Transcript
This is proxy countdown. Welcome to the Big Show for the week of February 17th. 2025 alongside my tag team partner Matt McCarty, I'm Damien rawlas on today's countdown idexx, Laboratories is getting rid of its smartest director, Kinsale Capital group is getting rid of its lowest performing director. Mike Levin, discusses proxy activism in 2025. From free floats, very own shareholder Primacy podcast. Another vote against a director who skipped a meeting. And on the big vote. Shareholders are getting quite political at Apple and dear. Start with our top stories, Dr. Ashok Collins, a high-performing black director. At idexx, laboratories has stepped down from the board. She had the second highest batting average at 700, and it only serves as 2020. Idx, did not state why, Dr. Collins was a PhD in cancer biology and microbiology, retired. Other than the normal frustrating boilerplate, that her decision to resign was not the result of any disagreement with the company, blah, blah, blah. Matt would be nice to know why such a smart person who performs so, well, is leaving your board after only four or five years. That sounds like they outlived their welcome. Director, Brian Ruder has stepped down from the board of Informatica. Despite the factor are only two, female directors, with a total of nine percent influence Informatica immediately appointed another man to the board. Alex Van der Linde. Who will serve as a class 3 director? Meaning that shareholders won't be allowed to have a say on his appointment until the annual meeting of stockholders to be held in 2027. Good news at Kinsale Capital group. Where the director with the worst overall performance is stepping down, that's James Ritchie. He was hitting 453 overall on a board where all other directors were hitting at least 700. His TSR performance was a specially bad at 266. Overall, the board was hitting 785 and TSR TSR, so it's nice to see. A low performing director, stepping down. Paulo Alto networks has appointed two new directors, hella thorning Schmidt and Ralph hamers. They will each receive a golden hello Equity. Grant worth one million dollars. In addition Palo Alto director's receive about 400,000 dollars in annual pay compensation amounts such as these immediately call into question, whether the new director is will be able to provide effective and independent oversight of management. And lastly, at world pool. Director. John morikis is replacing board member Larry Spencer. World pool is a big board, 13 total board members, but only three women. Instead of making the effort to find a fourth female director in an industry, whose primary buyers are other women. Whirlpool opted for the CEO of a company that sells paint. To make matters, worse. Whirlpool already has a dude on their board. Rick Rich Kramer. Who served on that very same Paint. Company board, that Sherwin-Williams. Now they have two double Williams. Yeah, double paint double paint. And our proxy cage, that's it for our top stories and our proxy cage. Match this week matte we're doing something different. Want to introduce what we're doing this week. Yeah. So Mike Levin from the shareholder Primacy podcast that he co-hosts with an Lipton. I was actually on the podcast with Mike this week and we talked about activism in 2025 and some of the trends over the end of 2024, we're going to cut up some of that and he's going to talk about trends that he's seeing. There's a couple of fight, so proxy fights, he's talking about and really the role of proxy advisors when it comes to, you know, their interaction with activists. So, let's listen to Mike and I for a couple minutes from the shareholder Primacy podcast. when we looked at it, a year ago, activists had won Out of, I think 15 contests had one, maybe at least one scene and only four. And won everything they were looking for only a couple. So at least based on this very small initial sample in terms of voting outcomes activists seem to be Doing. Okay, you got a sense of the change though. Is it? Because of who the activists are targeting? Or is it the, is it something else? Is it like thematic change? Like is it's not regulatory, right? Like nothing? No rules. No, I think activists got a lot smarter. And in this case, some of it is of course situation specific. So for example, a Massimo, you know, that was just a troubled company and I mean I was multi-year right now. It's same thing with Mantra Ridgid Air Products you know Paul Hall at mantle ridges have really really knows what he's doing here and and it was a company that needed a lot of work and share, all their sentiment was kind of on his side. But a couple of these others were, you know, it could have been more of a jump ball and and and the and the activists just, you know, did things pretty shrewdly communicated pretty well and and started to Prevail again and this is in voting outcomes, you know, you know one of the big themes in the past couple years is because of universal proxy companies are settling