Transcript
This is proxy countdown. Welcome to the Big Show for the week of September 22nd 2025 alongside my tag team partner. Matt McCarty. I'm Damien Wallace on today's countdown. Oracles, four-headed monster. Albertsons finds a lord. Darden. CEO. Getting some special failure cash. Us large cap, annual meetings, voted best places to take a nap in 2025 and on the big boat. Matt channels, his inner FanDuel Vegas, ESPN. Yeah, that Let's get to the stories where to buy weekly format until proxy season really gets going. So I don't have a lot of stories to cover, but I'm going to highlight the most notable for the lot from the last two weeks. The the ongoing trend of boards losing female directors and going under the threshold of three women on the board continues Applied, Materials, Yvonne McGill resigned and at paycom software, Felicia Williams resigns. So, both of those boards are down to only two women on the board and the S&T Bank core. The chair Christine torretti resigned, they're down to one, female board member Albertson. Albertson's, chair. James Donald has stepped down. James was CEO from March 2018 to September 2018. He was CEO from September 2018 to April 2019, and then he was chair from less for less than a year since October 2024, and he's leaving Despite all that first of all, I don't really get the. He was like, had all these jobs for less than a year. He was still called independent. It's kind of a strange tenure there for James Donald. I don't understand how promotions work there. I don't really understand CEO for, like, seven months and then they're like, let's make you see EO. And then you're that for, like four months and they're like, let's make you chair. I don't get it. He's being replaced by their longest tenure directed, Kim Fenner breast. He has Served on the board for a decade and Kim's. A he I was just about to get excited for a second. Yeah, Kim zaheed. And Intercontinental Exchange. I messed up the copy of the beginning. The show Intercontinental Exchange has found its Lord. This is the best name of the week. Intercontinental Exchange is appointed the right honourable, the Lord Hill of Orford, CBE. I don't want any of. That means in the filing it says Lord Hill will participate in Isis. Non-employee, director Compensation Program? Don't you feel like this is a little bit below Lord Hill to participate in that program. Shouldn't have some other kind of how what's his cash? What's his, what's his? He's getting 100,000 dollars cash a year and 235,000 dollar annual Equity, Grant. I think he should get like a crown and a scepter. I don't know. This seems if he's not put on any of their committees and this is great for him, he's four meetings a year and 300 Fifty thousand. Let's talk about speaking of money. Let's talk about the big money of the week, a Darden Darden, CEO Ricardo. Cardenas is getting a CEO special PSU award. That's what they call it, it is. It's worth 17 million dollars. he gets 34 million if darden's relative TCR Total show total show will return, is at the 75th percentile compared to its peers, he gets 17 million dollars right in the middle to 50th percentile and even if the company fails, even if it hits a 25th percentile, He gets 8.5 million dollars, so that's pay for failure. The other great part of this is that this special award. Now, they're the ones who call it. A special award was announced on the same day as the company's annual meetings. So I think not in the proxy. They could have put it in the proxy, I opened the proxy. It was not included but they just kind of slipped it on the same. This is that's, I'm sorry, but This should be a reason to vote everybody out. Especially the comp committee but you can't vote them out now. Yeah. Because after the meeting. Yeah. Sure honest and go upon is the new CEO at T-Mobile us. His golden. Hello package is worth 13 million dollars. The former CEO Mike Seaver is staying on the board as an Executive Vice chair. This is like another, this is like a made-up title like Sapphire catches getting an oracle Yeah. His base salary is going to be seven million dollars to be the Executive, Vice chair 7 million dollars. I don't know how that works. So designate Ajay gopal is getting a 28 million dollar to join Pro core Technologies. He will join the board as a class one director, and won't be up for a vote until 2020. How about that? Completely insulated from investors for three years, despite getting 20 years, you can get it. And finally, the four-headed monster Oracle, Oracle has named two new CEOs, to replace former CEO staff for cats. Saffron is not actually going anywhere. She staying on as an executive on the board as an Executive Vice chair. The new Cosi CEOs. Are there going to be directors? That's Clayton, Magoo. Only 39 years old, he's getting a golden hole stock option. Grant worth, 250 million dollars. Same with the other co-ceo director Mike Cecilia except his only worth 100 million dollars. So they're getting a pile of options. Although, it's kind of weird that they're not worth the same amount, right? Those, those golden hello packages. That's a little bizarre. What I actually like is that some favorite? How many weeks are we gonna do the proxy town? Which two Executive? Vice chairs are named two executive issue because the seat, the the sand gopalan, the new CEO T-Mobile. Mike Seaver stays on the board is Executive Vice chair. The reason why both of those companies have Executive. Vice chairs is also on the board are The majority stockholders Larry Ellison at Oracle is on the board so he's already executive chair and on the T-Mobile board is Timothy Thais hottest who is the he's the CEO of Deutsche telekom which is T-Mobile's majority shareholder. So there are many just executive chair. Now we're just doing, do we get to Executive Vice chairs? It gets a little confusing. Let's move over to our vote results table. I really have