SEC pushes voting against directors, plus Novo Nordisk and executive shifts at Walmart

Up, this is proxy countdown. Welcome to the Big Show for the week of November 17th 2025 alongside my tag team partner. Matt mascardi. I'm Damien rawlas on today's countdown, Walmart trades, a Doug for a John eggs, blind trust failure, rivian copies Tesla, a big fat Tesla wedding and on the big boat mat looks at the SEC. No action ruling. Let's get right to our top stories from the trade wire, covering 8K from the last few weeks. Walmart Doug McMillan is resigning. And actually Matt you can disagree with me but I think he's actually resigning. So He will step down as CEO at the end of January. John furner, who was been at the company? Since the 90s will take over a CEO, John is already on the Walmart's board. Doug will remain on the board until the next meeting, which is in June. And yes, he will stick around as an advisor through the end of 2027, which is a long time, but he's, there's at least a planned succession for him to get the hell out and, and vacate the board as of June. What do you think? It does seem to coincide with exactly how long it will take for stocks the options to vest does not. Okay. Well, they're thinking them I suppose they are unlike hey this is better company exactly. This is a successful company actually creating a succession plan where he is, where there is an exit, he's eventually gonna see an exit right. Where is it Target? They're failing and they're keeping their former CEO, who has been a bit of a failure recently on the boards executive chair. That to me is the creator. It's crazy. Yeah, this is this is definitely better than that. Open AI. We don't technically cover, open AI, but we cover a lot of opening ice stories director, Larry Summers, one of the, he's one of the directors who who came in when they tried to get rid of Samuel and two years ago. They brought in people like Larry Summers and Brett Taylor. Now, Larry Summers is resigning from opening eyes board because he is all over the Jeffrey Epstein emails say no more. It's got its gotta be worse than that if he is voluntarily resigning from you know one of the biggest deal companies in our lifetime. He's also I don't think he sits on any other boards in our universe. He's I know he's stepping down from Harvard, Harvard's investigating him, is he is this the only board he's on that we know of currently actively but I believe he's not a publicly traded company. Yeah. He's been on other boards I believe in the past in our database. Yeah. Egg. How about this story? This is some good old-fashioned egg screwing up again. This is a filing from last week. They hired, the former CEO of Lloyds of London, John Neal, he was set to take over as the president egg really effectively the number two role. He was gonna make about 20 million dollars a year, this is a big deal higher. But now they put out a press release saying that they have a mutually agreed. To end the appointment sighting personal circumstances. Of course, they didn't go into any more details, but the story coming out from the Wall Street Journal is this The former CEO of Lords of London is being invested. Reinvestigate it by Lloyds because allegedly, he had an inappropriate, workplace relationship, with Rebecca Clemente to former director of corporate Affairs at Lloyds, including some preferential treatment. So again, Lords of London has reopened investigation to his conduct So that caused egg to terminate him before he even joined. And this isn't even the first time that this guy has done this at when he was a CEO of QBE Insurance, his bonus was cut because he fell to disclose a romantic relationship with an assistant, so bad. Look there on egg, which couldn't even do its own background check. I suppose it just trusted him because he was a CEO of this so that we'll see this very often so, but that's the right question. The nominating committee, James Cole Jr. Diana Murphy and John rice are on it. There are board members whose job it is to do exactly this. It's not that hard. I mean, if the reporting found These issues. How on Earth did he get by the nominating committee? This is a c-suite Neo I guess they didn't care until the news made them care. I mean, but I also think that this is what happens when the head of the nominating committee. His background was, as general counsel of the US, Department of Education, right? Like that's that has nothing to do with necessarily finding the right fit person for one of the largest insurers in the world. You know, suggest as an executive also suggest maybe his influence isn't very strong in a corporate a corporation where he comes from the public sector. So I this is the next obvious step here. If you're an investor is ask yourself, whether these are the people that should be on the board running nomination, even if they stand on the board, they definitely shouldn't be on the Nom committee and a minimum you target, either the nomination committee chair or the or the chair of egg. Because this is a bad. Look. This is again, this is, this is a guy to be the number two, other number two, executive at the entire company. Let's move over to some money. This is the iron. Like this is the year of like, ridiculous retention Grant's. In no particular order at Tractor Supply, CEO, Harry Lawton. The third, you know, I gotta go back one day and do the math, I feel like if you're the junior or the third year, you get more retention grants, but he's getting a 20 million dollar retention Equity award for just keeping his job. A rivian automotive CEO. RG syringe is getting. 