a lot more and a lot quicker. And so you know this may be a little bit of a clue that because of these results companies may be encouraged to settle even more even more than than they had been inclined to do so. There's one that's coming up the votes next week Berrington, Capital Jim miter Tanda, long time. Very experienced really good. Activist has been doing a proxy contest at Matthews. A tech company. They're looking for three out of three, and, and it's worth noting that one all the proxy advisors came out in favor of Berrington and so forth. So if that does doesn't settle real quickly, looks like Berrington probably a win, the seats they're looking for. Let me ask you something about that, proxy advisors And this may be a slight Divergence, but one of the things that we notice like, so on our other podcast, particularly on proxy countdown, we pay attention to this sort of like, in a ancillary way we're focused more on the people that get put on the boards and the contests and your focused. Like you got much bigger view of the contest. It does seem that the proxy advisors Only seem to really do diligent around the directors themselves when an activist is involved. It's almost as if the, you know, because the year prior. Yeah. The, the advisors are generally in favor of every single director, but in activists steps in says, this company is underperforming or we think there's breakup value here or whatever their thesis is right. And you see the proxy advisors sort of flips. So now you know you bring up Berrington and Matthews right now all the advisors Eagan, Jones and glass Lewis and I assess are all behind the Berrington slate, and but but they were behind the entire message late last year. So what's the difference? Like when you see these things happen? Is it just part of the engagement between the activist and the advisors or is it like there are no other options first votes outside of a proxy contest or direct or Rec Tend to be. Ten to follow policy. Okay. And so, you know, I assess and glass Lewis and, you know, they spend a huge amount of time, crafting their policies, and they get a lot of input and so forth. It's really a pretty good way of trying to determine how to vote. Okay. But you know, if they're going to look at you know, it Matthews they're going to look at their governance score and so forth and they'll say okay, we're in the absence of kind of activist pressure, we're just going to See, see what the policy tells us the policy is is got I suppose a little bit of bias to, to status quo, you know, they're going to really only recommend against incumbent directors in the absence of an active activist situation. Only, if there's something really unbelievably serious going on, you know, in terms of governance and so forth, but it happens. Okay, that's the first Factor. So there are voting your credit policy. Second, there is more interaction here, so the company and the activists make a much stronger case or different case than just, I SS being able to read a bunch of disclosures and calculate a governance Court class lowest. The third is that there's a different group involved. For all for proxy, contests at least did ISS. I forget what it's called the class Lewis. They get this special situations group and so they have a whole different set of analysts. That look at these situations and decide, okay? The activist is right, or it's mostly right? Or, you know, we think it's two thirds, right? So we're going to recommend tooth out of three boards each or whatever. Okay. But yeah, the and that's actually that's a great observation that once an activist starts to get involved here, you know, things get elevated in a way where the recommendation just as handled differently. Thank you, Mike and Matt, you gotta thank me. I mean, I'm the most important thing for that. Proxy activism in 2025 report. Let's move over to our I should repeat that that's shareholder Primacy podcast available through our Productions. Free flow Productions, available everywhere. You get your podcasts and in fact, and Lipton. I see her featured regularly in New York Times, dealbook section and Lipton. They're very quotable and lifting and lifting. If you haven't listened to shareholder Primacy, she is fabulous. She's got hot, takes left and right that are well thought out. She is a Security's law professor at Tulane. I think she's actually just switching up her position. She's moving College's, but she is highly sought after expert in the space. So you got to listen. Virtual vote results table of the last week. I looked at, I don't know, dozens of meetings that came in. I'm only going to highlight a few of the outliers because as usual investors don't really have much to say at these meetings. Most things passed with well over 90% of the vote most shareholder proposals are struck down. A two notable meetings. One simulations plus 41% voted no against Dr. Walter waltos He is the former CEO. He's 79 years old, he's been a director since 1996 including 