Transcript
This is proxy countdown. Welcome to the Big Show. We're back at it for the week of September 8th 2025 alongside my tag team partner. Matt mascardi, I'm Damien Wallace on today's countdown. Parker Hannifin gets impatient. Broadcom CEO, hock tan gets into Funny Money land. A strangely Kumbaya proposal at U-Haul, even more proof. That shareholder proposals are not destroying capitalism and I'm a big vote. Matt talks Tesla and Lex Luthor's of seeing paper. Let's start off with our top stories. So I've been tracking stories since August 23rd. We're kind of inching our way back into, I wouldn't call this a proxy season but I don't know what we call yet. I don't even know why we're starting the show now, but we're doing it. So I've been tracking 8 KS I covered 88. K's the bulk of these 8K is actually are ano transitions. Just just like regular Executives just a lot of CFOs leave but we have 28 director transitions. What's notable is that we have 21 new directors and I will say that only four of them are women. I don't know if that's an important Trend. I don't know if that's just a blip but again I'm looking at the basically the top 500, top 600, largest US companies by market cap. But I wanted to highlight some of these new directors at Jack Henry and Associates. Greg adelson's, been added to the board. Why? This is strange is that he's actually been CEO since July 2 0, But the former CEO was running the board and he was staying on his executive chair. But now they're adding the CEOs kind of unusual, right? And we don't see this very often. I don't, I don't know if it was running without the CEO on the board. Does not prove, you don't need the seat, you don't need the CEO and you do Wonder they'll never tell you. But you wonder why Jack Henry, all of a sudden wants him on there at ATI. Inc, they're pointing to women. Elizabeth Lund and Jean lied and Rogers. But the odd thing about this, it's a classified board. Gene light in Rogers. She won't be up for a vote until 2028. Doesn't that seem pretty close to 25 at this point? Yeah, she's a pointed now and now vote first is, does math? Three years credible, right? He's doesn't even seem like shareholder democracy at docu sign. Kind of the same thing. Mike Rosenbaum has been out of the board. Nova on him until 2027. How about this one up? Parker Hannaford. They elected Beth Wozniak to the board, but the the annual meeting is next month. That they just they couldn't wait they couldn't wait a meeting just by devoted. Why? Not? Just hit pause. Let the shareholders have an initial say on Beth that she's gonna get voted anyway, but you never know. Right. But no, they have to like these, they have to slipper onto the board for some just at least her Pro rat up. Hey, we'll be very, very small. and then it's in Korra know, these stories are really that massive, but at Sin Cora there's a pretty big Power shift As the okay. So, Mark, Durk, and he started off as a director in 2015. He became the lead director in 2023 and now he's a chair as the former CEO, an executive chair stepping down, Steve and call us so I don't know. It does make you think that lead directors are, maybe not so independent and they're pretty damn powerful, right? I just so I did an analysis that I'll probably actually run out when we do a proxy season preview next week about lead co-dependent directors. It's all the director, the lead independent director is that have been with the CEO, or the existing chair. CEO chair combination for at least 10 years. I'm just, I think we just need to start referring to them as what they are, which is lead co-dependent directors. And finally in the 88. So I looked at 8 K's, for those of you new to the show or new to this world, really 8K is where the companies file, all their news events and we look at item, five point zero two, we really get nerdy here. To see where the what's happening, the new directors, new pay announcements. So out of the 80 there were 16 pay announcements. Five of them are pretty boring, but 11 of them were actually quite significant. We're now, we're now in the age of like, dropping huge amounts of money on Executives, and they're kind of being slipped into ak's that this age. That's, well, I feel like it's picking up. So, I feel like some of our hunch is turned out to be true. But, but, so we got two golden parachutes announced three, retention Awards, 7, golden hellos. I want to give you the notable one. Let's start at broadcom. Where CEO hock tan is getting a retention award. Now, he already owned approximately 700 million dollars of companies stock, but now they're giving him a new award. Based on AI Revenue, whatever the hell that is, AI Revenue targets. It. And He can get hit, the target award is 220 million dollars. He can get up to 660 million dollars of more stock if he just hits one AI Revenue Target. How about that? One. Just work it. I guess they really want him to stick around. They really want him to sell. What's he going guys, stuff? What is he going, anywhere? First of all, it's not going anywhere. Second of all I I would think that any CEO abroad come would really, have sort of the same ability to sell things related to AI. Because I don't think that the, if the CEO goes, their AI ability goes away. But, you know, that's what's going on at broadcom cue. How about this one? This is even more proof of how important these lead directors really are. They are. Promoting lead director, inder Singh lead independent director to the positions of CFO and CEO. So he's he's making the jump from lead independent director to CFO and CEO, which really makes me think that there were wondering like where can we find someone who really knows a lot about this company, who's basically on the inside and they found him on the board again, which it's not proof, but