Transcript
This is proxy countdown. Welcome to the Big Show for the week of March 10th, 2025 alongside my tag team partner. Matt scardi, I'm Damien rawlas on today's countdown CEOs, getting raises, we're doing their jobs, Class Lewis's, nominating committee conundrum. Starbucks's lead director, can't decide on his favorite coffee. A targeted vote against women at my tech systems and on the big boat mat waxes poetic on ISS and Bolt. Let's start with our top stories and our trade wire. I've broken these down to different buckets, this week, different problem. Buckets. The first one, the secret CEO raised for no particular reason problem, new compensation targets were established for Robert sulentic at CBR group and a nutshell. He is now eligible for seven million dollars more in compensation for no particular reason. And here's how they get to that point. They raise his base salary from 1.25 million, to 1.35 million. They raise his annual Target from 2.5 million to 2.7 million, and they raise his Equity Target from roughly 15 million to roughly 18 million. And you remember that? That's just a Target amount. He's eligible for basically 200% of all those figures and you do the math. That means, he's now suddenly eligible for 7 more million dollars. Just for continuing to do his job all of this. Despite the fact CBR E Group missed several important Financial targets last year, including a core EPS Target, a TSR Target. And in fact the annual bonus was only paid out 43% for financial performance because they missed so many targets. The real question you should be asking here is the base salary, increase the annual Target increase. They seem like sort of pennies, right? Nothing small but it's actually outpaces inflation inflation in 2024 was 2.9% so it's not pennies. They're more than sort of doubling inflation and their nickel and diming their way to seven million extra effectively the level of detail, you have to pay attention to is, is it would make it it's exhausting, I'm making it impossible to do this at scale. Same story at NASDAQ were chair and CEO Edina Freeman. She's entering into yet. Another employment agreement. So she entered into an employment agreement in 2022 that covered 2022 to 2027. Now it's still only 2025 but she's she's entered. Another employment agreement that goes to 2330 and I point that out because when she entered into her employment agreement in 2022, they gave her a one-time stock option Grant worth 10 million dollars, but here we go again. One of the big takeaways here is that her Target Equity. Award will not be less than 15 million dollars. This is up from 12 million last year. Meaning that her her maximum award has gone from 24 million to 30 million. So again, all the little tricky quiet ways that they really boost CEO pay the spike, the fact that they don't tie it to actual performance of any kind, it's just CEO pay keeps going up. Well, it is easy to untie it from performance. When you have a, will not be less than 15 million, right? So that means, if she is the worst in her entire industry, she still gets 15 million dollars. Arguably. She gets it as an equity award cheaper because the stock is cheap. Right. So so it's sort of like a secret way to always make a lot of money. The next category I'm calling this the ongoing female director Purge of 2025 just something I've been noticing at several large cap companies that were covering first Julia, Brown is retiring at Molson Coors. Beverage actually says, Matt that she's retiring to devote more time to her Global philanthropic work. You don't often see if a flex like that. Like, and maybe she's just a shame does, I would be that she got rich selling cheap beer, but I just don't see that kind of excuse. But the point here is that after she steps down on the Molson Coors board, there will be only three women with a total of three percent. Influence three, three percent influence. Same thing going on veeva systems, Tina hunt and stepping down, they'll only have two women. I have to the total of 7% influence and likewise at Emerson Electric director. Latisha Lorenzo is stepping down, they also will be down to only two women with 7% total influence. I think what you're seeing is that at boards where they really weren't interested in having diversity in the first place, they're going to start to quietly, just kind of turn the clock backwards. That's my sense. Honestly, the interests of the most interesting one on that list to me is Julia Brown because she's devoting more time to her Global philanthropic work. It doesn't quite understand how she joined the board two days ago of guidewell mutual holding corporation, which is an insurance company. So I know there are non-profit insurance company but thats not exactly the global philanthropic work. I'm guessing that there were talking about not to mention that if you look at the data on free flow analytics.com, most of course, beverage is packed with Molson and course family members that dominated the influence. I don't think that there's already. There were 14 people when she started