Transcript
This is proxy countdown. Welcome to the Big Show for the week of June 10th. 2024 alongside my tag team partner, Matt McCarty. I'm Damien rawlas on today's countdown. Alphabet. Steals a CFO from a pharmaceutical company. Southwest Airlines CEO. Bob Jordan is not looking for career advice. Walmart shareholders care more about pigs and employees. Tesla shareholders appear to be out of their Collective minds, and on the big vote, an airline company board. So dull they named it Delta To our trade wire. On June 5th, 2024, Eli, Lilly, and Company. Announced that a knot Ashkenazi resigned. A CFO to quote pursue another career opportunity outside of the pharmaceutical industry. On the same day, alphabet announced the appointment of a knot Ashkenazi as the new CFO of alphabet in Google. Do we think alphabet is the other career opportunity outside of the pharmaceutical industry? Come on, Eli. Lilly just tell us we have Google, we can just Google Google right to find out who the new CFO is. Nikes, longest tenure director Alan Graf, Jr. Who was a, Who was appointed to the Nike board before Tom, Brady won his first Super Bowl that just feels like ancient times. That might have been 100 years finally, stepping down. What's most remarkable about graph is not his tenure of over 20 years? It's his lowly influence of just 2% on the Nike board. Travis Knight, son of founder, Philip maintained 54% of influence at Nike, large cap boards will have one less Murray and two more Maria's Murray. Roush stepping down a trade web markets, Maria mulch, joining it, Casey's General Stores and Maria Martinez, a new director at Tyson Foods. And lastly, a carrier Global Corporation. Timothy White. The company's president Refrigeration will transition to the newly established role of Chief product officer effective, July, 1st 2024. I just wanted to say president Refrigeration. Yeah, I was President. That's all they say that Refrigeration. Let's move over to proxy cage matches, Southwest Airlines, CEO. Bob Jordan. Says thanks. But no thanks to Elliott Investment Management. Which on Monday publicly disclosed a 1.9 billion dollar stake in the airline and demanded new leadership. On Wednesday Artisan Partners limited partnership, Southwest 9th, largest shareholder urged the board to reconstitute itself and upgrade Community company leadership. I have no plans to resign CEO. Bob Jordan said, My 150% Focus. I mean, I think that alone may be should force him out, right? There's no math. My 150% focus is on supporting our employees, doing good for our customers and executing the wonderful plan we have we have to get better Elliot said Southwest board. Does not include any director with external Airline experience. It called for the boards. Reconstitution with new truly independent directors, possessing expertise in Airlines customer experience and Technology. Luckily Matt we have all that data. Now we can tell you what's going on in South, we've actually told clients a year ago, a little bit more that Southwest was a likely Target for an activist because of the Constitution of its board because they lack the skills because the underperformance overall, they were an age outlier, they were the oldest Board of any Line on Earth on average by influence. So this was foreseeable. Not only was it foreseeable. It was fun by us, it was foreseen and I'm a little confused though, why CEO? Bob Jordan isn't laser focused, he is 150% focused. I was gonna ask which is bigger a laser focus or 150%. I mean, I don't know. Buy the math 100% would be one in athletes and a Tesla. Part-time CEO. Elon Musk has already declared Victory before Tesla's shareholder, meeting this afternoon, June 13th 2024 because why wait for the actual meeting to happen. And for all the votes to actually come in and waste another opportunity to prove that Tesla stock is essentially a meme stock that Matt pointed out a few weeks ago, that operates outside of the scope of normal fundamentals. Those same normal fundamentals, at the anti-esg crowds to worship, by the way. Yeah, last week, we forget where is Bill Ackman? Right now, he lost his mind when this happened to Disney. In fact, here's a quote for a tweet quote from Bill, Ackman quote. There have been a few recent articles in the Press about Disney winning, its proxy contest with Nelson Peltz based on early election returns that have been leaked to the media. We don't have an investment in Disney, but I thought it useful to point out the inappropriate of these leaks to the press the company and or its advisors have leaked. the early results in order to tip more institutions, in other shareholders to vote for the incumbent board, unfairly tipping the scale, in the incumbent boards favor, Institutions who have already voted still have time to change their vote. It is time. We make an example out of Disney here so that this bad practice does not continue to poison shareholder democracy. I feel like yeah, nothing nothing on this so far. What was that? Like a month ago. I mean, that was it in April, we're talking about the month and a half ago, moving over to our vote results table. 