Netflix and independence, plus Deckers Outdoors, Ball CFO, and shareholder vote disconnects

This is proxy countdown. Welcome to the Big Show for the week of May 26th 2025 alongside my tag team partner, Matt McCarty. I'm Damien, Rawls and today's countdown, a woke powershift at Decker's Outdoors. Ball CFO Howard. You keeps the money. A full activist investor takeover at Pitney Bowes. Non-human primates are more popular than human mothers. And on the big vote. Matt is binge voting Netflix. Start with our top stories. Sieber saber, help me with this one, CBR E Group, what is that? CBR E. Yeah, CBR groups. Sorry. CBR group. I'm so embarrassed for you. This CEO. Oh, Vikram, Kohli Received a one-time cash retention bonus of 1.45 million dollars for not quitting to good deal if the company terminates. Mr. Coley without cause or resigns for good reason. Basically, if you leave the company, there is no obligation to repay the retention bonus. You don't see that one very often. I like that one. It's a nice perk. Ball Corporation announced that CFO Howard. You is stepping down after less than two years at the job. Howard will receive full Severance benefits consistent with the company's Severance policy about 2.2 million dollars. Also, his outstanding time-based new higher Equity award will continue to vest. His performance space of restrictions stock units, a long-term cash Awards. Granted in 2024 will continue to invest on a Time pro-rated basis. And subject to Performance to ensure a seamless transition given his contribution during the performance period. And finally, the company said that it, quote appreciates, Mr. Yu's contributions, during his tenure and wishes him, the best in his future endeavors, and that the departure is not related to any disagreement with the company or any matter related to its accounting. Practice is financial statements, internal controls are operations, so there you go. When they say the performance period they do know that was less than two years of performing, which they appreciate. They did appreciate his contributions in his 17 minutes of being CFO. I'm sorry, there's no way shareholders. Can they cannot ratify crap like this. The down to two women on the board Trend continues. Nancy tellem stepping down at Rocket companies. I've been tracking all companies that are now falling below, the threshold of having three women on the board. And what appears to be happening is that a woman retires and they don't replace her on the other hand. There's a woke power shift at Deckers Outdoor where Cindy Davis takes over as board chair for Mike Devine. The Third As the company itself already points out in his proxies statement, two of three committees are shared by women. And the third is shared by person of color won Figueroa. The proxy also states, that the board is quote, 45% ethnically diverse, and 55% from underrepresented communities. All. This is just to point out that ditching Dei because of a hateful bloated, president is not, in fact, a listing requirement, you can still really you can still operate as usual. I know what NASDAQ made that a prerequisite. No, I guess not. And finally on May 21st. This was a weird one on May 21st. About a month. After its 2025 proxy statement was released Thermo Fisher. Scientific announced a 60 million dollar retention Equity award for CEO. Marc Casper to secure his continued leadership through, at least May 2030 now. That award was not even hinted at the proxy statement a month ago, on that same day. I'm guessing mere minutes after the that filing occurred all though. I don't even know. Do shareholders. See these filings before they vote. Shareholder shareholders, resoundingly, rejected Thermo Fisher's, say on paper proposal. 65% said, no, that's one of the highest totals I've ever seen. I don't understand the timing of this. I I find it hard to believe that they're all sitting around on their phones reading. 8 KS, I don't know. Maybe they announced it before the vote. I really I'm really unclear about this one. It's really strange but I applaud investors at Thermo Fisher Scientific for noticing an important addition to the PayPal see. But unfortunately I should add that these shareholders did not punish the people who came up with this secret award pay committee chair. Dion, Weisler. Only had 13%, no vote and the rest of the committee about three or four percent again. So they didn't really care about the committee at all. So, what you're saying is that we want to retain a CEO until 2030. We can't hit a Target. That's like by 2030 companies are rescinding their carbon targets that they set for 2030 and 240 because it's just too hard. It's too far away, but we know that this CEO is going to be good through 2030 and investors, don't think. So, we're just, and we're so confident about that. We're gonna, we're actually gonna withhold that from the proxy statement. Yeah, sneak it by after the AG, like the minute the AGM is over. Let's move over to our proxy cage matches. We have three stories recovering. First at Pitney Bowes, Pitney, Bowes is a pointed, its own activist investor, and Pitney, Bowes director, Kurt Wolff, as its new CEO. Wolf is the chief investment officer of Hestia Capital Management, a hedge fund that owns approximately 9% of Pitney, Bowes and has been reshaping the company's board since 2023. This one is, you know? Correct me. If I'm wrong man, if you could think off the top of your head, usually we see activists investors putting their own people on the board. You don't usually see those board members elevated to CEO. It's a complete takeover. Know the only one I can think of is Norfolk Southern where they actually had a CEO and CFO replacement that all they want the board from the actual activist investor. Yeah. And Cora wanted the board seats