36 and a half million stock options, worth up to almost five billion dollars and it basically an award that is meant to copy another Tesla's Elon Musk. Another EV company that doesn't really sell a lot of cars, so that's going on there. Emerson Electric, both The, the CEO and the CEO. Are getting Equity Awards, retention Equity Awards, worth up to 40 million dollars each. Whereas these people supposedly going that we need to retain them this badly and where, and where are the investors? Just say no to all this special. Like these, these Midland retention Awards. Tractor Supply caved to Dei Internet, troll. Robbie Starbucks in 2024, and we are retaining. The man who allowed them to cave for 20 million. Despite the fact that the sales revenue attractor Supply, while yes it's been growing has been growing at a slower Pace but time in the last 13 years. Yeah. Of the company was already on paid for good. Yeah. What are we retaining him for? In addition. These are, these are the, like these retention bonuses. You've been highlighting them for the last year, they are coming Fast and Furious, and there seemed to be utterly unhinged from the performance of the actual humans. Who no one seems to be measuring. Yeah and finally, my favorite pro core Technologies, they have pointed a new CEO Ajay gopal. The founder, of course and former CEO Craig Court Munch Junior remains a chair. There's a junior. Yeah. Remains his chair as you know, we see two frequently now to do this. He's getting a 3 million dollars in equity and a 500,000 dollar bonus in cash. It and here's the reason this is the most absurd reason I've seen in a long time. This is from the filing to recognize the extraordinary amount of time energy and effort that Mr. Court Monch dedicated to identifying evaluating and meeting with multiple potential CEO candidates. Come on. I mean, really. Paid to meet with his successors. Jordan Mary amount of time and energy and effort. Yeah, and this is the company that Founded. So you think he'd have a vested. He'd have it already have an interest. Already owns a ton of shares, it would be very important about the succession. Playing this company's going to be very important to him and he needs extra equity in cash because yeah, he's involved with the succession process on. This is just stupid. Just so then, then we can easily fire, Elisa Steele, Brian Feinstein. And Nancy Caldwell, all of whom are on the nominating committee whose job it is to find the CEO because apparently, they were not doing their job. I don't I I'm utterly perplexed, why? You would have to give an equity award to the founder, the founder of stick around because he searched for a successor. Meanwhile it's a publicly traded company with a nominating committee who's job. It is to find a successor. Uh, let's move over to our proxy cage matches. This one big story this week to kind of cover. It's a bit of a nightmare story and a little unusual, this is a Novo Nordisk where they're facing a shareholder backlash. From the minority investors, right? And what they're going to do is we always talk about how do you handle a vote at like a meta platforms. Where Zuckerberg controls all the voting, what's the point? The minority investors are preparing a protest vote against a board shake up forced through by its dominant shareholder. Novo, Nordisk Foundation, which controls 77% of the Voting Rights but but owns just 28% of the shares kind of like kind of a Zuckerberg situation and they use that dominance to push through a major board overhaul at an extraordinary shareholder meeting. So the foundation chair, Lars red bean Sorensen became no more. This new chair and this is, this dual role is causing governance concerns. Now he's promising to only be there for two, two or three years, pledging that when he leaves that he won't, he won't be very involved. When he leaves all this shake up fall, the abrupt resignation of former chair Helga loon and six independent directors, who stepped down after disputes with the foundation. So this is just a crazy story, right? But to me, it's like it. It's hopeful in the sense that maybe in America, where we have a lot of these controlled companies, maybe there is a way of protesting board actions. I don't I don't know. Anything is going to come of this. I just find it to be a fascinating story over there. No more disc. I know there's a lot of emphasis we've been asked questions by European investors like what we think of the new board members and the fact is like I'm of two minds of this, right? And one way you're looking at what you have and you're saying, well what does this mean? In fact, we highlighted Sorensen was actually controlling the company to begin with. We did that last year and one of our shows, this is not a an unknown piece of this. In fact, we looked at all the connections between Nova nordis board members when the news came out, that the CEO was leaving and found that, you know? These are all interconnected companies. So you can look objectively and say, well these, what do we think these board members, are they going to do the job? But the real question you need to be asking, is this model doesn't work period, right? Like you don't have the rights as a shareholder and which is a government show. It's a private company and your investing in a company where you don't have rights being upset about the outcomes. Seems a little like you didn't realize what you bought. And look at their and look at how you're forced to react to this. So they're highlighting two major shareholders and how they're dealing with this Norway Sovereign wealth. Fund plans to abstain From the vote, which means neither yes