28 years as chair. And also he's not really even a doctor. He is an honorary doctor of science from Auburn but still refers himself as a doctor. I'm a little bit unsure about that. And he also controls 17% of the total vote AS simulations Plus. So this means that shareholders really want him gone. Wow. Yeah. So let's see what happened to see if he actually leave been there since the Clinton Administration map. Not long enough, really. And finally, at Central Garden and Pet all directors received about 12% votes against them except for Which is pretty high actually 12%, except for newly appointed director. Randall, Lewis who got 99.9%? Yes, I guess Sherlock's are willing to give Randall a chance and Christopher Metz who got 28% vote against 28%. And that is because of the classic mattes attended only 70% of meetings and I'm not saying we shouldn't vote out Mets. Go ahead, vote out Mets but can we all agree to find any other data point which might suggest an underperforming director? Can we find something to agree on? yeah, if he didn't attend to meetings, That's it for the vote results. Table. Not much going on there. Let's move over to the big vote picks. We're looking at all the companies having an annual meeting's next week. The two I focused on this week, our apple and deer a map but what do you what did you look at this week? so I looked at Apple and dear all so, but I also included at least one shareholder proposal though apple and deer from a little proposal standpoint which is our They are just Rife with anti-esg targeting. In fact, most of the proposals at Apple are anti traditionally anti-esg anti Dei. Yes, there's sort of like the vaguely white grievance, all actually, all of them, all four of them, one from the national legal and policy Center. Well, one from Boyer research right. One from National Center for Public Policy research. Another one from Inspire through Wayne Francis, Lee responsible investing. But, but what's interesting about the Apple ones in particular, is one of the Apple ones from the national public policy. What do they that National legal and policy Center? They both like those two organizations, National legal and policy Center. And then there's a national Center for funded by all the same people. They're all fake in terms of their independence. They all the same people. Well, when you look even deeper and look at their analysis, their fake analysts, they're fake researchers, that they don't really know what they're talking about. Well, I have to say the report is National legal and policy. Center asked for a report on ethical AI data acquisition in usage and nowhere in it. Do they say anything about religious discrimination discrimination against white people to the they're looking actually for a report that You can get behind, you could get behind sort of, how are you going to put AI on your on these devices that we carry around with us everywhere? And we can and that can track everything. Meanwhile simultaneously, then they have multiple from Boyer research and National Center of public policy research, which is not the same as the first one. In fact, the national Center for Public Policy research. Theirs is just requests to see Dei efforts. That's the proposal. Just, just stop it. That's what they're saying. Stop and the one from Wayne Francis through Inspire, investing is effectively the same thing. Just stop. You know, being anti-religious through your your charitable giving which is what Boyer filed at deer. And that's the one I'm going to talk about in a second, but, okay, I think we should do directors first. All right, I let me, let me tell you what, I what my suggestion, at least at Apple, I think apples the Only company. I have directors suggestions. This is a board that that's been there since like 1914. But I'm looking I look at it through our through, our gender influence Gap, that's a performance, a data that you can only find at free flow. Analytics.com, apple has a sizeable gender influence, gap of minus 22%. And I'm looking at two men who are causing that Gap, that's art Levinson and Ron sugar. Who combined to control 31% of total board influence. They have been there respectively for 25 and 15 years. So that's my very simple recommendation, Time to Say Goodbye to Levinson and sugar at Apple. And let's let's find some women. Let's close that. Gender influence Gap. That's my suggestion. So, the funny part is for totally different reasons. I am 100% in agreement with okay, good. See, there's a lot of ways, a lot of ways to use the data free flow analytics. So here's the way I looked at both apple and dear. I first, I started with the meritocracy. So in the free float data, we have basically sort of the five pillars of meritocracy in to the data. And this is, we talked about it last week, but you know, do these people have knowledge Advanced knowledge of the industry that they're on the board of do they have? They had leadership experience to CEOs, or multiple boards? Do they have? Big