The Big Vote at FedEx (the Fred Smith show), plus 23andMe is now just me, and shakeups at Nike

This is proxy countdown. Welcome to the Big Show for the week of September, 16th 2024 alongside my tag team partner. Matt muscari. I'm Damian roles on today's countdown, new Air Jordans at Nike 23andMe reduced to me. Activist investor Elliott management is still not happy with Southwest Airlines. a pay committee Mutiny, open text and on the big vote, matte lashes out at dinosaur, delivery company, FedEx, We'll see you really lashes out. It's not really lashing. Let's go right to our trade where a lot of big stories this week Nike CEO, John Donahoe. It was a bit Nike CEO since only 2020. Will retire, quote, unquote, from his position on October 13th, and B replaced immediately by company veteran, Elliott Hill. Who worked at Nike for 32 years before retiring in 2020. So, somewhat of a boomerang going on a Nike, two of the people behind the chart change are of course, Nike co-founder, Phil Knight and current chair. Mark Parker Knight said that, he quote couldn't be more excited. To welcome Elliott back to the team and that we have got a lot of work to do, but I'm looking forward to seeing Nike back on his face. So, okay, I point this out to help demonstrate the importance of our influencer percentage is our influence percentages at free flow analytics.com. Co-founder Phil Knight is not on the Nike board anymore. I don't think he has an executive position anymore. He doesn't, he's not his work there, anymore. No, he owns the shares, though. But notice that on cnbc.com, he's the one talking about hiring the new CEO. He's the one excited to get to work again. Uh, but here's the point, his son, Travis Knight is still on the board and that's why we at freefloat, give him 54% of the board influence because his father continues to pull strings, as our as our influencer percentage would suggest. Also the chair Mark Parker has 10% influence even more than retiring. CEO, John donoho. So as you can see, this is a precarious leadership position in the first place for the lame duck CEO. One that are influenced percentages were already hinting at it. When we see these numbers, we often see the case where we see boomerangs coming back, Boomerang CEOs, we see Founders coming back, we see all kinds of things, but this is exactly what our data was predicting. I mean, Mark, Parker was the CEO of Nike also. So there's a lot of CEOs involved here. It does, it does seem telling though that Donna was chosen in 2020 and Elliot left, Exactly then and now they're flipping. Do you think? It's just buyers remorse, they gave him four years. All right. Time to get out. Yeah, there's a long-term Chase Bank, Mark Parker also on the board of Disney during the Chase bank issue, Elliott Hill will receive three million dollars in equity and four million dollars in cash to rejoining Nike. Well, Donna hoe will be allowed to quote unquote, resign Meaning he will receive the full value of all of his remaining Equity Awards, good for Donna. Oh, there Moving on all of 23andMe independent directors resigned from its board this week something that we want to happen at places like Tesla and and meta. And Bunch of other companies. They are. I'll give them. I'll give them a final goodbye. Roll off, both Patrick Chung Sandra Hernandez. Neil, Moen, Valerie, Montgomery rice, Richard scheller and Peter Taylor, all gone. The resignations follow drawn out negotiations with 23andMe CEO and co-founder, and will, she will Shiki. Who wants to take the company private and a letter addressed the CEO. And now only directed The Seven directors said, they had yet to receive a fully financed fully diligence actionable proposal. That is in the best interest of the non-affiliated shareholders from CEO after months of efforts and response to CEO said in the SEC filing, I am surprised and disappointed. We will immediately begin identifying independent directors to join the board, but that sort of the problem, the first place, isn't it? 23andMe is not a weed. It's never been a Wii. It's been a she and now, I guess it's merely a me. I mean, I'm sorry to continue that stupid joke going. But okay, so the directors all. So argued that while they still believe in 23 and these missions, their departures were for the best due to the CEOs. Concentrated voting power and to clearance of opinion in the companies on the company's future, so an She controls 50% of the voting power of 23andMe, due to her ownership of 59% of Class B shares, which magically Grant her the right to 10 votes per share. And I'll tell you this, Matt, the foreshadowing was already in the company's ticker symbol, which was me, so that, so, again, this is a problem that the data was already for shadowing, right? I mean, this is a company that is that where the independent directors had no voice? It never had a voice. Yeah, but let's actually backtrack to the hypocrisy of at least two of these directors. Neil Moen is the CEO of YouTube and roll of both was on the board of YouTube. He was on the board of square, he's on the board of I have doesn't companies that are dual-class companies, all of the sudden they don't like