nothing to say. Unfortunately, there were actually 7, large cap. Votes. Including Nike. But those seven companies, there are only two shareholder. Proposals each getting 13% approval. So again, this there's a mythology going around, that Cheryl proposals are taking over Corporate America. Two, there were two, proposals getting no votes at 7 companies, too. Yeah. And how about this fake democracy? The fake democracy of dual class, companies, controlled by dictators at Nike, they had nine Class A directors up for a vote. The vote for all of them was 288 million votes. Yes, zero votes. Know. That hero. What a sham? I mean, what is stupid? I can't believe this is a lot. Oh, that ruins one of my bets coming up for the common stock quote. The John Rogers. Jr. Actually got 35% vote's know. So if you're lucky enough to be a anointed in to this special protected class of Class, A directors at Nike, you're basically you're untouchable. You're completely vegetables zero. That's a zero. I like that. And before I hand it over to you, Matt there's some big meetings coming up next week we have companies like FedEx, General, Mills calmeyn food some large Companies. But again, I counted six, major US companies coming up for a vote, all with a market cap, well, above a billion dollars. Only three total shareholder proposals and of those. Three, two of them are about trying to get an independent chair so it's not exactly like rocking the company here, right? I mean this is old school stuff, that's sounds like dangerous activism and I don't know those six companies at two of the companies, this is how this is the shambles that is Shareholder democracy in the US. And this is, I find this to be foreshadowing of something very dangerous, which is that shareholders won't eventually won't have a say over anything. But at Cal Maine foods and National beverage Corp, Calmeyn voters can only vote on three directors. Because of a classified board structure National Bev. Cheryls can only vote on two directors because of a classified board structure and neither shareholder class can vote on seon pay because they've both adopted this every three year vote on pay plan, so basically pay your bill. Yeah, you're nullifying the voice, your systematically silencing, the voice of Cheryl, it's already happening people. You're just not noticing, you're not complaining about the right things, you're just not noticing. Yeah. I I like classified pay. That's it. That's all I got easy week for me. I'm gonna hand it over to you, Matt. I don't know what the hell you're doing this week, but take it over. All right, let's do it. Is the 2025 2026, proxy season countdown. I got I rounded up the betting line on this year's proxy season. Now, if you're wondering where I got the bedding lines from, I got them from our shows in my head, because there aren't real betting lines, but there should be because I'm going to run through what I think are some four Shadows for major trends for the year and I want to present them to Damian and see which bet you might take. Okay, I'm confused away with the premise. We'll do this one. As a first, as a As an opening Salvo and you can get the premise from this. Okay, here's your first option. J Hogue, Netflix director as a canary in the investors. Really don't care about their directors coal. Mine what are J. Hogs votes this year. Okay. Yeah. Help me out. What were J? Votes votes. Last year. All right, so first of all, j-hope got voted off The Board. That's true. Yeah, off the board. You should vote against here is what Netflix said, but it but just to be clear here. You're kind of covering the headline. He's still on the board, correct? Because here's what Netflix said, yeah, response go ahead. Hogue gay presented, his resignation to the board. As a result of getting voted out the board. Put out an 8K with the statement in it. That said we believe that Mr. Hogg did not receive a majority of votes cast in his election to the board because he attended less than 75% of the meetings of his total boarding committee meetings in 2074.9. Not count was a reason to vote someone off the board. The board determined that is absences. In 2024 did not indicate a lack of commitment to his butties. Who cares? The shower still said, no. His prior attendance rate was 97% in the five years prior to 2024. Yeah, he didn't. This is his first murder, he hadn't murdered anyone. The first 50 years of his life so we can't. We can't convict a man on murder charges. But Mr. Hogue remained engaged with the company by attending meetings with Senior Management and engaging in pre-board meeting memos does that mean that he went to read Hastings barbecue and as a result they rejected his resignation. So what they're saying is that we have a list of things that you can and cannot Vote or directors off for like it's not up to you. Is that what they're saying the board consistent with the nominating and governance committees recommendation? Determined that Mr? Hoax continued Service as a member of the board, is in the best entrance of the companies and its stockholders and the people who. So, even for the people who said, no, it's still in your best interest in your best interest, okay? So this is the context this year. This kind of, like, Gear your girlfriend dumps, you in college and you're like, actually, if you stay with me, it's still in your best interest to date me. So so it's a no. It's I actually reject your resignation from our relationship. The here is the BET. Yes, the BET was what are J. Hogs votes for in favor of j-hope this year. The line is 89% yes, more than 89% more or less. I am putting so much money on under unless I I think you're looking to be under is currently the underdog. There's a 47.6% chance according to, oh, assessment that he gets less than 89% of the vote. That's the hell. I hope you're listening, Black Rock and State Street in Vanguard, because you