Transcript
This is proxy countdown. Welcome to the Big Show for the week of September 9 2024 alongside my tag team partner, Matt miscarry. I'm Damien Rollins on today's countdown. Anchor, A Holdings finally gets its man at Norfolk Southern. The Southwest Airlines board is now up for grabs. Darren Woods is now exons Chief threatening officer, the only shareholder who agrees with Logitech founder. Daniel bourret is Logitech founder, Daniel Beret and on the big boat, we drafted a whole new board for Darden restaurant. Let's get to our top stories on our trade wire the board of directors of Norfolk. Southern terminated CEO Alan, Shaw and connection with an ongoing investigation that determined that Shaw violated company policies by engaging in a consensual relationship with the company's Chief legal officer. Nabanita nag. This is their language, by the way, it said, in their filing that they terminated Alan Shaw. That's what it says. It's very aggressive terminated contract and terminate his position just terminated on Shaw and, you know, they are pissed. Because he was terminated for cause, which means no severance and he can kiss his outstanding Equity Awards. Bye. Bye. The company. Yeah I can at what point does anchor take a Victory lap here that they deserve one? The company also announced that Mark George. The current CFO will be the new CEO and will join the board. I didn't see the interim title anywhere. So, this sounds serious for now, I guess and Jason becomes the acting CFO. And of course, Chief legal officer now Benito is fired. So yeah, as you said, Matt a victory for anchor Holdings. And maybe a slap in the face of the Jeff sonnenfeld a little bit Jeffrey sonnenfeld. Touted two big CEOs this year. In lengthy reports. First one was Dave Calhoun at Boeing who is gone? And the second one was Alan, Shaw. At Norfolk Southern who was just been fired for violating company policy. I would say if Jeffrey, sonnenfeld, write something about you. And your CEO of a Fortune, 500 company, just watch your back Expedia group, Vice chair, Peter Kern stepped down in a director, Mike dropped moment, quote the board eliminated, The seat previously held by Mr. Kern, you know, you're good when they just take your chair away? Bentley systems added CEO, Nicholas Cummins to the board. My dream of keeping CS CEOs off all American boards, continues to die slowly. Work day has appointed Rhonda Morris as a class, two director, to join the board and early 2025. Since the board is classified, she won't stand for her first election until roughly June of 2026. In the meantime, she'll get 750,000 dollars in equity one, fourth of which will best even before Cheryl holders have a chance to give their opinion on her. She'll be there for about a year and a half before they have a chance to put in her. Why, why are directors allowed to serve before their first meeting vote? I don't understand. So we, we covered this in another proxy countdown, a year and a half, the average tenure of a director seven years. That means she will serve 21% of her term if she is the average director. Before she even gets voted on. And she will one quarter of her Equity, her son on Equity will vest already before they vote on her. I mean, it's already kind of comical that they're announcing. She's gonna join the board in early 2025 there. So, I mean, we're already three months before she even joins her announcing, she's gonna join. And then she doesn't officially get a vote for another year and a half. After that, it she's gonna be effectively be there. Almost two years before. Anyone even like, notice this, two companies are joining them on and world and have a point of their third female director, that's Mary Puma at and her just And Lisa, Campbell a dinosaur trace. And to Integris and Lisa Campbell at Danny's Lisa, Campbell, is also been appointed to the cybersecurity committee of the board despite her long career as a marketing executive, that one puzzled me, Maybe she markets cybersecurity. And finally, here is the entire filing from sempra. Quote. On September 5th. 2024 Bethany J Meyer resigned as a director of sempra effective. The same day and quote, yep. That's all. You need to know shareholders by the way, according to our data she's the highest performing director on that board with a 665 average overall. And it's only serves since 2019. And yet separate is not telling us anything about why she's stepping down. Highest performing director at Sunbrook. Okay, that's it for the trade wire, moving over to our proxy cage matches. We have a few things to talk about this week. First of all, a big story out of Southwest Airlines after activist investor pressure from Elliott investment manager, which is going on for well, over a month. Southwest Airlines agrees to Big Board overhaul. So Southwest Airlines executive chair and former CEO. Gary Kelly has given up and will step down from his role to companies 2025 annual meeting. Meanwhile, six other directors have resigned and will leave the board in November. That's David begler, J Veronica, Biggins Roy blunt, William Cunningham, Thomas, Gilligan and Jill, Saul Tau. So four new directors will be appointed to that at that time. So what does this mean? Overall it means that the board is losing 62% of total influence. According to our data that includes 21% influence from former CEO and Cherokee Kelly. The boards also losing four