32 annual meetings over the last week. Again, these are the largest cap companies in the US roughly the S&P 500 as usual, the vast majority of directors received well over 90% support only eight, directors out of those 32 companies received more than 20% votes. With held Kelly battles, Arista networks. Richard Burton at Netflix two directors, Comcast and three directors, Warner Brothers, Discovery. And finally David kostman, the 30%, Novo at Unity software. That 30%, no vote the highest out of all directors. Matt six of those directors were at media companies, which appears to be really the only industry. Speaking of Disney, where shareholders are paying attention. So no surprise there, the week's big winners are Angelique Bruner at CoStar Group 99.9%. Yes. And at DaVita Wendy Chopper and Dennis Poulan 99.93%. Support credible. Who's the point zero seven percent? That's what probably next spouse. They're continues to be wide support for pay practices. Only one of those companies. I looked at showed considerable descent with more than 20% of Voters saying, no, and that's at a Media Company. Warner Brothers, Discovery, Sam pay. 47% said no to pay at Warner Brothers Discovery. Again, this constant fascination with media companies, moving over to the world of shareholder proposals. Let's start with the victories. Both were calling for the adoption of a shareholder, right? To call a special shareholder meeting. 70% said yes at ancest and again, Matt Warner, Brothers, Discovery, 52% of shareholders said, yes, to this. So if you want shareholders engaged at a company, I think media seems to be the only place to get that done. Next up are the almost victories. Uh, 49% said, yes to a Shirley proposal calling for an independent board chair at corepay and you you have to negotiate that, don't you? Yeah. And again at a media company Netflix, we have two votes that nearly passed 43% said, yes for report on Netflix's use of artificial intelligence and 46% said yes, for special shareholder meeting Improvement. And finally, here are some of my favorite, Oddities from the shareholder proposal World from last week. A proposal requested requesting a report on the use of AI. At Warner Brothers Discovery. Once again received 24% support, that's a big one. This was this one was brought by every good bureaucrat in New York City, ready for this, New York City Employees, Retirement System. New York City police. Pension fund the teachers retirement system. The New York City fire pension from the New York City Board of Education, retirement system, and the New York City. Everything bagel toasted lightly with cream cheese Jill. So, that's great there. A New York City at Walmart. This is how shareholders rank some of society's most pressing issues. This is fascinating to me. So, there were several shareholder, proposals up at Walmart. 13% said, yes to support the publication of targets for transitioning from gestation crates in pork supply chain. You know, I love everything pigs. So I love this. I love a good pork so that's 13% saying. Yes to that, 15% said yes to a racial Equity audit, so they, they care slightly more about a racial Equity than they do the pigs 19. Percent said, yes to review of workplace, safety and violence. That seems, you know, another obvious one. I would have voted for that, but Matt a proposal on living wages for the vast Army of workers at Walmart and it's over a million. Is it not, which is roughly the population of my home state? It's yes. There are like 1.5 million. Yeah, a lowly, four, four percent said, yes to that. That's well, below the number who supported, you know, pigs. Moving from this crate to that crate, which I support by the way, but shocking 4% supporting living wage proposal. You know, I gotta, I got a couple of advice. First of all, the at Walmart, you know, you can't win, right? There's a lot of shareholder proposals that places that you can't win. And what I actually, I think it speaks to the fact that we're seeing AI proposals at places like Netflix, who's not, creating AI, the place. He had a creating AI or I'll do a class. You can't do anything about them. Yeah. So so you know Use the Netflix approach which is maybe you should file a shareholder proposal about Pig. Gestation crates at a one class. One vote company. That's a Json to Walmart. See what happened. It finally, back to Netflix, a very logical and simple request from the New York City Carpenters, pension fund. I never heard of that one. Asking, basically, for directors, ready, ready to fall this map, listen very carefully. They all they want is for directors to resign. If they get more no votes than yes, votes. Okay, that's it. That's all they want. This, got the support of only 16% of shareholders. That is impossible to me, that's the best. That's one of the best shareholder proposals, as I've seen this year and If you're the New York City Carpenters, pension, are you annoyed? You got left out of the Warner Brothers Discovery list. Everybody else was on that list from New York other, a