Transcript
This is proxy countdown. Welcome to the Big Show for the week of January 1st 2024, New Year alongside my tag team partner. Matt McCarty, I'm Damian roles on today's countdown. The ongoing game of Chutes and Ladders starring corporate CFOs. Musical chairs at synopsys where everybody is richer the ongoing proxy cage fight at Disney park 17. a look at how Matt's picks did at AutoZone and the big vote at Stefano pessina drug Empire called Walgreens Let's start with our top stories. Go to the trade wire. Let's talk about cfo's, Matt, CEO, cfo's never last long. That's the takeaway Mike. Mike Meister out at CH Robinson Worldwide. He lasted four years. The company says that they have commenced. Search for a successor. Commenced is their language which means that the board just says it does succession planning in the proxy, but doesn't actually mean it. CFO Michelle Turner. Also, out at L3 Harris Technologies, her exit will be treated as an involuntary separation for the purpose of her Equity Awards and other post separation benefits involuntary. Separation means she didn't want to get fired, right? Matt involuntary separation. So they pushed her out while she was saying come on she's getting three million dollars to get used to the idea of her involuntary separation, including something I've never seen before. 500,000 dollars as additional consideration for Transitional Assistance. Sounds weird. Yeah, that that it's extra money, it just in case. The 2.5 million wasn't enough. Look what's what should strike you here is that isn't the CFO getting pushed out just the defensive or offensive coordinator of a football team, getting pushed actually by the by the, you know, the the coach. That's that's all we're seeing here. So yeah, it's short lived job and you get an extra 500,000 dollars for not doing it. And that 3 million dollars figures should be familiar to her because she was hired less than two years ago. And like a polished mirror. They gave her three million dollars to join the company, so that's consistent. Yes, this is like less than two years later. She's getting another three million dollars to leave the company. Some new directors, some of the biggest companies that we cover, Kimberly Harris at Ameren Corporation, Sylvia Davila at FedEx, Corporation a trigger, a trigger alert here, for the anti-wolf crowd, according to FedEx's, press release Sylvia, bring vast experience, promoting diversity, and inclusion, and leveraging Innovation for ESG. Agendas what is an ESG agenda, you know, new director at Henry Schein is Carol fague, A trigger alert for the anti-wolf crowd here, too. According to Henry, schein's press release. Ms, fague is a champion for diversity. She served on Ernst & Young's, gender Equity task force, This task force is an agendas that work. New director Omni group is Casey Santos. Another trigger alert. This one is for the anti Dei crowd. I'm looking at you. Bill Ackman. Not only is Casey the current Chief Information officer Assyrian. She has a degree in Aeronautics and astronautics from MIT holds dual masters degrees from Penn and was a NASA flight controller. Supporting over 20 space. Shuttle missions. Good luck. Arguing your way out of that anti Dei hole of misogyny. Wow. That's I'm not sure she's qualified for this job. She might be called in our last director changes at the Mosaic Company. Denise Johnson has been replaced by Torx gold resources. CEO Jody kusenko where she's batting 855 overall quick question. All of these appointed or voted all pointed know, thank God. No one had to vote on that. Lastly let's look at one notable executive change the leadership at synopsys got a bit more muddled on New Year's Day seeing gazi is taking over a CEO and joining the board. As former CEO and chair art. The goose slides over into a executive chair role in connection with his promotion. The new CEOs, getting 8 million dollars in promotion equity and annual Equity Equity Awards, worth another 50 million dollars. The former CEO is somehow getting a raise for his new role. His base salary jumps up to 725 thousand dollars. He's also getting annual Equity Equity worth 8 million dollars, which is more than he received last year. So you see that actually getting a raise Matt to, to step down from his role as CEO. Look stepping down up, is the new failing up. All you need to do is say your stepping in some direction that come executive chair. Put a woman in the CEO slot and don't do any work, but get the same salary. I think this is what shareholder seem to like is that if you either, Come to a company or leave a company. They're just gonna shower dough at you. Or if you or you're right, if you get a promotion, if you get a promotion, if you get a new title change promotion, you just need to do a shuffle dance