directors, who are about 80 years old and three directors who've been on the board since before the first Obama administration. So, that's what's going on over there at Southwest. It's hard to say that Gary Kelly is giving up and stepping down. He's been there for 20 years. He didn't mean, I don't think he wanted to leave at some point. Although, what this does do is it ruins our case study of Southwest, because we did a whole case study, about Bill Cunningham and Gary Kelly and how Southwest basically has been making bad decisions forever. So I I'm a little angry at Elliot for jumping on study. Yeah. Just listen to us activist investors seve in upset in Swiss insurance company. Bell was to 9.4% as a result Bell was chair Thomas van planter Said the company is considering changes in its board of directors, of course, quote, we want to strengthen the insurance expertise on the board and quote, what an incredible concept for an insurance company, but he's not wrong man. According to our data nearly two thirds of the boards. Influence is represented by the following skill sets, economics and accounting, building and Construction in mathematics. That doesn't sound too bad. It does strike me though. Why is it that bored strengthening? Only happens when that doesn't this suggests that boards are generally weak and are waiting for an activist to step in to Strengthen. I mean, absolutely, it doesn't make any sense. News Corp investors starboard value said it plans to challenge the companies dual class share structure that gives control to Rupert Murdoch and would did transfer it to four of his adult children. The problem is that James Elizabeth prudence and Lachlan Rupert's kids. Lachlan is the chair of News Corp as well as the CEO Fox. They may not actually agree on how to run the family business, creating uncertainty that represents a wrist to shareholders, according to start, her board value. The dual-class, voting shares, allow the family to control News, Corp with a relatively small economic stake, which I think is only about 14% of actual share ownership. The quote from starboard value is worth repeating here. While we can understand how some could see a benefit to a Visionary founder retaining, outsize control for a limited duration of time. That potential understanding vanishes as super voting power and the associated protections transition to others. The four Murdoch siblings with voting rights within the trust are reported to have widely differing worldviews which collectively could be paralyzing to the Strategic direction of the company. More importantly, we are not sure why their perspective should carry greater weight than the views of other shareholders. I mean, you could fill in a lot of other media and tech companies into these into the starboard values. Thought process here. You not only could you, but you should Heath Rupert, Murdoch is trying right now in Nevada to give full control to Lockland by the trust that owns. The super voting shares. He's trying to create super voting shares of the trust that he gives to Lachlan so he's literally going to have dual class on top of a dual-class structure in order to maintain that Vision to answer that question. But it notwithstanding the fact that there are other shareholders Who own more of the company? Yeah. Well 86% of they own any 6% of the company, not the Voting Rights, the murdochs only own 40% of the Voting Rights. So it's possible to outvote them. And lastly Exxon CEO Darren Woods back at it. He is now, openly threatening activist shareholders thinking to emulate. Follow this in Arjuna Capital who filed a climate related, resolution at the company's annual meeting this year Exxon sued those investors and woods is now pre-sold. His shareholders quote. We hope we don't have to use that action in the future, but if we find people continue to abuse the process, we're going to hold them to the rules. So he's threatening his shareholders. Aren't you gonna follow the rules? They, they followed the rules. That was the rule during which is mad at something else and and suing his shirt holders to prove it an example. Uh okay. Let's move over to our vote results table but not they're not a ton of Elections going on right now. But there's a few notable stories this week. First of all, the winner of the week is, AST space, mobile director, Christopher Sandbar who is beloved by 99.96% of shareholders, that's a credible. Incredible vote tell, there's a lot of love, Nathan's Famous. Yes, the hot dog company. 30% of shareholders, were against directors, Howard lorber and AF Petrocelli. Howard lorber has been executive chair since 2007 with a higher total compensation, even in the CEO, Eric gate off. He's been a director since 1987 and is the company's largest shareholder with 24% of the voting power. So really what this means is that essentially half of all shareholders not named Howard lorber, want him gone. So There you go. Also Afra Sally is 80 and has served on the board since Bill Clinton's first Administration. So that's not that long Nathan's. Famous Harold is getting a little uncomfortable there at gryphon, digital mining. Jessica Billingsley. Received nearly a million more votes against her re-election to total of 52% against her re-election but was nonetheless elected as a class 3 director to the board for a three-year term because of the company's plurality voting standard which means