should be angry about this. Even you should stand up for this one, you should be. You should vote him off because this is they're not playing the game, right? So one of the things that you'll notice is this is called the zombie director, it's the director is voted off and stays on the board. This is a very high profile, zombie director, but in fact, zombie directors, do not routinely get voted off the following year. They often get kept on the board. The following year still. It doesn't matter. If you're a zombie, you tend to get reelected. If you Reject shareholder votes. Still, that is the shareholder democracy in which we say. Nah, I'm going to stay here. And then the next year, people are like, well, he stayed. So I guess we'll keep them. And here is the bet. The Netflix is making, which is important to pour point out. Netflix is making a bet that j-hope will attend more than 90% of the meetings. This year will not get flagged for an attendance failure and no one will remember that. Is that? Yeah, and for us. So yeah, prepare yourself j-hope. So you went with the the under and I think like an easy bet. I think you're wrong. I think over. All right. Here's your next bet. Willie director, be voted out. in an uncontested election this year, for a reason that isn't attendance At us company. Are we talking about mostly like large and mid-cap companies or were you even talking about? We're talking about cops large companies, write about small companies, we're talking about us large cap, do you have any data to tell me how often this happened? Or here's the data, the average percentage of directors getting less than 50% of the vote in 2024 was 2%. Okay, so it happened It though, when it happens has been due to activism or attendance. Uh-huh. Oh, will it happen for some other reason? Interest 202526 do we think some other reason? Whether it's the Trump Administration, calls them woke or well, there's a bankruptcy and that person is like, just the culprit for the bankruptcy. I'll give you the line on this. Yeah. Go ahead. The no vote is obviously heavy favorite. It is a minus 20,000 which means the implied odds, 99.5% chance that it doesn't happen. Really again. Point two percent chance of yes plus 50,000. So 100 dollar bet on the know I mean less than a cent 100 dollar bet on the yes wins 50,000 dollars. Oh I mean well okay well first of all I don't know much about bedding. I'm not a better but but don't you have to take that bet anyway because why not? I mean, why not just I mean take such a long shot. You could lose 100 thousand dollars, basically say You're Gonna Lose 100,000 dollars if you vote. Yeah I thought it was a vote. I thought you said, if I vote, if I bet a hundred dollars, I get 50,000 dollars. If you bet a hundred dollars and a person is voted out, you get 50,000. So I should take the bed anyway, but I would have but okay, but I, I will take the bed anyway because that's those are great odds, but but intellectually, I'm I gonna take the vote, I'm gonna take that bet being a yes, because I think that maybe we'll see some like political Shannon Shenanigans this year. Maybe I'm really, I'm thinking of Disney as an example. You know that Nelson Peltz is gonna jump back into the Disney war and start another proxy, contests, or we've had a very active activist investor. You didn't say that I it couldn't be a company targeted by an activist investor, right? Uncontested election. Oh, this is a contested election. So I'm still saying, yes, I think we're gonna really weird. Like, I'm looking. I'm actually thinking Disney, I think someone's going to get bit at Disney. Probably a woman, a woman's gonna take the fall for this whole Jimmy Kimmel message. Disney. Okay, well let's jump to that bet. I have another, I have another bet because I can jump around here. Dylan Disney's mellaga messino just for people listening. Like, I'm seeing it was the target of Nelson, peltz's vote out campaign and I assess actually sided with Pelts at the time we tracked, the voting record on log in Casino 2023. She got a 922%. Yes, 2024 she got a 63%. Yes, that was the year. Pelts targeted, her and 2025. She got a 98%. Yes. So after pelts lost even though investors largely thought she was not qualified to do the job as director because Pelt said so, 98% of them said she was qualified when pelts didn't say, so because he wasn't there. 2026 vote for Mel laga miseno. The line is 92%. Are you over or under the money, heavy money on the over that she will get more than 92% of the vote? What do you? What? What's your bet? This one again, another easy under for me, I'm just taking all the underdogs. I, yeah, you take it underdogs. I I, okay, correct. Do you know that? I don't know if you know this information. I know for a fact that Maria Mel, as you call her is the is now the longest tenured at 10 years, at 10 years. So she, she's she automatically becomes a Target and she's a woman. She's a perfect Target and and a woman of color. And is she the, she's she's the chairs, the nomination committee? I don't remember this information on the nomination committee. I should have any shareable point, okay? Doesn't matter, she's the Target for. I think there's going to be a fun vote. Hopefully, an uncontested vote at Disney. I think she's gonna take the fall. Interesting, so so following up, you basically, you're, you're, you can parlay a parlay is when you combine two votes, you can parlay will a direct or be voted out of an uncontested election plus 50,000. Yes. With Disney's mellaga, Messina vote total, which basically means you're saying melag abbacino is going to be voted out in the 2026. Oh interesting. Let's do this role and you're getting for for 100 dollars on that. You are getting implied. Like first of all, it's like 100,000 win. Like it's a lot of money, you maybe win, maybe, even the Liberals will will notice and they'll vote out Derek or rice