it does suggest that these people are really not. So independent. And, and on top of that, they're giving their leader in their lead directors, 25 million dollar package, 25 million dollars. You know what's actually fascinating about? That is don't. First of all, what you pointed out that the lead independent director becomes an Insider because effectively they're already in insiders exactly saying. But but second of all the, the inside a role that the inside, the lead, independent director is worth bringing in. Its subordinate to the CEO isn't the lead independent director on the board the CEOs boss. Right? Like to see Yo he's usually the chair and leading independent directors. Supposed to be the shareholder representative, who's the boss of the CEO chair combination. This is clearly indicating They're not the boss. They're they're literally a step below the CEO. Who's on now? We're just admitting the fact, the lead invent directors are sort of pointless at snowflake. The new CFO. Brian Robbins is getting a golden Halo package worth about 31 million dollars. And finally, how about this Oddity at Waste Management? I don't feel like we ever see this. I don't even think they ever talk about Chief sustainability officers, especially a woman, Tara hemmer. Is getting a 2.1 million dollar retention. Bonus. A chief? Yeah. They really like Tara Hammer. Wow. Good for Tara. Yeah. Some good news. She's doing some good sustainability thing. Not much to report in proxy cage matches. I know there's some things going around Elliot Elliot investment. Elliott management has Elliott taking a big stake and Pepsi. I don't remember who it is, but someone's taking a big stick in Comerica, they're trying to break up Comerica, but there's not much to report on that. So let's move over to our vote results table. Not a lot of vote, but let me highlight the ones that are interesting. Let's start with this very interesting Kumbaya proposal, I'm calling it at U-Haul. So, back in 2009, I saw this is all this the company created a proposal that I'll quote it, that they're going to vote on annually to support the U-Haul board of directors and executive officers on their decisions for these time periods and that they affirm that the companies headed in a positive direction, due to their leadership and guidance. Basically there, they asked yours every year to say, do you like us? Like, do you like what we're doing? Are we on the right track? That's Middle School. Note that you put in the locker? Do you like me, right? Yes, which I'm not totally opposed to I I'm kind of liking it because of its Oddity. But here's another telling part of this at U-Haul, only 74% do like their board and management and the direction of the company that that's a pretty telling percentage, except I don't know where you go from there. Like what? Like, it's clearly not a binding vote. I don't really know what it means but I again, I kind of like it. I don't know. I'm, I'm confused about this one in America. We don't see this often in Europe. You see votes where you kind of you vote on the whole, right? The years efforts of the board, you're kind of giving it a big rubber stamp, but I don't know about this one. Well, the thing that's interesting about it. First of all, I know this was part of like post-bankruptcy okay, like consolidation makes sense in like the early 2000s or mid 2000s, you all go, bankrupt isn't like the only place to get a hard drive. Imagine. Yeah. But what's interesting about it is actually while you have a vote result that's like 74% of shares voted Uh, check the, I like you box on the Note, right? You're okay with me. Um, 91% the lowest vote getting director, got 91% of all. So yeah, suggesting that what are we doing? I know and I think that's actually a pretty big problem. I like honestly like that. That those ideas are not connected that, that people are not paying attention in that way. Is odd to me, right? I mean 20, if 26% of shares don't like the directors. Wouldn't that suggest? That 26% of shares should vote against? They don't actors mad. They don't like their. They don't like the directors. They don't like to decisions. They're making, they don't think the companies headed in a positive direction due to their leadership. That's fairly significant. That's fairly significant. Yeah. But again, I would like to see this everywhere the other things other votes not. So interesting, rocket lab. There's two classified boards. One aren't rocket lab. Lead, independent, director Merlene, Saint Hill 18% votes against. But again, this is why I hate classified boards. Like we we can't get a full picture of of who they're angry at why they're angry also 20% against pay, which is pretty high and really the same thing RBC bearings. Another classified board audit committee chair Edward, Stuart gets 23, vote 23%, against pay gets about 20% again. So, whatever. I wonder if you're in a classified board, when you're up for election, you're just like it's my turn to get 20% vote against or I would think you'd be a little extra anxious that year too. Right. Because you get the coast for the next two years after that next three years, right? I mean, yeah, billed up. It builds up suspense for one year and then two and a half years. You basically don't think, oh, I could think about is, when you had to give a class presentations and like, seventh grade, and they finally you finally call your name, you finally get out there, you do it. And you give your 20 minute presentation. And then, when you sit down, it's like everything is gravy like like Nothing matters. It's the feeling of bliss. You are done and it feels beautiful. Yeah. And well you if you knew like these directors know that there was a 0.2% chance that they would get an F or like then I didn't know that