effectively that in an uncontested election directors, need only one single vote to be re-elected. Yes, this is still a voting standard. Many US companies, I love to be in a place where the director didn't get that one one and finally at Logitech Daniel Burrell one of the three people who founded Logitech in 1981. In who still owns a 1.2% stake, kind of like Howard Schultz, he fails in his attempt to oust chairperson, Wendy, Becker. So he really wanted to Wendy Becker gone, but 86% of Charlotte's voted. For the real election of Becker as the company's chair. Um, the the weird part of the story is that Daniel Burrell. He wanted board member guy get to replace her butt. Guy Geck, said, even before the meeting that he would not accept the position of chairperson if he was elected. So, this is just a crazy story. I mean, he's a, the founder is anointing. Someone who doesn't even want to take over the role of chair. It's just a mess over there at Logitech. Did guy get enough votes to get reelected? Well, so there were what. There were there. Two separate votes. First, there was a just a normal board vote, where yes guy was reelected and so was Wendy Becker. But there was all the sub kind of shareholder, special shareholder vote. This is a European company slightly different voting vote. There's a separate shareholder vote, which Azure holders if Wendy Becker should be re-elected as chair. Or should it be guy? Get? And that vote Wendy. Becker beat guy get 86 to 14 percent. So Again got wouldn't even accepted that vote. So he think the founder could have asked him if he was willing to take over the role first. I think they should have done like a thumb war for the chair role. That's all I have moving on to the big boat for the week of September 9th, 2024 is Darden Restaurants, which holds its annual meeting next week on Wednesday. Um, before I hand it over to you, my quick very quick observations, first of all. Over 40% of this stock is held by institutional. Shareholders, including Capital, which owns 22% to considerable amount overall another app, very average company hitting 508 overall. We've seen a lot of average companies in the big vote like this. Looking at the directors skill sets only 10% of influences actually represented by food production, which may or may not be concerning for a massive restaurant brand. And finally, the only other observation I wanted to point out before I hit off for you. Matt is here's my big concern with Darden Restaurant. You've covered a lot recently. Some of the anti d o flip flopping board directors, who have basically stabbed most of America in the back by getting rid of their Dei policies. One of those companies was Tractor Supply right Tractor Supply. The CEO. Of. Darden Restaurants, uh, Ricardo Cardenas and the chair Cynthia Jameson have both at one point served on the boards of tractor supply companies, I'm a little bit worried that Darden Restaurants which is big in the midwest. Might be another Target for a anti Dei flop. Flip flop, there is some definite. Dei key powerless on this board. But but honestly, so, all right, here's how I approach darden's do it. I started from the market. First of all, I didn't know the company that owned all of garden. Had a 19 billion dollar market cap. I mean, it's it seems like a fairly big company for what I associate with effectively strip mall restaurants, right? Like steak Italian foods Chris yeah Texas Longhorn Long Horn Capital Grille, it's a dividend payer 61%. Analysts say it's a strong buy or a buy. So because of the dividend the market likes it. Yeah. I think in part because of the the dividend but if we're honest the business model here is, it's a carbon beef delivery system. That's all it really does it serves you stake and pasta, very Midwest. It's 93%, vertically owned. The only things that are most of the franchise restaurants are the Ruth Chris restaurants with a purchase last year. Olive Garden makes up 44% of the restaurants. So, and Long Horn is 27%. Those are the big two, the others, make up the rest. The markups are by far the highest, that all of garden. And when you think about it, it's really just pasta and cheese and, bro, and breadsticks, right? Like these are, these are cheap things, but the other restaurants offer more alcohol. They offer a lot of beef more expensive, expenses are 50/50 food and labor. So if I'm cutting this down, right, the risk is basically food safety and labor issues. Those are the risks. So if you're looking at the board, the things you want to be thinking about is is are the board is the board managing those risks, right? There's 191,000 team members with a 94% of them are hourly and it's an 80% turnover rate annually. Well, you know, it's that, that figure shows in the CEO pay ratio where Cardenas is making 5207 times more than the median worker, who's only making about 23,000 dollars and they disclosed that as one of the best hourly wages because they say, the average hourly wage with tips is 23, dollars an hour and one of the lowest turnover rates in the industry. Oh, despite what turnover rate? Did you give percent? Turnover is one of the lowest space. That's what they disclosed, right? But it's clearly that people are not making enough. They started a program called Darden Dimes in the 90s where they give they take 10 cents out of an Hourly workers paycheck, they put it in a fund and then they use that