Blackrock’s board conflict, plus 97 votes and fun perks for retirements

This is proxy countdown. Welcome to the Big Show for the week of May 5th. 2025 alongside my tag team partner, Matt muscari I'm Damien rawlas on today's countdown. New CFOs are getting paid at. Hello. ISS picks watching Netflix over doing its job. Shareholders are mostly sitting on their voting hands at 97, lard large cap meetings. A classicist shareholder, proponent fights, the good Aristotelian fight, and on the big boat matte test drives, his new Black Rock, Eva GM Roadster. Let's go right to our tradewater, this week. The focus is on egregious golden. Hello. And goodbye packages. First State Street's new CFO John Woods, get to one-time cash payment of 1 million dollars. And then one time bio Awards, consisting of three million dollars cash and 12 million dollars in equity. Now, these are just cfo's Matt new Mongo DB, CFO. Michael Berry, we'll get two Equity grants a new higher Grant worth 9 million dollars, and a sign on bonus Grant worth three million dollars. I think it's cute. How they each have their own name. Peggy Alfred ebey's new CFO, gets 14 million dollars in new higher Equity, along with about seven million dollars. And one time Equity make good payment again, they're just coming up with me, just make it stuff up now, insulates. New CEO. Ashley McKee gets 15 million dollars in equity. While the former CEO James Hollingshead walks away with eight million dollars, including outplacement Services of 25,000 dollars. Why he needs that money? I don't know, and a 500 dollars per hour consulting fee for the for 60 days. So if you see James hanging around a lot in the next few months, I think, you know why? And and I gotta add, this is not bad for a dude who was CEO for nearly three years. Wow, he's got to be tired. Speaking of getting paid for barely doing anything retiring, Teledyne Technologies, CEO, Edwin rocks, who was hired less than two years ago. Gets to keep his current pay until September as some made up title, called strategic advisor to the executive chair. Then he gets two million dollars in cash and a bunch of benefits including 100,000 dollars in outplacement Services, 100,000 dollars in relocation costs and price protection for the for the sale of his California home in case it's less than the amount. He paid for how that how the house shareholders approve that I have no idea. Can I ask what strategic advice? A guy who's only been there for a year and eight months? Yeah give no idea. And finally the Carlisle companies does the right thing and honors. Its director retirement policy saying goodbye to Robin Adams, Robert bones and Greg Austrian. Moving over to our proxy cage match. I want to just focus on one this week. We have we have a fun twist at the proxy cage match between Harley Davidson and H Pirate's. Who are 9% shareholders and have started a withhold vote campaign so that they're not putting up their own directors. They just have a withhold vote campaign again, three long tenure directors, at Harley yolk and zeit's. Who was the retiring? CEO Thomas, linear Barger and Sarah 117. glass Lewis says, withhold your vote, but ISS, says support. So here is iss's logic. through through their lackluster reasoning based on hunches and not performance analytics ISS revealed without satire that quote There are compelling reasons to believe that as a group. The targeted directors, still have a perspective that can be valuable. Can be perspective. Yeah. Compelling compelling reasons to believe. Compelling reasons to believe we won't give you those compelling reasons but we will, we do believe them. Yeah, I love this. I love that. They exist. Going on a Harley Davidson and finally, I want to move over to the biggest story of the week and that is our vote results table. Matt. This was a week of research, 97, large cup annual meetings, over the past two weeks. And, yes, I opened up the 8K for every single meeting because I just didn't want to miss any morsel of fun. Although I got to say, Here, there aren't really many morsels of fun anymore. Despite the fact that the Congress is holding a testimony about the, the cartel of ISS and glass Lewis who purportedly control the the will of all shareholders. There's not really much going on at 97, large cap annual meetings. There were there are only a total of 73. Charlotte proposals. That's it 73. So it's not like this is a pervasive system that is bringing down a corporate America to its knees and these only came from 41 companies, 56 companies out of all these had zero, nothing no, Charlotte proposals. So let me let me cover the results. Here are the wins, I'm calling these the big wins. We had to say and pay win at Molina Healthcare 59% and said no. That's the it that's it. That's the only known saying pay for about 100 companies, Molina Healthcare we had, simple majority vote wins and this is really the John Shepherd and most I'm thinking, these are all John Chevette and Boston, Scientific Duke Energy, Integris. Also, we have winds shareholders ability to call a special meeting that happened at Molina Healthcare Reedy. CMS energy Teledyne Technologies. So, what we're seeing is that the sum of the old-fashioned governance, proposals, and I know Matt that you collected data covering this. They are still faring. Well, so we have seven big wins there. I I have I've category some almost wins. These are the over 30% support votes, and I have made the case repeatedly that just like, a