next to the to the next position and you're gonna get showered. Let's move on to our proxy cage match. Things are staying ridiculous at Disney activist hedge fund. Blackwell's Capital will nominate three directors at Walt Disney's upcoming annual meeting the move, is meant to rival. Nelson's two director nominations that we talked about last month Unlock unlike peltz's nominations Blackwell's supports the company strategy. So they are actually Pro Bob. Iger, here Blackwells is offering a choice of nominees to Disney shareholders who agree that new blood in the board could help other. But object to electing try and nominees over there. Nelson Peltz companies, here are the nominees map Former Warner Brothers executive Jessica shell? Yeah, former Warriors. Executive a real estate, investment executive named Craig hack, who co-founded the Tribeca film, festival with Robert De Niro and Jane Rosenthal. Hat cuff sit on the board of SL Green Realty and the former CEO at taskrabbit Leah Sullivan, she was the CEO 8 years ago. So it's an interesting mix of people there. Yeah. Except that it's not that interesting because it does seem like Nelson Peltz nominated himself and Jay rasulo who was a former Disney executive and stated for the record that he wanted to go back to the way it was at Disney. You know, before all the gays or Steamboat around people and you know it became involved and they got woke, he wanted to go back to the old Disney. Well, it turns out that taskrabbit founder and former CEO. Lee Sullivan was actually funded by Michael Eisner. If taskrabbit initial funder, one of their first funders was his his firm tornante company and he was an advisor to task Robert while she was the CEO, okay? And Jessica shell actually worked at Disney for three years in the mid-90s. So it seems like all anybody wants to do is go back to 90s Disney when all the characters were culturally appropriated and or white and, or Princesses like, is there fish? Or some version of fish, but it does not seem like anybody's actually bringing in notice. There's no new tech people, there's no new, no, there's no new. Anything new, anything. New media people here, hatkoff co-founded Tribeca film festival with DeNiro and Jane Rosenthal. These are all incumbent Media or known entities to Disney and Disney satellite people. Black wall. Black Wells is also proposing to allow incumbent board directors who lose their seats to Blackwell's nominees to be reinstated through a board expansion. I've never heard of this before, but again they're clearly Pro Disney progress on this one. Meanwhile, Disney set on Wednesday. It had reached a deal with activists and investor value act Capital to advise it on strategy and support, its director nominees at the upcoming meeting. This is yet another defensive move against Nelson Peltz. Well, pelts is this is also Pelt. The second bite at the Disney Apple in the last two years. So I, I would be surprised if he doesn't back down here. I mean, he's nominating himself for this board. There's no way Blackberry Blackwell and value act would vote for pelts himself on the board. Jay rasulo might have a shot but this is just it's like I, I can't. It's so boring to me a bunch of Fighting over what? What a big shiny streaming service? A big shiny roller coaster. It's like it's something that you used to be better. Something that used to means, I installed and nostalgic brand. I mean, we're going for We Are We Now hit the point where we just wish he was still just peek McGann. Nostalgia. All right. Let's move over to our vote results table. We got a bunch of meetings to report here of know, because Matt, I looked at like 50 meetings, these are the ones of note that canoe Josette Sheeran barely passed with a 48% Novo. This one's a bit of a mystery, Josette, recently transitioned from being a non-employee director to being president of the company, two years ago. But I'm not sure what the problem is here. The only other director up for election was CEO, chair, Tony Aquila. He holds 12% of companies shares but somehow received 95% support so I don't, I don't really know why shareholders are mad at Josette, it sounds like an ISS policy vote. Well the only blip on her record. I could see was it what? And this is a bit unusual. Although I, you know, our shareholders do they pay attention this much but maybe you're right. Maybe ISS bar this, she was paid 150,000 dollars in Consulting fees when she was an independent director in connection with the site, selection of canoes manufacturing operations. So basically it sounds like she pointed to a spot where they could build a new Factory and they gave her. Hundred fifty thousand dollars which is highly unusual when you're independent director. If you're handing out 500,000 dollars to your CFO for