Paramount’s dual class board is a warning sign for merger, plus CEO retention bonanza

This is proxy countdown. Welcome to the Big Show for the week of January 12th 2026. Alongside my tag team partner, Matt moscati, I'm Damien rawlas on today's countdown more CEO pay for underperformance, David zaslav Limitless, plot of options, shares, and equity, and everything, and almost completely neutered, shareholder proposal social scene. Our first director Novo for 2026, and on the big vote Matt's early 2026 seasons, start with our top stories. Let's actually start with all the dumb pay. Aka's that I stumbled on first a Christmas week pay dump. A crowd strike. CEO. George Kurtz is getting a equity award, the target value of 140 million dollars worth up to $200. But still worth 70 million dollars even if the company is at the 25th percentile of TSR compared to its peers. So that's kind of The New Normal, right? This is the same company crowdstrike that had like a massive glitch that basically grounded airplanes, same CEO, same founder. Probably worth it to perform in the bottom 25th percentile and get 70 million. Warner Brothers, discovered David Zazzle. This is just nuts, CEO. David says love, this is a company that's about to be bought, right merged. So in June, he somehow got a new employment agreement even though the company is about to go away or about to be eaten by Netflix. And on June 12th, he got 21 million stock options with an exercise price of about 10 dollars worth theoretically about 400 million dollars. Flash forward to a few weeks ago, January 2nd. He was granted three more three, three million, more stock options. They calling these follow on stock options with an exercise price of about 28 dollars. Those are worth about, you know, approximately 40 million dollars And because to address the higher exercise price of these options compared to the initial Grant, they gave him another 2 million restricted stock units, worth of 56 million dollars. So, I so the share price went up 18 dollars, which means that his original batch of 21 million stock options. We're gonna be theoretically worth a crap ton of money and to make up for the fact that the new batch of options is priced higher. They gave him a bunch of other. I mean, this is just, what is this? This is, this is nothing. This is not a plan. This is this is like, kids playing with marbles and Eminem's and eating Kit. Kats what is this? This is not only do I think crap, ton is in official number, but I do think, never seen so many of you does the board. Now, need to issue a we're. Sorry, we'll never do this again, but I don't really do after all you do that media, though. That's not what they that's standard practice, after you give a giant weird retention award for nothing. Stupid. I mean, that's just outrageous. I hope all investors are paying attention to these To say on this year. Berkshire Hathaway, Warren Buffett has stepped down. Although he's tricked me from wrong, he's still the executive chair, as he gone. Is he still, is he still the chair? I I think he's stepping down entirely actually. Yeah, I think know. Well, you have to look that up. I think well, still the chair. I'm not totally sure. So CEO. Greg Abel is taking over. This is like the 400 year succession plan that we've known about forever and Warren Buffett used to get this. Very foxy salary amount of 100,000 dollars a year. I believe about 100,000 dollars Greg Abel suddenly has his salary increase to 25 million dollars. So he's sort of Leaping beyond the Status quo of what is usually a big salary of a million dollars, and she just going all the way up to 25 million. That's seems actually in his defense, that seems pretty average. Now, as 25 million dollars are aeon, we've seen a lot of this recently, Gregory case CEO. He has his contract extended or whatever that, whatever that means. And they're giving him. A performance shares worth between 50 and 100 million dollars increase in salary. Now, these performance shares. Is the target value is 50 million dollars. And if a TSR is negative, right? So if he's if he's underperforming, they're going to cap that award at 100% of Target. Which they use, right. So not even 25% of Target like a crowdstrike which still would have given him 70 million dollars. But they're saying look if he underperforms we're gonna cap the award right at 100% so he can't which I guess is our they want us to interpret as he's being punished and he won't be able to get 200% of the award. But I read this, it's just lunacy. The is there a floor or do they just say is negative? What percent down just as he can't make more than that. It's all okay sure. And then finally a Duo and go. I wanted to point out the CFO higher. She's getting a golden. Hello package worth 14 million dollars. I don't really know why she needs to call worth that much, but that's not the point. I just wanted to point out that We're seeing a lot of this recently straight from board. To c-suite. So Jillian. Monson was the audit committee chair Duolingo been on the board since 2019. She jumping right into the c-suite? You've seen a lot of this, which the only thing I can extrapolate from this is that