student. Yeah. Yeah. And finally, at Casey's General Stores, a company that I don't, I don't know why, but we've been talking about recently, at least off-air 99% of the vote. Yes, for direction, average of 99% support. A Casey's General Store. Well, they didn't have a vote there. That said, do you like us? They just had the vote for the directors. So, it's hard to know. And then before I handed over to you, Matt, I looked at some of the upcoming, some of the large cap upcoming meetings for next week. If anyone is interested in to my point earlier about whether our our Cheryl proposals destroying her capitalism, I think this will answer. No. Smith & Wesson has a vote. There are no Shirley proposals AAR. Core puzzle. No Charlotte proposals Korn Ferry. None ConAgra Brands. It's a big company. A lot going on there. They don't have any shareholder proposals. And finally out take two interactive software. Nothing, no proposals. The only one was Darden Restaurants. Only one disclose measurable targets for reducing its greenhouse gas emissions from the Humane Society of the United States. I guess this is the type of proposal that according to the the house the US House is now deliberating over. This, thanks is destroying America. This one from the Humane Society. Well I for one I'm excited to get a 15% for vote in lose, but celebrate 15 is actually an overstatement of what that vote will. I'm just excited for that. Yeah that's it. That's the big boy. I'm gonna hand over to Matt. What do you what are you covering today? So today we got to talk about Tesla. Oh boy. Um Tesla's. Proxycare the pre proxy came out. Not even the proxy proxy. The pre proxy, which took about what 18 months. How long does that were laid on it like and no one cares. In fact, the only recourse it has, if you, if your company within 13 months, you have to basically every state has the same Rule and all the listing agents have the same role without within 13 months. You're supposed to hold your annual meeting. If you're a shareholder and a company hasn't held their annual meeting. You can yell at the company, you can sue them. And the result of the lawsuit is they have to hold the annual meeting. That's it. There's no other recourse except getting them to hold it. So this, I think it's like 16 or 17 months in the making they put out their proxy, the pre-pro proxy, they're meeting is happening in early November, so we still have time on it. But this plant this, this proxy has It is a 300 and 330 page proxy. Well, there is so much in this that they are jamming down, shareholder's throats well, and so much to to figure out that I thought we'd actually start to chip away at it here. Okay, go ahead before you get to it, there were suggestions that the know no joke, there's not a joke, but there were suggestions that the one of the primary reasons, why the proxy was so incredibly late, which is Doesn't happen. It's highly unusual. Is that? Elon Musk was discussing his pay package with the board. They were trying it, right? They were trying to write the pay package. The reason why it was late, the speculation is and is he was so involved. In Doge, in other things that makes more sense that he wasn't available to discuss his new pay package. So they basically put off the annual meeting because they wanted the CEO to choose his own pay is really how this came out. So what he got to say, all right, so first overall look, everything's going to go to according to Tesla's plan, the shareholder proposals that management doesn't like will almost entirely fail musk owns. This is a good reminder, must go into 20% of the shares to and he can vote. I should say, he owns 13% of the shares and the rest of the shares. He can vote because there is the Delaware pay claw back and then the repay from earlier this year. And it's it's a mess but he gets to vote those shares. Super majority voting up for a vote. Again, it failed in 2022 by getting 63% of the vote. And this year, I expect there will fail again, probably at 65% of the vote. It needs 66.7% to pass, changing from supermajority to majority voting. And I think the biggest story of this year is this is another company where women on are on cleanup Duty for the second time. In two years, there's a two woman special committee with Robyn denholm and Kathleen. Wilson Thompson, This time, they alone had to deal with Elon Musk and his upcoming 2025, his future pay package, and only because they couldn't find anyone really independent to be on this committee. Although, the idea that Robin Denham is independent is Ludacris the idea that Kathleen Wilson, Thompson is independent, is also Ludacris. She's the closest thing to Independent on this board but we'll get to why she's not independent at all. Sure. But Robyn denholm has made three quarters of a billion dollars off of Elon musk's. There's no way, and she's been on this board since 2018. There's no way that she's independent. So, most of what's the guts of this proxy are just pay. There's two major pay proposals on here. And actually, I'm going to bring in Lipton and Mike Levin to discuss parts of it clips from their show shelter. Primacy, you don't listen to that show. He's sitting coming in to your office. No, no, no. I Close my door, the office. I don't let anybody in but they're gonna listen to clips from shareholder Primacy where and in particular goes pretty deep into the two pay package proposals. We'll get to that one second, but this is effectively, musk is looking to get paid and it's the same kind of setup as his entire package 1288. Incredible performance. You know, is what they're looking for, which to me is just a gas light, but let's start with directors. There are three directors up for vote because it is classified board. The directors up for vote are IRA and Ryan's been on the