to step down on that board. I don't think there was much effort going on by directors like Julia Brown on the first place but that's a whole nother story the next category. The ongoing. Why do they always stay around and mess up? Clear lines of leadership problem. Procore Technologies announced that founder and CEO. Touhy Court Monch will stick around as the company's executive chair so he's refusing to actually leave the company likewise at monster, beverage Co CEO and board chair. Rodney sacks will step down as co-ceo but will stay as board chair and really get the same compensation package. He'll he'll do that until 2027 where when he will no longer be employed, but we'll stay on the board so he's not going away either. Is that is that really kind of the executive version of quiet quitting where you I suppose? But again, what we've covered several times at various companies, it doesn't do well for the next CEO at either. It either creates a possible. Boomerang CEO problem, it causes a muddled leadership because his just causes a lot of confusion in general. Next category is the ongoing. Why do we need a pay plan? When we start them off outside the playpen, pay plan problem That's an example. I'm talking about Golden. Hello packages for new sea Suite members at Ford of new CFO. Mark our okra strong is coming in with a one-time cash Award of two and a half million dollars in a one-time. Sign on Equity award worth 10 million dollars. So I must say start off plan. Why is everything started off plan? Well, I'm assuming that doesn't include his moving bonus as well, which I'm sure is like excessive. And lastly, what I call the glass Lewis nomination committee problem. Las Vegas Sands is adding Mickey pant as a new member of the board. Mickey will immediately start serving on the boards nominate nominating committee. now glass Lewis announced recently that they they worked going forward, they're gonna trust all nominating committees when it comes to diversity, which means that they implicitly trust Mickey, And the entire Las Vegas stance so many Committee just because they're on the nominating committee and they're trusting committee that has managed to appoint one woman to the board with and she has only six percent. Influence. And this is the second director they've added since January. So they've had opportunities to add more women. So but again what glass Lewis is saying is that well, hey, we're just gonna trust the nominating to know what to do about diversity. Also to be clear here, Las Vegas Sands. It, this is not Mickey was not elected, right? Mickey was appointed. Yes. Despite the language these companies use? Yes. Absolutely. Not only are they immediately trusting him but he their immediately trusting him without the acceptance of the investors yet like he can immediately. Begin nominating. People exactly so that which proving that the whole announcement from class Lewis was all just smoking mirrors. There's no it's just theater, right? There's no there there. Let's move on to our proxy cage matches. That's not a lot to report. Whetstone Capital, Advisors, intends to nominate two directors at optimize RX. But it didn't tell us who. But Matt, I asked, you doesn't matter. I mean, Does it matter who the directors are anymore? Maybe it matters a bit more in proxy contest. Maybe that's when people actually pay attention to who the nominees are I I'm not sure it does matter, I think what matters is the PowerPoint deck, they put out in advance to investors about the, you know, their why they took this position in the first place beyond that. I'm not sure anyone cares who they choose. And then finally a proxy cage match at kenview. So starboard value pitch for nominee four nominees for Ken vu's board, but then they created a corporation agreement, which ultimately resulted in just adding one nominee and that is starboard. CEO himself Jeffrey Smith to Ken views board which is interesting considering that the other people that starboard up nominated. We're all women. In fact, I think several of them were women of color but but Jeffrey Smith wins that battle. Can we also did they did actually add to women last week to their boards Sarah hoffstead, or an era command but they don't have anything to do with starboard value. The other interesting part of this to me is this little footnote. Is that under the kenview starboard agreement starboard will withdraw its proposed board member candidates. Instead voting all of its roughly 22,000 shares In favor of each of Ken's nominees Now map. I did the math last year, there were roughly 1.7 million votes cast at kenview. 