one of the founders. It's really is the problem here has very little to do with the actual strategy because, you know, the Elon musk's the world get away with this without dual. I shares and they have no strategies is making stuff up as they go along, and this case they've lost 97% of the Share value since it went public via SPAC, right? That's all that. We're looking at the shares are basically penny stocks. It's a 23 means basically a penny stock now. And that is why these people who are high-tech, Silicon Valley, you know, a partial Tech, bro. We, you know, types, they're leaving because they're losing their own money, and there's no upside. It's just about the money, so it never was it. The hypocrisy is pointing out that this has to do with Cher older rights at all that, you know, we think it's in the best interest that we leave considering your concentrated voting power. That's pure hypocrisy, they don't leave anywhere else for that reason and they're on a dozen boards that are like that Neil Moen is the new CEO YouTube worth pointing out that and sister. Susan who passed away a few months ago. I'm not mistaken. Her sister. Susan, will shaky, was the former CEO of YouTube. So that's what's going on at 23 and me. There are a few egregious bonuses, the report on at syrup to Therapeutics newly appointed director, Derek Connolly. So she starts with an initial Equity Grant worth over 700,000 dollars. And she'll be getting annual pay of 60,000 dollars. Meaning that basically, they're handing her 12 years of salary before she even does a thing. That's seems a little out of, that's nice. That's a nice bonus lattice here. Lattice semiconductor announced. The appointment of four Tamar four. Tamar, that's a great name for Tamer a CEO, Ford will receive 30 million dollars in sign on Awards Equity Awards. On top of a 10 million dollar Target Equity award in 2025 and that Mattel the toy company. The compensation committee approved. A one-time retention award to CEO. You know, Krista valued at 15 million dollars that's just for sticking around, I guess we got to stop with retention Awards. That's what bonuses and salaries are, those are the first place competition committee. We have a boomerang director at Synchrony Financial, Daniel koloa rejoins the board after serving in 2014 and 2015. And finally, at Warner Brothers Discovery, I like this one. The board is emulating the magic making of Hollywood. Daniel Sanchez is joining the board as an independent director. despite the fact that he is the nephew of fellow director, John C Malone, who has been on the board since 2008, chairs, and nomination committee and was CEO of Discovery holding company when it merged with discovery, Despite all that the filing states that quote no Arrangement, Arrangement exists between Mr. Sanchez or any other person, pursuant to which he was selected as a director and quote, there's not an arrangement that he has to be at Thanksgiving dinner. That's just, he doesn't have to be his nephew. He just Let's move over to our proxy cage matches. We have a lot of activist investor stuff to report on, we have an activist investor win, Massimo activist investor polish and Capital One. The two board seat to. It was seeking at Medical Technology Company, Massimo defeating founder and CEO, Joe keoni. And another director, Chris Chavez. So Darlene Solomon and Bill jeison will join. Will join the company and, you know, just talked about this 23 meet, this is exactly why dual class share structures with a founder or CEO controller. Company voting power, despite holding less than half of companies. Shares, continue to be outrageous at Massimo, Joe, Kiani controlled only 9% of the company vote through a share structure, where one share equals one vote. That's so weird, right? And this is what allowed shareholders to have an actual voice, right? I like the concept you, it's a cute concept at Southwest Airlines, where we reported last week. To six directors of resigned four, new directors will be added in executive chair in former CEO. Gary Kelly will resign in 2025 activists investment Investor Elliott management wants the chair to leave early then plan and still wants CEO. Bob Jordan stepped down. So Elliot's, not done. They want more to happen over at Southwest Airlines. I don't disagree with them. What do they must listen to this show? Why do we have 2025 as a Target? It doesn't take that long to leave and if in Gary Kelly, he's been there since 1994 1996. Something at the company, including CEO, if he hasn't yet taught anyone on the board or at the company, how to do their job, he's not going to do it by 2025. Uh Nelson peltz's activist hedge fund try and partners back in. The news is among the shareholders reportedly calling for shake-up at Pest Control firm rent, a kill rent, a kill. I like that and rent a Kill. I don't want to rent the kill. I kind of I want to own it and again you're pointing out. The only reason why this is happening is a drop in share price. They were poorly. Want us head, Brad Paulson, and CFO Stewart, Engel tombs to turn in their bathroom keys. They want them gone. And finally activist investor engine capital is that the