lot of wood skyscrapers in New York City. I don't recall that that's it for. The are big for votes, vote results table. Let's move on to the big boat for the week of June 10th 2024. We have, oh, we're looking at Airlines Matt, which I don't know if you're terribly excited about know. We have a meeting at Delta coming up on June 20th, 2024 Delta in the news a lot recently, basically for not sucking, right? It hit its the number one on a list of American Airlines companies that don't really seem to suck it globally their way down there. You know, they're like number 20, but in America there, I guess they're the best. Well, they're the largest cap Airline I think in the world. Yeah. And and if you're an owner of Delta, I mean, just to Jump Right In. Yeah. Go, you're you're happy because Delta's outperforming all the other airlines but it's like the winner Loser. Yeah, it's like the it's the whole industry. The industry context matters here. If you're thinking about Delta in context of like other Industries, Delta beat the S&P in a two. And they beat out, they're the only ones who beat the S&P in America's two years in America, out of American Airlines. In the five year, they lost to the S&P but they were better than all the other airlines. Okay. So so like that's being the winningest loser and I know that's the pandemic years. They took 11 billion dollars in pandemic, bailout funding, and that was only what like 15 years after declared bankruptcy. I mean, it's it's not exactly got a long track record of success. That's my point know they're crappy as an industry. They're low performance. Generally, the board reflects that is a relatively low performing board relative to Industry Pierce or sector peers, not airline industry. But sector peers persistent, boom, bust Cycles. They always end in consolidation in bankruptcy. It's like media, right? Like I don't know why every billionaire wants to buy a media company airlines are basically Media company, like, it might, as well be that the cycles of the same, just buy an Line, well actually lose the same amount of money. Actually, we have seen a lot of media types. Billionaire Tycoon types buying Airlines over the years, right? I mean, I off the top of my head. I'm thinking. Richard Branson, right? Virgin, yeah. But less. So, don't even Donald Trump. Had a had his own Airline for a while like, oh, we're counting that. Okay, I'm just say, I'm sure there are other examples but that off the top of my head there and not only do you shareholders just relatively universally agree that even the best airline only trade that a nine PE ratio, but customers universally agree. The airlines stink, nobody like they're terrible. At least here in the United States. They're terrible. The treasury is trying to sell the warrants. They're starting the auctions for the warrants, that they issue during the pandemic to the airlines. A lot of the treasury should make some money on this because the strike prices are in treasuries favor for right now. But I actually I want to talk about something that seems to be an industry Trend because it'll go ahead. It'll put Delta in that context, which is the Southwest defecation of Airlines. We're now talking about Southwest has a maximum earlier and more crowded. Is it in? Poor service is that we're talking about. It's basically stripping down service entirely to its basis form, including the Southwest lines. Do you remember the Southwest lines? It was horrible. It was it was a literal cattle, herd. It's like it's immediate anxiety before the anxiety of flying, but Gary Kelly, who's on, the still on the board of Southwest was the CFO and the 90s and he did the first verily. Successful version of fuel hedging. So basically he transformed Southwest from just an airline that. Takes customer from A, to B at the lowest cost possible and manages the sort of Licensing and the FAA and all that kind of stuff to a trading house, like they actually their profits. Southwest profits were buoyed for a 40 years, by by versions of trading. Since the 90s, it's basically been The way that they maintain low prices on top of slashing every possible. Customer service, is this why we see? We, I talked about the airline industry, coincidentally, on our show on Tuesday. Is this why you see? According to our skills data that we now have, is this why you see so many? So much, economic and accounting. Expertise on these Airline boards. He's special America. It's exactly higher than anything else higher than Transportation skills, higher than mechanical skills. Just I mean, if fairness to the sector like, sort of Finance experience on corporate boards in America is number one, but the airlines have taken it to a new level. In fact, almost every airline's board. Their base knowledge is financed. Cfo's is like the most popular title today on an airline board virtually every single one of them and Southwest was the first to Add an oil and gas person on the board. They added somebody in 2000, I think four. Okay. They added their first oiling, gas into a board. Delta did it in 2012 with