22,000 shares represents 0.001% of all the votes cast. So it's it's kind of a, it's a strange contest there. I Jeffrey Smith basically just sort of muscled his way in Despite having very little say, really look, I but I do have to say, I can't remember if it was on this show or one of our other shows I Harold did. Starboard value for finding, you know, in an era where we discuss meritocracy and how, you know Dei is the is antithetical to meritocracy. Somehow starboard, managed to find multiple women three women to nominate to this board, all of whom were eminently qualified when we looked at them, right? Yeah, I know feel a bit duped because the it does seem that the three women were essentially a smokescreen for Jeffrey Smith to get on the board. I know the cooperation agreement was signed to add him. So can view and Starburst agree to it. But there wasn't any. There wasn't room for for them to add one of the women. Can you added two of their own, which makes me think, okay, the two that they added are most likely connected to the kenview board in some way already already, you know, so it becomes suspicious because they added them what was wrong with starbirds women. I feel like 8% duped here, okay? As you should be, especially when the CEO of their entity is the only one who joined support. But yeah, the right that's the other three. Women are cast the side. That's it for the proxy cage. Matches, moving over to the vote results table. Here are the highlights from annual meetings over the past week. The big one was Starbuck's. Not much going on. Matt only one director received more than 10% votes against that's lead. Independent director, Jorgen Vig, nude store. Matt, you compiled a list of all the coffee. Their favorite coffees over the past several years. I'm wondering if it's because he keeps changing his favorite coffee order. Oh, here's the, here's the five different choices. He's made over the past few years. Latte macchiato. A Pike Place Special Reserve and then he switched it to a Pike Place roast Americano and then he switched it back to a Pike Place Special Reserve but with a coffee press and now he's at caramel macchiato so maybe maybe investors are getting sick of all the waffling. I gotta be honest. The most recent one caramel macchiato makes no sense. Here like the rest of those are pretty straight drinks and now he's getting a little crazy. 14% said, no to say on pay, which I would have thought. Should have would have been much higher, considering CEO, the new CEO, Brian Nichols. He had his a pretty well discussed pay package and a lot of business news over the past six months. He got a 96 million dollar golden, hello package, including the right to work from home. When he felt like it, get flowing into Seattle when he felt like a, despite the fact that he was requiring, Starbuck's workers to return to the office. So, I would have thought investors would have been a bit more down on pay. But these days even 14% is, is, is a bit of a statement. Oh, I think the real story is 14% said no to pay, but no director got more than 10% votes against, which means they did not translate the say on pay vote to the no-one committee comp committee vote. Yeah, and I have more egregious examples. Of that later. Finally, at Starbucks They had five Chevrolet proposals, only one was taken some what seriously by shareholders and that's the one asking for an independent board chair which I think should be a no-brainer. Only 15% said yes to that one. The others fail miserably, including the now regular greatest hits of all the anti-walk political theater that we're seeing now at every major cap meeting. Moving on to Analog Devices. Shareholders approved the amendments to the company's articles of organization lowering. The voting requirement for certain Matters from a supermajority to a simple majority standard over. 99% said yes to that I can't understand what took them so long on this one. Imagine having super majority voting standard in 2025. That's not utter nonsense. Sonos. Sonos is a weird one. Thirdy nine percent of shareholders voted against Joanna Coles but I just don't know why. I, I can't trace the, the reasoning doesn't make sense to me. Maybe it's because there are only two women on the board and she was the only director up for elections in the nominating committees up possible. Matt. I just, I don't understand. That's a high vote against I I just don't get it. Here's the other part that's where it's so nose. That you just pointed out. 44% said, no I'd say on page, that's an extremely high number but The pay committee chair carrying Boone. Got 94%. Yes, I, I don't, that disparagement makes absolutely that discrepancy makes absolutely no sense to me. Well, I'm not sure what this vote is on either. Not only the data supports it, but maybe they only reason why you vote against Joe, you can only choose one of woman at a time to vote, no one. So they went with Karen Boone and they kept Joanna, you know, the guy went after join a cold. I there, that's a big vote though. It's a 39% is significant. There's not a lot of logic here. I think that that's the point. No. And similarly, my text systems, 40, another 402% said no to pay. I don't, I don't another one. I really don't fall, so They actually have a CEO pay ratio of 36 to one man, that's like normally low. It's almost like absurdly low, right? And this day and age, I don't really understand what people are angry about last year. A 36% said no and supposedly the company listened to a ton of