so that they could put in their own CEO and CFO who they who they were shopping. They said we want the board seats to put these people in no pressure Kurt Wolff, but better you better turn this company around HG, Vora Capital Management which owns about 5% of Penn entertainment has escalated its campaign for boardroom change by accusing CEO, Jason Snowden, this is in a filing with the SEC of using the company's private jet, as a quote personal, Uber service, and quote, HG Vora, is seeking to get three new directors elected to the board, though, pain has only put up two phenomenon and says, the third C does not exist. That's the quote. After it Shrunk the size of its board from nine members to 8 which is just the whole thing is absurd to me. I'm sorry. And again once again it takes an activist investor to point out that you know CEOs don't need to be using shareholder cash to fly themselves around the country in private jet. It's also convenient that the third seat does not exist when an activist is interested. But when they want to add a third seat or an extra seat, they just add it. They just pulled the trigger, just pull the trigger. And finally, how about this one? A red State versus Blue State activist investor about a Rhode Island base Is embroiled in a proxy cage, match with texas-based. Activists investor ask ask Aladdin Capital Management. Is that supposed to be a fun pun there? I think it's a pun, which owned a 9% 9 percent stake. In the company asked, Galatin has nominated five broke candidates to replace the majority of astronomers, six member board, siding, among other things. Governance, failures, I love the activist investors are the The end of the story experts on all things governance. When they, when they announced governance failures, failures investors seem to listen, I wonder what iss thinks about this I that's the emoji with the 3z. Let's go over to our vote results table. We are continuing to track the largest companies and our data set. I only look at the two largest categories that we cover the essentially equal to the S&P 500. So here are the highlights from 81 large cap, annual meetings over the past week. First of all, Matt, the real story every week is the, the diminishing total of shareholder proposals. So only 55 total proposals from 81 companies, and that's from, and that's that actually only occurred at 31 companies, because as far as an example, Amazon had eight of those Charlotte proposals. So really, not only are there fewer proposals, but they're really only happening in a handful of companies not to mention. So we should just rename them non-binding requests because they're not actually proposals yes. And and 30% of them at this point 40 to 50% of them are anti-wolf requests. They are removing Dei or they're from the same three anti-wolf proponents in the National Legal Center. The national public policy, research, whatever and Boyer research that's generally get about one to two percent of support. They're just there for political theater. It's like for it's just a lot of extra reading, you know, really all that is and there's less of them and there's still a lot. So I've been continuing to count something, which I'm calling the what the apathetic investor. So I'm looking at companies where there are no Charlotte proposals, and there's zero, shareholders descent, meaning, that no pay the play, no plan, no proposal was above. 20% directors, are all below 20%. There's just nothing going on and that happened at 47 of 81 companies. So majority of companies, Completely apathetic investor base. Only six wins overall. I mentioned Thermo, Fisher Scientific with the Big, Sean pay wins, 65%, rejecting that plan. And then some of the things that we've been seeing, simple majority vote by written consent, that kind of thing. Couple of declassification wins one at Charles Schwab one at Phillips. 66. And really, that's it. I mean, there are seven moral victories which I say is over 30% of the vote. But again, just more kind of boring, governance stuff. Sorry, John chevin, I sorry, I I'm not suggesting what you're putting up is not important. But we're not seeing any wins with anything other than things, like, simple majority vote back by written consent independent board chair. And again, These aren't even wins. These are moral victories at JPMorgan. Chase 37% actually said yes to an independent board, chair proposal, which is pretty incredible considering the non-independent board chair at JP Morgan. Chase is one of the more famous CEOs on the globe. Jamie dimon. So a full 37% of shareholders there are, are they not suggesting that they don't want Jamie to be the chair? That's pretty significant. I would think I mean, considering the 24% of the stock is held by basically four or five companies, right? It's it's Black Rock State Street, Vanguard Fidelity. So you know when you look at and they generally just decided with management generally no matter what If you actually remove them, that's basically more than half of active investors, who wanted an independent board chair. Of course, there's this ongoing disconnect in general, which always irritates me as an example. An act by written consent. Proposal at CDW Corp. Got 51% of the vote as a win, but then it verifying it only got 6%. So I there is absolutely no logic to why you you pointed out rightfully. So Matt, that what you're seeing is a pattern, we're certain proponents, like the John shevans. The Jim Richie's are getting a consistent level of support where the, the anti-walk anti-esg are also getting consistent level support, which is very low. But then you just see all these sort of outliers where there's just no consistency company to company. I would love to know the reason for this I think will never find out the reason. I maybe