or no. While calstrs California State teachers, retirement system will oppose the new proposed board candidate. But again, it's like its it is just a protest vote but it's all just a nightmare like the guy, yes, the governance to your point. The governance model there is terrible. There's only there's only two protests. There's the only protests that matter is divesting or investing when you invest your gambling, that's it. Let's move over to some of the vote results table. Some of the recent agms that we're tracking through 8K filings. The big one, of course, was Tesla. We had the results since our last show and I'll say thanks to Mr. Corp gov. For these. I didn't do the math here. So so what he did was he, he looked at the actual vote, compared to what the support would be if you if you subtracted the Insiders support his point was that as an example director error Aaron Price, who got Only 65% of overall support would have gotten less than 50% of support of insiders and support them. The, although, the CEO performance award, the big one for Elon Musk, which got 77% of the normal vote would still gotten, 67% of all the vote. This is for his like four 400 trillion, PayPal package that he so, he won that boat. There are bunch of shareholder proposals going on. I don't know if you if you want to highlight any of them, the I will say that that the one on annual director elections passed. Every vote 54% of, the vote said, yes to annual direct election. Something we've been pushing for a Tesla for a long time, although, I don't know that, it really matters. I mean, A, we investors at Tesla will go along with anything we've learned. But, is there anything you want to highlight at Tesla? I mean, look, the regard. We've covered the pay plan. We actually did a whole show where we did an analysis of not, just the pay plan, but all these votes, I think the thing to take away here is the fallacy that this isn't a controlled company. Every one of the, the supermajority voting ones that would have allowed to get rid of the supermajority voting Rule and thus allowed you to get rid of a declutter, you know, declassify the board because it's still classified board structure. Those would have passed if insiders had cast their vote for them. And the company, sort of gaslights. You and just saying, like, you know, the company proposed eliminating the supermajority voting requirements. So it was a management proposal, but when it came time to vote management, did not back it. Right? So the jokes on us, because effectively what they're saying is, we can make it look like we are, we are aligned with shareholders shareholders and at the same time, as soon as they vote it makes it nearly impossible to pass the actual proposal that they put up. There's not much else to really look at here. The one, the one that was interesting and you pointed this out, was the xai board authorization of xai? Yes, which fails, which fails, but 43. + 43% of the vote said yes. In a statement at the annual general meeting when they announced that it failed. They also said, but given the level of support the board will consider this. Yeah. Right. So, yeah, but not the other ones. Well, this is what I've been pushing for for a while, right? I have this, this sort of unofficial rule, which is that. So Back when we worked for our msci, right? They actually have a data point called company which, which I think the threshold is, if there is a single shareholder or a group of shareholders has 30% ownership of the voting power that is considered a controlled company on under msci's watch. I think they got that from GMI in the corporate library. so my point of view on this is, if any shareholder proposal even, or even a say on pay plan a direct, if anyone gets over that 30% threshold, which is already a near impossibility and never happens, that should be a pass because that that represents Control that represents a dominant vote, right? So that's what they're basically saying. They're saying it's close enough, two things, they to other things, they should consider a proposal number 10 was amending the bylaws to repeal 3%. As the threshold for derivative lawsuits. 3% Holdings means you have to own a tremendous amount of Tesla and in order to bring a lawsuit and no one will do it and shareholder proposal suggested, repealing that threshold and just making it open for minority shareholders, to be able to vote that, got 35% of the non-management vote, nearly the 43% of the board authorization of xai Investments, but they didn't announce that they would consider that giving the high level of support for that. They also didn't say the same thing. If you look at the REM princes votes 4, Here is that why on Earth are we not discussing whether or not he should be on the board? It's 30 30, select 35% of shareholders said no to him I mean none of this is that surprising because if Tesla invests in xai, that's great for Elon Musk and the board is entirely captured by Elon Musk. But you, if you're going to put out the statement that there's some high level of support in which you will consider things, then let's go through the vote and see which other things you should have considered that you are absolutely, not considering and you're in essentially cherry picking what you will consider and what you want based on what Elon wants and which case if you are one of the investors who keep voting for these board members, you are voting against your own interests. It is, it is unfathomable that you would vote for any of these board members ever and any circumstance other than Tesla. There were 15 votes that we covered and at those 