controlled company is defined as a company where, at least 30% of the votes are controlled by a single entity. I think that if you get 30% of the vote should be considered a win, it should be considered that that's the will of the shareholder. So these are my almost wins. At Sam, pay truist citizens, Financial Group, Bank of America, a lot of semiconductor Pfizer, Goldman Sachs, all had high vote against including Pfizer, 47% know, even Goldman Sachs 34% know. So, I think that, that they should honor this. Let's not forget a Goldman Sachs that DJ diesel, the CEO David Solomon, and I think the CEO both got 80 million dollar retention grants, just for sitting there. So, somehow, 66% of shareholders supported that also near wins on shareholder approval on excessive golden parachutes. Adobe 47%? Yes. Citigroup 32%. Yes, intuitive every near win that you're listening here should be a win, right? Like the companies should be engaging yes with the investors and absolutely and just saying we're going to adopt whatever largely whatever you're asking. Here's what I don't understand is that we're seeing routine victories with simple, majority voting with a shareholders, ability to call a special meeting. I don't know why we wouldn't get wins with asking for a shareholder approval on excessive, golden parachutes. I outline these excessive payouts routinely I did at the top of the show. Why wouldn't you let shareholders weigh in on that other near wins? Independent board chair? I want to cover there are two near wins one at Dover, one at Eastman Chemical. Both 30%. Yes again, I don't know why. Anyone at BlackRock ISS glass Lewis, I don't know why they wouldn't support, having a board where the CEO is, also not running the agenda. I don't understand that one. um, I have another list a category called the shareholder disconnects. So, I've been tracking this a lot, this proxy season, this is where I just don't understand what the, what shareholders are thinking about. As an example at Goldman Sachs 34% of shareholders said, no on pay but all directors had at least 92% support. I don't get that at all. Yeah, you don't like what they're doing, but you like them. Yeah, likewise at truist and citizens. Financial 401% know, on pay directors over 90% And that. That list actually goes on with lattice semiconductor, Pfizer, Molina Healthcare Stanley, Black, and Decker, all the shareholders, pretty upset at pay, but they don't blame the directors. Look, Molina Healthcare is the worst of that Bunch because it was 59%. No one page. That was one of your wins. Yeah. And Yeah and say that we a majority of investors do not like the pay you set but we still like all the people who chose to pay you set. Yeah. What how is that even logical? In fact, let's carry that on Matt. The real winner, this proxy season, we should be calling the directors themselves. So I outlined a ton of management proposals and share the proposals. That were either one or nearly one from a shareholder perspective, but who shareholders are not voting against at all? Are the directors directors, right? I very carefully. And I want to thank Chachi PPT for this for helping me do math. Very quickly, I've very carefully looked at the filings at 97. Large cat meetings, I kid, you not. I found five only five. Companies were directors. Even got above a 20% vote. Again, just 20%. That was Snap-on ball, more dare Coca-Cola, American Express, that's it. And in fact no director got above 26%. Again, Sharon's are not holding Directors, accountable, end of story. We know from the data that 0.2% of directors globally are voted out 0.2%. So if ever, there was a protected class of individual, what were the distance? Disconnects that you're pointing out, clearly just suggest that directors can set whatever policies strategies, you know, pay whatever they want to do and unless they are targeted by an activist which is their only cases where directors seem to actually get voted out. Yeah, you are going to get reelected. You pull the data Sherlock's have nothing to say about directors. Unless inactive steps up right right? Which is adjusting, the biggest drop in vote. So here's the takeaway is that investors whether they are proxy advisories or just actual investors. They are not looking at the direct your company because you cannot tell me that anyone. Is articulating a position on these directors at all. You cannot tell me that and less maybe occasionally an old-fashioned trigger. Like they did, you know, they, they fail attendance standards or something. That's it, I really, that's it. Yeah, and finally, I have a category called The Oddities. So these are some of the things that stood out to me. That I just wanted to point out, first of all, at Domino's Pizza. There was a dirty trick. I hate this dirty trick. We've seen this before the board introduced, a competing proposal to drown out a shareholder's proposal. So a shareholder shareholder. Wanted a group of shareholders, holding 15% of shares of the right to call a special meeting. So the board reacted, by putting up its own proposal, saying, let's call that number 25%, which is basically impossible. You're not going to get a group of shareholders 25%. Is just virtually impossible. And of course, that one that beat the shareholder vote. So it's a dirty trick over there and Pizza Land. How about this one? I love this one at Berkshire Hathaway. We've been talking about Berkshire Hathaway. Warren Buffett is stepping down as CEO. I'm