these board members really are not super independent, they're they're ready to jump in, they're ready to act as Executives, they're, they're basically inside hires I don't. If was anybody confused that they were I think that they have made this song and dance at these people were independent right from management so the same thing just happened at at Paramount actually, which I'll talk about later. Oh, let's move over to some. I don't know if there's an increase in this, but I'm definitely like, it feels like an increase. So let's, let's continue to collect the data and see what happens with this. But There is just a lot of former seat, your CEO's sticking around becoming executive chairs. Some high-profile people. I idexx Laboratories CEO and chair Johnathan, Mazel skiing down and we'll transition to the role of executive chair. The new CEO, Michael Erickson, he will join the board. And the current chair. Lawrence Kingsley will be demoted to independently director. I don't know why the pharmacy Arrow needs to stick around. I don't know why. Lawrence Kingsley can't be the chair. What, why can't the former CEO transition to be a board member? What is the what why why are we giving the former CEO? Why we let him be executive chair? I don't know A Toll Brothers, same thing. Carl Mysteries and you see, oh, is gonna join the board Douglas yearly Junior. Is going to stick around his executive chair and get about seven million dollars in PEI. Caterpillar, same thing. Oh no, caterpillar bit different but still, we're, we're consolidating the power at all. These companies, CEO, and current executive chair. James, Uncle B is resigning. So I'm sorry, former CEO, so the former CEO and current executive chairs, upping down. The new CEO is becoming the chair. So and then these weird thing where they amended the bylaws to change the name from presiding directly to lead independent director, why do you think they did that? Why, why? I think it's necessary amend. The bylaws to change the name. Of elite of the presiding director to the leading dependent director. I don't understand that one. I did that just seems like they want to they want to be like everybody else, right? I guess has the presiding director or whatever. Nobody even knows what that means. Again, it's 2026. I don't know what what, what could, what was the harm and having an additional level of independent oversight of your company? I think they should have renamed it to Regal director, not lead. Same thing egg. Chairman CEO, Peter's, afino intends to transition to Executive chair, as he as he steps on a CEO. And as executive chair. He's still gonna get a Target pay of about 15 million dollars, which is only a little bit less than the target. Pay. The new CEO 18 million dollars. And I wanted to point out energy energy, is that really the company energy? Is it really and energy, terrible. They actually did something, right? Their new CEO was Robert Gadot. He's replacing Lawrence Cobin. Lawrence Cobin is actually resigning. And the new CEO, Robert Cadet. Will join the board but won't be chair. In fact, they're promoting director, Antonio Carrillo to be chair. So wow, here's a company where the new seat is not the chair. So congratulations. At Oracle, there are two old directors are finally being booted, George conrady, and Naomi's, Seligman 86 and 87 years old. I don't know why Larry Ellison decided to kick them out. Suddenly, I mean, couldn't they be that Oracle's full of like, cos like there's a coast CEOs, Cole, Vice chairs. There's a lot of codes. Why couldn't they be like, really cold? He's on the board. I don't know why, suddenly they're gone. And finally, I wanted to point out. Something I've never really seen before. Correct me. If I'm, if you've seen me this, if you've seen this Suey group Holdings. CFO. Jason Joseph Karachi, the second. Thank god. He's a he's a second because we need to keep that Legacy going is resigning from the board. I don't know why the cfo's on the board in the first place. You don't see that America very often and he's resigning from the board. But staying as bored Observer. What the hell? What the hell? What the hell is a board Observer? Why Ford Observer is That nobody. Have shops, isn't it? The thing, what are we doing? Its Board of Meredith's. The person who sits in the back who they just don't want to leave for whatever reason. So I guess all that really means is that he won't have a vote, but it's not like he's muzzled. I mean he gets to speak and sway the vote, right? I'm sure. Is he muzzled? Bored Observer as a stupid thing I've ever heard. All right, let's move. They give him binoculars and they tell him go. Let's go to our proxy cage matches. There's two initial fun, kind of proxy. Contests first, that Paramount? You're gonna cover Paramount, so I'm not really gonna get a little bit. Yeah, I'll cover a little bit. So Paramount is firing back there. Mad about Netflix. Warner Brothers, really wants Netflix to take it over. Can you blame them? I mean, Netflix is basically synonymous just like Kleenex with facial tissue. Netflix is TV now, right? So I would think you'd want the company that basically is TV to buy you, but that's a