How proxy votes worked at SBUX

Welcome to shareholder Primacy from free float media. A podcast about activists investing, Security's law and all the way is the financial and legal roles intersect and Collide in real life. Here we are. And you and me. And lifted is a law professor at the University of Colorado who teaches and researches Securities and business law. She holds up the legal end of the podcast. That's Mike Levin, an activist investor who lives and works in Chicago. He covers the financial side of our podcast. You started asking, thank you. You started asking a couple of really Interesting questions about how can a proxy voting actually works like on the ground. Yeah, and I was just confused about withhold versus abstain and what the difference was. And so yes. So we thought I had, I need the explanation. Yes. Well, I will, I will try. I will do my best. I was gonna ask you, these are legal questions in some respect, so but maybe not, they're more persons of? Yeah, yeah. They get into some of the, like, you know, some of the might be legal, but like not in the kind of thing that ever gets litigated or really disputed? Yes, absolutely. That's a great Point. There's very little case law about what it means to like withhold. Yeah, in a vote. And then we will use the recent AGM at Starbucks to illustrate some of these principles because I think actually, some of your questions arose out of your, at least reading a review of that. Yeah. Because I was Wanted to use this as a classroom example. And then oh, first time a student asked me a question. My answer would be this, I don't know. Oh so we're creating curriculum here. Yes, it's great. Yeah, cool. All right, so there were questions about kind of how proxy voting works and we'll use Starbucks as the example. So let's spend the first part of our time together to talk about some of these basics. and I'll tell you what, I know and you can react and you can tell me what, you know, There's a couple of kind of preliminary comments first. In my experience, the way to know kind of how proxy votes work. And what it means to vote for something, or what it means to withhold or what a broker non-vote is, there's a lot of kind of generally accepted understanding of those terms. But you have to read with some care, the company's proxy statement. Every proxy statement does set forth in my experience with sufficient specificity to understand exactly how votes will count. And there's a lot of similarities among companies that will allow us to make some broad statements right here. But occasionally, you get to something a little weird. Somebody says no withhold looks like this or will handle A shareholder proposal. And this kind of way, this is how so you need to study. The proxy statement. And there's usually there's always a section that say, how the votes, how we will count votes or something, sometimes part of the Q&A part or whatever, you know, in practice statements, there's people can take some creative license and how they work and Ice proxy statements. So this section about how the vote's work, Is not always in the same place for each company, of course. Um, so you need to, you know, kind of look it over. And sometimes, you know, if each proposal has its own little narrative and sometimes, yeah, he's making it easy for you to combine them anyway, go ahead what? Ya know. So, I'm just saying that, like, we're talking about, like exactly like what a vote means. But a completely separate question, which intersects and we'll get to is like the voting standard, like what counts as passing, or not. Yes, and that Is driven not just that's not always within the company's discretion. A lot of that is like legal like yeah, this is, this is what's required to pass and this is what's not, but separately then that is what the vote actually means. Like, when you do what you do, with your proxy card, what's abstaining with holding, not leaving it blank, those kinds of things, right? And so we will, we will cover all that, right? I'd like to cover all that. So the next broad statement is that there are sort of two different ways that companies need or two different areas where companies need to set this out. The first is how votes work in direct or elections. When you're voting for or against, or withhold, or abstain, or all that good stuff. director elections is going to be one area and then the other major area is proposals and proposals, I mean, very broadly When you, and I talked about proposals a lot, we're talking about like, predatory proposals ESG stuff, okay? Where there's some resolution where some shareholder wants the company to write a report on something. There are many other types. There are several other types of proposals that companies. put on their AGM agenda. And therefore set up in the proxies team. Those proposals a standard one every time is whether to ratify the choice of auditor, right? Because that's legally, required like that. That's right. Okay, other proposals say I'm pay. Also record. Yeah, mandatory and right. So the requirement to conduct a vote on those is in federal law or listing requirements. Sometimes they can't remember where the is the is the order or federal law or listening federal law. That okay cool. You can tell how much I pay attention to the yeah. Approval of the Auditors and executive pay is actually partially federal law and also listing standards. Exactly. Right. And but there's a sand and then there's you know, there's not only the we're trying to cleanse it so you know exactly. Not only is there, I pay but there's also the frequency of San Jose, everything you have to say, Whatever you wanted every three years. Yeah