networks? Are they a powerful person and that's just what they're on the board because there are powerful person. Do they have an economic interest in the company. Meaning, do they have a significant stake? Are they a founder or are they, you know, large shareholder of some kind and then and then finally, the, do they perform like do they have? They actually have a track record of delivering returns to shareholders at the other boards that they've been on. If you got three out of the five, we kind of flag you and say, it's really hard to argue that you don't Merit a spot on this board. Not that you don't or the you do. It's hard to argue against you, you know, you. Because you might be an organization that's looking at specifically at two of those performance metrics, right? Yeah. You might only care about knowledge, right? Exactly, you know whatever your thing is but for the purposes of this, let's say let's focus on the one that have. Don't meet that criteria. They don't have at least three go ahead and for Apple. That's art Levinson. Alex course key and Monica lizzano. So Art is among them Art's been there basically, he's the only long time director that's a Steve Jobs holdover, write. A few of the directors have been on boards with Steve Jobs, but Levinson's been on it. Since 2000 like the, the jobs Hay Day in some ways and through the end of jobs as life. So, I think Levinson is there for institutional knowledge. Yes, except you do already have Tim Cook, who was Steve Jobs CEO? At some point, 25 years of institutional knowledge is not required for go on a go forward basis, special, and you consider what? What Apple was in the year 2000. But yeah, go ahead. I'm pretty sure that what apples producing in the years was iPods. I think even know if there was a point for a long. Yeah, I think it's this point. You can probably say we can be done with with the guy who was here, where we spearheaded, you know, at the iPod Shuffle, he'll move on from that. I'm sure he'll still call once in a while and offered advice. The second two. There were Gorski and lasagna now. Alex, coursekey and monocle Lozano. They're hugely connected to the rest of this board. In fact, lizano is connected to 38% of the board and Gorski is connected to 50% of the board through other board roles and people they know in common. Sure. So Gorski is busy. He's also on the JP Morgan board shouldn't be busy replacing Jamie dimon. So at some point, I don't think anyone's replacing Jamie Diamond at this point and lizanos on the target board. Rolling back Dei programs. So, you know, I was in particular her career was in Hispanic media. And one of the things that I like to check is I like to check the knowledge map, that we have at free flow, which is basic knowledge, that is required to be at the position you are. If you're the CEO of a media company and you went and you got your, you know, your your Master's in Communications. Clearly media is a course, knowledge of yours. It has to be in order to be there. I like to map that against what they say in a skills Matrix that's reported on the proxy. Lizano somehow is listed in the skills Matrix as having environmental issues as a skill, is that right? There is no mention of issues in her bio. There is she? They, they say she has ESG, expertise all so on the target board, but not on the Bank of America board. She does not have that as a skill there. So Bank of America is being on us So, someone's being honest. And someone's not being honest, is really what happens, maybe, and you said she was the head of a media conglomerate. Maybe. Maybe there was reporting about environment the environment. Yeah, one day, there was a flood and they probably said that. So so I have vote knows, just on meritocracy for 11th and Gorski and lisanna and Levinson sort of a double know because as you said, he's been there for 25 years. Which brings me to Sugar my agreement on John sugar. Apple's age cap for a director, 75 years old. I'm waiting for the discriminating against old people lawsuit to come out of Boyer research in the National Center for. Yeah, we've talked about this age limit a lot. I mean I don't I don't necessarily see the the argument for it. I mean it's it's kind of hard to argue that. Just because you turn 75, you can no longer serve as a director. I mean, I'm mostly okay with it. Well, I don't care deeply combined with tenure then then it matters. I think that's true. That's that's the correct way to think of it. When you combine it with other factors, it begins to matter. But in Ron's Sugar's case and Ron sugar is highly accomplished been on a bajillion boards. I like I actually have a picture of him on my wall because he's one of your patron saints of proxy countdown. He's like he's like oh geez, like Kevin Garnett right name, sure. In 2024 Apple waived the age cap for Ron sugar and now in 2025 they are waiving. The age cap a second time. Yeah. Okay. Not a problem. Except that your reason that they disclosed in the proxy for waiving, the