board since 2007. He's the comp chair of the Nom chair. And he wasn't on the special committee as the comp chair. In fact, having a compensation committee is a joke at this company. Well, because independent, they're supposed to be three independent members on the board, when one of the directors has to recuse themselves from the comp committee because the comp chair has to effectively recuse himself from making comp decisions about the CEO. Doesn't make any sense because he's, he's independent according to listing rules, but not independent, according to any other standards charade, I mean, right? That's a joke, it's a problem, right? Musk. Like join the board of Tesla bought the company, join the board of Tesla in 2006. A rent was an early investor. In fact, he's a Mustang on. He's invested, he him individually, I just company is invested in SpaceX test, La xai, the boring company, which no one's invested in and Solar City. The only thing he hasn't invested on their website is neuralink, he is there's no way I remember him. Says no to Elon this is so this is a controlled company and the the filing should state it as such that this. Yes. Correct. It should qualify as a control company. Meaning that the Elon Musk controls the company and the level of influence he has over. These directors is like incredible. Another director up for vote is Joe gabbia. Joe Gabby, a 2012. He joined the board. He's on the audit committee. He's part of Doge. He was brought in by must. He's the co-founder of Airbnb. In fact, Airbnb asked like, had to distance themselves from Joe Gabby because of his, his politics is Valdez but he's widely cited in the media as a quote, close friend of elon's this. This was I pulled this because I thought that this is fascinating. Joe Gabby is only, he's a young dude. He's he's our age, he's not that far from remove from college. She went to the Rhode Island School of Design. Sorry. Your residue here is a quote. I'm going to read this in full because I just think it's so funny. Okay, I'm from The New Yorker covering Joe gabbia when he joined Doge quote, but Gabby is most lasting contribution to risdee may have been Reviving the school's defunct basketball team the balls that they were not possible, team is notable. Yeah, go ahead. Yeah, that's that's already a funny. They were not the only provocatively named team on campus. Rizz D Athletics, also included the nads, the sacks and the jugs, okay? But drumming up, enthusiasm for the Enterprise wasn't easy, it presented, one of the world's greatest marketing challenges Gabby, a told the hosts of the clever podcast in 2017, how do you get art students to a sporting event on a Friday night? His roommate, the future Airbnb. CEO, Brian, chesky helped, devised a solution. A 7 foot tall, anthropomorphic penis, mascot named scrotie. Oh, These are the two men who are running Airbnb, who founded Airbnb and he is now on the board of one of the most valuable companies in the world. You mean the company Airbnb? That most of the world's cities are angry about because of how they think that real estate market has been affected. Let me add Joe gabbia was just hired by the government. Are you ready for bizarre title? As its first US Chief design officer tasked with overhauling 26,000 Federal websites Joe, get penis paper, mache penis, man, Joe Gabriel. He said he wants the government website to feel more like the Apple store. That's what he said. He wants us to feel like a dorm room, boys, dorm room at a private high school but these are your fiduciaries, right? Like, this is who got added to your board. You have a right to vote on this person. Now he's a close friend of musk. He created. The mascot scrotie and he basically got asked to shut up on the Airbnb board but he's here making decisions for you. So you're saying that these three are up for vote this year. Those two the third is Kathleen, Wilson Thompson, okay? On the special committee. She was the head of HR, Walgreens. And let's say, remind you Walgreens has the greatest HR problem of all HR problems where the executive chair of Walgreens is married to the CEO of walls, right? Like which are no no in general, the executive chair does not need to be there except it's the final does not need to be there. Let's not forget those Stefano Pacino, control, he does control that company and it's his. He if he wants to marry the CEO that's up to him, right? So this is a woman who's used to some level of control obviously, because it's almost the exact same situation piscina his ownership of Walgreens and musk's ownership of Tesla. But Wilson Thompson was actually on the board of Vulcan Materials with Elaine. Chao. Elaine Chao was Mitch McConnell's wife. She was tapped as the Secretary of Transportation. So musk in His Infinite, Wisdom meets a woman who sits on a board with the Secretary of Transportation. Unless that reminds you that Tesla is Is a transportation company has been in multiple arguments with the Department of Transportation in the US because of the cars and the issues with the cars. James Murdoch also on the board of Vulcan so Kathleen. Wilson director, a Tesla director Kathleen. Wilson Thompson did not come to this board. Green to who Elon Musk is she was not like, chosen in some meritocracy. She was a known entity with connections to somebody that must wanted to influence in the Secretary of Transportation. So those are your three directors up for vote. I will say this about James Murdoch. Too. Is a I don't even know. Is he incentivized anymore? Even pay attention. He just got. He is part of the the fox. Empire bias succession by out. He's getting 1.1 billion dollars to stay away from Lachlan and so he has another he has an extra 1.1 billion is this he even need to pay attention to what's going on to see. Does he even