shareholder feedback to change the policies, but I guess none of that had an effect. And despite the fact that 42% said no on pay, none of the compensation committee members were targeted, so they're not blaming them. Despite the fact that the overwhelming feedback on the pay plans, was it sucked and they needed to change it. The only thing I did see that was odd here at my Texas systems, is that the only directors that were targeted? There were three of them, all of them had more than 10% votes again, so I think one was close to 20%. There are the, there were the only women on the board. Susan repo Ken Stevenson and Donna Wells. So, I don't, I don't again, I don't really know what the hell is going on at my Texas systems. I don't know. I think there's an emerging Trend though. There are, we're seeing significantly more votes against women in general, and I wonder, I wonder if we keep tracking this. If it's going to if it's going to unfold that any woman who was added to any woman or person of color who was added to a board in the post, George Floyd era is effectively being targeted as a Dei higher, regardless of their Bonafide days, which are all exceptional for, you know, in general, almost in bearing, embarrassingly exceptional, And finally is this a prediction of what's going to happen at Tesla. Matt at Sidious Pharmaceuticals and a hippie on Pharmaceuticals there were high votes against pretty much everything and basically it's due to a bad share price. So Is that what's gonna happen to Tesla? The share price is so bad that even JP, Morgan's. Making fun of it. You think investors will finally vote against something that Tesla this year. I don't think so. No. I knew they wouldn't I just threw that in there. That's all I got. Let's move over to the big vote. for this week, that far by far the the Big Ticket Company up for a vote this next week on March 20th. That's next. Thursday is Walt Disney. Matt, I know you have a lot to say about this. So, go ahead. Take it away. Yeah, so so I spent my time on Disney, although Qualcomm is also for a vote on March 18th, so and they're equally as big. We did a review of Qualcomm last year and a lot of what we thought of last year still stands because the addition to the board didn't actually fill our needs. So if you want to know what we thought about Qualcomm, you can listen to last year's. But I think Disney's worth revisiting because this year we do not have an activist at Disney at last time. Last year, we had two activists and it was headlined generating for months on multiple months. Everybody weighed in from Bill Ackman to Elon Musk to, you know, president Trump to, you know, Governor DeSantis like there. There everyone was waiting in on Disney in the activists Nelson. Peltz was one of those activists he was wing In on everything from the the board of Disney and had like reasonable sort of, you know, criticisms of Disney and all. So weighing in on why there was too many black people in Disney films. Why we needed them all? It was a crazy time, no joke. Yeah, this year, not so much this year, Disney's board is roughly the same so just for reference Disney's board. Last year had Francis de Sousa on it and also had Mark Parker on it. This year. We have the only, you know, a difference is our Jeremy Derek is on it. James Gorman is on it. So this year, effectively the board is largely unchanged from last year. There's just there's two different sizes on those differences. Actually happened during the fight, Derek and Gorman joined his during the proxy fight for the most part. So not a lot to sort of focus on from From a board construction standpoint, but what I do want to focus on is proxy recommendations, okay? I very specifically want to focus on ISS. Sure. Is, this is report in 2024, I'm gonna read a bit of the report from 2024 into this. They targeted. They said vote Health onto the board and they wanted to vote with hold. This is a recommendation on the longest serving is quote, the longest serving independent member of the board like a Messina. Who is Maria. Lagou messino? It says, quote log of the no bears more responsibility than any other serving nominee for the failure of the Stags rasulo Bake Off the failure to cultivate a readily apparent, successor to Igor. Following Staggs his departure and again following Igor's re-entry, right? Wow, they're they blamed listen to for the succession plan failure at Disney? They all, so say this, what? Wait, Was she the chair of the nomination committee? Why does she get the Susan Arnold? Was the chair of the nomination committee, okay? And their focused on Lago Messina. They added a couple of layers here. Pelts is the one who focused on laga miseno. Not ISS is basically was agreeing or disagreeing with pellets with Pelt because all. So on the nominating committee at the time was Derica rice, who is currently not on the nominating committee but he was on the board during the activist campaign, right? So Derek arrives, Maria laga messino and Susan Arnold were there for the chape pick the the poor shape. It picked