we should have CDW in Paris. Sign investors fighting each other like in a parking lot or on our show. One thing I've been tracking to this proxy, season is the shareholder disconnects. One of the biggest I've seen so far this season is The one at Thermo Fisher Scientific, which I already pointed out shareholders supported directors to a tune of an average of 96% support and yet 65% voted. No on Sam pay which is just an outrageous disconnect. If you think about it as far as the directors are concerned, Matt, 81 companies, which is what roughly at least 800 directors. I'm guessing only four, four out of the all of those directors even had higher than a 20% vote again and nobody was over 30%. So, so even that is like, that's nothing that directors, obviously not going to leave the board but more and more shareholders, do not care about their directors, despite the Wall Street Journal article basically begging in the investor, you know, universe that to look at this and that this is more crucial than ever to know to understand director performance. The investors don't seem to care. And finally a few Oddities I want to point out before I hand over to Matt, who is watching a lot of Netflix. How about this one? A DraftKings, a board Matrix disclosure proposal from the controller of the city of New York. I like that one. Basically DraftKings tells you nothing about the directors. And this proponent just wants to know who they are, what their skills are. What their, you know, their that's an interesting asked mostly because no one pays attention to those matrices to be anyway, right? Like so you're asking for something that no one actually looks at afterwards. Yeah, so what I loved about this one is DraftKings. Bassey said, no, we already do this. We already point out existing skills and diversity. So, you know, we don't have to, you know, why would we do this? And here's an example of how they do this. This is the only thing that they said about one director. I don't know her first name Mosley, but here's what they said about Mosley, this is again, this is the only thing they said about her to diversity in skill set. We Believe, Ms Mosley. I guess the Miz maybe is a sign that right, nothing? Right, right. We believe. Ms. Mosley is qualified to serve on our board, do among other things, which they're not gonna tell us to her extensive investment experience, and background, including her experience serving as a member of the boards and Committees of several large US public companies. So, her her skill set and diversity is that she's already done this job somewhere else. I guess, I it worse than that, in my mind because it basically is like, you might as well written, We Believe Ms. Mosley's background, qualifies her to be on the board period that it's the same amount of information that I just got. And here's an interesting wrinkle to this argument that. And it's, and its statement against the proposal DraftKings said that, the board, The board themselves, all the directors act as a collective body, okay? So there are actually individuals, Matt. There there are kind of like an ant colony and this says are disclosures are focus on, emphasizing the Collective Strength of our board, really suggesting Matt that they know, they have it all figured out, maybe we shouldn't be voting on directors in the first place, right? Because they act as a collective Hive, right? Oh, there's no need to really kind of articulate. The difference is between the directors, it's a look Collective body. I'm going to defend DraftKings here 88% of the influence, is the three co-founders. Paul liberman Matthew kalish and Jason Robbins have 88% of board influence. The rest of the board is kind of a hive mind. They don't have opinions, they're just there to support those who said that they could have said that then How about this battle? This is a, I don't know what kind of a battle. This is a ethical existential crisis. Okay, so we have two shareholder. Proposals one from Charles River, Laboratories peta peta wants a report on non-human primates and then at 10, it Healthcare the New York State. Common retirement fund once report on the strategies and programs for improving maternal Health outcomes. Okay. The winner, Non-human primates, they get 8% of the vote the women the mothers they only get five percent of the vote. So Returning like that. I feel like maternal health is a dunk but isn't that the one thing we can all still support his mom's because it applies to 50% of the human population. You mean, and the ones that are like allowing us to breathe air? But look, the non-human primate ones does apply to 100% of the primate population. So, Shout out to a friend of the show James mcritchie. He had my favorite quote of the of the week by far. It's so its service. Now he put up a proposal, a right to cure purported, nomination, defects. That's a kind of our Arcane one, but a good one. It only got 3% support from shareholders but here's what he said. In his proposal to support the proposal. He said, when reviewing one corporation's, advanced notice bylaw. A Delaware judge noted that disclosures required of a nominating stockholder quote would choke a horse and quote. I like that one. Jim. Oh that was good one. Yeah I wonder how horses would ferric against maternal Health outcomes in a boat and finally I like this one. I'm you don't see this very often a management proposal. So the so the board itself put up this proposal, this is not from the shareholder at Builders First Source, they asked shareholders to vote on a proposal to remove limits on the size of our board of directors. It was rejected. Share 63% said, no, they don't, they're not falling for this crap which again, the disconnect to me is massive. So they don't want you to just to arbitrarily add