15 companies, they're only six. Cheryl the proposals mostly. They're all in the governance category. We had three. That calling for a special meeting and this is where it gets weird too. So at Texas Pacific Land. A call special meeting, proposal got 15% support. But a Jack Henry and Associates in Lamb research. They both got over 40% support. I never, I can never really understand that and then we had a few like separate CEO and chair at Cisco. That got 34% at Fox Corp, simple. Majority vote 38% again. We're seeing a lot of these votes over that 30% threshold. And I think these companies should take that vote, seriously. But not a lot to report their insurance proposals. Moving on to directors this map. There's really rarely anything ever to report in this category other than a Tesla, which actually there's some very strong dissent against the Tesla directors. The only other company that had notable descent worth pointing out. I think is both Fox Corp and News Corp. They both separately, had their agms at Fox Corps. There are five directors with over 15%. No vote, including Lachlan Murdoch, which is a high level of descent. I got to tell you at News Corp. Similarly is a little bit less, but similarly, there are four directors over 10% including once again, Lachlan Murdoch. So that's an interesting sort of. I can't I can't fathom the locker murder. I got 17% no at Fox Corps, but 10% know it news course, slightly different ownership right being like he is so different ownership profile. Out there slightly but he's he's either fit to be on the board of both of them or not. There's effectively the same, you know, org and it's still Murdoch Enterprises and I don't know what this is. I don't know if this is just part of the media investors at media companies seem to be an active voting cohort, right? Like the problem is that recover we got after week. Is that investors? Don't care about anything but they seem to care at media companies. Remember, we we highlight that with Nelson, pelts at Disney. Yeah, everyone wants to be involved at media companies and to that point other than A few a handful of companies were investors were saying anything at the 12 other companies. The average support was either 96% 97.98, 99% like all in the high 90s at the 12 other companies for the whole board, the entire board not chucking. So, that's, that's yeah, go ahead to your point. On the media does seem like, you know, if you don't buy a sports team as a billionaire and have that, be your toy, you buy a media company, right? Yes. So why can't we get involved with understanding the directors are all your companies, all the companies. Why do we have to just focus on like Disney and News Corp? But anyway, that's actually all I have. I'm happy to hand it off to you. The big. You are covering SEC, new action, no SEC. No action. Rule in that came out this week. Yes, so let's just summarize, what happened? The SCC actually released a little bulletin, a little update effectively, they blame the government shut down. And general guidance of the members that Department of Finance to issue the following Rule and quote, the division has determined to not respond to no action requests for and express. No views on companies intended Reliance on any basis for exclusion of Cheryl, the proposals under rule. 1488, what that means. Is the typical process here is shareholder, proponent, like, Jim Richie, or John shevington or Ken Steiner or the national Center for Public Policy research, or a national legal, you know, policy all anyone woke and say, well, governance religious, you have a little proposal. You go to the company, you file it with the company, the company will go to the SEC. They have to go to get a lawyer. A third-party lawyer to write up a basis, but they will argue with the SEC and a letter, we think we should exclude. This from the proxy for the following reasons, the SEC will then will say, effectively, no, sorry you have to include it or you can exclude this. This there's no action, you know, here, like we don't care what you do, we won't. No action means. We will not take action against you, the company. If you exclude, it is what it is, right? Effectively means. Now the SEC is saying because of the government shutdown, and because of General guidance, they will not take action on any shareholder proposals and less. Those proposals, a contravene estate law and which case they going to relegate to the states. So effectively, they've said it up. So that every company if they want can reject they will. Yeah. And many of them will watch or maybe, maybe we just won't see, as many file. I mean, there's no way we're going to see as many Filed, right? It's hard to say yet but that's the basis. That's basically what's going on. The SEC is pretty big one. It seems pretty big, and there's a lot of sort of breathless coverage of this that includes, like here's just some of the headlines. I saw the change, has the potential to end shareholder proposals as we know them, a former SCC corporate Corporation finance division, director told ESG dive Shareholder, Advocates, push back against sec's, move on, no, action requests. U.S, outlines new approach for proxy disputes seen as blow to shareholder activists effectively. There's a lot of breathless coverage about how this is going to kill. Shareholder proposals and it may kill shareholder proposals. I mean, it will right. I mean, I think they're going to still let through some of the governance he wants. Maybe they want to know and investors think about, you know, calling a special meeting or well that's going to be the interesting part. So what