additional transition expenses, this does not seem like a large enough conflict of interest that it would spike in ISS, no Vote or an investor, you know, yellow flag that there were some big deal, especially considering that, by the time the vote happened, she's actually an employee of the company. Well, I agree. If, if you're the director of a company, Can't you just be giving advice for free? I mean if they call you up and ask like, hey do you know any good sights for this? But yeah. Is that place in Toledo? You need? You need money for that, isn't that sort of your role there to advise on this stuff? Well, that is your role, but if they then hand you a map of Toledo and say, can you point to it that cost an extra? What's true at Staffing? 360 Solutions, all directors, nearly fail, presumably because of a terrible share price. That's the only thing that we've picked up on here. Matt, that if the share price is low enough, usually below a dollar investors will vote against directors. At Flexsteel Industries. Matthew knies, nearly filled with 49% saying, No, this is another mystery to me. He's a, he's the chair of the nomination committee but I, I don't know. I don't see the connection here to anything. Look, the data actually here on votes suggests that being the chair of the board or the chair of a committee decreases, the average votes that you're going to get it. Because all of the policies are vote against the chair, if fill in the blank for things. So there could be some, you know, effort to increase diversity on that three of eight board members or women, but you're right. It could be something else. It's something we're not seeing but it's probably triggered some policy. The Singing Machine Company do, you know, there's a company called The Singing Machine Company. I'm guessing that's karaoke. Hoping that isn't that? Isn't that like sewing or is that thing? Oh, right. Oh, you know what? I didn't, I didn't even know know the singing machine company is, okay. It doesn't matter. It's an absolute shitshow, four directors fail. There's a big fight going on with this company. Matt, one of the primary shareholders Milton, alt the third, he's a director, he is actually suing CEO, Gary Atkinson and five other directors for a highly dilutive related party. Stock sale that alleges that the director defendants breach fiduciary duties by approving. A stock sale to friends of these other directors at an inadequate price and engaged in a deeply flawed process. So, basically he, he's mad at the other directors for approving, some kind of a stock sale, to some other some of their buddies, and he's suing. What is this though? Because he's one of the failed directors. So, what I think is that the target, the ones that he's suing, got mad at him against their voting out him and the people that he didn't sue, Did he vote against them? Like I don't understand did, but there, but these four failed, the four people not being sued all failed. It's a great. It's crazy. I haven't seen a fight like this in a while. That's great at cea Industries. It looks like the whole board sucks. I'm guessing it's because of a terrible share price. Here's a, here's an interesting one. They all should have been voted out, but because of a stupid, fluke in the shareholder, voting system at many of these companies were votes withheld, are not considered votes against the entire board has been re-elected as an example. Matt, Nick Etten, he got 1.4 million vote for 1.1 million votes against in 700,000 votes, withheld, he still was reelected because of the stupid system. This is an investor problem. Investors. I know you're so afraid to take a stance. So you abstain as some sort of weird. Well, we're not going to say no, but we don't quite like, let's say anything you're not for you, just make it binary. Can you abstain from a presidential election? Like, I guess you stay home, but then you're vote, isn't counted. This is such a weird stupid quirk in the alternative democracy. Imagine going to the voting polls, and abstaining up with your vote for governor and the governor's elected, even though you hate them just vote. No, yeah, the great thing about abstaining for the vote for Governors that you still taking up a place in line, you still holding that back the whole process. And finally at the large cap companies shareholders are content at factset research, systems directors received average support of 98% of the vote. Same thing at Via Chris, 94% of support for directors. And so let's get to AutoZone a company. We covered in December and let's just look at how Matt's picks played out. Because there's really nothing much to report. Otherwise it looks like shareholders are pretty happy overall. You Matt, I'll remind the audience. You had a. You said that Charles