fund to pay other hourly workers who are in financial distress that fund still exists today. The CEO made 12 million last year and they paid out of this fund 1.7 million to people in financial distress. It just makes me wonder if you took like, you know, the equivalent of 10 cents out of the, you know, the CEOs page. That's 10% for the whole fund. Yeah. Um, but when I look at the board, if we know that the risks here are labor and food safety, right? You'd expect on the board to see people, as you mentioned, food, production backgrounds, maybe some labor backgrounds, HR, don't like that. Yeah. Except you don't to be fair to darn restaurants, you don't see really labor, background, patriarch backgrounds, and any of these type of companies, you might see more food production, but you really don't see a lot of HR. And the first thing that struck me about this board. Well, the first thing Struck me is why don't they have their favorite menu item listed? Like Starbucks does I I was I was actually upset by that, that's a great idea. Yeah, I wanted to know which one gets like the ravioli carbonara or whatever, or just like seven raw steaks. When I looked at the board members that struck me is actually everyone and I do mean basically everyone all about one or one director I think has had experience being with bankruptcy or being bankrupted Jason. Yeah, in their company is failing and they had to sell the company or the company like was in bankruptcy and they were running it out of bankruptcy or it went bankrupt under their watch know. Yeah you mentioned this to me early in the week and my first observation was maybe this is a good thing because when I think of of giant restaurant chains in the United States, there they are prone to frequent bankruptcy. So maybe so so maybe it's a good thing. Maybe they're, they're trying to prevent the bankruptcy. I don't know. Well that's that or maybe it's inevitable, maybe it's their Destiny question, right? Right. Like it might be there and if it's their Destiny, that's not great for shareholders. Because I want thinking too is that they all pick from the same gene pool of similar type Industries. Right? They, they find their directors from the same networks of people and those people just happen to come from bankruptcy kind of Companies, right? But here was the problem. That would be true if they were picking from the gene pool of other restaurants, right? Or Hospitality or something restaurant adjacent but what they are and I mean this in the most literal sense, I can is strip mall board directors. Okay. The The Dread a lot of bankruptcies and strip malls. The X CEO of Mensa who is the Xcel of Long John Silver's. When it declared bankruptcy the chair Jameson, she calls herself a turnaround CFO currently on the board of Big Lots and has been since 2015, they just declared bankruptcy. She's also on the board or was on the board of Office Depot, which is been trying to stop existing for the last 10 years. Like, it's existed, frankly. Um, Fogerty was the president of Lehman Brothers after bankruptcy was declared, but was also the CEO of Orchard Brands when they declared bankruptable, really, it's an incredible. I, I do Wonder like a little bit of hedging their bets. I'll call it Atkins was at Sears until 1999 and anyone remembers Sears like that they she's there really just well it's ever by a retailer in the 90s. The more you the more you mentioned. These I really makes me think that they're that have a very limited network at which they draw new directors from But it would make sense to me if they're drawing new directors from a pool of people that were at least industry relevant but they're pulling from directors. That's a pool of There's no other way to think of this except fail uppers or ex failures or fail adjacent like this. So and I haven't even gone through all of them. Like I have an extensive list here of all of these things. So the basic. But the basic question was to your point, is this normal for a restaurant company, right? Like would you is this who you expect? So I went and I found the closest comp company that I could think of because these directors have all been rubber stamped 40% of the are of the outstanding shares are held by Capital group Vanguard BlackRock yeah basically they are picking the directors that's their And they are for the last three years, four votes for everybody. Yeah, you can see that very clearly. The data that the shareholders don't have any interest in making a decision on directors. So is this normal and the closest comp I could come up with suggested? Yes, this is very normal. I looked at Bloomin Brands which is another restaurant. Company basically strip mall restaurants, Outback Steakhouse. Is there big one? They have an Italian joint. They have all the same the same jump balls, right? Same thing. The board is basically exactly the same including that board has an X Darden executive on it. Which at least is some food experience. They have board member history, overlap Chico's Michael's Walmart. Starboard value, you mentioned at the top also has dealt with both Bloomin Brands, right? And Darden. They've been on Boards out of curiosity. Does, does Bloomin Brands also have directors attached to the gambling industry? I know that there are two directors here with ties to the gambling industry, which I don't quite get either. The closest they get is Six Flags, which