you know, forget that point Paramount inspiring back saying that they are going to launch a proxy contest, they have an announced, they're they want to nominate a new slate of directors. Will vote to kill the Netflix merger and accept Paramount's hostile takeover instead, you know, since pretty, uh, self-involved there pretty egotistical, but they haven't announced who that slate of directors might be and it will lemon. We talked about this earlier and previous episodes. A Founder. Chip Wilson who never seems to go away. Yeah. Mr. Controversies their chip Wilson Mr. Misogynist He is launching a proxy fight. He's not happy. So CEO. Calvin McDonald stepping down. He's due to step down this month. Maybe he already did step down. Chip Wilson is accusing the board of a total failure of oversight. Total. Total which, which suggests it's only in these times of proxy contest which suggests that it is important that the a, that the board provided oversight and be that who, who sit on your board must be important? There must be a way of quantifying this of measuring this, right? I wish chip would reveal how he knows that. It's a total failure of oversight like to see his metrics. He has named three candidates to the board that he intends to nominate Marc Maurer. former co-ceo of on holding Laura gentle, Former Chief marketing marketing officer of ESPN. And Eric hirschberg, former CEO of Activision publishing. Chip Wilson is all going to submit a proposal to declassify the board. So once again, You know, governance is important when activist investors show up, right? So wait, he was the founder. Yeah. Of the company. That. Founded, the classified board. So now that he doesn't like with the company is doing because it because it because as an investor and shareholder, it gives him limited control. Now, he's really upset about the classified bored and wants to declassify it. He doesn't see any irony in that. Yeah. Oh, he might but he's gonna do it anyway. Those are our proxy cage matches. Let's go over our first vote results, table of the New Year 2026. Now, I looked at 53 meetings. Now for the, for the top news stories, I focus on the biggest companies by market cap. It's usually we call them What? Leagues, one and two. Is that what we call them? Yes. Yeah. It's roughly the call At The Fortune. 600 roughly right. The three and four three three and four. It's really what. Yes. Like this 600 biggest companies in the US roughly. Yeah, for the for the vote results table. I actually looked at everything I could find not just big caps so I looked at 53 meetings as of Tuesday, so actually missed the one from Z scale or which I'll mention at the end but That was yesterday that vote came out, so I haven't covered that one. Yet 53 meetings. 47 of them, the average for average. Yes, for directors as well over. 90%. In fact, 22. This is nearly half. 22 of 53 meetings. At least 99% average. Yes. Wow. That's a lot of. Yes, we had six companies. Hiding a 99.9%. Yes. In fact we had three A company's hitting 99.99% and two nocera and GD. Culture group hitting 99.999%? Yes. So, there you go. Again, I'd like to see the measurement. I like to see why I would just love to see. If people think it's controlled, are they all controlled? They're all controlled, right? I, yes, the assumption, but, okay, I don't care. We're still covering the alternative democracy here. That's that's what's important saying, 99.999%. I mean, how many nines do you have? I wanted to point out creative before I move on, I wanted to point out creative realities. That's a company with a six-member board. Average 98%. Yes here, the first names of the six-member board. Dave Tom Dan Dick and Steve. They didn't have they didn't even double up on one of the names. That's actually just disappointing. Dave, Thomas Dickson very little going on. Sam pay. There were eight out of 53 that were over 10%. No it's not a lot. The biggest one was Lifeway Foods with 47% against but that I look at the pay had really nothing to do with pay. I think there's just a A little bit of a proxy contest going on there. There's, you know, there's they're using that as a kind of a tool For their anger. So, really nothing to say to say on pay out of 53 recorded meetings. We had a total, a grand total drum roll, drum roll, please. Of two. Cheryl proposals, two two and again not including one zscaler yesterday, two one at Cisco Systems. A report assessing how Cisco's inclusion programs, provide positive Financial value to stockholders. That got arousing, 1% of the vote. Wow, yes. So we're getting rid of Dei. So, why were, why are they want to know why? What are they actually want to see the metrics behind getting rid of Dei? Why? Why prove anything, right? And then at Lifeway Foods, which I already mentioned, there's a struggle going on there. There was a proposal to form a committee. To conduct reviews of the company's management, the company's strategic plan and the companies strategic Alternatives. I like this, I I like having a committee to conduct reviews of the company's management. That's a new one, why not? I thought the governance committee or the nominating committee was supposed to do that. That's