gonna call this the old man's club Berkshire Hathaway. They had this this antiquarian AK filing where they have They actually are the winner of Cheryl to proposals. They had seven. That's the most out of the hundred. I looked at And yet, Matt, they were the only company who refused to take any of that voting. Seriously, they're the only ones in their AK file. You wouldn't even tell you what Cheryl's were voting on, they just numbered them. And that's it. That's it. It could even bother to tell you what people were voting on a good for them, because arrogant, this there are dual class company and it doesn't matter. Okay. Well, accept that as an answer and not to mention the fact that when you read their proxy like their rebuttal to the shareholder, proposals are so casually, indifferent to the asks, I mean they they just they often just say Berkshire Hathaway follows all relevant laws. Yeah. That we don't need to do this. They don't like process, seriously, they don't care about it at all and why would you you're Warren Buffett? Well, I care, I suppose, that's true except that he's created this image of being like the greatest friend to shareholders ever. But that just really means just money. Yeah, he made the money. The other interesting thing is the irony being to that point, right? If we love the Warren Buffett because he made you, lots of money, TSR was the thing. We do not hold other directors or even CEOs accountable at the same level. We don't do the analytics, the same way for everyone else. So you the cuddling this or lack of cuddling, this should transfer to other board members. If you said on a board of a company that just stunk get rid of them, here's the crazy irony Berkshire Hathaway, which I found astounding. So if any of our listeners have insight into this, please reach out. this Severance Cheryl the proposals, Formed extremely poorly. They they ranged in support from 0.7% to 3.5% by far. The lowest I saw any of the companies and to your point. Matt, these Shares are controlled by Warren Buffett and his family, right? So he's just saying no to all of them, but here's the odd thing. I pointed out before that no shareholders are holding directors accountable anywhere but at Berkshire five, five directors, actually had over 10% votes against which just shocked me. Like what of all places? This is how first logic. I don't understand anything. That's right. I don't. Yeah, I don't understand it. Very interesting over at Berkshire Hathaway Coca-Cola. I wanted to point out a couple of Cheryl proposals, they're actually in second place for having six year older proposals. One of them was called. An assessment of non-sugar sweeteners. It just made me laugh. I don't know why something about assessing a non-tree. Here's my assessment non-sugar sweeteners. Are weird. How about that? Really just drink water. What are we doing here? People and then this one just made me laugh, you know, I think in our prediction show, I actually predicted that we're going to see an increase in board level committees. I don't remember why, but I thought maybe now, as a fun time to expand committees on boards, but the anti-woke, one of the anti-wolf political theater groups, the national Center for Public Policy research. They actually asked For the creation at Coca-Cola of something called the improper influence board committee. I shit. You know, they want a board committee who's only mandate is to sit there with a giant Fly swatter. Getting rid of any decision that benefits, the climate black people women in human rights. I kid you not. It's just a shoot down climate Dei and human rights. That's all it's there to do. I, it made me laugh. I had to, and I got to tell you that, it's the only thing weirder than I, that I found was. Anything only thing that's weird. The non-sugar sweeteners is that is a committee, just a SWAT down, Dei stuff. If I'm honest, I'm a little disappointed. I got as many as 0.84% of the vote. Well, I'm a little disappointed. I will tell you that the non-sugar sweetener has got 11% support So. Okay, wind Resorts, I like this one. A proposal wanted a report on the potential cost savings through the adoption of a smoke-free policy for the company's property. I just love this because imagine how annoying it is cleaning. All those yellow stained walls in room 15307. I Just, I would love to see that cost benefit analysis that only got nine percent support. And finally two from we talk about John shebin a lot for good reason we talk about Jim Richie a lot for good reason. These are these are the old. I call them the OG governance Gad flies, right? Yeah, but we a lot of G's OGG but I got another G for you. A guy, we've been leaving out. He's a classicist, I'm okay, this is all serious. Is a classicist named Jing Zhao, right? He's actually been a shareholder. Proponent since you said, since about 2013, we see his name coming in and I've seen and as far back as 2010, but consistent. Okay, since 2013, and I'm gonna give you a couple examples of two proposals that he listed that were voted on the last two weeks. He really is a classicist and in fact, he uses Aristotle frequently to demonstrate why he wants shareholders to support his his proposal and to your point that you made to mean pre-production it. Look, I love it but it could be Hurting your case because I think talking about Aristotle point. Oh oh, one percent of the globe. Now even understand to Aristotle is but I I love you Jing. But here here