to me, is basically a form. It's basically like, yeah, it's basically yeah, what do they call that expense? Discretionary spending entertainment, spending Best? Buy is on the board Staples, instead of Office Depot, Urban Outfitters and Orchard Brands. There is just company after, it's just kind of mole, mole area Brands. Yeah, but again, I just went to a New Jersey mall. That's what it feels. Like, again, mall, area Brands 10 to file for bankruptcy. So again I mean you do have to wonder is it to start a smart strategy or are they just fulfilling their own? Own destiny, right? So so either this is high beta Industries, high-risk Industries, with razor thin lines to failure, attract these kind of directors, or they the nature of the business, necessitates, these people as experts, right? Like, it's one of the other either failures can go to these places because they're known entities, but they just fail repeatedly or their chosen on purpose because they're the ones who are experts in possibly. Well, keeping this alive or understanding the business of failure. The one thing that really stands up from everything you're saying to me is, is the future like, how how with these skill sets in these backgrounds? How does a company like Darden Restaurants like Bloomin Brands? How do they innovate? How do they change? How do they transition? How do they, how do they respond to all? I mean, the restaurant world. Forget, I mean, even putting the pandemic aside, which is a lot. The restaurant world has gone under incredible amount of Change in the last decade, do any of these directors of any ability to react to change? That to me, is the is the core sort of forward-looking question. Like the what to do? Now question is should we just accept the fact that restaurants are high failure risk and this is a restaurant company and the S&P 500 or should we go at this and say you need to, you need to innovate, you need to be different, you can't draw from the same pool of sort of EX failures and failure or adjacent directors and Executives, you got to do something different. So what I did, yeah. Was I decided to test the data and draft a whole new board. Now, everybody out my recommendation here is not everybody out. My recommendation would be you vote against Jameson, who's the board? Who calls herself, a turnaround, CEO CFO, the turnaround CFO? Who's on the Big? Lots. Board that is currently declared. She didn't really turned it around since 2015. They're declaring bankruptcy now. The one by me is is closing. Wilmot is a vote against, there's no need for pain. Gambling. You know, you don't need gambling. I don't know, understand the overlap between gambling and Olive Garden and lest, they mean to suggest that every time I eat a breadstick, I don't know what's in it. Well, especially like that. The nomination chair Juliana chug is a from gambling Caesars Entertainment Corporation, and I think Fogerty isn't against because I don't, he basically has failed for separate places, right? Like and I'm not sure exactly what we need that for. So, and in the short term, there are three directors that I suggest voting again. They've been there are long enough. I don't understand the skill set and you would keep the rest. But in the long, long term here I think the goal is to actually look at this and say what are the positions that I want? Like if this was a sports team, If you have people who are just all failure, ex failure, failure, adjacent, they're likely to just play defense. Not not any innovation, no offense. So, what is ideal? And this is a, here's what I mean, this is a good exercise that could happen. A lot of companies that we cover. Well, I think, actually, and you and I talked about this in pre-production, there's it's possible to think of this as in a world where you can trade directors where you can look around the trade publicly traded universe and take one of your directors and trade it for another, where you can attract directors with signing bonuses, you think of them as Talent, attract them, with titles to committees, you know, things like that, you can give them Equity, you know, Equity grants that are attractive, so that they come to your company. I think, if you think about a board like a sports team that way and you want top talent, Then this is, this is actually not as far as. What I deal would look like on this board to me is you want at least two directors that have food consumption, food, production background? I would think. Yeah, I mean a bear at a minimum at a bare minimum, right? You want somebody with Logistics background, right? Like somebody transporting food around and supply chain, understanding whatever. The biggest asset for restaurants is just the real estate. Yeah, it's nothing. Their trademarks and real estate. That's all they really are. Yeah, they're marketing. Want somebody who understands labor, right? Yeah, at least at least one person I would say two. I mean, this is a big deal. Moving forward. It's a deal. You're all hourly workers, you're at the. You're at risk of changing an hourly wages. You're at risk of people walking out or strike, so you don't treat them. Well yeah, risk of the financial instability of your workers. They don't can't show up because you don't give them anything. Yeah, I really look workers more and more who are Keen to the fact that they're not earning a living wage and really can't pay