we will find out free finding anyway. So so maybe they just want to know the opinion of the investors that is important as an important distinction. These are not binding but we don't know what the anti-walk think of it yet. I looked at all their websites. Look for all news releases. Nothing was actually disclosed about this. Well, I just ironic because they are now, the bulk of Cheryl can you have to wonder, like, what? Maybe this was their intended, actually in the first place. Let's flood, let's flood the proxies with these nonsense hateful, proposals, and then everyone's gonna get sick of everything and we'll get rid of all of them. It may be if it is, it's that sort of a backwards secret genius. I'm sure there's a genius but not seem to be that I actually think Um, their fundraising has is predicated on the fact that they filed more and more of these proposals, right? They are nonprofits in general, but the interesting things, what will find out as we go through this U.S proxy? Season is, which companies will allow proposals. Even though the SEC, it's interesting and exclude what allow you to exclude and it's a different kind of political limits test, right? So, maybe you're more like Maga companies like your caterpillars and John Deere, maybe they'll let some of the anti once go through and maybe at your more, like liberal companies like your, you know, like your apples, or your or whatever, maybe, maybe they'll allow some of the human rights ones to filter. That's data. Point. Number two, data point number one will be, which companies allow a proposal to go through and don't actually seek to exclude. It data point. Number two is which will allow only certain proponents through well, they signal sort of pre-existing relationships with some of these proponents because the as you shows of the world They have been engaging with some of these companies for 20 years, they know the directors, they know the boards, they know the executives they're they're not actually antagonistic relationships. They're actually more sort of collegial in Terms much as yeah. You've known them and you're just asking for something and they may not want to give it to you, but they're saying like let's put it to a vote, you know, any rational. And this system where we rely on Independent oversight and checks, and balances any rational organization would constantly be welcomed to the opinions of everybody just in case, right? I mean, they're not binding. You should always take the poll of your investors just to see what's up. I mean as we see most of this stuff falls in the like 7%. Yes, category. Anyway, so there is there's you usually no harm and just seeing what's up, right? So there's your, there becomes a question which proponents are allowed through at a higher rate. Maybe he'll be interesting. Jim mcritchie and John Chevette Chevette, and as you sow get through, do you see the national Center for Public Policy research? Get through, who gets through? And then, lastly, the third data point you'll get is the companies that flat-out reject all shareholder proposals, where a lot of that. It'll be a lot. You'll see, you know, up until you know, through 2024 companies that would get two, three, five, seven, ten, you know, Amazon gets too. Sometimes 20. Over long periods of time, over the last 10 years, they've been getting multiple share of the proposals. All the sudden 2025 they get none well zero. Thank God SEC. Now we're finally at a point where like a Mark Zuckerberg controlled meta platforms. no one can have a say about anything anymore, like we can't even we can't even ask the question anymore, its just marks Empire Yeah, right? Which is when you combine this with the earlier guidance, in the bulletin from earlier this year and which they said and investor that is effectively asking and ESG. Question of the board could be considered an activist and have to file as an activist investor which is basically the filings are our Monumental the amount of paperwork you have to do is Monumental and it would kill BlackRock and Vanguard in the majors in their ability to actually do anything except file the paperwork. They when you combine this with that, you have semi privatized companies because the votes are for most directors aren't even binding in. As much as if a director submit a resignation, it can get rejected by the board, like Jay Hoag, and now, there will be no shareholder proposals. So, you can't even do that and you can't engage with them, you can't talk to them. So there are a lot of sort of questions around this. I in the end think that there's only one unintended outcome here. Which is that we start asking real questions about, who's on these boards. And I've seen this actually already, I think I saw this in the financial times who agree with you, that this is going to shift the spotlight onto the remaining votes, which is a non-binding sound. Pay vote a pointless, vote on the independent accountant and directors. Hey, yes. So, so, let's be clear about the numbers and we covered this at the end of last season, but 73% of all votes in 202425. We're four directors. 