Bill Easter who's actually retiring this year? And replacing Bill Easter with Willie Chang, whose another oil and gas person. Now, it's basically you always have a bunch of Finance people and an oil person so that your whole business model is not about transport Logistics. There's no Transportation on these boards. Your whole business model is trading oil, futures. Minimizing the cost of oil and gas into your point. There are two new directors coming on. Okay, it's a point of contention that has nothing to do with Delta. Maybe has to do with American board in general two, new directors, joined the Delta board in April, And now shareholders are being asked to vote on them, but there are already directors. So really it's a rubber stamp system which is but to your point one of them Willie Chang is the CEO and chair, a Plains All American pipeline of all places. The other is the is Maria black to see oh of automatic data processing. I it just strange, they're too strange skill sets to bring onto the Delta board know neither of them is in transportation Logistics, anything like that remotely. Yeah and definitely not AI or technology. The only technology person on this board actually is a cybersecurity well person. I'm not been there, the longest. I'm glad you pointed out there. Actually two features this board that in me. One is David DeWalt, who you pointed out, who is a deep background in cybersecurity, I believe, former CEO of McAfee but he's involved with a lot of other cybersecurity companies and you're right. He's been there. Since 2011, the year, after CEO at Bastion join The board. My only point of contention with him is is not that because I have long proposed that all America, all West, all boards should have cybersecurity expertise at this point. So I'm, I'm glad to see that, let's not forget that Southwest right. A couple of years ago, didn't have a complete melt that, I don't think it was a cybersecurity attack. But they did have some software meltdown. They couldn't take anybody's orders, right? They were filling orders and they couldn't fill the plane. My only point of contention here is that David DeWalt, for some reason, is the chair of the nomination committee which I don't, I don't know, I'm not really impressed with the people he's bringing on, so I. But anyway, that's one, that's one feature. I actually like about this board, the other feature. I like all though, this is all so happening, American Airlines, but something is not happening at American companies in general. Something that another thing that I highly support, there's actually Matt a pilot, a Delta employee Christopher Hazleton. Yes his Or in our performance is performance sucks, but whatever he is on this board, there's actually like some of the European boards. Especially in Germany, there is an employee representative on the Delta bore. I think that's fantastic, which is a smart move when you have a labor problems across the industry. Absolutely look, I'll say this about the board. Um, I know you because nothing really to say, so go ahead. I want to get back to the like I like I need to Define like sort of a theory of change here. Like what is the vote pre-game Theory going into the shareholder vote? The board. I spent days looking at this board. I could not, I could nitpick all along the margins. This is a master class in the most basic mediocre best practices. You can listen, you can come up with it's funny. You said that because It's the type of board that if you squint it kind of resembles a European board, right? It's one that has sort of it has learned over the last two decades is learned some of the best practices from the from the progress and corporate governance. And it is adopted those things and you can't really find a lot to fall, right? Well, even you saying, I've been advocating for cybersecurity on every single board, right? And they have their one side or security person on this board. This board has low connectivity amongst the members that we can find on paper. Like, there are a couple instances where Ed Bastian and Waller, they're both on the Woodruff Arts, which is an Atlanta Art Center board together, right? I even applied that this company. Not only, they tell us what the public directorships are of their members, of course, which they all do. They actually make a point of listing? The affiliation of each board member, which to me is a very Progressive sort of moment and disclosure, right? They They itemize every Civic board that these people are involved with. Also one other feature which is very European which I appreciate is that according to our data, the chair, David Taylor was a former CEO at Procter & Gamble. He actually has slightly more board influence in the CEO at Bastion and I would guess that's because he is very highly connected. Whereas, at Bosch is a Delta life or in his probably only has buddies from the Delta break room. I'm guessing, but even Taylor highly connected is he's connected to two other board members. So not even a majority. He basically has wrote roles on multiple committees. The