all the all their bills and are going to be less inclined to stay at places like all of garden. And Ruth's Chris, right? They they, I think they need every Board needs an account on it. Everyone gets an account or because you need them on the audit committee and then I think you actually want some tech people, you know, one because I think you need some people who are used to thinking differently, you know, even if it's inside of a different body Innovative different body at least. I think I suggested as the final sort of role, someone who's super Network. I mean look you what you're really describing could be a great board for maybe you swap out food production for something else, for another company. But really what you're suggesting is a really great balance board for most companies. Yeah, you're playing a little offense, you're playing a little defense. You need to understand the risk, but you have to measure the opportunities. And I think all those things need to be true. And this is a point that is lost to shareholders because I'm proxy after proxy after proxy. What you see in the skills Matrix that the companies present is that everybody's kind of miraculously has skills and everything. They don't even take the time and effort to kind of break it down the way you are, which is to say, you know, we've identified seven key areas and we've we've run into directors who represent these areas it. They just sort of magically give you a Board site where everyone knows everything. So we're all good here. My favorite is when they make diversity a skill, I've seen that in multiple proxies, But but so I'm not going to go through. I drafted effectively, we can post this nine directions on our website and LLC and and I'm going to make it a day to drop for next week so you can see this. But I'm going to walk through a couple of these, just give some highlights because a lot of, I see a lot of information here. I I got all their bios so you can see like what they're saying about themselves where they are, but just let's just take, like, first and foremost, I want to find somebody who's in food consumption. There's a guy. Yeah. Um, just that food consumption as a knowledge base basically means Restaurants. You, somebody else who's done successful restaurants at the top of your head? Who is that current representative? Now on their board, do they have? It's just Rick Cardenas, right? Which is not count because that's not the board. Is there to provide oversight for me. It's not his board. I mean, exactly. So the method I used was, I went through and this is all free float data. I went through, and I looked at directors in the entire universe, who we, tagged as having food production as a basic skill, a basic knowledge, right? And when I say basic knowledge, I mean, they majored in agriculture, they their executive experience, was that and agriculture company, but in an operations capacity, not like you're the head of HR at ConAgra. Your, your you are operations, right? Like you, you know, how to operationalize, you know, food production or you worked at a restaurant company in an executive capacity. I chose food. Production. I chose mechanical skill mechanical skills. Often associated with people who are good at production in general and process in general, making sure things are operationally tight and sound and efficient. I avoided anyone with an economics background, I didn't want some someone who got an undergrad degree in economics and then got their MBA and then joined a restaurant company in a, as a year or something. Yeah, I didn't want any of that, right? I'm trying to avoid that but I I wanted to pull pull from a pool of large cap directors, existing directors so that you know, they have board experience more database at large companies and I wanted them to actually be top performers. They I only picked people who had greater than 500 batting average in earnings and greater than 500 batting average in TSR. Meaning the places that they've been, they have this knowledge set and the output is the companies where they've sat on boards outperform. Yeah. I'm assuming the American minimum average, but they outperform. I'm assuming American directors, All American, all US. Based on, who do we got? I did one without it. The result was I got Deborah crew, who's on the Diageo board. Okay, she began her career at Kraft Foods. All right, you guys. I'm so sold. She she's done marketing. She's done operations, she's been at Pepsi. She's been at beautiful, she's she's even done. I mean, degio was a alcohol company, right? She's got that experience on the board. She actually is it. I wrote this down in my notes. She's a deep knowledge of vices is there. Is there anything you want more from? I mean, like, well, let's be fair. Let's be real. I mean a Darden Restaurant is a vise company, right? Because I mean you're going to the mall, you're having a bunch of breadsticks, you're having a big steak and whiskey like it's a place it's basically vices. I mean, she worked at RJ Reynolds for a while like she does. She does vice really, really well. Hey, I'm sold, Deborah credit, it's all food and consumptive vices, she's us-based, but she's worked for a uk-based company. So she has even better exposure and part of what I wanted to say is how do they do it different? Because all of these directors have been us-based companies, only how do they do it different