same as engine 1 and engine come out different engine Capital. They have a roughly a 4% stake in freelance Marketplace upwork and they're pushing for a shake-up to the company's board and a letter to upwork's board. Engine questioned whether upwork's board has been adequately overseeing management. Good question, specific problems. Cited include the fact that there have been three CFOs in four years that seems like a problem that's a lot. The lengthy 10 years of chair, Thomas Leighton, and another director, and the numerous business relationships between various directors, which diminish their independence. And finally, the fact that none of upwork's directors have any apparent experience and the Staffing industry that seems like a major problem. So like the cat Carolina Panthers, This Is Not Great is worth putting up. The upper upwork is one of the rare boards in our database that shows full female control 59% of influences held by women including CEO Hayden Brown. Point that out. I like that moving over to our vote results table first, the loser's, not a lot of their not, a lot of annual meetings going on. But first, the losers at agile, agile, sis, 32%, of shareholders said, no, to Michael kofman. A 32% said no to Elon Orrin and 24% said no to James mom to Z at roivant sciences and AAR Corp, 27% of shareholders are done with Michael Boyce. So those are the worst saying I Revan is Vivek ramaswamy. And they have yet to actually be profitable although Vivek made millions of dollars off of it. So maybe that's part of maybe somebody because they look backwards and said wait a minute. You guys shouldn't be on this board? Now, some of the winners include Emilie heathe at Jen digital in June Yang at NetApp, who both got 99.8%, support the big winner. This week is Maja Ibrahim a Deckers Outdoor. She received a heartfelt support of 99.9% of voting shareholders, the good news here. Matt said, they're all women, so maybe something Good's happening in the world. Maybe this is a sign that comma is going to win the election. Okay. You're optimism is cute at Nike. It should come as no huge surprise that there is a major leadership change as there seemed to be a bit of a protest vote at the company's annual meeting last week, 40% of Class B voters rejected director, John Rogers Jr. 17% said, no to say on pay and there was actually relatively High support for two. Sure, holder, proposals one on supplemental. Pay Equity disclosure another on environmental targets. They both got 26%. Yes, I'm only pointing it out because they usually get a lot lower than that, and maybe shareholders were just Pissed off. I don't know. I like that big losing votes are like 20%, I don't know. And finally, let's end on a nice annual meeting mystery. Just in time for fall at open text Corporation, 75% of shareholders, said, a big no to say on pay. So what's the mystery? Here's some of the mystery. First of all, the company did not properly file, its proxy statement with the SEC. I couldn't find it on the SEC database, which was just doesn't happen very much. I had to find it in PDF form after an extensive Google search. I still can't really figure out why it wasn't posted with the SEC. Secondly, only two of the four pay committee members were even scheduled to be up for re-election. I don't know why two of them just kind of wandered away. And then minutes before, the meeting pay committee chair and Powell mysteriously resigned. Wow, she didn't want to face. She didn't want to face the music, I guess. And, and so only only one paid committee members even voted on. And then say on pay got ruthlessly defeated. So a bit of a mystery there, it was just, do we know what the result were for? That one? Pay committee members. But he got 14% against which is not that high. It's all double the other other directors. But maybe I'm thinking that they were mad at and Powell. I don't know. Maybe that's why. So I'm saying, two of them were in the break room, disappeared, when the vote came out and one quit. Yeah, one quits right before the meeting, right? Before the actual meeting, it's in the 8K. It's in the filing. Announcing the results of the meeting that and Powell just kind of said, no, thanks. I'm out of here. Wow, yeah, I kind of a weird love that. I love to know why it's great. All right, that's it for me. Let's go to the big vote. We got FedEx FedEx is meetings actually coming up soon Monday. So I hope you're listening to this today on Friday. I don't, you know, I'm going to hand this one off you. I don't. I don't have, I don't have a lot to preface all this. I will say that FedEx, we know is basically controlled by Founder Frederick Smith. Am I wrong? Yeah. Fred Smith. He actually owns only 8.4% of the shares but he remained single largest shareholder. Yeah, he remained on the board as executive chair, former CEO, he's kind of like the, he's like the Phil Knight of Nike without the Dual class. He's more like the Jeff Bezos. Okay? But he does control according to us, 64% of board influence. He's 80 years old, he's been on the board since 1971. The only other thing I want to point out before he had over to you, is a striking probably probably