members to the board, but if but when they do, they want, they're not going to vote on whether they're not going to vote no. Anyway, like if you nominate, someone find will vote for you, but we don't want you to add voters without more than one person for us to not care. I don't get it. I realize that's all it is. Yeah, I don't. All right, that's it. That's all I got. So let's move over to the big vote, where you're talking about Netflix. Let's do it. Netflix is yeah, one of the big companies up for vote next week. I want to start with something really simple because when I looked at Netflix, if you look at the performance of the company, it's like a banner like year five years, eight years, 10 years. Like the Netflix is a Netflix. No America complain. It's the World. It's the globe. Yeah there was a brief period where everyone thought oh Netflix lost seven subscribers. They must be falling into the ocean but their their kind of unchallengeable at this point in terms of their Behemoth status in Media. Really what struck out. Stuck out to me was the question of Independence at Netflix on the board of Netflix and this is a perfect case study for what is Independence. Really. And I started with actually what NASDAQ says Independence is, here's what Nas X says. This is a quote, quote independent director, they're defining, it means a person other than an executive officer, or employee of the company or any other individual, having a relationship, which in the opinion of the company's board of directors would interfere with the exercise of independent judgment and carrying out the responsibilities of a director. So is so the board itself is the one that determines Independence is not the greatest part of this the board who may not be independent, is the one who says, do you have a relationship with the company that would interfere with you being independent? There's the Arbiter and notice. It's the opinion of the board too. It's not like, it's based on a set of criteria. That's correct. It's in the opinion of the company's board of directors. They go on to say a director who Is at is, or at any time. During the past three years was employed, by the company is not independent so that one's a hard line. Okay, if you were employed by the company standard, three years. Yeah, that was one of the, one of the great Innovations governs data Wise from the corporate library in GMI ratings msci, was that they adopted this? This category called outside related, right? So they were independent, they were an executive, but, but, you know, they're connected to the to management clearly. And one thing that they, that the corporate library through away was this nonsense that if you, if it was over through let's say it's three and a half years. You worked there three and a half years ago you know suddenly independent right? Yeah. Now you're independent yeah. Right. Yeah. Well then there's the the last sort of major Milestone is a director who accepted or who has a family member who accepted any compensation from the company in excess of 120,000 dollars during any period of 12 consecutive months within the three years preceding. The determination of Independence, right? So basically You can take 119,999 from the company. I would love to and anytime in the last three years and still be considered independent. Yeah, right. That's, that comes from the SEC, I think, or maybe the listening exchange that's NASDAQ, that's the NASDAQ roll. A lot of these conform. These are all similar at New York, Stock Exchange and they're similar in the investment Act of 1940. There's a lot of similarities they sort of are all conforming. It doesn't include though. The SEC sort of redefinition of independence from the church in Dwight case last year now, you know, okay. Last just last year James craigie was the CEO of church and Dwight up until something like 20 15 2016. He stayed on the board afterwards by 2019. He was considered independent because three years That's the right. Exactly. Yeah. And he was no longer an employee of the company despite the fact that he was on the board the entire time, there's no change. I think on that first day after the three years, he like, as a joke, he like he pretended to forget the names of the other the DirecTV Nice to meet you. I'm a Jim and the director, the board actually affirmatively determined that craigie was independent and had no material relationship with the company at the time. Okay. The SEC, then determined that craigie had failed to disclose to the board, a close personal friendship, with an executive at the company. Of course, of course, he was the chair of the board at the, at the time, they went on vacation together, right? Like they had those relationships, don't go away after three years, it's absurd. The SEC actually defined it as a social independence, from the company. And the board members were not informed of this relationship in making their affirmative determination. Meanwhile, most of the board was on the board at the time he was a chair and not independent and working with the that executive, right? So five of the 11 board members had been on the board when Craig was actually the CEO of the company and then executive chair. And then all of a sudden magically independent So those five board members arguably aren't independent themselves from the CEO, the ex CEO, right? So there's this deaf redefinition of what social Independence is, so let's get into free floats definition. Yes, and bring it to Netflix. Okay, there is very clearly social dependence and social Independence, right? And it might actually be measurable. We are looking at the lack of connections between directors or the existence of connections between them through non-profit boards or other board interlocks There is demographic