that's that committee, right? But that one fails, but it did get 29% of the vote. That's not, that's pretty high. Our first no direct or Vote, or the year, or the only one that I tracked at those 53 meetings, and really the only one that was close. Was. A man named Myles Jennings. A company called Nixie. And I X X Y. He got an 89%. No. Wow. And it worked. He is resigning. He already resigned. He resigned on January 1st. Of course it said his resignation is not the result of any disagreement with the company or any matter relating to the companies operations policies or practices. I find that hard to believe. It does seem like it was a disagreement between the people who owned the company. People own the company him, right? Like that does seem right. I did my best. We have some good listeners actually who bail us out of this who have inside information. Usually tell us why this happened. I couldn't figure it out in the bio. It says, He served in various executive capacities with the company. He was the founder. He was the CEO is the CEO. So, I don't know. I maybe they're just, I don't know who's sick of. I don't know. I honestly, like, that's a really high vote against Especially for the CEO and founder. I couldn't find any like negative stories. There was nothing about attendance. So if anyone knows tell us this is, I'd love to know what's going on. This is a resounding, this is a resounding. We hate you vote. And then finally, I just wanted to point out. We, I like to highlight celebrity directors. And Domico and Dominican sue. My saying that right Dominican Sue. He was a giant. I remember him. He was a giant football player. I think for the Lions, I don't know, doesn't matter. He was in the Lions and he got used to get. Oh, I remember him for this reason. He used to get a lot of a lot of problems with the league including suspension, because I think he stepped on a quarterback's head once He was an angry dude. I think he stomped on someone's head one. He stomped. He kicked. Someone's, I think he stopped and someone's arm. He stopped two people's arms and 2011 and 2014. And then he kicks someone in the head at some point. Yeah, one of the head. So he was he was known for using excessive force over and over and over again. And I remember at the time blaming they blaming a lot of that rage on on steroids. But anyway Not only is he a director at a company called Sizzle Brands? No, no. I'm sorry. He is a director at FG Nexus. He's also a director of Sizzle Brands which I think is a Canadian company. But we talk about all the time how you know the one of the reasons why so many women are database. Don't have high influence numbers that they don't have any leadership not even on committees. This guy sue the the former football player he's actually on the nominating and corporate governance committee. About that. He's on the nominating committee, good for him, right? So he's overseeing who gets elected to this board. Yeah, so this is FG Nexus. And if you want to know, FG Nexus does. I'm going to read you a quote and and you can drop me a note if you if you can interpret this because I have no idea what this means. We are building the leading Capital Market vehicle dedicated to accumulation and on chain yield generation for the next decade of a theory of. This is a theory of microstrategy moment, but with staking yield programmable money, and rwa, tokenization, I don't know what's happening, Matt. I don't know that FG next to us. I don't know what we're doing. I don't know what we're wasting our time with this seemed like they were a real problems in the world. And yet, you know, I don't either a football players on board so with yield generator, I don't know toughening, I don't know. Anyway, that's, that's my report. Look, someone's gotta be dedicated to Athena sure on chain yield generation. Someone has to do that. So, tracking companies, for next week, we're still not quite there yet. This Park season really hasn't become. But, you know, I looked at there's seven that I A bookmarked seven companies over a billion dollar market cap with meetings next week. So we're getting there, right? It's coming, it's coming, this season is coming. What do you got? All right. So I got some updates on Paramount Warner, Brothers, Netflix, and a little couple updates on no action. The sec's new know, actually. So in terms of Paramount so just, yeah, I think yesterday or maybe two days ago, David Ellison, it's pointless to talk about it as Paramount, it's just David Ellison and Larry is Ellison, family start with Larry Ellison, it is Larry and Nepal baby. So he tells me David could not have afforded this and would not have been actually. It says, in the documents, he cannot afford it. Now, Larry has personally, staked 40 billion dollars himself for this purchase but David filed, lawsuit, to block the deal between Warner Brothers and Netflix and they asked for it to be have an expedited tracks through the courts that the that has actually that decision came down. I think today. A and he lost and they won't expedite it. Oh wait, what? Okay, they won't expedite the case. I think I think literally like two hours ago I think. Oh wow. But