because of his control. There's a striking female power gap on the sport. So 36% of actual board members are women, but they only hold, I think only hold a total of nine percent of influence at. Yeah, this is so that's going to be common in any of the founders still. But here's the underlying question. So this was hard to analyze. Because if you're looking at it from a purely fundamental standpoint FedEx, doesn't underperform, I mean it's like a Jim Cramer favorite stock. It's like, you know, the share price has been strong. They're they're doing tons of share BuyBacks and dividends along the way. It's like, people, like FedEx. It's, it's actually by all accounts fairly well run, but we cover meta and other dual-class companies. We call our founder firms like this. And I think I came to one underlying question, which will be the premise of the votes here, which is At what point is it worth? Keeping a strong performing founder in perpetuity exchange for influence over the board. If you are a shareholder in this company, you basically have no real influence over the board. Everyone defers to Fred Smith in this case, including and we could talk about the board itself. They're really Three core groups of people on this board. There's a set of sort of lobbyists government types. Susan Schwab. She was an ambassador in trade Joshua. He was at Kissinger, the political consultant and they're kind of, like, lobbying adjacent, Nancy Norton was at the Department of Defense. You have Fred, Smith's favorite toys. I called them which is Paul Wall. She's been on the board since 1996 what he currently does right now, is he like owns whiskey companies and sports? He's a CEO of a sport, McLaren a sports car company, right? Like like that's just a buddy. He's the guy, you like golf with, you gives you free whiskey and you take a ride. No McLaren. Yeah, um, Stephen Gorman. He actually does. He, he works in Planes. Fred Smith went to Vietnam. He was in, he flew planes. He has a deep love of planes. Well, I guess that was FedEx, right? And and it actually yeah, it's it's part of the founding story. In fact, he's a purple star, what? He's won multiple, you know, orders and Fred Fred Smith, Fred Smith and Gorman's doing are medical Evac. The CEO of an air medical Evac company and a plane Enthusiast, right? Um, Joshua again, he worked in TV and media for a long time. Brad, Martin is a Tennessee state. Representative FedEx, is based in Memphis Tennessee. It's been there for its entire existence and Brad Martin is, is close. These are like Fred Smith's toys, right? Like these are people. He likes to hang around, I think Sheriff's boards, his company and then there's the group. I'm just calling the other diverse crowd, like, okay? When I say diverse crowd, I mean. Literally all of the women and people of color for the most part, the exception of Joshua. It's Sylvia devil. Who is the new director? Susan Griffith, Amy Lane, Fred perpall Marvin Ellison, like all of the other people, they're either black men or women or women of color. Like it's it's just kind of others in there. Yeah. but, What I did notice about this and this seems to be the big trade-off and this is maybe the genius of Fred Smith in in some ways. Fred Smith the founder. Has a long track record of making sure Fred Smith. The shareholder is taking care of by that. I mean, Fred Smith owns 8.4% of the Share. She's the largest individual, the largest single largest shareholder in the company. It's not dual class but he's the largest shareholder, but if you wants to make money, he's not paying himself a salary. It looks stupid to pay yourself, you know, 100 million dollars a year. When what you can do is make the board issue, dividends and share BuyBacks that make you 100 million dollars a year. So, the last dividend he netted 108 million dollars for the annual dividend last year. Okay? And that's not. And you don't see that in the summary compensation table of it's never going to be in the summary compensation because he didn't get any compensation from the company. He got compensation as a shareholder. In fact, FedEx bought back two billion in shares in 2023. There's another one billion expected by the end of this year. They paid 1.3 billion in dividends last year, and it's likely the same this year. He is making money hand over fist. Just not as a executive at FedEx as a shareholder at FedEx. Now you you would say that this is great because it aligns, he's aligned with shareholders, but it also means that hit his personal pay is often dictated not by what's best for the company necessarily. But what's best for him, as a shareholder getting paid himself His politics. Also dictate, there are a few S&P 500 companies that donate exclusively almost exclusively to one party or at least heavily skewed to one party because they recognize the fact that they need lawmakers on both sides of the aisle in order to pass laws for them. They need to Lobby. Everything FedEx is one of the exceptions for nearly a for more than a decade. It's heavily conservative leaning. They lean GOP and as a result FedEx, Fred Smith was actually endorsed Trump and Lobby to hard in the Trump Administration. There