care? I don't even know. He's just the multiple share a little holder proposals and the proposal from Tesla itself to get rid of the supermajority voting and declassify the board. But you do not get a vote on James Murdoch this year. So like but not one of these directors, including the one who is supposed to be the most independent. Not one of them isn't obviously fragrantly in the bag, from us, like its flagrant how non-independent support is. It's why the Delaware courts throughout the pay. The first time I say, I'm glad you you talked about Kathleen Wilson because she's always had the appearance of being the one, that was maybe independent from Elon Musk like, right? No. She was the only one that was maybe. Okay. And she, and she's also made a tremendous amount of money off a Tesco testlet, during the meme stock craze and 2020, but where all these directors basically became, you know, 100 millionaires each So when it comes to directors, the, this is an easy vote, you won't know on everybody. There's no reason why a single one of these people actually represents your fiduciary interests over musks. How much do we need to coddle the CEO in order to get them to do? Their job, does everyone around the CEO need to be their best friend and you need to pay them a trillion dollars which gets us to pay. Okay, so there are two big pay items, two there too. The first so in all this, they basically announced that they were going to give musk a whole bunch of shares to make up for Delaware. And if Delaware was voted down if effectively, they like it came out that Delaware. Yeah, that got tossed and must gets his, his shares back. They would cancel the new shares they gave him. Or if Delaware is upheld, they'll give him the same shares through the, through the shares that they gave him in. August those share, that they gave him in August, in order to avoid a vote from NASDAQ, they actually had to use the employee share plan, but I'm going to let and Lipton and Mike Levin. Actually explain it here because they're going to do a better job than I will at explaining it. So here's an in mic. This takes us to the, what I think at the meeting is going to be the main event, which is the two proposals pertaining to musk's comb. Yeah. And now no one of them. Immense the earlier, pay plan and the other ones new, let's talk about this, right? Yeah. We talked about this in our previous when we talked about the Tesla thing, like our last Tesla. Probably we talked about this. So yeah, remember, so what happened was they had in 2018. They gave him this big, massive Grant, the one that Delaware, rescinded, 2019, they created a new employee Compensation Plan, a normal one, that would just give stock to employees. You know, as part of their compensation that explicitly said, they didn't expect it to apply to Elon Musk. The reason, it wouldn't apply to Elon Musk was because he had just gotten the 2001 and the year before, right? And there were some maximum amount that they could go out under the 2019 plan. Now that 2019 plan had to be approved by shareholders in 2019 and the reason it Had to be approved by shareholders was, even though normally compensation decisions are as poor decisions, you don't need shareholder approval, it actually legally needed shareholder approval because the NASDAQ has a requirement that any comp plans that include Equity have to be approved by shareholders. So they had it approved by shareholders in 2019 fast forward to 2025. They decide they want to make sure that Elon Musk gets his pay back. If the Delaware Supreme Court agrees with McCormick that it should be rescinded, right? So they lose if they lose on if they lose their case. Exactly. So they decide. So they they decide what Elon Musk shares under the 2019 plan, because that way, it doesn't need to shareholder vote because the 2019 plan was already approved by Sharon holders in 2019. So they could avoid a shareholder vote by saying, oh, this isn't a new Equity plan. This is the old plan. We're just using it for Elon Musk even though. It was used for 11:00 and they handed him 96 million shares in August. And one of the things we said about it was because they used the pre-existing plan, they didn't have to get a vote under NASDAQ rules and they don't need to worry about anything to do with like fiduciary lawsuits in Texas, because right there. So he gets 96 million shares. Fast forward to today. 96 million is not enough to make up for all that he'll lose if you lose his tornado. So they are asking shareholders to amend the 2019 plan to get. Allow them to give Elon Musk even more shares, in case he loses and tornado to make up for all that. He lost in tornetta, if he loses and they are all so amending it because they gave him so many shares earlier this Summer that there's nothing left for the employee. Oh they ran out of shares in the plane just shows. You never intended to be used for Elon Musk. They ran out of shares to give the other employees. So they're asking shareholders to vote to expand the plans so that other employees can finally get the stock that they plan to give them. Okay, so summarizing this, it's pretty simple. They paid Elon in August using all the shares that they reserve for employees. Despite the fact in order to avoid and NASDAQ vote, despite the fact that he said, they would, Which is just a joke. You basically just paid yourself with your employees money. You basically said, I want to pay all my employees on incentivize them. But you know what the board did to avoid a vote. We're just gonna give all the every employee at Tesla. All of their available options or shares to pay them. We're going to give it just to Elon. So one, dude is worth every employee at that dude's company. That's what they said with that vote. And they in the they pinky swore now