are two, other proposals, both of which I wholeheartedly support. Here intuitive surgical, he asked the board to quote improve the executive compensation program by actually considering the CEO pay ratio. He's actually the only Cheryl I have ever seen that says, hey, you list this data point, why not you do something with it? He claims that quote Aristotle demonstrated that in a stable community, the ratio of the rich citizens land to the poor citizens. Land should not be over 5 to 1. Hey look. I think that might be a little bit low. I, I'm an advocate for. I'll start the bidding at 100 to 1. I would love to see no company should be 100 to 1, although I in my heart, I think maybe even 10 to 1 or I'm actually with Eugene, but I know that that's never going to fly, but I don't believe in you jinx. How about this one? This is something that I have actually been advocating on this show and all of our other shows. And I think this is an absolute no brainer at Bank of America Jing. Requested The nomination of more direct your candidates than board seats. Essentially, Matt, setting up a contest where shareholders have the right to choose who they think should actually be on the board. Not just to approve a slate of directors, now where this could get tricky, I actually think that where we should do this is why don't we start doing this? Just with the first time? A director is nominated. So whenever a direct error is new to the board, there should be a completing, a competing slate of say, at least like three directors, right? Let the let the Cheryl should have it, because if you do it every year, I could see it being a bit chaotic. But I, hey, I'm still for it. But, yeah. Anyway, classes is shareholder. Look, let me ask it. Yeah, I'm gonna spend some time on on this anyway, but I'll do this Cliffhanger and you can intro the big the big vote for the big vote. Actually I'm done. And by the way, to our listeners, I know we have listeners who use this show for research and listener because yeah, I talked to her actually well listener, we do do a lot of research, we have a lot of information if you want. To take a peek at my notes for the 97 companies that we covered. Reach out to, I'm happy to share any of this, a lot. You have to share any of this. A lot of research reach out to us. Yeah, go ahead. All right. So so this week I chose BlackRock as our company. There were there are a lot of votes coming up and it's hard to choose. Just one company I thought about doing like, you know, series of companies. But in this case I actually focused on just BlackRock and in part because of Jing Zhao, let me ask. I'll ask this at the top. He's talking about. Effectively having a draft pool of directors every single year. Right, that's what he's saying. He's saying nominating committee to ask is don't give us your 10 directors, the incumbents give us more than the existing boards. So if you've got Black Rock you're talking about 16 directors, you got 16 directors, you have to nominate 30 three directors every single year and you let investors pick out of the 33 who they want. The reality is investors will just choosing comments. Well, over again. Yeah, I was gonna say just like the American political system. The incumbents will win so don't get, don't get to worry here, but the point is actually a good one. Let's go through BlackRock first and we'll come back to. Well, before you get to that, can I just say this? This only benefits too? If any recruiting firms are listening to Head Hunter type firms. This only benefits. Other people, right? Especially directors have never been a director before because it puts your name on the map. It lets people see your bio. This, this could be a great benefit to women to people of color, right? I mean, it's just a way of sharing their expertise, their their resumes, right? So this this doesn't hurt anyone, but go ahead. So blackrock's AGM is on May 15th. So it's coming up fast. So you've got to make a choice and BlackRock is an interesting case. Because BlackRock is the biggest owner of one of the two biggest donors between BlackRock and Vanguard of us companies. There's over 2000 companies in the US where they are a 5% or more holder as of 1231 of last year but that remains true. Basically, in perpetuity there are massive holder. They have a tremendous ability to exert power on companies or abdicate that power right by just voting with management, which is largely what they do. But they actually included what they do and this is part of reason why I chose them because this is like this curious loophole in the way Capital markets work, they can vote for their own directors, right? And they can do it because the money that they're voted Is their clients Capital. So then they have a team of stewardship inside and they have to cast votes and, and you can like technically they can vote for their own directors because they're voting on behalf of their own clients, right? So, because of that, they have this weird ability to both vote. On everybody else's directors and their own. But they can vote on their own in more than one place. So of the 16 directors on BlackRock, only a handful are not on multiple boards. In fact, in our database, there's only two that haven't been on multiple boards at all, you know, in our data. So there are 16 directors, they actually hold 15 board seats outside of Black Rock right now. Right. The boards that they have seats on include Verizon, Black Rock owns eight and a