because he was on the target board which got rid of their Dei program. So maybe that would be the choice and he's a black man. So he's another great Target for the anti crowd. So that would have been my choice. Derek or rice is it? Oh Derek. There are a few like d multi flippers, but darker rice in particular, is a d. I flipper over at Target, but all, so has the Disney problems. So, he's got four different boards this year. But as we know the, the anti Dei the ant, the magnet crowd. They target women first. So I think even though the black man, yeah, I'm gonna go with Mel, so. All right. Well, let me follow up the with another vote here. Manual or DraftKings had these kind of bits. I actually would bet on something like this. Highest lowest votes for a director in the US. You track on a regular basis. The vote results in our vote results, table segment, right? Try You know what some of the vote results look like I do right now, the highest vote line is 99.94%. This is a common stock company. There's no dual-class commons.com company. No dual class. Minus one. Share one is the over. Meaning the under is the underdog getting higher than 99.94% is the favorite. Yeah, I got to go with the favorite here. I think it'll be above that number. I think that I think that number is low. I I feel like they'll definitely be I feel like I've seen 99.99 before but I'm gonna go on the over on that. I want to emphasize something to anybody who's listening to the show. Damien said, 99.94% in favor is low is low at a non-contested, US director election. Yes, the director is perfect. The lowest, okay, what the lowest the line right now is 38%? Why is a 38 percent? Because the lowest tens to be well, above 0%. But I think the lowest last year was like 29%, which you know, who that was or what? I can't remember. The right. I'm gonna be pessimistic here. And and the old is is the underdog actually really under is the phone. Interesting. Then I'm gonna go, I'm going over on this one as well over. Oh, so it's gonna be tight. That 38 only gives you 12% window because they have to get voted out less than 50%. Oh well. No I guess they don't have to get voted. I was just the lowest. So, so you're on both overs. Interesting. Oh, I think I think as we've seen the pattern is for shareholders to pay less attention every year. So here's your takeaway. These votes are ridiculous. When 99.94% is not high enough for the highest vote getting, that's ridiculous. Yeah. Can I use another bet? Can you imagine that that 99.94% of all constituents, think that you're doing great. I mean, can you imagine that? What kind of I want to live in that world? What a democracy, what a democracy? I don't even think, I don't see, I don't even think that the, that God's approval rating is that. I really don't. I there are some steps out there, but he's not a director at a public reverse. Yeah, go ahead. Here's here. You don't elect that, though. Well, do you elect Larry Ellison or Mr? Physical it is. All right, here's the next. Bet on the, on the, on the sheet. How many directors will be added inside 30 days after the age of this year, you had this data, I do. So, at 54 us companies, 56 directors were added inside a 30 days, During the 2025 entire year the entire year now. Okay, tell me what is your Universe of companies us companies? All you just all us companies, yeah, large small microchip, small, that's 56 times. At the shareholder democracy was subverted effectively I would never come here without election. Yeah, okay. The majority of times that this is done. It has done through board expansion or on a classified board. That's usually the two situations. They expand the board, like, the day after the AGM and they add a director, or it's a classified board, and they just add a director within 30 days and they put them in a class where they're not up for election. The next year because the classified directors, it has happened where you're added Within 30 days after the AGM ends and you have as many as three years before your first election. So you're almost a three year incumbent by that. So, here's the line. So that last year or this year was 54 us companies, 56 directors, the guest is how many directors added inside, 30 days 56, in 2025, the line is 61 for the 2020 season. Do we have data from any years prior to 2025, we only have 20, 25 data. Know we have data from them and it was less in priority. So is it slowly going up slowly going up? It range from about 30 to 50? Yeah, I mean, I do see this as an increase in Trend. I think companies are going to start to figure out anything. They won anything, get away with. They'll get away with. I'm really eagerly taking the over on this one. Okay. The over is the favorite. It's a very slow. Favorite. I'm still going over. You're taking the over. Yeah, over because I think that we've Easter a beast here. I think that by reporting on this other companies are probably have heard. Are warning is our fault and they're thinking, oh, wait, okay, yeah, we could do this, too. Let's let's slip some directors and right after the meeting. Let's troll. These guys. All right, here's your next bet. The average percentage of women on boards. Oh well, I like this one. All right, what is the data? Here's the data. The most recent data shows a 22% drop in New diverse candidates on boards. Most recently. Okay, that's women and people of color women and people of color 22% drop in New diverse Kansas. This is the last year, meaning of all the board editions in, in the US. And the last year, Compared to Prior Year's 22% less, we're diverse, which suggests are there, two horrible things, which is that a? They don't care anymore. So no one's looking no one's paying attention. It's actually it's it's bad to a point Dei candidates as they call them or their networking notebooks as our they've gotten the last page. They don't know any other women. They don't