25%, were from management. Proposals like Auditors, and say, on pay and 3% were shareholder. Proposals. So, well, the first three, the first three are mandated vote. What we've eliminated is 3% of your voting, that occupied 98% of the air in the room. All we talked about in the, in all the media was talking about and we said this for two years, all they talk about is Cheryl the proposals and all the all the shareholder proposals lose like the, the proponent average vote share rates in the last year, activists on average, get 23%. Yes, that doesn't include direct your votes. That's just bylaws and proposals. And those are activist investors with economic stakes in the companies. The anti-woke got two percent, a Pension funds, get 12%, that the ESG folks get 10% governance was by far the highest at 29%. Those are the Jimmy riches and John Evans of the world, religious investors, 10% the proponents. The only proponents that actually won in 2425 were governance proponents and 18% win rate, if they were playing. Baseball. They'd be on the bench. It's 180 batting average. Everyone else. Everyone else every other proponent zero wins a 0% win rate. So what we're talking about is 3% of the overall vote that you have. And only one type of proponent that ever really won. Anyway, right. That's that's really what we've eliminated. We the loss here. Is the governance gadflies who actually do a good thing and improving governance practices, what we should be paying attention to and what we should ask the macritchie and Chef evidence of the world to do is every time you submit a proposal and it gets rejected publicly lists, the companies that rejected your proposal on a governance issue. So we can see that is a company that does not want to change their governance because you were the only people who are winning anyway and you were winning on things, like special meetings and declassification majority, voting was a big one last year. Dual class, share retirement. That's all them and their companies that don't want to listen to their shareholders. Don't care what the shareholders think about things, right? The important data point here is going to be if you guys get rejections. I want to know who rejected you, what you're asking for the rich and the evidence, there's no harm for any of these companies to to put a flyer on and see like hey if 70% of the investors want To, you know, change the thresholds with calling a special meaning so be it like let them do it but that's the real loss of this ruling by the SEC. We could lose the important thing was the governance forward progress, the other big loss here. Is engagement teams. Because as I mentioned you can't really engage if it's if you just collusive, or if you ask the wrong questions like engagement chilled over 202425, and it's going to be even less now. But if you can engage with directors, but engage your team spent most of their time thinking about issues like What's in a share? A little proposal. Yeah but like because they're too afraid to think about who were the directors on the boards. But you don't need massive engagement teams to run like engagement anymore. I actually think we're going to see Mass layoffs, across black marketing teams. Why can't they engage with a board? The directors themselves. I know that I know they're afraid of doing that and they don't want to make enemies, but why can't they? It's not that they'll make enemies. It's if they ask a question or look like they're demanding, something of the company. If I received quid pro quo, they have to file as activists as the companies report for that, which means they don't have an incentive to actually talk to the directors, or engage the boards themselves. And therefore, you don't actually need a massive team to do that. And BlackRock has a team of like 30 people. Whose job it is to do engagements and Analysis of how to vote. Well, this is a big year for layoffs, so why not? Now all of this can be algorithmic. Proxy voting is going to move into Data, not AI, but it's going to needs to be data driven. It, which means like the free flows of the world who have data on directors, or individual data sets because ISS and glass Lewis about out of doing recommendations anymore. The data has to drive. So now you don't need a team of 30 to engage, you need a team of five, and to look at outliers in the data and ISS. And class there was never had objective data. They all of their opinions at the end were subjective. Well as it's clear by the Cracker Barrel, they all voting out, Gilbert Davila, right? Like they've moved entirely into a realm of politicized vote recommendations as it is. And I'm talking about other than like counting, like how many boards they sit down or that type of thing is objective. But for the rest of it, they don't know what they're doing. I mean, they they changed their vote. Depending on if there's an activist involving rights whether they want to make favor with that activists, right? So, it's their, their phickles himself. But here's what the this rule in didn't change, okay. Most of the votes were non-binding to begin with, right? like the like the very few of the votes that would have that now will be excluded, didn't really matter anyway because after listen to, of course, yes, And everyone like not named Jim or John lost every single time. Anyway, like it's true. So, so while it was very good for, you know, a very slow process over 20 plus years of proposals, asking for, like carbon disclosure friends, which is an important thing. Even as companies are now talking about dialing that back, 20 years of sort of pushing and pushing, and pushing it at the margins and saying, just give us a little more, give us a little more having this, you know, that just that is a valuable outcome. But it is incredibly slow and we're about to go 25 years back into the past in one night and you never won you very rarely wanted to begin with. So it's you didn't really lose like a winning strategy, you now should pivot to vote on directly. Yes, 73% of all your voting. I mean this is a could just say this is a remarkable turnaround. I mean it took six years. Six