should vote against Linda Goodspeed. A George makanik, Junior. I believe. Yep, D, Bryant, Jordan, you wanted to tell us a vote against the auditor and of against Sean pay. I'll say that you're mostly wrong. Although over 90% support for everything except for mechanic Junior who got 87% of the vote and Sam paid did get 22% of the vote saying, no. So that's a, that's a little bit anger there. So I want to say that I created an adjusted vote model. Good that basically can calculate because we know the average vote for is 905.96 percent. I think for large cap, us companies is about 95.1%. And those are companies that aren't totalitarian companies. These are non-controlled companies, not to a class. He's these are just your run of the mill vote. You can actually vote in or out direct or companies. We know that the average vote is about 95% and Below 50%, you fail. I wanted to create a model that adjusted and said exponentially between those two numbers. It should get worse and worse and worse. So you get a 70% for vote that's actually horrible. And I Wanted to show it, I wanted to show it. So I ran that at AutoZone and the results are almost exactly the same because the votes were so high at AutoZone except for Mercon went from 87% to 85% but it's worth saying as I tweak this model, yeah, there is a way to show investor the lack of investor support, even with numbers that seem astronomically High. There are investors out there who are not happy with some of these directors. They just don't vote that way. So we're gonna start showing that. Yeah, it's worth pointing out the providers. Like msci will flag all Sam pay votes and all director votes that are 10% or above? So you're right. It does. It is a significant amount. All right, let's go to the big vote. Today's Show is focusing on Walgreens. They are voting January 25th, that's three weeks from now. I'll give you some of the highlights here. first of all, this is the Stefano pessina. Umpires is something that we've covered on our other show. Many times. He sort of the, he's the hidden ruler here, right? His his influence on the board. According to our data, 67% of the influence, which is incredible. So he's the executive chairman, also, his wife. Is the CEO, her name is Ornella, Barra, this is something you just don't see anymore. And also, on top of that, his daughter Elena pesina is the director of Global Communications agency operations or whatever. The hell that is. So this is clearly the Stefano pessina show. The other big thing to note this year was that there was a big CEO succession, Roz, Brewer, stepped down in August, she lasted, less than three years. And again, I would say this is all all because of what's Stefano Pacino wanted or didn't want, right? Because I don't know how you judge a CEO after two years of service at a company like Walgreens, the new CEO is a man named Tim Wentworth. So those are the highlights. We can get right to the Right to the first, the first proposal for election, which is the election of all 10 directors. I'll have to say about rosberg. Yeah, even get into the directors. There were reports at the end of the year that one of the reasons why Brewer Brewer walked in. And said she wasn't going to basically bow to a family-controlled board. As she said things, and this is, let's be clear. Walgreens is not a family controlled company. It is not a family firm, it is not a controlled firm. It is not Stefano Pacino's personal playground. He owned 17% of the shares but he is actively treating it, like it's his family's company, right? Like, which is a very, very different from. It is a family firm. It was like the, like Walmart, The Waltons, founded it. They're on the board, they own the shares. That is not the case here, but there was a dispute. Because Walgreens is actually actually being sued by a startup company, that puts video screens on the refrigerators in the back of these like convenience store, right? So Walgreens had signed a contract with them, that startup company was founded by the X Walgreen, CEO, who still friends with Stefano pessina, they signed a deal to do that. Ross Brewer went in saw them and said, this looks like Vegas were not doing the deal. She did not consult the board or piscina, oh, killed the deal, right? So the Xcel of Walgreens sued Wallgreens, is that right? The final piscina is on the X CEOs side. And they all are mad at Ross. Brewer for not confronting the board. That's one example of the stories that are coming out about what Brewer was dealing with inside. There was no way, she was going to survive this, it's Stefano's board and it's it's Stefano pessina. Treating it like his own. Very firm. This is why we weren't people and this is why our data reflects that when you have the former CEO on your board. And when