the Stags you know, overlooking Staggs But they did not go after dark arise. They went after Maria like a casino supposed to fight, the Derek Horizon is quite a busy director. He sits on the boards of Bristol, Myers, Squibb, Target, Carlisle, group, and Walt Disney. Those are. Yeah, big cap companies, they did not care about him at all. Pelts did not choose to care about him but they include as reasons to vote with. Hold on Laguna that so the succession planning. But also the fact that she was a member of the compensation committee since joining the company and she's the chair of it since 2019. She oversaw quote consecutive years of problematic compensation decisions resulting in significant shareholder opposition Which the committee failed to promptly address. Yeah. They targeted her because she was quote, the longest tenured independent director, and a member of these two committees, she arguably Bears, more accountability than most for the failed succession, basically, I'm okay with a lot of this man. I would have voted against her myself. I thought, I probably did recommend that. I I don't disagree and a lot in a lot of respects with their analysis. They said they wrapped up by saying shareholders are recommended to vote for Nelson. Pelts, I did disagree with that. I did not agree with no butt and withholds from Jay. Rasulo. Blackwell's not nice and withhold from Maria Elena laga Messina. Yeah. Jay Versace low the former CFO of Walt Disney like back in 1940. I think so fast forward. One year today. There is no activists at Disney And here's the headline. Proxy. Advisor ISS supports Disney board. One year after the fight. The entire board. The current reporting. And this is, I've heard this from people who have access to the report itself for what is this is recommending. And this is based on a number of policies. So it's not just their one policy ISS is recommending voting for the entire board at Disney. Well, Well, no, I will add that one thing that has changed since last year. Is that the Disney share price is down, 12%? So, let's go Point by Point here, right? Let's, let's see if anything has changed, except for the ISS recommendation. Because iss's whole recommendation is effectively built on what three pillars, which are succession planning, which are compensation issues and which are performance underperformance of the stock. And during this tenure, because Nelson, pouts pointed out underperformance of this entire board during their tenures. So, starting with succession planning, they added James Gorman. James Gorman was the CEO of Morgan, Stanley successfully successed himself, I suppose I would you well think? Yeah which is which is not the role. It's not the role to see. CEO's job is not to create his own succession planning, correct. It's the nominating committees job to do the succession planning. James Gorman was added to this board, not the nominating Committee of Morgan Stanley. Yeah, yeah. I will say, Matt, that the love of James Gorman here is, is a kind of a sad, look at our anti. Our current anti Deo world where I think, just because of the fact that he's a white man, from Morgan Stanley that he represents this, this something called quote unquote Merit, right? So they're just they're just saying he's good. He, he is a great choice, he knows what he's doing, right? I mean that's not basically what we're talking about. That's seems to be is that I SS is not articulated this in. Anything that I've seen, but a sensibly. What's What's Happening Here is Gorman means succession is taking care of, which means, I don't really know how, but I extension log of messino can't do any succession and damage. If you thought she was responsible, okay? The succession plan, failure, having Gorman, take care of this now means, but she Can't do damage, but she's still the longest tenure director. She still has a second highest influence according to free flow analytics.com. Right behind Bob Iger, so she's still a powerful voice there. So ostensibly, she's actually gonna have quite a bit to say about succession planning at Disney still. Well, so, here's the free float, take on this free float. I believe Gorman is a succession smokescreen it is still very much Eiger picking. In fact, the data shows that Gorman is a friendly not a dissenter Gorman. When he joined the board, became the single most interconnected director, on the entire board. He is involved in 42. Distinct Loops to other directors on this board. He outpaces Mary barrows 40 Loops to the other directors. We know this board. In fact, it was written up in last year's activist campaigns. This board is hand-picked by Igor. It was in every media article Eiger hand picks his own board. I grew actually has fewer traceable connections to other board members, then Gorman does and that includes through nonprofit boards which we added this in the last month. We had a non-profit boards without non-profit board, six of the 10 board members are connected in some way with the nonprofit boards nine out of 10 are connected, but really, it's 10 out of 10 given