because they the way this is vote is set up is they are basically expanding the share pool, they need you to vote on a bigger share pool so they can pay their employees again, but they needed to add more to Elon Musk and then after they give it to Mother, after they give some more to make him Delaware hole, they pinky swear they won't ever do this again. And this is what this is the quote from from the actual proxy. Quote, the board commits to shareholders that in making Mr. Musk hole with any potential musk awards. No material additional benefit will be provided to Mr. Mushroom sure. They commit to that. Yeah you know what? I'm pretty sure. They've already broken every commitment. I mean, I know this show was really not about looking at some of the moral and ethical questions, evolving like a single person getting all this money. It's not what this show is about. But there is a report of CNBC yesterday Most of Elon musk's Fortune, now comes from his private companies. So the whole thing is just so mind-boggling on so many levels that Tesla feels it. I don't even the Tesla board. I just really my there's smoke coming out of my ears. Well, like it like a new pay package ready. I don't understand how shareholders would even believe that they have an understanding of what incentivizes this man anymore. He doesn't clearly doesn't need more money. He's getting money from all his other companies, why did they think this even manage? Why are they think they, he's even gonna pay attention this company. I just don't because he needs a public piggy bank, okay, but still, but again lateral. But still, of course, according to the CNBC, the evaluation of all his other private companies are generated are largely proportional of his net worth now. So I'm just saying he doesn't need to slip anyway. Go ahead, valuations. Right. He can't. He can't access that. Money. He needs a way to access. Okay, tester Point, fair point. But here's an and Mike talking about his new money because while that was to make him whole, yeah, also is going to get new money here. They are talking about that. So, as um, the only reason they need to have a shareholder vote and they're being pretty clear about it. The only reason that they're having a shareholder vote, is because this, they're admitting, it's a new compensation package. It's a new competition package for Elon Musk and therefore under NASDAQ rules. They have to have it by shareholders, but here's the thing. There are two things about this that are just fantastic. So, first, they're giving him share, not options, shares and matters financially. They point out because like an option, if it's, if you're not in the money, it's valueless. But share's, even if the stock price drops, they still have value. But here's what's critically important, he can vote them, he can vote them as soon as he can vote them right away. And they're doing it, they calculated it out so that they give him shares that will give him 25% of the company, which is what he's always demanded. It'll turn out to be 25% of the vote if he gets them. But It gets better. because, The 96 million, they gave him in August. He can vote those two evils affordable. Right now, their bootable, right now they get rescinded, if tornetta comes out in favor of musk, but he has them right now and he can vote them right now. Which means it lifts his voting power from 13% to 16%, and it gets better. Under NASDAQ rules to approve a shareholder. They require a shareholder vote, but because this is not like approval by the disinterested shareholders, the way it would be in Delaware, say, like reproval by the disinterested shareholders is to Stave off a shareholder vote. A shareholder lawsuit but NASDAQ just says all share that just anyone can vote. So, under NASDAQ rules, he can vote on his own pay package and he's doing it with an additional 3%. Reported, And I didn't have many doubts that it would get approved anyway, but it's still funny. They handed him an additional 3% in August under a previously approved shareholder plan, which it clearly wasn't. And now, he has those additional three percent that he can vote to approve. His own new PayPal package, which gives him more voting shares that he can vote as soon as their well, he can vote them right away, but he promises that he's going to do mirror voting until they're earned even if they haven't investigated. In other words, vote in commensurate with how yeah until there are. So once he reaches the Milestones then he can vote them. However, he wants to All right, so the, the key points that am brought up to me, are they're giving him shares not options, which means he has the right to vote the shares immediately. If this is, right, he can vote the shares immediately going forward on a go forward basis. He promised that he would vote with shareholders, like a proportional with shareholders, but that's a promise, it's not binding, right? Like he just said he would. So he's already in the second point that she made which is actually the first thing that she said was he's already voting on his own pay because the share the employee shares that they gave him have voting rights now. So his he is voting about 20% of the shares of Tesla. He can vote on his own, pay package to give himself, Trillions of dollars. The this it's really hard to sort of scope this because it is so big. It's so outlandish. The tranches of pay are market cap base with 1% of shares, granted for each cap and operationally based they need a cap goal in our operational goal. The operational goals are about product deliveries in earnings, however, here is like the catch with the operational goals. The operational goals allow for board discretion and deciding when they were met. So they set all these numbers. And then they say there's board