Independence, the lack of overlapping experiences, like are they all? CEOs, are they all CFOs demographic? Connections? Like, you know, are you all the same race or the same gender? You all Red Sox fans? Did you all grow up in one community? Did you all go to one school or most of you go to one college age? Are you all 66 years old, right? Like, there's a lot of ways to sort of measure and Independence and I added this new idea just for this, it's it's the called Joint probability. It actually is a way in statistics and I'm no statisticians. So all I could get this wrong but there's a ways statistics to measure the Probability, that two events happen simultaneously, right? Like like if board member a and board member B, join this board, what's the probability that that could happen and then add that with every other board member? Yeah. Like for me, it'd be like I want to Overland call College undergraduate degree be like if I joined the board and there was a fellow Auburn Alum. Who all had a Red Sox hat on I mean, what are the chances that I don't end up like sitting by that person and chatting? It's what given like, More. Like, You know. Jim, who knows? Me? What are the, what is the probability that you? And I given our ages, our experiences are like everything about us, the probability. That with that connection in common, well, we end up knowing each other right now, not to mention that is, is human nature to kind of gravitate towards the people that you just feel more comfortable with the special. Like when you do anywhere, right? I mean, you're you're really, you're looking for, you're one feel comfortable. I mean the chances Jim would have introduced the two of us because he would have been like, I know another loser, just like you. You guys should talk, right? Yeah. Well, now let's look at Netflix. When we look at sort of just our straight update 81% of, the Netflix board is connected inside of two degrees through public and nonprofit boards alone. That's almost every board member. That's what we can see, which makes sense to me because Reed Hastings. If a single figure like Reed Hastings had such Control over the board for so long. Wouldn't it? Most of it becoming from his brain? Like wouldn't he be using the same algorithm to kind of find new people? I am not even counting with that number. The fact that on this board, Fully four of the members. are or were At Netflix as employees, right? Reed, Hastings Leslie, Kilgore is considered an independent director, despite the fact that she was an employee under Hastings for 12 years until 2012. She joined the board right after retiring as an employee. She waited for three years and then was considered independent. She's now been on the board for 13 years. She is been with Hastings, 25 years but she is considered independent on the sport. I was gonna say like even if you go to like Dunkin' every day or Starbucks every day and you see the same Barista like even that you're kind of friends with them after a while. I mean five years of the same Barista. Yeah, I mean this is but this and this and this situation it would be like if I was a barista. And I worked with my boss for 12 years and then I went to the same coffee shop for the next 13 years. Just served the boss drinks every day. I mean, like you pretend like, oh, I I just met you, you're a new person to me. Wow, that is nuts. That is nuts, that doesn't even get it. So what wait, so you're telling me that it's really up to the board. The board of Netflix itself is suggesting that Leslie Gordon is not kill Gore. He's independently using NASDAQ listening standards, another independent right is Jay Hoag, oh yeah, he's actually the lead independent director, he's been there forever. He's been on this board since Clinton's last year in office 1999. He was one of the original investors in Netflix. He sits on three other boards actively so he's plenty busy, he's been on the board for 25 years. A quarter century and he's considered independent not just independent lead independent, he's the supposed to be the Counterbalance and the representative for shareholders against Reed Hastings. He's known. Reed Hastings. As long as Leslie, Kilgore has 25 years. Basically his right hand man, right? I mean he's like he's like his Sheryl Sandberg almost on the board. Richard Barton was also a VC. He joined the board in 2002 one of the early investors. He's 57 years old, he joined the board when he was 34 and Hastings. Ran the company Hastings was 41 Hastings, might as well have been his dad. I mean, like these are like young people joining the board together and then you have and Mathers been there for 15 years. A tech member everywhere. There are two of the two co-ceos of Netflix are awesome. Right. That's right. Ted sarandos and Greg Peters. So if you add in Hastings, there are four Netflix, employees, or X employees. And then you add in two early investors in Hastings on a 13-person. Word, six of the members actually have been together for decades decades. Well, you know, you're pointing out this unfortunate black hole of governance, which we talk about all the time. Is that these at these dictatorships? Nobody real estate. People stopped paying attention in general. They, they, first of all, they they don't pay attention to the dictatorship, which is the, the most important thing. They don't pay attention to the dual-class voting structure, which is all important. But then, they don't even pay attention to the board anymore. So there's like, oh, whatever. It's Reed Hastings, were what are we gonna do? What the what they're paying attention to is the stock price is going up and it's very easy to just say what do I care who's on the board while the stock price goes up? Okay. But that's not the role of, that's the entire role of ESG