that Michael Froman still on the board. He actually was put as the president on a board member of the council foreign relations in 2023. They haven't filed their taxes for 2023 yet but he's connected to James Gorman. Threw the lawn foreign relations. There is very clearly, a Gorman problem, not a solution. And that is Gordon is highly compromised by his relationships with other directors on this board. Not to mention that we've covered several succession at media companies, we've covered several proxy, contests at media companies, we've covered the boards of several media companies. The corporate governance beast. At media companies is nothing like the Morgan Stanley. That he came from nothing, I would argue that the succession plan is not solved. So if that is well, like, part of ISS is recommendation to vote for all these directors, it is not solved in any way, shape, or form. In fact, it might just be a smokescreen a solution. So, Point number two, log of Messina's tenure and her underperformance during that tenure, not only does logoman a vote against by those justifications virtually the entire board should be voted against If you look at 10 year log of the scene, oh, absolutely is the longest tenured. She's the second most influential to your point Gorman, doesn't even come in third, he comes in fourth behind Mary Barrow, right? But is ISS recommending voting against any all directors with eight years of tenure on underperforming boards. Because that does not seem to be the case. When you update peltz's direct your performance chart every director on this board, underperformed relative relative to the S&P 500 in the last year which means for their entire 10 years of every member of this board. They all underperform. Every single one of them by peltz's chart that's just by peltz's chart by our own data. The bottom three TSR performers aren't actually isn't actually log of messino. It's framing. Derek and Barra. Eiger Barra and Roman are the worst for earnings. The members of this board You by most measures are either average or underperforming. So is ISS recommendations now that you vote for underperformance everywhere in less than activist is involved. It's very confusing because nothing is changed from a performance standpoint at all. I mean, in fact, I remember in our original take on ISS last year. Was that, that the only voting against one director? Wasn't even enough? Like they were, they why were they Cherry Picked her? And didn't Target a bunch of them didn't make sense, but now that the reversing on her equally doesn't it makes less sense now and not to mention that you mentioned egregious pay, there's one figure. I just wanted to point out is that the CEO pay ratio? We laugh at CEO pay ratio all the time. If it, especially when it goes above this 365 to one pay ratio which means that the CEOs earning median, pay in the first day, blah, Burgers is 746 to one. So I mean, you don't get much more egregious than that. I mean, that's just crazy. I mean, so let's get to the pay question entirely, right? So egregious, pay Eiger actually in the last year, we just talked about underperformance. I grew in the last year, got a 30% increase in his summary compensation. After underperforming the S&P 500 for this year. Right stock price down, in fact, according to free, float data, as of the end of 2023, which is the last time, We've ran this particular data point. We look at CEO pay and directors, who pay the most relative CEO pay ratio which, which directors pay the highest CEO pay ratios in the industries, where they sit on boards. None. This is this is real data. None of the Disney directors have ever paid a CEO of any board they've ever been on below. Average pay. Every single one of them pay above average, in fact. Every board that Mary Barra has been on the CEOs are paid in the top. 90% of all peer CEOs, Sapphire cats, who is the next? Who's the best on this board? Paid CEOs in the 72nd percentile on every board she's ever sat on. So Logan was the head of the comp committee still and guess who's replacing her at this AGM. Mary Barra the worst performer for CEO pay on the board, not to mention a one of the busiest, CEOs in the world. So I guess it makes sense that to put her on a committee where she doesn't really have to do much. So, but if you just like, raise raise the numbers, if you look at the justification here, if I asked this flipping their vote, Are they flipping their vote? Because now they are they are going to vote. For. CEOs, getting a raise, every single year? Is it? What is the vote? Like, what is the, what is the flip here for? Because the pay is still incredibly egregious at this company by virtually every metric. So, if they're going to vote against the pay package, shouldn't they vote against the Nom chair. Also, who is lagga miseno now? And will be Barra. Overall, here's the take, not only does every ISS justification still apply today. In fact, we were right last year, it applies to everyone on this board. This board, broadly underperforms it underperformed before, pelts