and CEO has been there since like 1979, right? So that average would get way skewed. So they show you six year, average, for the independent directors. but, when you're talking about diversity, You, they needed to add in the niece of the founder or else, the women count looks bad. So, in the overall board diversity chart, they show 27%, female 3, Johnson's, and it includes Jennifer Johnson. They don't include her in tenure that you include her in diversity, right? That Landis. So I guess 10, you're supposed to be about independence. And so is diversity. Diversity supposed to be some like Brute Force, way of showing diversity of thought, you have people from different backgrounds, but in order to hit that cool looking threshold, of three women, they needed to add in someone, they discounted well in the 10 year. I hope we have listeners from, you know, the national legal policy Center or one of those anti. And I don't even know what they are. Anti-walk anti-American, they're anti-everything, right. I mean, anti-woman anti black people, anti-gay and I It's exhausting. I hope they're listening to this show. I hope someone tells them about this because it says here in Franklin resources. The you're pointing out this this, this, this this stat about demographics. It says that these three women, these three directors identify as female, that sounds pretty woke to me to identify record God. God determines, whether you're male or female. So, I actually legal policy Center. You should come hard at this company at the word identify come hard. I actually, really, honestly, what is the return on investment for identifying as female at Franklin resources? Come I come at them hard, a hyper. If you gonna come at anything, you come at this next chart. Next. So, chart pair, I got up truck because the and the skills Matrix, they they need you to know that they have ai expertise on the board. They've got it covered, they have a list of skills. They have two of 11 directors have ai listed as a skill so they've got AI even as debatable. I whether they actually Skilled in that or not but that because that's self I think. Again that's self identification. Identification of a skill, right? So yes totally self-identification and they don't give you like some do a matrix of with your name and then the skill that you have, right? Instead they do the BIOS and they put the skills in the Bio Section. So you actually have to read the fine print of the BIOS, to see who has what skill. And just in case you read that, because I did the two people with the AI skill are Gregory Johnson and Jennifer Johnson. The new family nephew of the family that has worked at this company for decades, the executive chair. And the chief executive officer of the company are the only ones with AI experience, their backgrounds have nothing to do with Texas. Nothing to do with computer programming. Nothing to do with AI full-time employment has been at these companies Finance. All they've done is financed their entire lives that's and they wrote artificial intelligence. I'm sorry but That's a lie. I mean that, that is like, man. It is does a bear. I know, it's a very small form of it but that's essentially it's manipulation you. It's like Market manipulation. If anyone is investing in companies and and looking at these skillsets and trying to make decisions based on, we're only going to invest in companies that have ai experience on the board. Blah, blah, blah. They're lying. I'm looking at Jennifer John's bio right now. I what? Anyway, the fact that they use Chachi PPT. Once does not quite qualify as AI experience skills or key application of the wrong about that attribute. If I'm wrong, show us, why? Tell us show us why you say, you think they have a experience if I'm wrong. And finally, I wanted to give you some fine print from an upcoming election. Apple February, 26th coming up big one, big election know we're allowing one shareholder proposal. I believe, from one of the anti-wolf groups, but I'm not talking about Cheryl's here. I'm talking about something that I saw. Here's what they wrote in 2024. We covered this on the show under the boards. Retirement policy directors. Generally may not stand for re-election after attaining age 75. In consideration of the transition of the role of Chief Financial Officer from Luca maestri to Kevin parekh, on January 1st, 2025 significant recent refreshment in board composition and the value of retaining directors, who have been who have developed deep inside in the company during their tenure, the board determined that it would be in the best interest of apple and its shareholders to ask Ron sugar, the chair of the audit committee to stand for re-election in 2025, although he previously attained the age of 75, so notice what they said, there we are asking Ron sugar to stick around because he knows the company, but mostly because our CFO was changing, he's the head of audit and we need some board guidance. Now, it