know when the people. I think it's probably the second one. Okay, the latter bad. Yeah, and you've been pulling down to two you pulled in this show companies that are your calling down to two and it's our refrain for boards. Basically looking to diversify away from women. The current number of women on large cap. U.S, boards is 30%, it is exactly 30% that, okay, as that used to be the mythical goal, right? The 30% number. Yeah, that was the mythical goal. 30% women on boards. How far does the average move in this proxy season? The line actually. So what's our average, what's our average percent going to be at the end of this proxy season? The line right now, is it drops to 28% women on board? That means a lot of women will have left the, the boardroom, right? That means you are combining resignations and board refreshment together and you're saying the board turnover. All the women that leave get replaced by men. Almost the majority of them and there are fewer female candidates put up as part of a refreshment. The under is the heavy favorite, really? Wait a minute? Is that we favorite? Do we know the percentage of women on the boards last year? The year before, do you have that date in front of you? That has been a steady slow creep, it was about 289% of the price. Yes, up to this year. So I don't know if you can do the math in your head, but What's the total amount of women that would have to leave for to drop two percentage points? Do you have that any sense? So, there's about 20,000 us directors, directorships, directorships, total, and of them of the companies in the US is, you know, and I'm asking about large cap companies. So the large cap director's are more like, 9,000, or 4,000 directors. I'm trying to remember now, but we're talking about Actively five to 700 companies, right which on average have about nine-ish to 10 directors. So you are talking about 5,000 ish directors, one of whom at every single company will flip last year, there were about 220 women added to boards which was down from about 240 the prior year as part of the refreshment. So you would need that number to drop to maybe 180 170. This is I'm wrestling with this one because what we don't know so we have we have a full six-month of the horrible, second Trump Administration where we're just seeing all out attack on women and people of color. I wonder if and there are suggestions throughout the news that CEOs and probably board members are secretly upset about some of the moves that the Trump is making but they won't vocalize that. Yeah, I won't talk. So I'm wondering if now they'll decide like well maybe now that we've learned all this, maybe we should stop. It, you know, stop getting rid of women on our board. Stop getting rid of people of color and go back to their ways. I'm I'm like, you know what I'm saying? I'm concerned. I'm like, I'm I you need to know against the fact that investors will vote on these directors and investors include BlackRock, who has been a target of the Trump Administration for being too woke, right? So they might, but they're black rock is not nominated the directors, it's the know. But if they vote out a female director, it also decreases the percentage on boards actually. I think 28% is fair. I, I'm gonna be blind makers, know what they're doing. I'm gonna be My heart is telling me something from my brain. I'm gonna be I'm gonna be slightly optimistic here and go with the over. Oh wow you're getting good odds on the over though. I mean plus 200 is the over. Yeah. And plus 200 the implied odds are actually. It's 33% to win so 66% of the time, you lose and 33%. I I'm hoping that a good percentage of the Cowardly CEOs who are kind of upset the direction that Trump is taking our country. Will then tested lie. Okay. Nominating more women, and people of color as a way of kind of fighting this anti-e. I tried that's just my weird way of looking at this. So I'm gonna go with the over All right, well, let's move on to our next bet. Then you got the over on that one. The next bet. And I might have to cut some bets here because I didn't realize this would be. So I'm too into it. So engaged, I could go quick. I could go more quickly but it's up to you here's the next. Bet will any shareholders remember That ISS suggested to withhold or vote against Brookdale Brookdale. Senior Living director Lee will Lansky know. I don't, you know, if you remember because in our show we covered it. I SS recommended with hold vote on the long tenure at Brookdale Senior Living and it contested election. This is the same thing that happened with Disney. There was a contested election of Brookdale, Senior Living and activist a nominated. A number of directors and said, vote against Lee willinsky and Victoria free. Willinsky is a chair of the investment committee Victoria free chair of the nominating committee. Both of them had a long tenure. This is what I assess said, quote given the 10 year and positions of wilansky and freed, they are arguably the most culpable among incumbent directors for the current state of affairs. That's iss's. Quote. 