it, underperformed after? Pelts sure. It's only been a year So, I actually think you should repudiate this entire board. Okay. I think you should vote no on every single director and you should ask better of ISS. Why are you flipping your vote? You were right. About at least one director last year. You're not less right this year just because there's not an activist involved. Does not mean you should stop paying attention, you know, at a minimum this is the perfect use case of my belief that we got to start getting American CEOs off their boards. If you, if you have a major succession planning problem, one, that's so big that even normal news talks about it, then I would suggest absolutely voting. Bob Iger off this board. Bob Iger is still gonna be the most, the absolutely the most powerful person at Walt Disney. But why should he even be sitting on the board that's trying to figure out what to do with him when he leave? Like it's doesn't make any sense to me. so that's my recommendation and I think you, I think you actually need to start to ask you need to start asking ISS questions about How are you making these recommendations at all? Because clearly, there's there's not data. I know the special solutions group was involved in an activist was doing it. And now it's your regular analyst, but there needs to be some sort of justification for flipping your vote back to voting for this entire board. That's that's exactly what I was gonna say. It's one thing to just have no opinion and just vote for everyone. It's another thing to, to 12 months ago, you're saying vote her out and then, 12 months later, nothing has changed, and you're saying, okay, she's fine. Now that, that suggests that the something is a little bit screwy over at ISS. I also briefly looked at the Disney shareholder proposals. Um, yeah, I don't think there's much to report here except a bunch of the same antiques stuff. I didn't want to get into Boyer research, has one about ad, buyers and sellers, which is totally bizarre because they're suggesting that Disney should be advertising on every platform. Regardless, if they agree with the content on that platform, Or otherwise they're discriminating in some way against the users of those platforms. But what's interesting to me about the boy or research, one was not the content of it because it's patently absurd. It was that the who they do it on behalf of we already covered last week or two weeks ago that they chose on behalf of a person that I could not find in any record, anywhere not Social Security, records mortgage records, no phone numbers, no voting records and I looked everywhere that I could and this week they chose someone the only person I could find whose name matched is a is a real estate agent based in Texas and I actually reached out to that person and got no response. I'm not clear whether or not they are. What's her name? Dana Tuggle, Dana Tuggle was her name and I am not clear whether they're fictionalizing the on behalf of us or Finding anyone somewhere, who's sort of blindly willing, to just say, sure whatever the arguments in the first place. So they might be making it up. Let's not forget that the reason why Walt Disney in a lot of similar companies, media companies, like Walt Disney World pulling out of Twitter, Was because they were finding that their advertisements were showing up right next to the accounts of neo-nazis white supremacists. Like, that's not a good look. If you're also trying to sell movies about fish, you know about little animated fish swimming around. So the whole the whole, the whole concept behind what Boyer research is asking for is bizarre in the in the first place not to mention. Where is Exxon CEO Darren Woods to. He likes to sue investors. He should sue boy research for wasting that time at Disney with this kind of crap. I just I don't I don't know what's going on. So those are my, those are my suggestions voted against the board. You can vote against, you know, anytime a gym, Richie has a Cheryl's, a proposal, or John chevin has a Cheryl to proposal. I'm always Pro them in general, but for the most part vote against the shareholder proposals, I don't know if you have anything to add about the other companies. Anything, no. Not the two things up from me. The most was the Absurd. CEO pay ratio at Walt Disney 7. 46 to 1. I also like that a construction Partners. They actually had a low CEO pay ratio and it's very precise 64.6 to 1 but I will end on this that the, the problem with construction partners and this is maybe the lowest I've ever seen. They have one woman on their board, who has a total of 1% influence. I I just never seen anything so absurdly low. So, but other than that. Yeah, I don't, I don't, I agree with you on Disney and I don't have anything else. Anything else to add, before we wrap up, man? That's it. That's the proxy content for the week of March, 10th 2025, join us next week. We jump back into the alternative democracy pool Forever on the lookout for shareholder Shenanigans, Dopey directors, and scandalous, CEO pay ratio.