years ago. The Business Roundtable redefined the purpose of a corporation to promote an economy that serves all Americans. This is not me just making up my left-wing socialist, you know, blunder a Bluster. I should say this. Is this Is a press release from The Business Roundtable. Yeah. Only six years ago and now we're headed by Jamie dimon Doug McMillan. It was headed by and only six years from now. We're getting rid of all, we're getting rid of everything we're all share of proposals. I mean anyway, go ahead, look 73% of your vote's are on directors in the average approval rate of a director is 96% and the election rate of a directors 99.8%. The there is the 0% of investors anecdotally. Could possibly think that 99.8% of directors definitely should be elected. Well, let's remember there's polling now every year, the, the directors themselves and Executives at these companies. Think at least one, if not two directors need to go that they're they're underperforming, they don't shouldn't be in the board in the first place. So, I want to give you two quick things. Number one, please a very short Cheryl to proposal Hall of Fame. These are some of my share. These are just off the my memory so it's not comprehensive. Please submit to us your favorite shareholder. Proposals of all time I would love to see them and put them in a hall of no call special meetings. That's not yeah. No this so, so here's one one from the anti-walk in 2025, ncpr the national Center for Public Policy research at Coca-Cola in 2025. We longer get this as a shareholder proposal, it's very sad. This is the request shareholders request that the board of directors create a board level improper influence, committee to assess the extent, to which the company is decision, making has been improperly influenced like that one, that's fabulous. What a fabulous ridiculous offer influence. How about this one? This is from this is not a joke. The general Pension Plan of international Union of operating engineers. In 1997 at Enron. Oh, this is a shareholder proposal. The shareholder of Enron Corp recommend that our board of directors. Take the necessary steps to adopt and Implement a policy of cumulative voting for all elections of directors. The supporting statement said in the American corporate governance system. This is 1997 in the American corporate governance system. The election of corporate directors is the primary vehicle for shareholders to influence corporate Affairs and exert accountability on management. They said that in 1997 and imagine if they had won that vote, right? Would that board have stayed on Exxon? Would we be our Enron? Would we be talking about Enron as the biggest accounting fraud? Failure of all time. I think Bernie Madoff and Enron at this point. Yeah. Speaking of Exxon Bart nailer, put this one at Exxon in 2001 resolved, the shareholders urge our board of directors to take the necessary steps to nominate at least two candidates for each open board position. That's the names that goes. It goes on and that the names biographical sketches SEC, required, declaration and photographs. Yes of such candidate shall appear in the company's proxy materials. I mean that's 2001. You know what I notice about, I spent a little bit of unfortunate time watching the Tesla annual meeting a few weeks ago and while they gave some of the Shirley proponents, some some time barely, I mean to be, you know, to be fair and the audio was horrible. They get in sometime to make a statement. They where were the directors? I wanted to hear, they they needed to stand up. And give me like, Why Are You Gonna Keep Me What? You Know there, nothing. I'd love a speech. Yeah, right. And to Burton dealers course, of course, there should be more more candidates than there are board seats. I mean, ridiculous. Well, that brings me to my favorite and it's the last one for the Hall of Fame. My favorite and there's one from 2024 and one from 2025, but this guy's done many and you'll know who this is Jing. Zhao, yeah. Klaus assistant classist at intuitive surgical in 2024 resolved stockholders recommend that intuitive surgical improve the executive compensation program to include the CEO, pay ratio Factor. He's the he was asking for the CEO, pay ratio to be included in how you determine CEO pay. But he got more explicit at Bank of America ready. This is, I think this is one of the greatest show holder proposals ever written. Resolved shareholders recommend, that Bank of America Corporation reform, the election of the board to list more candidates than the number of directors of the board to be elected. That's the, that's the BART nailer Exxon. But he goes on to say the American corporate boards and Executives have become a class of oligarchy as defined by Aristotle, according to his politics in this great classic Aristotle, demonstrated that in a stable community, the ratio of the richest citizens land to the poor citizens land should not be over five to one. Yes you perisher there you go. One of the main problems of corporate governance is that American corporate boards are not democratically elected, right? The company's board. Need a democratic reform to elect members from more Diversified candidates shareholders. Should have the right to choose from more candidates and the number of directors of the board to be elected. Seems like a no-brainer I just love it. I mean, even fabulous. Even the local water district that I'm boarding on every year in Portland, here they have multiple candidates and not to mention that, and I'm not going to believe this, because we're already running pretty long here. Ah, we talk about