analysts of investors of. That's not your fiduciary. Do you know your fiduciary duty isn't too? While things are good, is there everything share price? Yeah you it's it's to protect the UPS like The gains you've gotten your job is to protect your asset. So the fact that every one of the when I had those things together, even strive me see. Why Missy? Ya yewi yewa. I don't I can't say his name. I'm sorry strive, he's on no other public boards. He's from Africa. I found a connection between him and Hastings through the Gates Foundation where they had overlapping people in college. Oh okay, every one of the people on this board is actually connected in some way, even in ways that don't just easily appear on paper. Well, it's so in the read is comfortable, with is what you basically you're saying. And as of April, 17th, Reed Hastings announced that the company announced that he's moving to be a non-executive chair of the company, which is in three years, he will be considered independent, oh, stop. By listing, standards the listing standards know specifically say. I don't believe that your shareholdings in the company do not disqualify you for being considered independent. I hope that he stays on the board long enough for us to see that, I would love to see them. Call him in the pendant on April 17th. 2025, that was the first day, he's considered a reminder on your executive director. So let's look at the probability that it's random. This is the new thing that I tried out for this, right? The according to the stats, using all the data that we have. 77% of Netflix directors, have a 0% probability of having being added randomly. This is a totally non-random board. They are hand selected, 0% chance that that it's random that they are there. Now, that doesn't mean that it was a guarantee, they would be there, but the fact that they got added is a 0% chance that that's random. Like they went through some search process and found 20 candidates and pick the best one. I don't know if you know what's up at the top of your head, but was j-hope, has he been nomination committee chair for a while too? Or is he? Yes, he's been for a while. Yeah, for a while. So this is totally non-random. That Netflix is in the top 10% of us. Large cap companies for how non-random the borders. Okay? There one of the worst for the lack of Randomness on the score. In fact, the average company in Netflix, the sector is 54% random. That's this is generate. I mean generous about this, right? Like these are probabilities but I'm guessing that the nun, the non-random issues towards companies that are dictatorships, right? Am I as could be true. Well, what we're limited to what we can see on paper. So dictatorships, if I can The people to the dictator, we included all outside. Related reasons. Like whether or not you are a former employee whether or not, you know, like you are an employee representative. We included all connections known between other boards and nonprofits, we included demographic data in the randomness of the selection, like, how random is it that you would be there? And when you include all of those things, it is not disparaging against dictatorships, any more than any other company. In fact, the worst companies, I like, on the list include companies like, Target 92%, non-random, it is 8% random. There's only one director we couldn't account for well, maybe that's why the board was so ineffective in fighting Brian, Cornell's disasterous. Turn against such things as Dei which all had lines are. Suggesting is one of the reasons why the company is struggling. So if you are an investor right here's your action item, a board. Like this is not about like just strictly looking at the performance of the stock and saying, oh well it went up so I don't care right? Like this is a banner stock, I don't care. These directors job is to represent you. What are the chances that ain't a board. That's 77% of the directors were hand selected. There's a 0% probability that they were randomly selected through the talent search, right? This is not a talent search company. While they may be looking for talent at the employee levels, they are not doing it at the board level. What are the, what are the chances that these people represent you? And not like the investor and not read Hastings, the founder. So here's another quote from NASDAQ. It is important for investors to have confidence that individuals serving as independent directors do not have a relationship with the list of company that would impair their independence that was that's nasdaq's reason for looking at Independence. Straight up. You can say, this does not meet a basic social Independence, standards, not probable, ballistically, and not on paper. When you look at the connections between the directors, each other and the company, So, what you want to do? Is it's time to start voting out people who are clearly undoom and voting in new people. You need to demand of Netflix engage and demand that. They expand their Town pool for board selections because you want to protect the gains that you've gotten and you want to expand on those gains. So it's time to vote out j-hope. The longest tenure director, Barton second longest tenured and we pick one of the Cosi EOS to be on. The board is strange need both. Yeah. Can we vote out Peters? It's Ted serosa supposed to be like these. He's the, he's the one right like that, that shows chosen. And as the founder begins to exit sort of a day-to-day role in the company. You need. To become a mature company and which you can rely on the directors to to count on to protect your asset. So I'm saying vote out Hogue Barton and pick a seat CEO you know I go or Peters vote up Peters. My feeling too is a case is like this. A lot of investors will scoff. And think what? We're