was a long New York Times piece about how hard Fred Smith and FedEx Lobby to get tax cuts passed under the Trump Administration. Where in 2017 FedEx paid 1.5 billion in taxes and in 2018 after the tax cuts, they paid zero. And what they did with, that money was spend an amount of it on share buyback. And dividends which is paying Fred Smith. The shareholder right, good for Fred. It's very, very smart, right? Fred Smith did not like the report at all. He threatened to fight salzburger who's the, you know, the the chief editor at the times in the parking lot behind. I think we covered this in a really old show. He also he sort of fake stepped down in 2020. He replaced himself with regesh Superman. Yeah, part of our justify Southeast Asian, CEO Theory, right? South East, Asian, male, founder, replacement theory, is really what it is? Satya Nadella, Sundar pichai. Laxman narrow books older. Yeah, Starbucks, but the thing that makes Rajesh different is rejection has been on other boards before he's incredibly well connected to this board. Meaning they're all working very well together. They're just, she's inside two degrees to three other board members, Ellison Schwab. And despite FedEx having a policy that they can't have interlocks between Executives and board members. They the policy doesn't cover second degree and sitting on other boards and only covers. If you're an executive at this company and that other person wasn't executive at this company. So here you have an aggressive founder. This is a history of strong performance. If you're a shareholder, you love the dividend. You love the BuyBacks, they're profitable. And they keep being profitable. You love all this stuff. They're cutting costs. So you're getting your palm greased by a strong founder, who's generally outperforming except there's no real replacement for him because we're just amazing 80 years old. He's 80 years old. Yeah, I'm not. You think like in the Nike situation we at least think we'd have a his son on the board, right? Or his daughter or somebody, he does have a son who is a high level executive at FedEx but not good enough to be on the board but he also is invested in not good enough to be in the board but he's also invested heavily in his other kids project like media and he's doing lots of stuff. I mean he owns he's a minority owner of the Washington commanders or was, you know, he's into sports all that to say what this is, effectively the Fred Smith show, oh, which is what you expect? Yeah, which it's what you'd expect. so, if you're going to accept this trade-off, Where you get your palm grease, it's a Fred Smith show, you know, he's got, you know his toys and friends on the board, some degree, you know that like the companies performing. Well he's a war hero like I don't have anything bad to say about Fred Smith. If I were Fred Smith, I'd probably do all these same things that Fred Smith is done, right? Like there's nothing bad about what he's doing. The bad part is the accountability part, you do not have to give up all accountability, all you have to do is vote your shares. So you're not surrounding the strong founder, who's going to be strong all day? He doesn't need help from his friends. You don't need the other people on that board. You don't need Fred Smith to control the board and the company he can control, just the company lead it into the future, into the, you know, into the Stars. You can keep them happy, he's going to be happy, no matter, he's gonna have power, no matter what. You don't need directors tenured since Clinton's second term to keep him happy, which is what Paul Walsh is. You don't need a Lackey CEO on the board. We say all the time on this show you can vote against the CEO on the board. Without them not being the CEO, the CEO does not have to be on the board. That is not a rule. They like it. But you already have the real CEO on the board. Anyway, you have Fred Smith. You don't need another one. No. So here's my vote. Yeah, in a nutshell. What he got, I am saying, you vote against Marvin Ellison. He's been there since 2014. Well, I'm Marvin Ellison. He's one of the most connected directors you called him. One of the others. He is one of the others but he's also highly connected. He's the connective tissue because he's the CEO of Lowe's. Yeah. Um, I say you vote against Brad Martin. He's been there since 2011. And he's one of the, you know, the why do you need an extended see senator from 20 years ago on this board anymore? He's not bringing access I suppose there's not real access. This guy's been a direct, your every work and I just tell you some of the places he's been director. Yeah, Brad, Martin Chesapeake Energy. First Horizon National Caesars Entertainment Dillard's Lululemon Ruby Tuesday. It goes on a Ruby Tuesday. That's delicious. Directorship people like Josh Romo. According to freefloat data is 0% inflation. Yeah. So you know, to me, former director of Starbucks. Um, there is no need for him, like, he was a TV personality and a political consultant. We don't, you don't need that. He's probably a friend of friends, Susan Schwab. She's been there since 2009. We talked about Susan