the what's the point of donating to Trump's Ballroom then Well, because Trump hasn't gotten rid of every Delaware judge yet. So uh, but they have escalated the fight and they are going to nominate their own directors, which got me curious about who's on Paramount's board to begin with, because if you're launching a proxy fight who you choose to be on the, you know, the board is actually going to be an important distinction, right? Like that you're going to go through and you gotta say. Warner Brothers board is insufficient and we Paramount, we can, we can we can give you a better board and really assess. The Netflix Paramount is cute. It's a troll. Your story is cute map. But I would assume that is this is really just about control, right? It's about controlling the vote, right? You putting on? Yes, Men. All you're trying to do is get people who are proved the power amount on to the board and it's this is a shortcut to getting that deal done and rejecting. Netflix is really what it comes down. Good luck finding people who wouldn't Want Netflix to take over. Go ahead. Well, here is the governance lunacy at Paramount because I wanted to know like, okay, who's picking, and how is it going to get picked Ellison, bought Paramount, just last year, they closed at the, you know, in the towards the end of last year, using Daddy's money using Larry Ellison's money, the governance structure that was left over was a dual class company Shari Redstone controlled the company to begin with, so it stays a controlled company. The thing I don't quite understand is the Legacy holdover governance? Lunacy. That is it just bear with me? A director at Paramount, is elected per usual. There is a shareholder vote. It is a controlled company. Meaning Allison basically controls the vote, but it does go to my minority shareholders, they get a vote everyone picks. Those directors, Ellison's always wins. So that's like every other dual class company. However, In this case, Allison also gets what's called a low vote director. And an Ellison designee director. A low vote director, our directors that are hand-picked by Ellison himself as the controlling shareholder as long as he owns over 50%. He gets a certain amount if he loans less than 50%, he gets less of them but he hand picks them. No matter what and they are automatically on the board. Can you call? Can you put some numbers behind this? Like how big is the board? And how many, how many directors you talk about? So the well, so the board right now is it stands is. I'll pull it back up because I don't have it in front of me. It's it. I think it's 10 people. It's it's a regular sized board. It's 10 person board, so he already controls the vote. No. He already controls the vote. So he so what he's saying is that the people that he already approved are doing something, he doesn't want. So he he's gonna add some more directors. Is that it It. So the depending on how much of a stake, he continues to own. Yeah he gets to pick a certain number of the directors himself and but and have the controlling vote on the rest of the director and have the controlling vote on the rest of the board. This is the lunacy the but some of the directors that he picks are designated low vote directors. I don't know. That means they're picked. These directors are picked by Ellison. They automatically get a boy a board position. Yeah. And they don't even need the Sham vote to go to directors. But they have the same but they're, but they have the same power in the boardroom as everybody else incorrect. So then there's the Ellison designee directors. Oh my God, that are hands picked by Elvis, and it sounds like, super delegates and Democratic party. Yeah, go ahead. Not only the hand picked by elephant, but they, they have dual class board votes. Wow, I've never in the boardroom and I've never heard of this really stupid in the boardroom. If they vote for a merger of four, something their vote counts. Here's the quote. I'll just I'll just read it because I it's hard to do this math. Each Ellison designee, which shall not include any low vote designees. It's just the elephant designs, shall I? Each have a number of votes on any matter presented to the board or any committees thereof. Equal to one more, the total number of directors of the whole board committee. So what are we? Why are we voting? Wow, this is crazy. This is like an episode of Survivor like they found some kind of a special power to have like double post or something. It's like not only does Ellison, pick everyone on the board because he controls the company he actually is controlling inside the boardroom. Some people who get one vote per, you know, person who we just hand-picked, you doesn't go to a sham vote. He's also picking someone who has all the votes on the board and can just override it. In fact, the only reason why I bring this up is because they filed an 8K. Yes, yesterday. Where the prior Ellison designee. Dennis Cinelli was just named CFO of the company. He was the Ellison designee. He's staying on the board, but because he's now the CFO of the company, they had to rename the elephant designated to Andy Campion, who is X Nike. He's on the