you have, the majority shareholder, who is that former CEO? He's there, and he's there as the executive chair. Making CEO cash. This is a problem. This this, this creates a leadership disaster. I, right? I mean, this is exactly what you're talking about. Yes, 100%. And it's about to get worse with the new CEO. A few highlights before you, you dig into the board here and give me your your assessment. So, Tim, Tim Wentworth, the new CEO, he comes over from Express. Scripts to final passenger, who I already mentioned, who controls 67% of the influence. The other highlight for me, is the lead independent director. Her name is ginger Graham. She controls 9% of the influencer. She's the chair of the nominations committee. Uh, something strange about Ginger, which I haven't seen before, is that? So, she took over as in terms CEO for less than a month, I think you said, 22 days. 23 days, right? For that for that service, Matt. Not she received, not only that she received 820,000 dollar, monthly, stipend, or whatever that is, she got a special cash, payment of 2.5 million dollars. So she received 3.32 million dollars for about 20 days of work. And this is the woman who they called the lead quote independent unquote director. This is the right Stefano pessina. Just paid the the leader of their independent directors, three million dollars. Do you think she's representing the side of Independence on this board? Well, let's, let's actually, let's Actually point out that she was not the lead independent director before this, right? Like so she'd been on the board for 13 years. She made 144,000 dollars a day to step in after Roz. Brewer step down for 23 days before they almost as much as I made. Yeah, almost closing into our salaries, our daily lives. Yeah. And she and she walks away with 3.3 million and the lead independent director title at a company, where it doesn't matter what your title is on the millions. That is focused final scene, runs it. Yeah, this is why, I am always surprised that we're the only ones that point this out about Walgreens. This is clearly running this like a drug Empire. Know, I mean, especially when you tell me about the story about the TVs and Ross Brewer, he doesn't like one deal. She makes that is probably the right to decision, and she gets her to her and he's throwing three million dollars of cash at his lead. Independent director, who was, who was primary role, there is the support, the independent side of the board, which we think is supposed to be important, right? To run a board. So yeah. Well, here's another thing about Graham, she is a director at Village MD, which was acquired by Walgreens in fact. When it was acquired by Walgreens another director, Tom Poland, his wife was working at Village MD and a third, this is something they disclosed and a third director, Janice babiak. She's also a village MD director so it's another way of being really not independent. While the company according to SCC rules, can call you independent. So, that's what's going on at the board there? Do you want to jump right ahead to your picks here. Who who you think? So yeah. So here's here's the thing. Here's the two high level takeaways before we even get into the pics. Walgreens stock is dropped 66% in the last five years, in 69 percent. Since Stefano Pacino was named CEO back in 2015. He had a stint to CEO before he stepped down into executive chair. That we're two more than two thirds price drop. He also owns 17% of the stock and is married to the CEO. And his daughter works. In the front, he treats his like a family and he just gave his little three million dollars. He just gave his lead, independent director. What he's done? Very dramatically is bought most of this board. John Lederer was actually purchased. He's a board member, but he was acquired in the Duane Reade acquisition, Walgreens bought Duane Reade. The ginger Graham was acquired a village MD director. Janice babia, you mentioned Village, MD director, but also Tom Poland's wife and that's just. So there are three directors. How were effectively acquired or working in? In subsidiaries of Walgreens at this point. But that doesn't, and it doesn't end there because endure Paul bhandari was at Express Scripts. With Tim Wentworth, the new CEO. He's the CEO of evernorth cigna's arm that bought Express Scripts after he was CEO of Express Scripts bhandari actually leads, IBM's data, deal data and analytics. He's like their you know executive for data and IBM signed a deal to serve as Walgreens pharmacies data analytics. We are talking about every vendor including their Brian Hansen whose joined 3m's Health Care Unit as their CEO. 3M is a supplier to Walgreens. This is effectively everybody in that under his thumb is a client or has been bought by Stefano