half percent of Verizon. Cisco. Nine and a half 9.2% iheartmedia, 13.3% us steel. Black rock is the largest owner of us steel at 11.7% of the company. And they have a direct on their board where they're voting at us steel, right? this is very strange because when you are electing directors there they are actually electing their own directors elsewhere and there, It's strange. I've never seen this before, where the company can vote on its own on themselves, essentially well. So I got curious about this, because what I wanted to know is, is there a difference between how they vote on their directors and how other people vote on their directors? so, I looked at the vote results for 13 of their directors, Last year. Three of their directors. Got votes below the 25th percentile of all vote-getters globally. And yes, that number is still ridiculously high. It's it's like less than 94% approval. That's the 25th percentile. Okay? But they got below. The 25th percentile for all voters globally and that Cheryl Mills at iheartmedia. She got 93.2% of the vote, Charles Robinson's Cisco. He got 91.1% of the vote and Hans vestberg at Verizon who's the CEO of Verizon in 90.2 percent of the vote, right? You got oh, nearly 10% vote against. In every one of those cases BlackRock voted for their own directors. Including when those directors were in the bottom Court out, BlackRock uniformly, votes for its own directors. Now to be fair, they vote for almost every director. They rarely oppose a director But they can sway, the vote themselves in some of these cases, right? So, when you look at, who got the highest votes at BlackRock, you will be surprised to know that Charles Robbins who got the in the bottom quartile of votes globally at Cisco, got 99.6% for at BlackRock well, Hans vestberg got the bottom quartile. 90% vote for at Verizon got 99.65% vote for at BlackRock. Wow. So these are people that when you go elsewhere other shareholders don't like them but at BlackRock yeah they get all the votes. and I wanted to check are these people where Their black rock is can just casually ignore performance and it turns out Vesperia on the BlackRock board is the second worst TSR performer on the board at 320 Batts 329. And overall he's the worst performer. Robin's is the third worst on TSR. These are directors that demonstrably underperform in all the places they go but they get 99.6% of the vote for at BlackRock and they get less of everywhere else. In fact, Robin's investor are connected. Through Dan Schulman, who's on both the Cisco and Verizon board. So these are connected directors to boot and they don't fit in the knowledge mix, they don't have corn knowledge of investing so they're not even inside the cornea, mix what it takes to be in BlackRock, which yeah, go ahead, which is what makes the shareholder proposal from Jing Zhao. So interesting to me, okay, here's what he wrote, he asked Cheryl's recommend a BlackRock reform, the election of the board to list more candidates than the number of directors of the board to be elected. His reason, the American corporate boards and Executives have become a class of oligarchy as defined by Aristotle. According to his politics, his, his Treatise politics sounds like a fan of our other Show Business pants. Yeah, go ahead. What's fascinating about it is? this guy is basically saying, These directors are a protected class. They it is an old lady, right? And he's saying shareholders in order to break disrupt the oligarchy you you break up oligarchy with democracy shareholders. Should have to choose from more candidates than the number of directors on the board that is the natural way to break up an oligarchy by giving shareholders a voice. He doesn't acknowledge the fact that shareholders are highly are their own oligarchy, right? The big three own on average 25% of every single company in the United States. But they actually know that they're an oligarchy and how I know that they know is blackrocks response. Okay, here's what BlackRock had to say about this. And the, the reason I'm saying all this is because as a shareholder, if you're a shareholder in BlackRock, you have to make a choice about who sits on that board. They have to represent you. This is what BlackRock thinks about allowing you to have more say, on boards, particularly theirs, but also boards because BlackRock is a voter, right? So if you think of this, if you think of them saying this, in the context of every company not just themselves. If they were saying this about every company, they're effectively, they obviously are against the proposal. But they're effectively saying we are against more democracy. We are, we've got enough democracy, we're against it. This is why this is, this is their reasoning. Quote, having competing nominees would result in contested elections which may in turn discourage collaboration among Our directors politicized, the election process and deter talented candidates. Okay. so, Just that sentence says a lot. It says, directors don't want a contest for the position. They don't want a competition. Yeah, I don't you. That part is clear to me. I don't the reasoning. I don't see any proof of but yeah, that is a clear takeaway, right. They know we don't we don't we don't want this. No, we want they effectively. Black Rock goes on to say that the nominating committee is in the best position to assure appropriate board composition, and serve our shareholders long-term approach, which gland, which class