age cap is quote, significant refreshment and board composition, and institutional on knowledge. Here's what significant recent refreshment and board. Composition is one to Austin was added to the board in 2024, she's aged 70. So she's only got a five-year tenure if she if they stick by the age cap. Alex gorsky was added in 2021 that was the next ACT that was a next prior ad, right? And added with monocle Lozano in 2021, that's it. The average board refreshment rate in the last year for us boards. Was 6%, 6% of boards that are turned over in the last 15 years. Apple had a 4.7% refresh rate and in the last three they had a 4.7% refresh rate. They are below. The average refresh rate you can't possibly argue that they had signific. Recent refreshment when it's below. The average US company. That's a significant. It's a strange. It's a strange rationale to be sure. And they could have just said we really love Ron sugar. It's weird to pull out a reason like that. They're better off just saying Ron sugar is our one of our favorite, we love her, we love him, it's not exactly. Like investors are going to listen to what we have to say and vote against him anyway. So, my recommendations at Apple were not Iran sugar, no, to Art, 117 know, Alex course, he know to Monica know. Yeah, reasons, I will say this, you know, old-fashioned the OG corporate governance, experts would say, if you have the policy, follow the policy, it's that simple. Yeah, or get rid of the policy. Exactly. Right. If you have to, like overwrite the policy every year, then it's not functioning. Let me add, before we move on that. Say on pay at Apple, Tim Cook is making 650 times more than the median employee. That's that's a lot. So according to my new rules, if if you're making more than the the median worker on the first day of the year, you should vote no against that PayPal policy. It's absurd. So I how many hours does it take him to to make as much an employee? I it's before lunch? No. Yeah, right. Yeah, I guess depends on when he has lunch. I think he probably has a later lunch, so I think it does count right before lunch around lunch. So so I would stay away from Tim Cook on the first day of the year at Apple because, you know, he'll be gloating in the lunchroom that he's already made your your page check. To the poor person behind the counter serving him the lunch? Yes. Well that person's I mean sub, median, I mean, right? That he made it much as much as that person you know when he's first poured, his first cup of coffee? Yeah. For sure. Yeah for sure. All right. So do you want to dive into a share? Liver proposals at either apple or dear? Well yeah, the Apple ones. I think you vote. Actually I'm inclined to vote Yes, on the AI. I'm okay on on any report on, ethical AI data acquisition and usage even if they had gone off into some weird racist rant. I still think that look, I'm basically for disclosure of of all things. Really any, I'm okay with most reports. Just give me a report. I love reports. What I'm struck by is actually, you know, I would vote on the rest of them, but here's where the Apple deer, overlap becomes interesting because they're two coming up this week, right? Or in the next, it is Evan to 10 days. It's a weird juxtaposition. Go ahead. It seems like a weird juxtaposition except that proposal number seven at Apple by Wayne Francis represented by inspire investing. Is a copy paste. Yeah, of The Proposal at Deer proposal. Number eight brought by a totally different person, backed by Boyer research and its and in the detail, there is a very weird tell is that they're both very oddly targeting. The Southern Poverty Poverty Law Center, which an organization known for fighting of all people, like, groups, like the KKK. I mean, that's who they're targeting. That's where they're angry about the southern part. I'm not joking. It is a point for Point, copy paste. I mean, it's literally they they added a few words to Apples. So that if you like, put it into, you know, a Microsoft Word to do comparison. You'd see there were some changes because you have to make some changes. But the core argument in both is the same exact language in both. And these are totally supposed to be totally Connected organizations. This is the American Family Association represented by Boyer research and this is Wayne Francis represented by inspire investing, totally separate organization. So, when you see it, and you're doing an analysis of many people actually, look at the proponent of a shareholder proposal, and they use that as a starting point for whether or not, I'm going to take this seriously, this appears to be two separate proponents. It is one proposal at two, totally disparate companies with totally different business models that are copy pasted, just made to look like many people have the same argument. Can I tell you? What else took out to me, which I found odd is the I know that. So we have some of the same proponents, both apple and dear, the aforementioned National