2024 will answer key got 99.6% votes in favor. Freed got 98.8%. In 2025, in the contested election. Wilansky got 61.5% in favor and freed got 63% 2026 this year. They are going to come back up for a vote. They are still in the board, the line currently suggests that investors totally forget the names of wilansky and freed when Lansky's line is set at 98-minute 97% in favor. This means the ISS will also not recommend is that will also forget. That's exactly, that's what this weighs. That's what, that's what this hinges on. No, that's what hinges on and it's nearly 50/50 lines. The slight favorite here is Lansky under the site. Favorite here is freed over that's pretty high, you're 98% and 97% now here's what I'm worried about is the I can see that their stock price is sort of corrected itself in 2025. It's kind of steadily going up, which means I think ISS will stop paying attention. Probably. Well, there's no activists involved either know activists, right? Because I'm saying that the stock price has corrected itself. So I assess will also forget everyone's gonna forget, so I'm gonna go, yeah, I'll go with the over, I think on both of them. Wow, over and over 98%, really? Yes, I think this is the funniest one to kind of take the over because it does show that the the sort of the the inactive brains of most shareholders, right? I mean, wow. That's unless one of them fails attendance, which can definitely not, they're definitely going under, They're Not Gonna Fill attendance. All right. Good, good one. All right, let's get to something. Let's get to some meaty things because we're gonna get outside of some directors. We're gonna get into some proposals and things like that. First of all, we have to talk musk's pay package. Oh, We don't have to but go ahead. Well, we already covered it in a, and one of the last proxy countdown we did, but we've covered in our other podcast. Business pants. Me calling it. A pay package, kind of under is an understatement of what it really is, but go ahead. Yeah, let's just, well, let's see, be clear. The, the new PayPal package is a vote to give Elon Musk and extra million dollars. If he hits all of the same million you have the wrong or trillion. Sorry yes not even a billion. It's all the goals without any extra pay at all. He is a 1.7 trillionaire. 1.7 trillion dollars. This is net worth. If he? Gets the payback package and hits all the goals. He gets an extra trillion he's worth 2.7 trillion dollars. So this is a vote not to make him a trillionaire or its to make him an extra trillionaire. You're saying horrible things I mean, frankly who gets out of bed for less than 700 billion anymore, isn't this? America here is the 2018 vote results on his Paypal package. That is go would make him a trillionaire. If it's these goals the 2818 vote results that got thrown out by the Delaware Court, but reinstated by investors again. 73% in favor. 73% in favor. 2025 the new PayPal package, the line is set at 84% in favor because we're in a magical world. Now, with heavy action on the under Yeah. So the favorite is the under favorite under. Oh okay interesting. You know I'm actually really. Okay. I I'm going to be weirdly optimistic here in mostly as a, Hail Mary prayer, that Americans have not lost their way here. And I'm going to say, I'm looking at Vanguard and BlackRock who control roughly 13% of the vote. I'm gonna, I'm gonna Bank on them, making the right move and voting against this atrocious pay package. So if they both vote Noah that's 13. That means we get already down to 87%. I think they'll be enough to get that on enough lingering. Retail investors to get that under the 84. So I'm gonna go under I'm going under. Well, just so you know, like if you include BlackRock and Vanguard, there are, there are about nine asset managers and insiders own 69, 64% of the votes required to pass it. Well, I'm hoping some of them are good Christians, and they'll know that this isn't a little listen to their Pope. And they'll say, this is a publicly, this is abhorrent that despite the fact that we think that this this man Elon is worth a lot of money. This is just a line too far, and I think I'm praying. I'm hoping that they'll say, no. So I'm gonna go under, I'm going under. Let me ask you something. Yeah, set your own, Line. Where do you think? The vote lands? It was 73% in 2018, but now we're in a we're now we're in this aggressive Maga, bro. Snowflake victimhood. Where we think that, you know, if any anyone says no to them they they call them they're a victim. Yeah, it's been a persecution. But and again, we're people like Jeffrey sonnenfeld telling us that that big CEOs are secretly upset at Trump. So, maybe there's some Groundswell going the other direction. I'm gonna put it at 73%. I'm gonna go right back to 73%. So you still think it passes. Oh, definitely. Of course. So it's definitely a pass. It's just 84 line 734. Yeah, interesting. That's an interesting bet. All right, you got you got legs for a couple more. It's up to you, your managing this show. Now let's do over under highest number of shareholder proposals. Oh, God. All right, just so I'll just, I'm just gonna give you a couple of lines here, because I, the lines are out for a number of big companies, 2025 alphabet clocked in, with the highest number of shareholder proposals, they had 13 proposals in 20 for that. I had nine Amazon at 8 Walmart in Berkshire. Hathaway had seven each and that was the that was your rounding out your top five. this year, the line for alphabet is actually dropped from 13 to 8, know over Oh, your heart over. All right, let's go fast. Let's do a speed. Round Meta Meta was nine. It said at 5 over. Over Cheryl the proposals. Yeah. All right. Well, the tech we do, we see the, we see a lot of these tech companies, but now it has the guidance, change the anti-walker involved, the anti issue car, they have a lot of stupid proposals. I like to throw out there Amazon was eight last year. Now nine when it you're under an Amazon interest. I think I think people are like slowly forgetting about Amazon almost becoming like Microsoft. It's like the old fashioned bully. Walmart talks about. Yeah, four down from seven. Oh Walmart, nobody talks about Walmart anymore. It's Walmart, Walmart used to be like a boogeyman for her, right? Because Target is the big that's a good one. Target's not even on the board. I feel like he hit it right with four but I'll go over because I think maybe it'll be five. Yeah, that's where the action is the actions on the over. Here's, here's a wildcard for you. Disney. Now we're talking. I want to talk about Disney and Exxon. Yeah. Disney Disney currently set at nine? Wow. What would, you know what it was last