is 2025 one year later. Yeah. Here is where they don't even bother gaslighting investors because investors don't read the fine print quote in the context of this year's annual meeting nominations the board determined that it would be in the best interest of apple and his shareholders to ask Art Levinson the chair of the board and Ron sugar, the chair of the audit committee to stand for re-election, and to wave. For each of them, it's guideline. Under which directors, generally may not stand for re-election after attaining, 90% of sending shares to vote to change that fake. But I aged 2024 2024, they try. They made an excuse. Yeah. For keeping raw sugar around in 2025. They didn't even bother. They just said, art Levinson, hit the age. We're not. Adding any new directors at all. Forget it. We're just just let him stand for No One Cares. Forget it. So investors, if you pay attention to the company's own guidelines, please let Apple know. It's not really don't bother. Just get rid of the guideline. Okay, say what is Apple doing? Why don't you get rid of the guidelines? Why bother having the guideline all? So, it's easy on your keyboard. I know you're probably, you're probably not using a Windows keyboard, but I'm gonna assume you are. Oh, shift five. It's it's a strike through it. Strikes through the text. Just do that and all your policies. Get rid of the stupid age limit. It works pretty good. It's pretty fast. Lighting stop. You don't have 10 that is because CFO, Luka makes me just left. That's fine. That's a flex. It's a funny. Can I get? Can I I done talking about Apple, even if I'm done? Talking about everything. Can I have to go back to Franklin resources? Because I just love this so much. I, I might allow Jennifer Johnson to have artificial intelligence. Skill look 20 years ago from May from 2020 from 2003 to 2005. She was the Chief Information officer of the company. I granted it was 20 years ago and I don't think they had the concept of our artificial in years ago but she was a Windows 2000. And she's also she's been involved with the operations and Technology of the company is Executive. Vice President, it's possible. I'll give her a pass. I'm gonna give you a passion for okay, but her brother Gregory the dope. He's a certified public accountant. He has nothing in his bio that would suggest. I mean, he's the chair of the San Francisco Giant, a baseball team is that count? Oh, he's he's related to a woman who won Ai and all. Is he have artificial intelligence skills has technology and cyber as part of his. What we like here? That's a lot. I'm sorry. The thing that really I love this. The thing that really gets me is is what they call it a key attribute. Yes. Do we understand what key and attribute? What are we doing here? Like he is something that's core fundamental. This is something they know deeply. He has nothing in his bio nothing. This is why the free float data has an entire knowledge database, we did that because what a great week knew that on any one of these skills matrices, they make stuff up if anything. Greg Johnson has plenty of Finance. Jennifer Johnson. You might say, she might have it, she might, you might say she has Tech. 20 years ago before chat GPT existed in Ai and large language models even were a thing, she's some kind of a genius and she's just stays up to date. Sure thing. Yeah, maybe Greg. Maybe. No. But we're talking about a key attribute in the Modern Age of AI. We're not talking about somebody who wants like you know I had to set up a server in Windows 2000. That's not what we're doing. So these skills made you see you really need like a standardized knowledge database which is why free flow Bill one. But these are really serious and they don't even care about lying directly to your face. That's all I got. They're funny though. That's the proxy time for the week of February, 2nd. 2026. Join us. Maybe next week, maybe in two weeks, we're getting, we're getting there, we're getting close here. We're getting close. When we jump back into the alternative democracy pool for everyone to look out for shareholder Shenanigans. Dopey director. I mean, Dopey directors, I mean, perfect case of adobe. Director is one who lies about why would you lie about that anyway attribute? Why would you describe your key attributes? What would they be? I mean, I might lie about like, saying like yeah, I ran a marathon once. Yeah, sure. But you're gonna, you gonna tell you, you're gonna put in a filing with the SEC that you're an expert in artificial intelligence? That seems like that's a big fat lie. I mean, I mean that's like you went running, like around the streets in your neighborhood to like lose five pounds. And you did it for a week and then quit, and you write down one of my key attributes is running marathon Marathon racing. It's unbelievable forever in the lookout for Cheryl Sheen's. Don't be direct your scandalous. Yo, payers and Wayward Band-Aids. Let's get out of here.