what we're drumming up here is ludicrous, because of the ongoing success of Netflix, right? As he pointed out, the, the share price is dominant. Everything is dominant about the company. But I always see these things as like a long-term risk, you're looking at long-term risk, right? Because four years, from now, when some other streaming Behemoth comes along or just that, the I don't know. The, the media landscape changes in a way that Netflix has not anticipated because they really have an Innovative much other than the fact they've been trying to add games, but I don't think that anyone plays games on Netflix. So when when there's a major shift in the way that the customers, Consume media. And everyone's upset that Netflix. What is Netflix done? It's been the same old. Stale bored and the same stale platform forever, that's when they're gonna get upset. So, to your point, Matt's, not suggesting vote out everybody. Just like, make sure you keep things. Fresh, keep an eye on the rest of the world, just, you know, we don't need, we already understand. What j-hope wants we understood it for 30 years, it's not gonna ruin the brand by getting rid of by replacing j-hope. But you may at least keep your eye on other Innovations. And not get not get right, not get caught up of something crashes, right? Correct. That's correct. It's about, it's about Talent like terms. Exactly. Future tone, right? Yes, right. You will we want no more non-performing assets, we want performing assets. Also forget that, you know, read Hastings on gonna be there forever. Anyways, so you're gonna need a structure to represent you, right? As Reed Hastings exits. So, those are my recommendations on the board. I have one shareholder proposal that I spent way too much time. Go ahead. Oh, you talk about allow you. So Cheryl proposal number five, is that a proposal from Boyer research on behalf of this is not a joke. The Oklahoma tobacco settlement endowment trust that is a trust set up in Oklahoma. To put that there was paid into from but tobacco companies sounds very educate and stop cancer related to tobacco use, right? Yeah. It's pretty woke. Yeah. And on a tangent that I don't want to go to Too Deep on if if that if they suggested to do that today in 2025, everyone would scream and call it too woke and it's very well, you could never do that. Like with Eric, they're actually suggesting doing things like that in Vermont. They're trying to have the oil companies paying to an oil fund for the damage they've done, right? I don't know how that's different from paying into a fund for tobacco and the Damage they've done. It's the it's effectively the same concept, sure. And this case Boyer research is using what they're holding a Netflix to file, a shareholder proposal on their path. The ask they have is a report on charitable giving and whether it discriminates against particular, viewpoints, meaning comments, meaning, conservative Viewpoint, or religious, actually specific religious Christian, you know, like are you allowing or are you donating to religious Charities or you discriminating against them, right? Like is effectively what the ask is. Yeah, I went through with way too. Fine tooth comb. This is their, you know, this is maybe the 10th or 20th version of like this, not good excluded anyway and this in this current Well, turns out there actually. Every time they don't get excluded, they are writing this up as wins, right? Like that. They have their Victorious at getting through the SEC good then that means the left part of the The ESG movement has then they have wins. They have one a lot, a lot of times but Boyer's sites the 2024 edition of the Viewpoint diversity score which is a it's run by a group called The Alliance defending freedom and it's a score of companies how they effectively are sort of allowing diverse viewpoints that include conservative and religious thought it is the most ESG score I've ever seen. It's it is basically, they actually call the things key issues, sure, without irony, they cover policies at all, these companies and their the score covers 85 companies and they they have multiple sort of pillars of viewpoint diversity. They're doing ESG work, but this is the right kind of issue work. This is Godzilla. They're doing, they're doing. It's pure ESG. So very Right kind of issue. Well, I'm very excited about it but the what boy very well, Boyer, very woke. So Jerry Boyer is on the advisory Council of viewpoint diversity score. So he's citing himself effectively right? Like that's another thing that he's doing but what they cite or here's here's the quote. They use that the Viewpoint diversity score found that 62% of some of the largest companies in America, including Netflix support, nonprofits, that are influencing public policy by actively attacking free speech and religious freedom. Okay, that was his finding sure. Netflix is not covered by the Viewpoint diversity score. It's not on the list. Okay, so they're saying that Netflix is Not doing this according to the Viewpoint diversity score, but the Viewpoint diversity score doesn't cover Netflix confusing. That took me four seconds to figure that. Yeah. Right. But this is important, because when you see these shareholder proposals, don't one reads the footnotes. These are like the long diatribes about somebody's somebody's agenda, whether it's a climate agenda or social justice agenda, human rights agenda, or a conservative religious agenda and this is basically the same thing as anything else, the footnotes matter when I all I had to do was read it and find out that it was this thing was written with Jerry Boyer on the advisory Council of it. So he said it himself there that they had but the winds are just themselves asking for things. In fact, in 2025, all mentions of