legal, and policy Center National Center for Public Policy research, I think Boyer research right at both. Yeah, Boyer's Apple. Yes, but here's what's, what was bizarre to me. Is that deer? A company, which got rid of his Dei policies in 2024 that they're they seem even angrier deer for not doing enough or not getting rid of enough of their Dei, right? They the language just seems sharper at Deer as a apple. I don't have no idea why, like, didn't dear already come through for you. I don't, I, it's a strange to me. So, that's a fantastic point. And it's something I like I brought up before, which, is, by caving, to pressure around Dei basically immediately. Dear put itself in a position where when a bully says, give me your lunch money and you give me your lunch, money? Sure. They don't stop the next day, right? Like they're not like, well, you gave it to me yesterday, so we're good. They go for more. In fact, they feel emboldened to go for more and these aren't bullies that are making coherent data-driven. So, yeah, I have been to support that thought but yeah, go ahead and So they're actually, they are, I think you're right, that they are more pointed at deer. In fact, there are multiple Dei related proposals one from as you sow, which is meant to be sort of like a pro Dei approach, which they flipped on its head. And said, we want to report on meritas, they're clearly listening to our shows because they're basically saying okay you got rid of DDI. Why prove why you got rid of it? Proved why? Yeah, prove that you have a beautiful have a merit which congratulations. To, as you said, that's exactly what you should be asking. And John chevin kind of the same idea, right? With his civil rights audit John shevan with the Civil Rights Auto, the Civil Rights oughta, is a recycled one from many other companies. We see that all so sort of a copy paste version so it's a little bit here but then there's Boyer research which is asking for you know sort of like just a report on discrimination in Just, you know, charitable giving religious discrimination discrimination in charitable giving. And then, there is a probe that you're not doing Dei proposal. Who's that one from? I can't even remember what national one of the national fruit that prove that you're doing Dei. It, proved that you're that, that a report on its the national legal policy Center. They're saying racial gender hiring statistics because they want to prove that you're not doing the Dei. Yeah, like and there being there being deliberately like hey mongering and they're deliberately getting data wrong. For instance they report that according to the census that White's constitute 76% of the American population but when you look at the Census Data linked to they provide it's actually a core of the census white alone, not Hispanic or Latino is actually 58%. So they're deliberately like messing with numbers to prove a racist point in that one. But there's deer basically by caving made themselves a Target even more. There's so many anti anti like discriminatory discrimination base anti-esg. Charlotte proposals. That they're swimming in shareholder proposals. I mean none of them will probably rise above 2%. Yeah rights as is typically the case but then why cave? Yeah right like investors would have backed you If you had stood tall but you caved, so I did the, the one I focused on the one that I looked at was Boyer research because it's proposal number eight. It's an easy. No, But what struck me is, I mentioned that proposal 8 is a copy paste of the Apple proposal, right? Like they're basically the exact same thing in the original proposal filing. They, to your point, they mentioned Southern Poverty Law and how it discriminates against religious groups and it's hate maps and they mentioned Human Rights Campaign and their social media. They're called for social media to send her hate speech, which they view, as a threat to religious freedom and they say, you know, your charitable giving because you rolled back your Dei, but your charitable giving does not kind of conform, there's a religious discrimination in it, right? Like that's kind of what they their original proposal says. They filed an exempt. Solicitation now, reading these empty solicitations is one of my favorite thing. Because Boyer filed an exempts solicitation to back. Proposal number eight, saying you should vote. Yes, on this. And we're looking for that report on the charitable giving and why discriminates against religious giving. And then they make a totally different argument. They don't, Respond to the company's response because deer apparently does not the charitable organization. Does not give to this Southern Poverty Law Center. They do not give to the Human Rights Campaign. They actually had nothing to do with rolling back Dei, it's a separate organization that deer contributes to they offer matching to employees. Who want to give to the foundation. The matching specifically says that they can't, the foundation does