like the way basically if you were to game the way anybody's governance data Works, including ours to a lesser degree. Yeah. Delta's doing it right. There's decent refreshment on the board. All the to your point, semi Vegetable in terms of skills added sure the Delta has like a designated pilot. Like, if you're a governance person, you love the idea of an employee representative on the board, but they are the worst performer on, okay by our metric. But let's be fair, that's not why this person is on this board. It's not, it's not to contribute to earning is really, I mean to provide other Insight. My point is, everybody is a good but kind of it's like a good butt board, right? Like they have good butt is a victory in our world. They only have 25% women on the board, but three is the bare minimum number by most governance data points, right? Three women, I'll tell you, I don't know if there's a major, I'm guessing there is a major issue with groupthink in the airline industry, going back to what you're talking about with Southwest and, you know, hedging Fuel and all that. Is that it seems to be that every American airline industry stops at three, women on the board. They do that. I don't know what that is. They All stopped at all. These companies are all so they're not based on the coast right. These are not New York, California companies, right? These are like Midwest Texan? Right Chicago, they're more traditional locations. These companies So after going through board member by board member and I could tell you, one thing, I don't like about every one of them and then one thing where I'm like, yeah. But I guess, that's okay. Yeah. Maybe we could do that part of the show a dinner party. Here's where I landed with a theory of a vote theory for this company. Do you want to change the winningest of losing industry? And you might want to, you might, you might want to write, what's? And when you're doing when you're thinking about that, Think about this director, 10 year, the average director, 10 years between, seven and nine years, right? Okay. What is the pivot in Airlines over the next decade for an industry? That literally everyone hates him is under duress, considering the following facts. Southwestern. Sorry, Delta has made the following pledges, a 10% increase in sustainable aviation fuel by 2030 35% increase by 2035 a 95% increase by 2050 and Net Zero by 2050. They were the first airline to come out in the US with those pledges, we know that there's going to be an emphasis on efficiency in these Airlines contribute as an industry, 2% of global emissions. You might not be in a mission's person, if you're not in a mission's person, then having a board that basically spends its time hedging oil, you know, Futures and and doing what Delta is doing, probably not a bad thing. You might be worried about the age of the fleet and some other stuff but mostly it's like just run what you're running. You're the winningest of the losers. Yeah but I got asking for you for that I got asked. Do they have anyone on the board? That was suggests an expertise and achieving those goals? Exactly. Not. So if you are thinking these directors that were electing today need to exist 10 years from now and they're the ones who are going to own some of these kind of pledges. There's going to be a different environment 10 years from now. Who are they, who should we bring in? I'll cut to the chase. I said, vote for this entire board with a huge caveat, which is that Now we're into skills and knowledge refreshment, okay to address, what's going to happen over the next seven to ten years because you have a lot of pledges and not a lot of knowledge on how to get there on this board. Yeah, so you know, that's funny that the when we're talking about, there's really the the one thing that stood out to me because I did have similar, you know, issue kind of finding major problems. The one issue I did have was that the new to directors don't really appear to be added of right for the, for the long. The long term that you're suggesting Is basically a replacement agent for the other oil and gas person who's leaving Easter. Maria black does not make a lot of sense to me except that if you have a labor problem, ADP is the data behind labor. I don't really I mean like everything felt kind of like a stretch. I did run this by Ari Ari and our office are the deadly. The data Queen. I showed her a chart showing Delta's, the age of Delta's Fleet against their carbon efficiency per kilometer, you know, a passenger Mile and re pointed out that Delta has one of the oldest fleets in the world, which actually older planes are less, efficient fuel wise than newer. Planes are so, they're losing on the per plane sort of efficiency. But they are also one of the best overall at their carbon efficiently. Right? Like perfect travel but as you said, like the best out of a group of low performing companies. Right? Sure. Right. But but the point here is what Delta's board does. And this is in fitting with the overall analysis of Delta and Delta's board being the winningest