a Maga, right? Make America great again. It's always referring back to this pre. I don't know. It's like pre people of color pre women were when I was great and the 50s or three or whatever. Yeah. When this when this country became great with a lot of great, you know, capitalist companies, write this CEO pay ratio is actually were basically, by to one. They were so low. There were very there is a precedence for this. Yeah, right? I mean back during the Maga age, right? The original whatever. The this is not a crazy thought that that the runner way, greed of our Contemporary American CEOs, is it's an anomaly in history. So to his point, he's right. I agree with him. I love it. So, Matt at free float dot LLC. Send me your shareholder proposal Hall of Famers. Last thing I know we're going along but new given that were the new future is voting on directors. Ideas for how to vote on directors simple things, right? We have tagged directors based on Merit there by Marriott. You don't mean like they're a white man. Yes correct. I don't mean that, I mean, their leadership background their knowledge of the industry, whether they have an economic interest in the company, whether a powerful friends objective criteria, outperforms its subject. It's objective criteria. Are you listening is this in class Lewis? Yeah, we basically said if you've got any three, sort of components of Merit and we'll tag you as having being a merit candidate, 41% of us directors. Get tagged as Merit candidates. All right, it's not nothing 41% something that's something. 62% have core knowledge of the industries where they sit on the board. That's great because the other 33% are generally on audit committees and they shouldn't necessarily have direct, you know, you shouldn't know how to like, you know, make fertilizer on the audit committee, right? Like so that's that's good. But only 17% of us. Directors meet basic performance criteria. That basic performance criteria is ranking in the top half. It should be easy to rank in the top half of a thing, right? The top half on earnings, TSR and controversies as in. These are directors, who sit on boards, multiple boards. Those companies generate greater than average earnings greater than average TSR and they're better than average at controversies. only 17% of directors who said on multiple boards, meet that very basic criteria, and, We know from from the data that Merit candidates. They actually only averaged 9% influence where candidates without Merit, averaged 12% influence, right? We know that was my joke would suggest the beginning, the meritocracy has represented a boys club, not necessarily a skill set. We know that 46% of women who are active and Boards, so I have board seats. Now, our tag just Merit candidates compared to 39% of men, Merit is actually not evenly by gender because women are held to a higher standard. But those men they have 9.5% influence in the women have eight, right? So the president's women are held to higher standards than giving less power, even when they, they Merit the position. So number one, consider Merit, if you have to change the way your voting start with that, but number two vote on performance, You Now can do this. There, there are out of 6,146 U.S directors, who have been on at least three boards? Yep. Only 10% have greater than average TSR. Only 10%. That means there's, these are people that are sitting on multiple companies and they are consistently. Underperforming everywhere that they go. This is the most basic ask of investor because there's no way for them to lose their jobs, they're their owners. They want to be, they've never been in a position where they had to justify their jobs because they were paying attention, right? And the most basic thing as an investor you want is just produce market returns. I'm not asking for something crazy. I'm not asking for social justice or human rights, or I'm just saying make my stock go up more than average, right? Just basic average. But if you did care about something like carbon, for instance, 38% of us, directors, outperform on carbon intensity, so that's pretty good, right? But 17% of us companies have said a science based carbon Target and 25 of the companies that have set a carbon Target. There are 32 companies where at least 25% of the board is in the bottom. Members of carbon, in fact, at two of them Hilton and AT&T more than not only have they set a carbon-based Target, but more than half of the directors are in the bottom of carbon. So the question is, if you have an expectation that a company is going to deliver on a carbon Target, you should ask who is going to deliver on that expectation and if the entire board has demonstrated inability to do it, Vote them out. These are possible to do now, with just the numbers, I think to your point, there are there is an objective way to identify the candidates to vote on the Based on the stated need from surveys that directors and Executives want at least one or two directors out there boards. They're just go to the objective criteria start there? Yes, start there. I mean, you don't need to look if they have a symmetrical face, or if they all. So, like the Red Sox or start with the objective criteria, all right? And, and that's a good place to start. Do I even need to ask you if there's anything else? That's a lot. Oh God. There's no. That's the proxy countdown for the week of November 17th, 2025, join us in the future. And we jump back into the alternative to democracy pool Forever. On the lookout for shareholder Shenanigans Dopey directors, scandalous, CEO, pay ratios, and Wayward Band-Aids. Bandits are still.