not give directly to Bible schools for missionary work. And Boyer has decided that there's a double standard because they partner with an organization called Kickstart that works with farmers and Africa, deer and farming, and the whole thing farmers and Africa. And that organization, occasionally partners with churches in Africa, to distribute farming education, right exhausting? And because of that, there's a double standard because they won't fund a bible school down the street in Idaho, but they will give money to help farmers in Africa and somewhere in that supply chain is a religious organization. Yeah, yeah, yeah. I had nothing to do with the Southern Poverty, Law Center, Human Rights Campaign has nothing to do with their actual proposal, totally separate new argument. I I mean I I'm in full agreement with you here. The one that stuck out to me is the one from the national Center for Public Policy. Research asking for a corporate Financial sustainability report. This one relies Matt on the on the teaching of Citizen journalists, Robbie Starbucks. They call him citizen citizen journalists, but before I go further, what, what exactly is a citizen journalist and can I can I be a citizen? Pediatric surgeon? Is that possible? Yeah, yes. Yeah I'm not advise doing the surgery but yes, but two of the things that stick out to me and this is where I'm just exhausted by these arguments because they're, they're they're they're, they're so tongue and cheek, they're so unserious. They're they're, they're they're intentionally misleading. Two of the things that they and this proposal one. They say that. They say that. Customers want to hear that deer will no longer participate in the corporate equality index. Score from the Human Rights Campaign, Oh, Matt, do you really think that the cut the dear customers, buying the 400r dry spinner spreader? Are really asking about the corporate equality index score from. I mean, it's just so it's so fake. It's it really? I like my my jaw drops when I see arguments like this, the other thing is it's just sloppy. I mean really they they should call themselves citizen investors. It is in researchers. It is an analyst. I don't know what they should call them guy on Twitter. Yeah, they should call because here's another argument they say that they're quoting Starbucks, saying that John Deere is now at a one year low and stock price. And that the only company to thrive after Starbucks reporting is Tractor Supply, who did a full rejection of woke Paul's? So they're saying that because deer didn't fully reject all woke policies at their share price is struggling except National Center for Public Policy. Research should know that Starbucks is referring to a share price. That happened in August of 2024, when Deere stock price was 347 Dollars and now Deere stock price just went over 500 dollars. So Matt none of it is based on real analysis. It's, it's all just a bunch of fake Hocus Pocus hate-mongering. It's really, it's disappointing. Honestly, when you dig into their arguments, what I'm upset about is that For all of the sort of you know, covert hate mongering, whatever like the thinly veiled racism and or the like you know the woke is evil. Whatever attacking is American civil rights groups that that go out for the KKK. Yeah whatever you whatever it is you're agenda du jour is right? The anti-woke movement boy, research Robby Starbuck National Center for yada yada yada whatever your thing is. They have not figured out the same thing that an ESG proponent or a corporate governance. Proponent has hasn't figured out either which is vote against the directors. Stop it with the older proposals and vote against the directors. That is your Leverage. These are non-binding shareholder proposals. They might give you a report that says, nothing that's political theater at this point theater. I get you want the theater, but if you want the change, then the way I looked at change here at deer was The meritocracy. And I looked at it, the people who are voting to roll back Dei without a single thought, strategic thought about the unintended consequence of doing so. So in this case, I suggested voting no on Mike johanns, he's the former US senator and a US Secretary of Agriculture. But as a general rule, I think like its proxy countdown rule time, vote against politicians on boards. Yeah, I agree. There is already a massive. You're these S&P 500 corporations already have massive lobbying effort, resources, right? They already employed so you don't you actually don't need another politician on your board ex-politician. I mean, the only thing of value that he might bring is some sort of connections to people in government. But if you're a business that can't survive without backdoor Politics on your board. If you're an investor, you should be wary. You should be looking at and saying, like, isn't this a yellow flag that if you have to add someone who doesn't have real core knowledge of manufacturing of these devices or I mean like