Schwab a lot at this company. Yeah, because she's on so many boards, the most caterpillar bowling. She was a Marriott, she was on so many boards and she was on boards that have not outperformed caterpillar and Boeing and Marriott are not the companies that you want to write up your your case study about how to be the greatest director. All right, she's a former trade representative in the US government. We don't, we don't need that. Like, um, vote against Steiner. The former CEO of Waste Management. He's been there since 2019, but he's closely intertwined with Smith chair of the nomination committee Davidson vote against Paul walls, 19. Really, can we make a case that a director needs to be on a board for 30 years? He's also been on 25 other boards. It looks like I don't understand I mean, our our investors called the votes against him was 7% 7 percent. There are more votes against Steiner Then there were Walsh. Walsh has been there since 1996? I hadn't graduated high school yet and he was on the board of this company. Well Smith Walsh currently sits on the board of McDonald's, believe it or not and also just recently on Vintage wine estate which just delisted a few months ago. So that's pretty interesting. That's always, that's always a good track record thing to have in your track record and then finally vote against the CEO. I love it. There's no point in having rejected, okay? Nothing else. I would vote out the CEO. So on this board, what I'm hearing is, I didn't hear vote against Fred Smith. And I did I have four Fred Smith. I did hear a vote against the current sitting CEO, so you're it sounds like you're consolidating power with Fred Smith, I'm saying, admit, what the reality is, you have a strong founder. He's been outperforming, he may be 80 years old, but the fact is he's outperforming. There is no real replacement for him, and if you are investor, you're probably happy. You don't need the Riff Raff. You don't need the other stuff. This is a perplexing one from you. So what about the future at FedEx, if you putting it all in the I get what you're saying that. Fred Smith is shareholder friendly right now. I don't know if he's stakeholder friendly, shareholder friendly but what about the future? What about inevitability of, Fred going away? You're trading the now for the future because Fred Smith is not going to replace himself. What? He's shown since 1999. He founded the company, right? Like he's not gonna replace himself, he's going to maintain control. When he's ready to step down, he'll probably always be like, like even if Jeff Bezos stepped away from Amazon, was not executive chair of the board. Jeff, Bezos is still running Amazon, just from a yacht with his, what his new wife, right? Like her girlfriend. I don't think Fred Smith is going anywhere, okay, in which case there's no point in sort of, thinking, of the future, except let Fred Smith direct the continued to do what he's been doing until he's literally not there anymore. Not share. Not, you sells his shares. He's off somewhere. And his kids are, you know, are not involved in the company. That's when you can. That's the only time you can think about the future because otherwise, there's kind of no point. We have a few management proposals and a few shareholder, proposals to it. FedEx coming up, but they're meeting on Monday. Do you want to weigh in on any of these including say on pay I say on pay? I just can we just call anytime? I see an executive chair who was a founder, Or was the CEO sitting on the board with the current CEO? Can we just call the current CEO in Neo and not the CEO and do the executive share residency or something? Yeah yeah because it seems so fake, right? Yes, absolutely. So in which case say, I paid doesn't matter nearly as much because you're looking at the wrong person's, pay like that person is, is, is not the real influence. They're not even the real one getting paid. They're getting paid less Fred Smith makes 100 million a year on his dividend. Well, and you're right to point that out because while they're have been a lot of improvements and disclosure and cope CEO pay over the last 15, 20 years. This is this one is a major miss the amount of money that comes in through the shares themselves in situations like this and like it, maybe like a Tesla for instance, is it? I think they should find a way to disclose this in the summary compensation table. I mean, just think of it this way, when they're negotiating, when we're just as like I want to make an extra five million dollars. What, what is the process for that? The reality is, the process, is he goes to Fred Smith. And says, can I make another five million dollars and Fred Smith says, no, is Rajesh the lifelong FedEx employee. He was never worked anywhere else who has a CEO position simply because Fred Smith said he has one He gonna walk away. He's gonna step down. There's no way, there's no way he does it. He's going to accept because he's glad to have the job, and he knows actually that he's just doing, he's basically a CEO to Fred Smith sort of hands off, CEO from The Boardroom. Do you think we're just looks in the mirror and says, you're the next