Starbucks and William snowball boards. And he's now the new Ellison designee, he has all the votes on the board of Paramount. Inside the boardroom. Not only are they all hand-picked, but they all just have to listen to whatever Andy says. Now, you're crazy. It's the most. I've never heard of anything like this. And now we have, they're having a temper tantrum because they don't agree with the direction of the existence of the, I guess, the Legacy Redstone board members. Right. So if you that I think I believe that's what what the reasoning might be here. But if you are an owner of Warner Brothers, Discovery and you are curious, not beyond beyond getting the payout for your company. You are curious what the value of your shares, or what your role is, as an owner of the company will be going forward. On Paramount. You get nothing. If you value governance at all, even a little bit because everyone's looking purely at the value of HBO and streaming versus linear television. And that's how the that's like how the valuation of the, you know, Warner Brothers just happened and Netflix valued it at x minus the linear and, you know, Ellison, Larry wants it at why with the linear and whatever. The distinguishing feature between these companies are massive governance holes, it's not just a dual-class company. It's a dual class board inside a dual class company that you will get as a Warner Bros owner, you get nothing, you get that payout and you're out. There's no other thing that you get you lose all your rights and now Paramount wants to slay the board. At Netflix or at Warner Brothers to approve this deal. Who are they going to pick? They're going to pick the Ellison designee. They're going to pick the low vote directors. What? It's bananas. How about the arrogance? In general, you take over this, this, this, this media is Media company that has been part of, you know, American Film Studio forever. A year ago. You put your son in charge who who is, you know, who yes. Who did run a production. Company. But it was a company that he founded when he was 23 years old because he had his father's money. So it didn't actually learn the ropes anywhere. He kind of just made it up with because, you know, it's kind of hard to fail when you have a lot of money, adding you and, and within a year, has the arrogance to not only decide the future of Paramount. But that tell Warner Brothers, which another, you know, part of the history of the of film and America telling them what's best, what offered they should accept. I mean, this is just, I mean, the ego on this, we've talked about this in the past but there's nothing quite like the governance of media companies and and just the hoopla around them just like just like a movie or TV show that the ego is that are attracted. We talked to love about this with Nelson. Pelts getting involved with Disney like like what are you doing? Why you in your Ego, like it's always these media companies. It's always these egotistical type, it's it's really something it's really, really something. So that's the that's what's going on at Paramount, all right, what else is nuts? And the last thing I want to end on is some no action up guys. This seems like one of the gonna be one of the bigger stories of the year. No actions. So what the biggest story is is actually the transparency that the SEC is offering, okay? No action because I don't have a baseline yet. Like I don't know how often, you know certain shareholder proponents have been filing. Proposals that get rejected or get no no action letters or whatever. Is that is that information on line from like last year? No, it's not online anywhere. Prior years is new for the SEC to show you the no actually letters. But what's interesting about for all of the talk, remember the SEC has decided to not respond with at all to request to emit a shareholder proposal? They they said they were too busy because of the government shutdown, that's real. That's one of the things that they Said, despite the fact that the SEC chair said prior to that, that he didn't think they should exist. That, that is nothing to do those. Two things have nothing to do with each other, but the cloud cover has been government shutdown. For all the talk about being too busy, thanks to the government shutdown, the SEC out of 103, proposals that have been excluded that they have on their website, 70 of them, they responded to. So I guess they're not too busy to respond with the full letter. That says no action. You know, we will take no action because the government knows the military is contracted recently with Elon musk's AI company. So maybe they're just using a maybe grock is writing these responses, right? So one of the things that I've started collecting, I've collected information on the proponents, you know, whether it was excluded, whether it was withdrawn, whether they got a letter or not, and I started, I have to go back some and do it, do it again because I didn't at the beginning started collecting the law firms, because this is really is the full Opportunity Act for a law firms, right? Like many of the law. Firms of the same, like, Gibson done keeps picking, you know, kicking around and It's the same lawyer, who often signs, it who are doing, you know, big reams of work saying, this is why you should exclude it and sending it to the SEC like they're supposed to in the SEC. Does not respond and it gets omitted right? Like so the lawyers are still getting paid for nothing, right? Like there's but they still have to file this work. So they didn't actually save any money because you still have to pay the law firms to do that. The SEC is just not doing anything about it of the 103. Proposals. 