the Viewpoint diversity score are from Boyer research, shareholder proposals. Yeah, And they didn't cover the company that they're attacking. In this proposal. But they're saying the Viewpoint diversity score covered. Yeah, I mean this is why no one's looking at the anti-esg proposal footnotes because they're either citing themselves and this weird very unacademic self-referential way or their sighting idiots on like X and Twitter. Like, Robbie Starbucks who have, who are just like trolls or they're setting like rag, like gossip Rags. Like the New York Post or something like there. Yeah, so that's why, you know, really the second to this, the vast majority of the footnotes are exactly what you're talking about. They're links to Robbie Starbucks like quotes in articles, and Heritage fun collateral, but not setting precedents. They're not setting law. They're not citing like any of that, they're not requirements, none of that. Yeah. Footnote number two actually mentioned that Netflix uses a company called benevity as part of their employee donation schemes but the link of the foot Note is to double the donation, which has no Associated. They have two different Founders, two different companies. No association between the two. I think they just got the link wrong. I'm not even sure but it's totally totally separate companies. It sounds like this is basically like veering. This is basically like viewing towards conspiracy conspiracy theory, kind of nonsense, what two things are becoming obvious to us and we talk about one here all the time there is there's a good reason for proponent. Trust the longer proponents are keep filing and keep doing things and build a trust base with investors like John chiven and Jim McGee the more likely you know it is there they they're well-researched. They they have you know, proper citations. They actually are asking for things that investors like and investors trust them. The more you look at the like this type of thing, the more you realize you're not getting one or two percent because investors Don't agree with you. As much of it has to do with you, have the sloppiest version of what you're doing possible, right? It's both. But I also did a data dive, okay? Because I couldn't help myself because I spent way too long on this just to say vote, no on it, the data dive is which people are gonna do it. All right, they're gonna do anyway, but go ahead. But Netflix doesn't actually donate itself. They have, they don't really have a foundation levels, not the corporate level they have, they have a couple of Partnerships that are sort of adjacent and but they're very small money, very small things. The vast majority of their donations are employee donations. So when Boyer's asking for risks, the of the, to the corporation of their donating, they fundamentally miss the fact that Netflix isn't doing the donating, the employees are. And of course, the employees are in media in California, which suggests that we know what their political viewpoints going to be. But that's actually media. I mean, I didn't even want to, I didn't nature of the articulate. Yeah, I pulled employee location data and I mapped it against most religious states based on Few research polling to figure out what percentage of Netflix employees are likely to be like, likely, to think religion is, quote, very important in their lives, according to you research. All right? Yeah. 80% of Netflix head count is in California, where less than half of the population views religion, as very important to their lives. Yeah. Overall, across all states, I estimated that 4,900 of Netflix 10,400 employees are based in states where at least 50% of the population is religious. Like we're talking about the majority of Netflix and employees. Is not religious is well unlikely to be religious, or just consider it very important. Yeah, you've just discovered something important about the Arts, Matt. and on top of that, The, the employees actually have the ability to donate to almost any 501 C3 through through the programs that they're offered. There's no evidence that they're not. So I've started way too much time on this just to say, vote. No, but I do think it's important to when you because the vast majority of stewardship teams investors. We talked to, they spend very little time. Assessing the board. They asked the board, a lot of questions about issues with the company, they don't assess the board members. They spend so much time on shareholder, proposals, that's where ISS, and glass truly spend a lot of their time. Like, almost everything is vote for the directors, by their non advisory nature. And I mean, you just describes despite their non-binding nature. I should say exactly it. Describes the disconnect you're seeing with say on pay, what could be a vote against but every director who chose pay is a vote for The investors themselves are not looking at directors and assessing them. They're looking at issues and assessing those. And the result is, I know investors are spending time reading these shareholder proposals and trying to figure out what to do. If you're going to spend the time recognize that there's, you can vote no on every single shareholder proposal and vote against directors and you'll be much more impactful on behavior of the company. Because these shareholder proposals when you start reading the footnotes and actually diving into the data, they're largely obviously and overtly agenda-driven proposals, that have nothing to do with anything. anything else but Netflix Oh my God. No. Thank God, that's the proxy countdown for the week of May 26th 2025, join us, next week, when we jump back into the alternative democracy pool Forever on the lookout for shareholders Shenanigans Dopey directors. Scandalous. CEO pay ratios in wayward.