year? Disney last year, I can look it up while you think about it. I don't I don't have that. I mean I don't think we usually see so many media companies but this is a this is a very special Media Company because now the the left and the right seem to hate it. And there's a lot of time. Another Factor here. That's that's not built into the line that it's hard to like see is the amount of time you have to apply put in a file a proposal right. You have to file them and there's going to be so much anti-wolf play here now because they're so pissed that Kim will still around, of course, things could change. I'm not going to get to it fast enough. I can't find the file. Yeah, last year. Disney had To know if I'm gonna place a bet on this, I have to know the information. Last year. Disney had only three proposals. I got to go on under nine. I'm just seems absurd. But I like where you're going there, it's definitely gonna be way over three. I know that. All right, so you're going with the under? Yeah. But I like what you're saying I mean the under is it is a It is a underdog. What about Exxon, do you have exit on this list? I do have X on this list to Exxon the over under is one. Oh see Vegas is, they're teasing me. Right? I was hoping you guys higher than that because I know I would win that bet. You know it, go under. This is perfect line. This is like the Patriots like, boating on the Patriots used to be difficult this way. In fact, the heavy action is on the under and predicting the second year in a row for zero shows why I wanted to vote on Exxon because I am 95% sure it's gonna be 0 and and so I was hoping that that you were set the line like pretty high. So I knew I'd be under because but I got to go zero, I putting all my money on zero has to be. Wow. Okay. With the heavy action, you're staying with the family. I think Darren Woods would be ashamed if he left. One of the leftist and Tifa shareholders, put a disgusting capitalist, breaking Sheriff proposal up on his beloved company. I think you'd be ashamed. Well, here's he's sues his shareholders, Matt. Well, that's the interesting question here in 2024 on the 2024 proxy Chevron, who didn't sue their shareholders? Got four proposals and the line for Chevron this year is all so for. Yeah. I'm going under on that one under on Chevron. All right I think this is because I think we're anyone headquartered in Texas and you want an oil in general? This is the year for them to exclude everyone. I you know because it's just again they have been they have been making this case. Now for, for years, that Cheryl Burleson's, shareholders themselves are ruining capitalism. So I think they're going to do everything they can to get to exclude these proposals. Well I but I'm also like in to the line here is the idea that the sombreros will get excluded, but the anti woke ones, may actually have a better chance of getting Through now, right? Like so maybe know that 40% of the show me last year were anti woke related. I think they hate those too because it because I think Darren Woods is is true enough to understand that an anti-world proposal still ESG? It's all ESG. Well, who's our game final vote on this section? Who's your vote for the most shareholder? Proposals this coming season, my instinct tells me Meta. Really meta you're getting plus 450. For the most, I'm going back. The favorite right now is actually Disney and Amazon will be a tech company. If only it could be open AI but they don't trade I met a See how many this? How many does Tesla have this year? Quite a few. They have a few. Yeah they have a few but well you're talking um they have a few but really like Tesla's votes gonna come before the season really starts. So they're kind of like it's like pre-season almost for them. But it's a good barometer. They have eight. I think is still that person that the left and right like to hate so. You're staying, uh, that's a double down. That's a your bedding. The over on meta and really the better bet, then is to bet them for the most because you're getting plus 450. I most I think because I think alphabet they they got out of their antitrust suit. The doj is kind of forgotten about them. I think people might forget about alphabet a bit a bit, I think meta. I think it's gonna be meta. Well, let's move on to winningest proponents. Okay, okay. Last year, the average vote getting by proponent was as follows activist investors. Of course, this is they got 23% on average because we love billionaires, but I'm not talking about, I'm talking about activist shareholder. Proposals, not director votes, just shareholder polls that activists put up. So like being activists, like, like in order to, you know, for an Cora. But with Norfolk Southern right order, did you do something they had to change the bylaws. So it would be things like that. Anti-walk investors, the average vote getting last year was 2.2% seems high. For them. But they, you know what, they they slipped in a few that seemed like normal people. Right? What were what we noticed last year was the anti-walk proponents typically are a couple, a handful of Boyer research, National legal policy, Center, a couple of these groups. They were slipping and proposals about like give us a report on AI and the risk to Children, right? Like really like easy things. Like don't stab anyone was, you know, like they had really and they would get like 10% of the vote or 7% of the vote and brings up their overall average. So there's some skew their asset owners, / Pension funds, this is like the nicer puts in the occasional. They got 11.9% on average. The woke proponents these like yes. She proponents as you so's the the they got average 10% right governance. Proponents 29% accuracy. That's Ricky. It's Kevin and it's it's Kenneth Steiner. They they actually do really, really well with investors and the religious got 10 points. What are you asking me? Who