discretion here in. So if there's extenuating circumstances that the board determines our extenuating, they can say, he met the goal. If he was close enough or if they decide he met a goal, they ratify whether he met the goal. Not, there's not like a third party auditor that comes in and says you met the goal. So really, we're just talking about market cap. Yeah. Like, that's all we're really talking about and it's not about the pay at all because he already has effectively right now, 20% of the shares, if the company hits the market, the 12th tronch the of the worth 8.5 trillion dollars, His net worth is 2.7 trillion. Dollars 2.7 trillion with one dude. If he doesn't get this pay award his net worth is 1.7 trillion dollars. If he hits all the same goals so you're telling me that Elon Musk needs an extra trillion dollars to pay attention, he needs more trillion dollars again, I don't want to weigh into moral and ethical questions. Why doesn't the board at Tesla? Just commit Hari, Hari, and give them all of their, all of their shares. All their bank accounts all their kids money. This is just give everything that you Elon. Why are we? Why are we only giving him this much? The Gaslight here is that like if he achieves this he's given shareholders tremendous amounts of value. First of all, there's a lot of ways he can achieve a lot of many of these things in the same Mimi way, he already did like one of the share a little proposals is buying investing the shareholder proposals was actually brought. By a, I'm not kidding. A, a gay psychiatrist based in Florida, did a proposal that says, Tesla can invest in xai, which means you've set off a meme stock, you know, expansion, as in Tesla's, gonna own a bit of all of elon's Empire and get the multiples on all of that, right? Not acquire, just own bits of it, it becomes an Elon Musk holding company without giving Elon having to give up anything. So it's really easy for him to hit a lot of the market cap goals easier than you would think, but this is not about pay. This is about control. What musk wants is 25 to 30% of the shares, if he gets everything, he'll end up with close to 30% of the shares. It's basically back to being a private company because all of the major shareholders are either institutions who vote with management every single time. Or Elon Musk. There is no one else. It it's more than 50% owned by institutions, who vote with management and Elon Musk. This is about control not pay. In fact, the control he's asking for point is need to pay. Yeah. Is your control investors? That's the control. He's asking for, he's asking for you to give him shares that out. Vote, you and we know they will And some context getting in contact moral. Yeah, getting into the moral question here because I can't avoid it. When you're talking about someone who you're you're, you are You're willing to get you might be willing to give 2.7 trillion dollars to that person. Their net worth a trillionaire right when a person with a billion dollars could live forever on a billion dollars, never need a dollar to have everything they ever need in life. If the whole heaven and health thing is, right? And and you do have this moment where they look over your resume, whether you're going to go up or down. I wouldn't want to have said that I voted for this. I don't think they're gonna like this one. Well, appealing to people's like capitalist morals is hard, but we are saying if we approve this, and he hits these goals. Even if you don't want to hear legitimately or is memes, we are saying he's worth 5% of US. GDP. We are saying that he's worth the entire output of Canada, Italy, Brazil, Spain, Russia, or Korea. Any one of them? There are 213 million people in Brazil that he would, he be worth all of Brazil. And that's a pay ratio of 213 million to one. That's how much he got he got paid sick, it would be the income of 2.6% of the global population is what he would, what you're paying him. 68% of all the wealth of the bottom 50 and percent of the US or one quarter of everyone under the age of 40. So 166 million people in the US. He would be worth a quarter of all of them. I think you're saying it's a shit ton of money. It is. There is no justification for it. Either, a capitalist justification and there is no moral justification. And I am not a moral driven person. Like when we're talking about this show, I I'm just purely on the performance, but he already achieved, he already will be worth over a nearly two trillion dollars with the shares he has. Does he need an extra trillion to do his job? You have to give him a trillion dollars to do his job. Would you give this to anyone else? Are you saying? He's totally singular because here's some more just like contacts. Steve Jobs. University the gold up as the goat. The Genius of all Geniuses, right? The greatest made Apple what it is. Steve Jobs was given what Steve and Hemsley at United. Health Group was just given and that was it. He was given and when he rejoined apple he was given 140 million dollar value three-year vesting, pay package access to an airplane with which Apple paid for and that's it. He took a one dollar salary to the normal these days and nothing else. He never sold a share, he didn't pledge his shares so that he could buy a social media company. He owns 5.5 million shares in apple and he just sat on him and that was it, Hawk Tan's getting more in his retention. We're just at the company. I can't think of a scenario in which nowhere and I read 10 years of apples, proxies nowhere in those proxies, not even after his death. Did they say this, which is in the first thing that Robyn denholm and Kathleen Wilson wrote in this proxy quote, we believe that Elon singular vision is vital to navigating this critical inflection point. We also recognize the