of a losers, right? Is they are maximizing absolutely maximizing. The efficiency of the assets that they have. So it's like what it appears to be happening is they are constantly maximizing where they're at, this is a very right now kind of bored a right now kind of culture. You know, like they're not replacing the planes that at an astronomical rate because it's really expensive. So they're going to have an old Fleet. How do you adjust for that? Well, you adjust the roots, you don't you, you do, you know, like, are you like, you can't, you shouldn't be using big planes on small Roots? It's like super simple and stupid things. You maximize your times that you're flying. So that the plane is Fuller. You minimize the amount of business class seats so that it's a little bit more efficient in terms of emissions and even fuel usage. All These Little Things add up to well we're gonna make sure we're hugely efficient. The way we run, but hugely efficient. Today not hugely efficient for tomorrow. So here is my suggestion. Okay, let's get right to the suggestions, do it? I am going to say vote for this whole board. Oh, wow. It doesn't happen very much. I know. Yeah. But I'm going to say, what vote for all of them, okay. And here is my thinking going forward. You absolutely need to be thinking, seven to 10 years from now, the 10-year of the next incoming directors and you want to replace the following skills, the following knowledge basis you have so much econ and Finance on the sport Leslie. Hale is a real estate Reit executive pravu is the CFO of Visa, the CFO of NBC, the CFO Starwood CFO. He's just a CFO. Real was the CEO of Santander Brasil, which is a bank and he was a CEO of a big meat manufacturers in Brazil. Why, why meet manufacturing, what is that getting you like, what does that experience get you delicious? Last time I checked Airlines. Don't even serve food. On most of these flights from Coca-Cola, the CEO from Yemen, Taco Bell. What are we doing here? You want to replace happy? Or two former CFO, the Coke Cola Company. Exactly. You want to replace these with sustainable fuel. Like, if you're going to put Willie Chang on this board, who's a pure oil and gas person, you could find somebody I went. And I looked, I looked for for these people, sorry, banana is a PhD and biochem. She's on the nest orange board. It's the largest manufacturer of sustainable aviation fuel, and it's still an oil company, right? You can get oil company. Executives, who probably know something about oiling, gas for the hedges who also are the biggest providers sustainable? Aviation fuel or in biofuels, in general, I appreciate your point. And why are you supporting the the new, the two new directors then? Well, because first of all, you do have to deal with the now, Willie Chang has the place on this board now and to your point, they've been added to the board like You'd be replacing with the ability to put somebody else on, right? You know, I complained constantly about how this world of ESG, corporate governments, whatever you want to call how it's basically been stagnant for the last 20 years. Right there just isn't a lot of innovation, a lot of gains were made, right? For instance, a lot of the largest companies have a separation in the roles of CEO and chair great. There's a lot of great progress in that regard, but no one's asking for anything else, right? And to me, This is a the perfect area for for people to start, like asking for more which it and that is when there are new nominee nominees for these boards. How about giving us a choice? How about how about outlining their different skill sets and what they could offer and giving giving me, why don't you give the shareholder? A choice like this person represents, you know, sustainable aviation industry represents their. I love it, there's no reason. I can't. What is The Logical argument against that? I don't that what person's gonna be a loser, but they're not losers. They're already, they're already highly successful Executives. So I if you're if you're if you go out and you are finding directors you don't find too right? You have to go through a list of 10 or 12. Sure. Pick the one of those, if they're all willing and if they really want Maria block to see CEO of all things of automatic data processing while Same time while Elliott Investment Management. Probably is Matt looking for the like the person that you just mentioned right, there are looking for Innovative people. If you really want to pick Maria black over someone else, like go for it, but at least give them a choice. This is just Elliott's point. My second skill that I think you need on this, which I cannot figure out why it's not prominently everywhere. In Airlines is actual Transportation Logistics in America. At least I don't know about the rest of the world but I'm American Airline boards Transportation because expertise basically does not exist. According to our knowledge, our like, our knowledge map of this board transportation. The only person with Transportation experience on the board is Ed Bastian