you got for the average is this year. Okay. Activists, the line is set at 29%. Oh over or under, I'll go. Under. I think that's a smart bet. I'm not sure we're gonna see a lot of activists asking for like bylaw changes this year anti-woke. Unfortunately sent unfortunately growth, I hate to say this, but I think these are gonna go steadily up every year. And now that we have this, this weird like, post Kirk You know, moment. I think there's going to be a lot more proposals, they're going to be angry at everyone, they're gonna blame it any Corporation, they can for killing their their hateful man. I and I think they're going to somehow convince more retail investors to vote. I just think it's gonna go up. I just think it's gonna go over over over over 3%. That's a lot of 2.2 to 3. I thought was jumping asset. Owners Pension funds 9% over. No, I don't see why that would decrease. The woke. Investors drops down to 7%. Really. Yes, the, the line probably suggesting here. We're going to see a massive drop in interest. I don't over, oh, you're the over. Well, the, the actions on the over. So, you're with the action governance is set at 40%, you know, average. This is like, the way like rich people get into heaven, right? They they vote. Yes. On governance, proposals, but nothing else. And it makes them feel like they're doing something good. Like they can pretend like that's very philosophical. But forties of is a is a lot that's too far. You're going too far, that's crazy. You're going with the under under. Yeah, because we just had A couple of we had one this week, I don't remember which company it was from heaven and Magee one of the government's people and they only got 13%. So I'm I actually I actually would have said coal mine. I actually think that might be under 29% this year that but wow, so I'm actually putting a lot of money in under there. What else you have religious set of 10% again? I over. Yo, you're up on the nuns, the pope. We got an American Pope. Maybe, we'll listen to this Pope. We mentioned John travin. The next bet is Chevette and total shareholder proposals last year was 27. He's the line is set at 3 over 2 over, you're going over with the number pulls that get accepted. That's all the anti-magic crowd is. They're just gonna, they're just gonna go, okay, I want to go Hog Wild. They just anywhere they can, they want to do stuff. Wow, so, but that, that he has to get it through the SEC, right? Like the actions actually on the under the seven ends, okay? Because I think the SEC and I think that the anti proposal people, they're too dumb to kind of understand what he's doing, and they just think it's, it's nothing and they let him go, they let him up there, okay? Here's your last bet. Go ahead. Number of non-governance. Proponent, yeah. Proposals that will win. Oh Divide is greater than 50% of the vote. We had no winners last year. 2025 zero wins for non-governance proposal. The line is set at one with heavy action on the on the heavy favorite is the under. Yeah, you got heavy. It's gonna be zero again, the implied odds here are 97% under. They're going to get 0 9 7% chance of zero. Just because just because the action on the under I oh over so I had to have two, I have to go. I had to get two. You have to get two a once a push, though? I get my money once a push you get your money go over I'm going over. I actually think the answer is one, so I'll take. All right, it's a perfect line. I'll take, I'll take a risk. It's a perfect line, so I want to just let you and that's the end of the bets. I want to let you some bets that weren't on the board that included the male CEO to female CEO tenure ratio. It's a weird wonky one, but, like a crazy. One of the things that came out just recently, over the summer, was that CEO? Tenure for males is actually in 2023 was two years for for every one year of female CEO tenure. So men, get twice as long as women that dropped in 2024 to 1.721 because women often take over companies that are a mess and then 18 months later, like wait, you haven't cleaned up our mess yet. Get out of here. You've. That's right. Then they vote them out. So the 10 year ratio was interesting to me, there was CEO resignations or firing the they've been actually up 2023. He was 52. 2024 is 58, but the I expect a big drop. I actually think CEOs are gonna stick around because this is the best time to make money. You're never gonna get another opportunity like this to pay yourself a special golden pass, right? We're seeing so many stupid special retention Awards, and we're going through a job hugging phase where people are not leaving their jobs. You're right. I agree with you. I think it's gonna be. I think they're gonna stick around more. I, I saw a number of times ISS and glass Lewis would change their vote recommendations because of an activist. That's like every day. Yeah, that seems like 100% of them but there's no line on that right now. And then there was a there was a question, who's the next Jim mcritchie or John's stop? Yeah. Well because they have. Okay. Do they have Netflix babies? Is there a David Ellison? Micky is there like a Is there a kid mcritchie or a kid Shepherd? That's all I got for what I saw on the board. Those are the big Betsy Junior, John the third object. I thought this was a fun exercise. I enjoyed that. I feel like we should do this attractive though. I want to see if I'm a winner of track your bets. Maybe you win some money and call DraftKings, because they need this because this stuff actually matters. Do I want to vote on like a college football game and Utah know? I mean, come on. What are we doing here? You make my brain wrong. What's going on, some important stuff? This is what like the Futures Market. The prediction markets. Do. Come on, let's do it. That's the proxy countdown for the week of September 22nd 2025. 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