formidable nature of this undertaking and as a result, the importance of having a leader who is not only willing and capable. But eager to meet this challenge, simply put retaining and incentivizing. Elon is fundamental to Tesla achieving these goals and becoming the most valuable company in history. He was saying, Apple was did become the most valuable company in history and they never said that about Steve Jobs ever. I hope they don't even have a succession planning process therapy. Because I think what Robin saying is that, if he leaves the company or dies or something Tesla, should cease to exist, right? Because there's no other leader, who can handle Tesla. And just to show you the lunacy of what we're up against because I think shareholders will vote. Yes. On this in the end not because they're not because they're paying attention to this show because I don't think they're going to put as much due diligence into it as you'd have. Well, I I know they didn't last year. Here is like everybody voted like last year about a bunch of these things. Here's my favorite vote ever. Just to remind you from last year, BlackRock voted The directors up for vote last year because it's a classified board where James Murdoch and Kimball musk. The brother, buddy. A buddy, and her brother, a literal brother, Brother brother, and a bro against James Murdoch. And right that makes on their on their, they wrote this on their website. Yeah, the justification was it says, quote rationale, as nomination Committee Member responsible for lack of Independence? Sure, I agree with that. They voted. Yes for Kimball musk. There you go, right? Are you nuts? Kimball musk is not independent and you said, yes. BlackRock you said no to James Murdoch has justification being lack of Independence and then you voted for the least independent director on the entire board. Someone, that's how investors think about Tesla. They don't they only are worried about the share price and they did not worried about anything else. The implications of giving somebody 2.7 trillion dollars, Is really, it's really hard to understand. So overall this is what this is, what's coming? It comes in early November. So my hot take is your basically voting no, on everything in here. And even if it says, yeah, go ahead. The get rid of the supermajority and declassify. This board. I was gonna say, even if asked, if you want a free lunch, just say no, just say no to everything, just say, no to everything. The shareholder proposals that are coming up. Just so, you know what they are? I mentioned Tesla allowed to invest in xai. There's a cute one about adding sustainable metrics to pay. Yeah. That one's just giving their asking for a trillion dollars. The anti will proposal is looking for a child, labor audit about how they're mining for minerals and child using child labor, the woke proposal. This year is a guy who works as a climate activist, he's asking for political neutrality policy, good luck with that. I am so confused. What can I walk is now look like that? They're just asking for opposite things, then there's multiple bylaw amendments for the supermajority for annual elections. For directors. Repealing, 3%, shareholder, derivative suit. Did you know that you cannot Sue Tesla unless you own at least 3% of the shares of Tesla? Yeah, this is part of their read, domestication of Texas, right in Texas, right? So they're trying to repeal that there's some book entry one that was confusing to me. I didn't really understand why it mattered and there was an amendment to allow shareholders to vote on any by law to avoid Texas rules, which surprised let it go to a vote. Do you know how many of these were? How many shows were actually excluded? I'm surprised so many got by maybe they weren't paying attention. I'm sorry. I think there were twice as many that were lowered and half of them got excluded but the reality is when you actually went, oh it down, you're really like there's there's two little boys about super majority voting. There's two other ones that are just super majority votes required to even get to them. They're, they're just trying to get back some sort of semblance of shareholder rights because shareholders last year allowed for red domestication. Texas Tesla immediately made it difficult for shareholders to do anything because the Texas and now shareholders are begging. Can we get some rights back? We let you go to Texas. Can we get some rights back shareholders? Have no one but themselves to blame for all of this? How about? Yeah, but that's where it is. I say you vote. No, I'm pretty much everything in this entire thing. Except for declassify, the board, superiority voting, how about a proposal should proposal asking about why they can't sell cars. Like what's the problem somewhere in there is selling, like, why are you sucking so much as you doing what you do? Yeah, that one that proposal didn't come up. No, well, it wasn't very eloquently stated, that's why you have anything else, because that's a lot that's too much, that's too much we know. And for those of you who join this show the proxy countdown and want to subscribe, they're not always going to be this long. We'll get to the point a little bit, but the Tesla that paper puzzle to Elon Musk is extraordinary. In several different ways. So I think it deserved the time you spent on it. That's the proxy countdown for the week of September 8th, 2025, join us. Next week, most likely, when we jump back into the alternative democracy pool, Forever on the lookout for shareholder Shenanigans Dopey directors, scandalous, CEO, pay ratios. What's the pay ratio on that Elon Musk? Is it? Like I said, it's like Brazil to one. Is that the favorite really? Yeah. It's all of Brazilian and Wayward. Band-Aids. That's the show for this week.