pessina, right? Even Nancy Nancy schlichting who's on the board of Encompass Health, she was an extra strategic advisor to beckton Dixon. Poland is the CEO of beckton Dixon Harry. These people are all directly connected with the exception of Valerie Jarrett. Valerie Jarrett has no direct connection but she gets me into a question. I want to ask you which is are there bored specific positions? Because she fits what? I have been calling crassly the two for role. She's a black woman. Okay? She's she fits two diverse categories, usually gender diversity and race or ethnic diversity. And you have a we're seeing a pattern in full board after board after board, where you find someone who fits a two for role so that you can say that you have diversity, not that they're not qualified and actually qualified individuals. I'd actually call her three for because she also has influence in Government regulation, right? She comes from the government know, she was a former senior advisor to Obama. So here are the position players that I'm seeing. You almost always end up with two Executives on the board, preferably a founder or CEO chair and then some sort of Lackey or successor, right? There's almost always two Executives from the company. There's almost always one VC, or PE person at a smaller company or a banker for a larger company, right? There's always one, professional consultant Mackenzie. Yeah, someone from Mackenzie or Bain or even their own consultancies. A lot of a lot of these firms I'm seeing like they were a CEO somewhere and they started a consultancy themselves. In fact Ginger, Graham ran two tree consulting, right? There's almost always one account preferably Ernst and Young or Deloitte. You always have an account. Yes. Usually Anson young. I feel like so that you can put them on the audit committee and say you have the, you know, best Auditors in the world and they know all the tricks at the accounting firms. Then it's some mix of X CEOs at large companies, or current CEOs at large experts, just like someone you can call an industry expert. What's that sound like a bad thing? Yeah, the twofer and then and that, or a flex spot which is academic political you mentioned military and Geo. You almost have like your one representative from those fields someone with actual expertise, from a real part of the world. It does seem like there's this recurring pattern of. That is how you construct a team, having nothing to do with their actual independence. From one another, as we see here at Walgreens and the important thing is, there's someone in your network. It's someone that you have to know, probably already know beforehand. Okay, so let's get to your your, what's your hot take here. Who are we going for? Here's the hot take here. The vote ditch piscina, this is not a controlled company. Look, this is gonna be a high bar. He controls 17% of the vote so you're asking for the rest of the 83% last year last year, he got 97% vote for the company. Shares, if you only care about share price, the company shares are down more than two thirds since Cena took over no more than two thirds and you can't muster a no vote. You can't even bust muster enough to get them below. The average amount of votes, regardless of the fact that he has 17% of the shares. This is not his family's firm, he is not a Founder. He is, it's not controlled. This is just lazy voting. He bets 366 overall, he bets point zero three. One in earnings, over his career on boards. That is the third percentile that is like the bottom 3% of all directors in the entire world on earnings. Come on, the good vote him out, he's terrible. The good news here is that, if you worried about losing his influence, you will not because he still have 17% of the shares. He still will have influence over the company. You're not losing him. He just I think you're right. He does not serve this board. Well you don't need him on your board. Look in the Battle of Roz Brewer versus Stefano pessina Roz. Brewer is a seasoned excellent executive who was forced to leave, because she didn't have the power to make decisions about things, like, what goes on, the refrigerator doors at Walgreens? Yeah, you think that power should stay on the board? You talk about Stefano? Yeah, you talking about a woman who Not only was the CEO of Sam's Club, but she was the CEO of Starbucks. This is the woman you dismiss after two years, two years. Yeah, two years. So it's time to get rid of a casino. It's time to start digging out the piscina influence on the board. Okay, let him have influence over the board with the shares which means you all so vote. No, on Nancy schlichting. Why is that 17 years? She's been on the sport. That's enough. That is plenty of time to watch like to set comp committee pay and pay casinos wife and