Lou was his parents recently by saying right that we essentially, believe in whatever the nominating committee says that's right. That they're effectively saying that exactly that. And they're saying, this is burden some from management. And then nominating committee would not be effective, it would not be effective, use of the nominating committee or the board's time or blackrocks resources. But think of it. Every sports team. You actively have to compete for a spot on the team course, your competing for contract dollars. Always that's year in and year out. Yeah. And they are effectively saying, The nominating committee will select one person per slot. Yeah, and you should only, you should just trust them to do that. You should not be trusted yourself to choose among multiple to the GM of a sports team. Like, I'm sorry. You can only choose one position per year to change and you can only choose. Yes. No, the one person that we allow you to choose as the team. Yeah. Not the saying this is who we want. You say yes or no, that's it. You don't get to pick again, not to mention that there are several mechanisms in place that most companies that even if the shareholder voted no, voted out of the company, does not have to honor that, of course. Because a lot of these are are non-binding. Yeah. Like a lot of plurality voting standards, you know? But politicizing the election process is exactly what should happen. We don't know when the market stand for whole idea of a democracy know, you don't know if a director stands with you or against you on dividends or BuyBacks or like we have data at free flow analytics about that kind of thing. But for the most part, most investors do not know whether or not. These directors strategically are aligned with them unless you can get in the boardroom with them which they only Reserve. That they, in fact, Black Rock says, you don't need to do this because we have talked to our shareholders. They said we one of the reasons why like, this is not useful, is in 2024. We offered engagement shareholders collectively holding approximately, 65% of our common stock. They did not say that 25% of that. The 65% like fully like 25% of the stock is held. By Vanguard State Street. Temasek, who's a partner of blackrocks Bank of America and BlackRock themselves? Yeah, they are one of the owners. Yeah. So what are we actually talking about here, right? Like you're not talking to all shareholders. You're talking to yourselves effectively, you're just talking to yourself. It almost seems like what they're most afraid of is the possible increase of disclosure if this were to happen, right? Because we'd have to learn more about what these directors are up to we'd have to actually hold them to some sort of standard. We'd have to say, what is it? We want our directors to be, it would be a meritocracy, would it? Not and that gets to the next part, which is fascinating. To me, they said it will quote deter, talented candidates. Yeah, there's no proof of that either. Yeah, Bank of America in xiao's proposal there. They said all three of the exact same thing. Their reasoning was exactly the same there as it is here. BlackRock of his is a massive at the largest estimate manager in the world first or second, depending on if it's Vanguard or or Black Rock, right? You're saying that you could not attract Talent. Being the largest asset manager of the world to the board. It's made up not not to mention the fact. Imagine if I said that about middle management. Imagine if I if I said because I got 2000 applicants for this job that deters, the best candidates because it looks like there's a lot of people applying for this job. It looks like they're not going to get it. It doesn't that increase competition for the best, you know, there's also no world in the foreseeable future where Executives won't want to serve on the on the world's largest boards, they absolutely will. And then when it suggesting is that which you pointed out at the top, is that it, it is a protected class and they want to keep it a protected class. Exactly, the end game here is, and the last thing they say here is that they have proxy access, right? Well, I read the proxy, the bylaws the 2020 12 by laws, which is the most recent, I could find where they actually the rules for proxy access. Is they have to have given shareholder notice to the secretary, it must be delivered to her male and received at the principal Executive offices, not less than 120 days. But not more than 150 days prior to the anniversary of the mailing date of the proxy materials. Italy, preceding. The annual meeting of stockholders provided that in the event. The annual meeting is called for a date that is not within 30 days before. And after the anniversary data, such a meeting noticed, by the shareholders, in order to be timely, must be received not later than the close of business on the 10th day, following the day, on which notice of the date of the annual meeting was mailed to stop. I actually, I actually calculated that while you're talking. I it's a, it's a Thursday in March. I think that. I mean, it's literally like that there's a day. They can mail that you can get the proxy access. This is the definition know, maybe take the class know, maybe it's November. So regardless of his, like, his quoting Aristotle here. Which 100% true that this is the definition of a protected class. You have set up. So many barriers to adopting any sort of competition, new entry, you