and he was the CFO. He didn't even do that, like, just because he was at this company, he has some of the experience. But he's, he's not a logistic person background was CFO. He's a comptroller before that, where are the people who are good at moving? An object, from A, to B on this board. Like, That is the core thing that you do. Greg Creed was the CEO wasn't the Taco Bell, yum brands, that's true. You did move me from the drive through Lane to the bathroom, very efficiently, the drive-thru Lanes, there is a lot of Logistics in some of them are becoming two different Lanes, right? There's a lot going on there. So my overall recommendation for this board is you vote for them and then next year it it's about Knowledge and Skills. We're Constitution, you need a different mindset over the next decade. And you have to know that every director that you're electing. Today is going to be there. Nine, seven, eight, nine, ten years from now, and which ones do you want to represent? You then is really the core question. Okay. Quickly. Let's get so we can get out of here. Sam pay. I will say this, this, this this year. Delta has introduced a one-time enhanced Awards to certain named executive officers. So what this really means in a nutshell is that they have magically come up with some extra money for CEO, Ed Bastian and two other Executives. I don't know why. It's just three Executives is not. Not anybody else. CEO at bastian's getting an additional 14 million dollars in equity. And this is the thing that that shareholders usually hate, they usually hate special Awards. Discretionary Awards One Time Awards because it's out of the purview of the normal pay plan. If you want to reward your management for for say, you know, for outpacing your peers, it should be built into the pay plan and not these like magical one-time Awards. So I I would guess that they're going to get some pushback on this, which I think they should. Also the CEO pay ratio this year is 336 to 1. I think that'll probably stick out as well. So that's what's going on at say, on pay. To share all the proposals that this year, one from John, shabbaton requesting report related to third party, political contributions that doesn't seem a very chef and esque request. And then, as you sow, Requesting the adoption of a non-interference policy. Again that doesn't seem very as you so but only two going on there. I will remind you Matt that last year. Shareholder said, yes, to another John shevde. That's a pretty big win. As far as shareholders go, we're seeing very low numbers in that this year for to ratify termination pay for executives. So shareholders seem to be kind of paying attention at this company. Matt, I can't for the life of me figure out what they're paying attention to most time. The one thing that has mystified us week after week after week is the pattern in shareholder, voting across individual companies Industries Regents makes, absolutely zero sense. I mean, even this PayPal package and I did an analysis of the PayPal, put on line. It doesn't make much sense to me either unless and Us in a way, it's an N rundowns termination, pay, you know, gratification, right, like, give them the money now as part of a one-time, enhanced pay knowing that he's gonna retire in two years and and this is a way to give them, you know, extra money now. Look that's all conspiracy theory. But here, you know, with the pay, I'm saying, vote no on pay and I would usually couple it with vote, no on the pay committee. But but I'm not going to at this point, not because I'm not aware of my own hypocrisy but mostly because like, I I don't, I don't know how to gel, just the one time pay thing with other other. Hey, I compared to every other Mark pay at these large cap us companies, and it makes no sense. I will say this, the head of the competition committee is a, is a guy that you're already on comfortable, with names Sergio real, Who was the What is he? Anyway, that's that's what's going on there. And any other thing you want to add there? I No, I say I'm no on both shareholder proposals, even though I'm usually yes on anything juvet and does, but I don't know like that these are. I think the core problem here is skills on the board. I think it's the people on the board that you want to reconstitute over the next five to seven years. Not not these issues. Let me know it's my summary before I wrap up. Let me also add as you sew had one last year to a freedom of Association and collective bargaining policy that all got high support 32%. So something is in the water with these Delta Charlotte. I don't, I don't, I don't know what it is. Is it the rancid orange juice that they serve you? I don't discussing cartons. It's probably the really, really tiny cans of Schweppes ginger ale, which I actually love. That's the proxy countdown for the week of June 10th. 2024 join us next week, when we jump back into the alternative to see pool, hopefully was a company, maybe more exciting and Delta Airlines Forever on the lookout for shareholder sharks floating Band-Aids and Wayward directors.