in other jurisdictions and other countries? I don't have these restaurants. That's they don't have the same labor problems that they don't have the same but they think differently, right? And she covers both marketing and food so I'm getting too far in a way. So who else? Yeah. All right, here's another one, right? I want to Transportation. I wanted to Logistics I'm talking about like supply chain Logistics. So all I did. This one was really simple. I just chose Transportation knowledge Us-based and all performance metrics above batting 500. I'm enjoying this game by all. I mean, earnings TSR carbon and controversies. Yeah, I don't want somebody who worked at a transportation company that ran over 17 people or spews, a lot of carbon because carbon is a big issue and and Logistics and transportation. Here's who I got. And these are people. When I shortlist these, they're ended up being, you know, five to ten to 20 depending on the shortlist 20 directors. And I literally eyeballed for where they were, what's in their bio and I picked them at random none of this. And this is important. Not one of these data points. I used is a demographic data point. I didn't say, I want women, I didn't say, I want, you know, like, people of color. I didn't say anything that I'm just going strictly on knowledge, base and performance metrics. What I got was George Willis, a Vulcan Materials board right now. He actually was at UPS perfect for 20 years or longer ups for a long time. He was the president of US operations at UPS. So, He know, if there's anybody who knows how to get a thing from point, A to point B, it's somebody who worked at a company like ups, but because he's at Vulcan Materials, he actually has a lot of knowledge about Commodities commodity pricing, all sorts of other things related to Commodities. He is on the board of Huber, which it works on sustainable Commodities. And many things they do like packaging and stuff like that. All actually relevant. Yeah, Darden and beyond that two things. I've noticed is that as an example, George Willis, Vulcan Materials board Vulcan Materials is headquartered in Birmingham. Alabama, you'll have Elizabeth Keller for food production, she's on the Murphy Oil board, which is in Texas. These are good, cultural fits for Darden Restaurants which is in Orlando, Florida. So, these are these are these are, I don't know that you actually looked at that, but for as far as a board being a, you know, being able to like get along and have a good cultural fit, have a conversation. These are, these are not outlandish. Picks, they're not at all. And in fact, some of the picks, what were they worked at related companies so they're not totally unknown, like I ended up getting Pamela per year, she's at Spartan Nash, which is a military food supplier. Actually they have you know, they work with a US military on and food supplying sounds about the same to me, but she worked in a human resources capacity. In fact for that, I looked for personnel and Human Resources, knowledge therapy, knowledge, exposure to unions or low-wage workers and she had she worked At she's on the board of Spartan Nash, but she's, she's worked at Pfizer as a chief Talent officer. She's worked at Walgreens which is you know it's half of that is low wage, you know a low wage Workforce. She's worked across multiple Industries in that capacity. She has an MBA and a degree in Psychology and a degree in organizational psychology. A PhD in it. Yeah, and she's on a food provider board. So once again, perfect cultural fit, Spartan Nash, Michigan, located in Michigan. When I was done with this, and there are a couple of good ones in here, I won't belabor them. Yeah. Now, remember I said, I put in no demographic data. One of the fun things that came out of this was, I ended up with a board that had three white women. One black woman one, black man, one Asian man, and three white guys, perfect. It would be one of the most diverse boards in the sector. If not the most diverse and I am not doing this with any demographic. This is purely performance, every single one of these, I chose, they had to be on boards that outperformed as a criteria outperformed in some aspect, right? That means it's totally possible that there's ways to find cultural fit. There's ways to find knowledge fit right, and all you need is the data to do it, which we have and you can end up with a board analytics.com, that that actually is fit for purpose. Yeah, I love this. So again, this this entire board slate for Darden Restaurant will be available on a free flow, LLC write a data drop and there will be all there and a day to drop. And the key takeaway here though is a vote against me who Jameson chair. So the vote is against the chair of the board Jameson Jameson, the vote against Wilmot, who's, who who's currently compensation committee. Chair Timothy Wilma who comes from Penn National gaming of all things and Fogerty. I think his name is John Fogerty comes from Beauty Brands and pharmaceutical Brands and yeah again like kind of an odd fit there but I think the goal here is to think differently about how you can construct your boards and two. If you could engage with the board on a level or at least a third party on a level and do a universal proxy card and which you are attracting talent and putting them on the board, rather than thinking about, who to management, give me. I'll tell