are the gatekeeper in perpetuity, there's so many barriers. Yeah, that you are effectively, and then you outline all the barriers yourself, you know, your own rebuttal, to shareholders proposal. There's no proof to some of that logic by the way, but but I will add, another example of the fact that it's a protected class is that the board less than point. Zero zero one percent of the time even agrees with a shareholder proposal they don't never. Yeah. Almost they just say no we have this we got that's a different way of being a protected class but you're right. This is actually suggesting that the directors themselves are protected people. So regardless of whether you agree with the proposal itself to like have a double plus one Board, election every single year, What it does show, you is exactly what that we say. And as you can see, in the data, which is these people are not protecting shareholder interests. In fact, they don't trust you to make a choice at all about who's on the board for taking just want you to say, yeah, protecting management. They're protecting their own interests and they lay out exactly why that. They think. Like the ways that they, they want to come back, you to changing anything to your point, incumbents will win 90% of the time. So, if you, even if you let this system forward, the vote, all going to go the to the incumbent anyway. So all you're really doing, is coming up with a system that gives input on every new directors. Just let them decide who the next person should be. And by the way, it's not like shareholders have much control over, who they get to nominate. So BlackRock could very cleverly nominate three people that when you Squint are really the same candidate anyway. So, or conversely like this year, BlackRock nominated? No new directors. Well, there you go. And it's a 16-person board. Three of whom are the founders of the company. Yes, that are still on the sport. And as I covered earlier, look at 97 meetings at large cap companies, I think only five directors got over 20% know which suggests that. Even in this system, you're not going to get any dissent anywhere. They're gonna go with the incumbency, so not. So why not at least try to start opening up the system to shareholders. Let them be more involved. I so here's what to do about it, right? Because in analyzing, I analyzed this board, they're underperformers on this board. I pointed them out in Robinson's best burger. I've analyzed, you know, like the structure of this. And the most interesting thing is really the, the philosophical question of what is the corporate democracy here? And we've talked about this before we've, we've had interviews on the show talking about, we've talked about nauseam, I think you vote, Yes, on the shareholder proposal because it is a true opportunity to innovate in democracy and corporate governance and your innovating at the the ultimate voter of other companies. Why not you hear, right? there is no reason why BlackRock will not start going to other companies and saying like look, We know what this looks like now, and you should do it too. We should have the option as a voter on boards to choose the boards we want. Not the ones you give us, right? Every election should be a contested election, the like, I've never heard of an election. That's like that, that everyone thought it was a good idea to be uncontested, which is what they want for every Board election on your test of Elections. Number two. Vote against vote out Vesper and Robbins as the two lowest performers you have justification to do that, because Vesperia and Robbins, they flatly underperformed. There are 39 active Loops between directors on Vespers, Verizon board and all of them. Underperformed vestberg underperforms, not just here but on Verizon Verizon support actually is returned. 388 and TSR is a group 264 in controversies and they have zero directors batting above 500 on Verizon board. Wester is the CEO there, this is a pattern and it's consistent. He's an underperformer and he knows the people on his board. That is true. Also, a Black Rock, black rock is voted for all of them. You actually solve two problems. Here, you get someone like Vesper off your board. You can justify against him at Verizon where he also underperforms. You need to stop giving yourself a conflict of interest where you can't vote against somebody because they're on your board, right? Robin's is the same. He bets under 500 on. TSR Robbins has Dan Schulman on his board Vesper does too. He's not coincidences, these are underperformers who basically an uncontested elections handy. Each other board roles. These are easy votes and you also vote against the founders. I don't care. You can choose one to keep if you want to keep just think. On the board. Great, do you really need the three founders? Still on the BlackRock board after 30-ish years. 25 years, do we really need all of their opinions? And it's a 16-person board. Do we need three of those slots taken by Founders? Give it to somebody else. So those are my suggestions vote. Yes. On the shareholder proposal and vote. No on best bird Robbins and the founders think Caputo and Wagner. I think you said it all my, anything else you want to add? Can we get that's the proxy countdown for the week of May 5th, 2025, join us, next week, when we jump back into the alternative democracy pool. Forever on the lookout for shareholder Shenanigans Dopey directors, scandalous, CEO pay ratios. And yes, wayward.