be like, like, come on. That's funny. Not to mention handing, three million. Dollars over to the lead independent director for for keeping the seat warm. And vote. No on Ginger Graham, there is nothing independent about a director who gets paid 3 million dollars for 20 days of work, after 11 years on the board or 13 years on the board. How is she intended? I've been at this for a long time. I've read thousands of proxy statements. I don't think I've ever seen a cash grab quite so high for 20 days of interim, CEO work. It's just like she was there for. It's not like she was there for 10 months, you know? And the company really needed someone to to steer the ship, I mean, 20 days. What could she have actually even done in 20 days? I'm already pulling a punches here because Tim Wentworth the new CEO was the CEO of Express Scripts. And as I said, you have a board member who was at Express Scripts, right? Like you already have a problem with connecting those anyway, but it's time to dig out the Piscina tick, right? Like his wife still works there. He can ask her how it's going. He's got 17% of shares. You can ask her is going. He does not need to be a chair. And neither do people who have been working with him for more than a decade. Is that all of them? You done with the directors, that's your done with the direct way. Get rid of Ginger Graham, get rid of piscina and get rid of Nancy, moving on to say on pay. You have any I I think I covered my my number one grievance, which is this astronomical. Payment to lead independent, Ginger Graham. I'm like I'm completely confounded by this payment. So when was New pay does not look egregious. In fact, the things I noticed about pay was in 2020. They got rid of options and I think they got rid of options because the share price has been so bad. The options that are valueless, like piscina hasn't gotten didn't get paid on any of his options. He should go. Yeah but he also gave himself options that expire in like 2029. Right. Like so he has 10 12 15 year options going on that are absurd on their face already for the number of years but they're currently valueless and and no one wants to exercise them. They got rid of the options in the face of the sheriff's Place. Slide in in Stead, they have restricted stock units, which are just shares that vest over a couple of years which to me I don't know like if I were investor I'd be voting no on pay every single year because their pay is currently aligned with how crappy the company is doing. And what they did was gave themselves a way to pay themselves by going to restricted stock units and I'm not sure who's getting paid in this, this one right Ross Brewers out, she's already, you know, out of CEO. They already paid the interim CEO for 23 days of work. And the new CEO started, at the end of October. There's no money there yet, they didn't, there's like, I don't think his contract, there's no real money. I don't know where they're going to find the money because they just gave her 10 million dollars to leave. I gotta tell you that the the benefits here a bit out of control for the CEO. Ross, Brewer got two million total all other competition 2 million dollars in benefits including 1.3 million dollars for residential security. We've talked about this one before I mean isn't that like 30 full-time. People, basically standing in front and by your front door with a with a hand grenade or something. What is that? My rest? My residential security is 12 dollars a month, 1 Point, 3 million dollars. Yeah, I don't know, I don't know what that has ever heard of the Walgreens CEO who even knew again. This once again, this just feels like it's Stefano pessina. Drug Empire, just something we're going on here. Walgreens. All right, this is a vote. No. On Prince know, on page until you get any like it get everyone out. Get get rid of these. Are I like it better. I don't know why piscina gets 8 million in RSS already? Oh 17% of companies, you're not 70% of the company and you're a billionaire. Yeah you need another eight million bucks. Like this is like a pointless, your well aligned stop it. All right, let's move on to Shirley proposals. There's a few of them first from the sisters of Saint Francis of Philadelphia. Yes none's, we love nuns. Do like they have a very specific proposal. I've never seen before a proposal requesting a report on cigarette waste, Matt. They are mad about Walgreens Shoppers throwing away their cigarette butts and they want Walgreens to do something about that. Look, I don't really know guns. I kind of loved everything the nuns do. This one's a bit of a head scratcher. What's one's weird? Why not ask the company to do what CVS did, which is stop selling cigarettes? Might that have more of an impact on our society, I don't know where this