a great. He was us secretary of agriculture but he is it wasn't the US Secretary of manufacturing, agricultural devices. Yeah. Like you know, not only that map but these people need to be. So if you listen to the argument of Boyer research, as an example, these directors, these X politicians need to be so moderate that they could speak to both a Biden Administration and a trump Administration, right? That that's, they would only be effective if they had the ear of whoever's in power. Go and we know that's not the case. We know that these are partisan politicians. Let's say like we know that in the United States 56% of directors are current or X CEOs, which means the US market values directors For Better, or For Worse that are or were CEO somewhere. These politicians nearly all of them do not qualify, they don't have corporate leadership. They don't have p&l experience that they don't have five to seven year, corporate sort of strategic decision making, they don't bring any of that to your board. So not only does having an ex US senator with no real core knowledge of the manufacturing processes at Deer. Having them on your board, doesn't add, you know, core knowledge that you might need, but they don't have corporate leadership. And in this case, Joe hands has poor board performance. His performance numbers are below average for for board members. So when it comes to meritocracy, there were some easy knows here, no to Mike, Joe hands. And I would abstain from Sherry Smith and because yeah, only because she didn't hit the Merit metrics, but she's one of two accountants on this board. Yeah, she is 13 years of 10 year, the other, the other accountant is Neil Hunn. Who is the CEO of Roper? He got a degree. In accounting but he's not like an accountant. So I think you want to say 13 year find another accountant Sherry Smith. I'm sure you're a nice person but there are other accountants out there. You could put on this board you don't need one with 13 years of 10 year. Yeah I think that doesn't make sense before we sign off. Matt, do you is there, are you making a distinction between voting? No and abstaining. Know, I am in my mind because it's no, it's a soft know. Okay. Soft know any other? Yeah. Anything else you want to add on our upcoming annual meeting? Yeah. Well for there's two more dire right. Okay. Go ahead. No one Alan Heuberger. Now this one pains me sure. Huber is from Cascade Asset Management. The gates foundation's asset manager and a free float client. Oh, but on paper, if I'm going to be true to my meritocracy, go ahead metrics his backgrounds in econ and math. He has a background in investing in farmland. I get it. I know why he's not looks like play. But he doesn't have the performance metrics, he doesn't have, he has some knowledge, but not the core knowledge of manufacturing and he wasn't a CEO. He didn't pull, he didn't pull and so Alan. I love you as a client. But according to the data, if I'm going to be just true to the straight up data. Yeah. Then you would be, oh, I'll give him an abstain to I saw. And again you could quite easily make the opposite point that maybe what you're looking for is as a representative, from a shareholder. If that if that's your criteria, I think that's right. And that I think that's enough to vote. Yes. On him. I mean, Matt you're just taking you're looking at five different performance metrics. You're just saying that if you if you don't hit 60% of those right, three of the five. But there's a lot of different ways of articulating. This our I think our overall point is find a methodology to articulate your decisions on directors on corporate boards. I love that. Framing. And then finally no one Dmitry Stockton on the dear board. Got it we've talked about Stockton. Was he the one who was on several boards? Who were who abandoned? Dei Double D Target in Deer, double d e. I and he was not accusing on the board of Stanley Black & Decker when they set up their Dei programs, which they've now rolled back all. So he set up all the Dei programs and rolled them all back. Yeah. And to the end to as you so's point, if you're going to do this proved it tell us why show us show. We know you had the data show us why the Dei program is not being effective or it's a negative, you know, drain on some other performance metric which just show a probe it That was it for me. Okay. That's it. That's the proxy countdown for the week of February 17th 2025. It's a lot whenever you have companies, especially at the magnitude of an apple and deer, there's really a lot to talk about and we're just giving you a way in to part of the meeting, right? Because there's there really is a lot there is I think eight combined shareholder proposals that those two companies, a lot of long tenure directors you could think about So join us next week, when we jump back into the alternative democracy pool Forever on the lookout for shareholder, sharks, and Wayward directors, drinking rancid water. And he's saying that is terrible.