red Smith? Yes. All right. Finally, there's three. Three Cheryl puzzles. Do you want to win any of these? There's one management proposal that you should absolutely vote against, which are exculpation. Oh yeah. We're seeing what? I don't understand. What, what investor yeah. Investor should ever vote. For exculpation of directors, there's a proposal for yeah, except to vote against it. What we've learned is that if it's a management proposal, they always passed, they don't even look at it. I think, because if you read it, it says that directors are less liable for doing bad stuff. It makes no sense how about some shareholders. Yeah. So there's there, there are two that were interesting to me that just transition report, that's on the teamsters. The teamsters who refused to endorse the president. Yeah, yeah. Actually I felt like, when I read both the proposal, and the response to the proposal, it needed translation because it seems like the teamsters are asking how climate change will affect effectively the employees like that the state culture, the workers, right? And FedEx responded, we do great on climate change, right? Like, and that was it. So, it's a basically saying, two different things because the just transition is about doing great on climate change, but not at the expense of and you're some cohort and you're right. They do do great on climate change Bike by disrupting the climate. So, heavily with a with a horrible industry, that does not need things ships so quickly around the world, the irony being there. One of the best out of their peers, but it doesn't really matter. So, I'm offensive. I'm on the fence with these kind of proposals, because I do think, like, like the I love disclosure I love. I would love to see that report, but I also think if the teamsters were smart, they would not be asking for this. What they would do is vote out the directors. Like, why agree do this? Wow. And this, this one, you want to make an impact vote out. Some of the people vote out the entire committee that is responsible for climate change. They have like public policy and government committee. I think that's responsible for yes, G stuff and normally I was support the teamsters. But after refusing to endorse endorse a president yesterday. Including now one of these candidates said that, they, that when people go on strike, just fire everybody. So and yet this teams are still can't make a decision about who would be a better president. So I say vote, no, just the piss them off on this proposal and then finally you want to weigh in. It looks like the one from the United Church funds regarding climate lobbying alignment with the company's carbon neutral goals. So 1,000 percent for this. Yes. Simply because as I said, when you look at how they actually Lobby, they Lobby for climate denials, they basically are in the pocket of conservatives in this country. Says red Smith. I mean Fred Smith, Fred Smith policy or Politics rather are aligned with conservatives in this country. So they are very happy in their lobbying to sacrifice climate change, but very happy to tout their climate progress in their, you know in their reporting and what they're doing and even a lot of the Investments they're making. I actually think they're doing some interesting stuff, but in search of tax breaks, they're trading off the climate. So I absolutely want to report that shows we give a lot to people who say, like horrible, things about climate as a hoax and all sorts of stuff and on the other hand and we get tax breaks for it. But on the other hand, oh yeah. We're we're trying to do some climate stuff too. I want to see that misalignment. All right, instead of wrapping all this up, I will ask you this. Will you put your vote in recommendations available somewhere? We'll be on our data drop free float, LLC. So I have an amazing day job this time because I am going to date her drop. I have knowledge that the knowledge map for FedEx. And it's Headed or boards. I love this because one of the first avenues like the thing when I give an analysis here you only hear my the outcome but the inputs I'm all over the map. Like so I did a deep dive painful, the painful stage to get to the output. Yeah. So when the output is as bad as it typically is, you know, like the other stuff must have been worse, but included in this data, drop is the knowledge Maps, but also the data on these directors and their connections for the first time, see a full connection this map. Yeah. And the way it works, we sew and sew was on the board of X who is a, you know, overlapped with why, who is on the board of FedEx with them, right? Like it's so you'll see it all matters, slow dog LLC. And if you reach out to us and we'll charge a double because the you know, because you're too because I had to sign this. Yeah. Yeah. So that's it. That's the proxy countdown for the Week of September 16th, and I say that did that's a lot. Come on, let's be real. This is a lot for the week of September. 16th 2024, join us next week. When we jump back into the alternative democracy pool Forever on the lookout for shareholder sharks. Loading, Band-Aids and Wayward directors. The first.