52, were John, Chavez 52 of the people. We don't, we don't Okay? So, I don't know how many submitted total 1003 proposals or the on their website submitted total, the no actions. They've seeking no action 103 times. I got it. Got it. Okay, that they've got it 52 where John Chevette in proposals, right? I don't know how many he normally puts up and how many times there is no action. Like, that's where I don't have a baseline. Shout out to Gina over responsible investor. I think she used to track some reach out to her. I think she used to track, maybe she can share, maybe she has some of this information from past years. It looks like 45 of the 52 actually got SEC responses. Meaning out of 70 SEC responses. Almost 65% of them are responses to Chevette in. Right, like so. So even though he's half of the no action requests, he's more than half of the responses because they're easy responses because they could just copy and paste, they're all the same response, the same response is proponent. We are aware that proponent, you know, filed proposal. We will seek no action, right? Like, it's that there's no philosophical philosophical tree, still they, there's nothing. Oh, all of the requests that he's been making are basic governance request Declassified by the majority vote, special meetings, CEO chair split and even two that were directed resignation after. They voted out like saying your director should resign because they got voted out that's that's one that's two of it. He's a very basic governance requests. Yeah so clearly what we're seeing actually clearly here Is the antiche SEC sentiment is strong and it isn't woke or anti-woke that the SEC was trying to stop. It isn't about cost because the lawyers are still all getting paid. Everybody's doing all the same stuff it is purely shareholder rights. Yeah that's it. Except they might tell you that. They think that Sheffield in is woke to suggest that a CEO and chair split or something, right? You don't know how they mean, possibly accept that when you look at the data any government. This is what 87% of Kevin and proposals got a response and all were excluded, the SEC only responded to 29% of the next highest, which was the national Center for Public Policy research, right? So they're not even bothering to respond to the and was she they don't respond at all, they don't care that. Okay. Forgive me for, for not understanding one part of this, so they to respond means that they They excluded The Proposal. What does that respond? The proposals are excluded either way as soon as you send in the letter as a company, the SEC has said for this proxy season that they are going to not respond to, like a no response from the SEC means. You're fine omitted anyway. But the SEC is still taking time to respond to some of the requests for now, with a boilerplate responds with a boilerplate letter and you're suggesting that the majority of going to responding to evidence but they're not going to other proponents. Exactly. They are going to shove it at 87% rate. When the next highest is a 29%, raise it. And CPA and all their really saying is they're not weighing in on the philosophers, they're just saying like we received your manuscript. We're not accepting new novels at the whatever at this time. Like, exactly. So literally it's the difference between I applied for the job and got ghosted but I still have the job or I applied for the job and they took the time. Oh, okay, boiler. Plate. That says sorry, so maybe no job. Maybe they're actually prove it and maybe they're actually, they're being polite. It's look, you can read it that way. The way I read this is that that's the only guy that they're polite to everyone else. They're not. It's a Funny Story season. Clearly feels like the SEC is not attacking woke or anti-woke proponent. It is not a master restricting, shareholder, right? They are restricting. You all the things that are getting left out are shareholder, right things. And it's not like companies like you know, Bob's Sporting Goods, it is a becton Dixon, it is Johnson & Johnson, it's Apple, Disney Starbucks Berkshire, broadcaster it is major companies who are using this to their advantage. Well, I will say, I got my curling broom at Bob's Sporting Goods. So how dare you? He's smart, is that you have anything else, that's all I got. That's funny. That's way too much. That's the proxy countdown. For the week of January, 12th 2026, join us next week. Maybe when we jump back into the alternative democracy pool, Forever. On the lookout for Cheryl Shenanigan's Dopey directors, scandalous, you'll pay ratios, maybe no action, responses, maybe definitely, Wayward Bandits