stops either, because it's like, if you, if you say you won, this vote about cigarette butts. Can I can I do a share a little proposal about what you do with hole rappers or maybe scratch card? You know, dust like like I get weird. What's behind this? But it's a weird one. Yeah, I say no. Next one, a classic from Kenneth Steiner, a stark. Holy proposal. Requesting an independent board. Chair this deal with this one seems necessary at this company. This one doesn't it? Vote out piscina? Okay. But what are they gonna put proposal on this? But are they gonna put like his wife in that role? Or I mean we want like an independent chair right? We don't want we don't want a ginger. Graham was getting three million dollar checks. We want just an actual independent person here I mean, I get it, if you're if like, I I suppose you want to, like, put into the bylaws that they must have an independent chair. Sure, piscina like, can you think they can't find somebody like ginger? Graham is currently considered independent. She's the lead independent are quote director, right? Which means if you made an independent board chair, she could just be that. Yeah, I say you vote out, you will need to vote out. The people, it's not the role, it's the people agree. Having an independent board, chairs pointless. If all the people are beholden to a dude, get rid of the dude, I like this. Next one from John chevin a friend to our show. Sort of, I mean, we think he's our friend, he's like a patron, saint Paula proposal. Requesting a living wage. Paul. See, I mean, what's not like to like about this one? I don't see a lot of stockholder proposal asking for a living wage policy, but I've been into several Walgreens in my lifetime. I think that these people deserve a living wage, what do you say here? Why I think they have a employee. Crunch, right? Like they have pharmacists problems, they can't get any everything problems. Yeah. I think problems and and they're not making that much money. I think if you stop paying for Ross, Brewers security, you could actually probably afford this. So I vote. Yes. An anti-wolf proposal from the national Center for Public Policy. Research requesting a Eeo policy risk report. I don't really want to get into this one too much. Go ahead. No, but I Want to order it. So all they're saying right now is this is one of the standard anti-woke ideological like Viewpoint discrimination things. It's dumb, it's stupid. But what their request is, is a report on how they plan on stopping discrimination against like ideology, but they did not specify an ideology. I actually think that what Walgreens should do is come up with the Discrimination policy that includes. We will not discriminate when hiring if you are a Satanist that would actually be great. I want to know, are you discriminating against Satanism or what about one of those like those Christians with the rattlesnake's, what about them? We have them work at Walgreens too. I like those people are you discriminating against me because I went to burning man, like, I want to know like, put it all out there. I'm actually finding for this mostly because it's so dumb, I would twist it. And, finally, a pro-choice Church. The Presbyterian Church of the USA. It has a stockholder proposal. Requesting a report on risks of reproductive Health Care legislation. Let's not forget that earlier in this over the summer, Walgreens got into a lot of heat for saying that they're going to stop selling the mill Mill Mill. I forget the name of the drug my pros and or something. Yeah, exactly, great research here at the show. They said they would stop selling that drug in Republican states. Even before they were told to stop selling it. So they got into a lot of crap over that over the summer. So, that's the last year, Liverpool. Yeah, well, I think this is a real risk, right? Because there is a there is a cohort that shops at Walgreens. In fact, I think the numbers suggests women shop at Walgreens at significantly higher rate than men and it tends to be younger women. So, and I think we covered this in our other Show Business. Pants at the time. I do think that this report is necessary, there's a real risk here. That if you are not on top of what's happening and you are bifurcating your markets and you are not serving your customers. You're you're already 69%. Share price drop in the last. You know, six seven years. Are we looking for more? So, I think I I'm vote. Yes for this. That's the proxy countdown for the week of January 1st 2024. That was a long one matte. We are our sponsor gonna be mad if we're going over the 30-minute Mark. Join us next week when we jump back into the alternative democracy pool Forever on the lookout for shareholder sharks floating, Band-Aids and Wayward director. Yeah, Up.