you this process. Took me one day. I'll tell you this to, you know, we get a lot of feedback that our process is negative because we're targeting. Directors to vote against or targeting, but directors to get rid of that's that's in entirely that's like a part of the truth of what we're doing here. Really what this suggests is that this is a positive process of finding the championing, the right directors who will actually make a contribution to the boardroom and in your right to point out that we could see these people as high performers we could we could offer them signing bonuses. This is does not have to be a negative process. It's just not finding the right directors and finding the right fit for your company. So other than that we have say on pay up for vote Darden Restaurants. We actually have Uh, one two four Cheryl, proposals as anything stick out to you that you want to talk about. Before we wrap up today's show, there is nothing that stuck out to me. I was against pay I think as a general rule I'm going to be against pay when the pay ratio is above average, 250 to 1 special. When you have a policy where you're taking a 10 cents out of your workers. Yeah, paychecks. That. That's a little. That's a little awkward. It felt weird. Oh, sure. Proposals. We have a bunch on chicken when I'm pork. I actually thought the chicken of the pork Cheryl The Proposal, both well-meaning. I don't disagree with them but in general, I feel like missed the fact that they do beef and pasta, right? Like yeah, it felt weird to me to focus on it. It's not like, they don't do those things. Yeah, but I was there are other bigger things that I feel like. If you're going to spend time on a shareholder puzzle, the other bigger things matter where I will disagree with you on both of those, is that these seem to be purely about disclosure in that the company has promised to to do certain things like for instance to The to release key, welfare, indicators related to Broiler chickens. I don't know a lot about this subject, but if you're gonna purport to change, something Darden, promised to change something to improve something, by a certain year, released all this, the Humane Society just want, they just want the data, they just want to see the process. They want to see the progress, right? That's great. I don't disagree with that, but as we just saw with Tractor Supply, right? And that's where that becomes relevant. These, you Turners, if you are willing to you turn on something like true you in your company, you're right, you're right. You turning on hitting a target for Broiler chickens. Is not something that's high on your agenda, right? Yeah, you that's where the people matter. And what you've learned about these people is you can't ask them to give you a report or hit a Target because they don't care about that. Well, don't like it, replace them with. These are misplaced to me. We had a fascinating request from a client this week that you told me about where where they were interested in our data on the Flip-floppers the Dei flip-floppers. Right? Right and their question was, was really pretty simple, but kind of Genius, which is, well, if they're gonna change your mind here, where else, where else are they gonna change your mind like if they don't take this seriously, right? What else don't they take? Seriously this is the part that all again all the business news reports miss out on that they don't cover. That particular aspect of these stories. Yes, they cover that the company is is rescinding is Diaz policies. But there were, they don't cover is that. This is actually just a handful of human beings making this decision in a boardroom change their minds for no apparent reason just because of activist pressure. So where else are they going to change their mind? So, yeah, I thought that was an interesting request from a client. So in the end, I I basically said, I thought to myself those don't they're not the biggest risks for the first place, and they don't, if I think you vote against the directors, I think, I think if they're, they're in their directors, on the board who were there, when they That these targets. If they gonna flip-flop on the target, they're not going to give you a reporting on it, vote them out. I don't know why you would ask an insurance proposal anymore, the people are what matter so, but otherwise nothing stood out to me. It looks like you're voting for requesting the company to comply with who guidelines for anti microbials for food, producing animals in the supply chain. That's a mouthful. That one comes from Mercy Investment Services. And finally, from The Sisters of the Order of Saint Dominic Grand Rapids, you also supporting their proposal, which is requesting the company issue a report on reducing greenhouse gas emissions in alignment with paris's 1.5 degree gold, right? So that's it. Lock going on at Darden Restaurants, believe it or not. Again, we are going to drop some of this data on our website. If you want to hear more about this, it's actually quite interesting. It's quite fascinating, this board that you drafted for Darden, I'm hoping that you will send this to Darkness itself. Why not right? That's the proxy countdown for the week of September 9th, 2024, Join us next week when we jump back into the alternative democracy pool. Forever on the lookout for shareholder sharks floating Band-Aids in Wayward directors.