exactly. Okay. And other proposal could be bylaw amendments, there could be Equity issuance. There's a whole list of potential other like proposals distinct, from director elections, Okay, so let's talk about those in turn for director elections. The choice is that voters shareholders have 10 to fall into three categories. You can either vote for A director, you could vote against a director. So oppose and sometimes I've seen, you know, four, the word four. It's almost always the word for. Yeah, rather than some other verb like support or yeah, approve. So it's always four against is again sometimes it's opposed sometimes it's whatever, okay. And then In some cases, many cases today, there's a third category that's giving you, which is, sometimes called withhold or abstain, okay? And so, let's talk about in order to understand these, we have to talk about the voting standard. For directors. okay, directors are always. Approved on a plurality standard. So, whoever gets the most votes. Wins. Okay, so let's suppose that my favorite example, let's use a board of directors of 10 people. All right, and there's no no I haven't shown up know activists is you know doing their thing, right? So the board. Renames, all 10 and they don't have to. I mean maybe someone quit and put somebody new, but there's 10 people for 10 seats. Yep. Now, okay, this example I use. Right. Exactly. So and it's a plurality so you know the most but this is like sort of, you know, trivia because all 10 people, you know, if it's a plurality Standard time will be elected. So I like to show my class like a proxy card and I say, look this board has 10 people on it and there are 10 candidates on the ballot or, you know, exactly, right. But it's again, that's kind of true but it's literally a political player reality stranded but that's under law, it's a bloody exactly. We're gonna talk about majority voting in a minute. Alright. Okay. Um, The next case of that would be if an activist is there. So, with 10 and I show up and I nominate somebody and so there's 11 people. To run for that somebody that one person will not get a plurality, it's going to be 10. So when we go count up all, and here we have to go back to the fours. Okay, we add up for all 11. When we're all done voting we add up all the fours for getting stained. Forget again. Forget all those others, we just add the fourth and of the ten. It exactly. Right. So the 10 who have the most four votes, f, o, r votes, not the most important numeral for yes. Win, all right, and so if you can persuade, if you're the acting, you can persuade everyone to kind of make, you know, make your person more than the 10th you win. And that's actually a little bit of a strategy, these Universal proxy, but that's for another podcast. Okay, so that's the Hoy. So, in a company without a majority vote standard whether or not it's contested or not the proxy card, At a minimum, really only needs to list one little choice for right? And okay, but that's hard for people to follow when you're voting so sometimes they'll list it again. So that's where this whole other stuff comes right. So then there's like this that, right? So there's this Against and there's abstain and there's with right? Okay, so so it's it's worth noting that withhold and abstain With minor occasional exceptions are basically synonymous. Okay, they're kind of the same. so most proxy cards. Give everyone a choice of three for a direct or elections, either vote for Voted against. Or abstain and abstain is. Basically, a way to allow a voter to sort of sit out of vote on that particular. Yeah, okay, okay. You you could also abstain By leaving four and again blank. Yes, except I know that there's a Twist on this one. Depending go ahead the owner because this came up with the Tribune, it wasn't about director elections but this was a fun thing that came up when there was a takeover attempt at the Tribune. Yes so no. This is the only reason I have it into this one little thing which is that I learned that I guess in most cases, I don't know if it varies if you have your if you are the beneficial owner in your Shares are held in street name. Yes, as a technical matter, you're returning the card to your broker, and if you leave that blank, the broker can't. That's an abstention. The broker can't cast, right? It's a listing rule, you can't do that anymore. That's where the broker not both thinks I'm gonna get, right? But if you are the actual holder of record and you return a card with a blank, what you are doing is authorizing the board to vote your shares as you. Like exactly. I was going to. I was like that, right? Yes. So, like, it's a difference. Leaving it blank. Is different depending on whether you're the holder of record or whether you're holding in street name and your broker's name and this came up because there was a takeover vote on the Tribune and there was a big opposition because the acquirer was known for kind of stripping newspapers and you know getting and stripping the assets and getting rid of you know, good news coverage whatever. So the reporters, there's the Chicago Tribune and the reporters were asking people to reject the bid. And one of the large shareholders was actually the same guy who owns the Lost Angeles Times. Oh sure. Yeah. And he basically said I'm abstaining, I returned a blank card and everyone thought that meant he was formerly abstaining, but he wasn't because he was a holder of record and by returning a blank card, he was basically giving the board authorization of Otis shares, and I was always up the view that the reason that he kind of made a fuss over. I'm abstaining was because he didn't want to openly admit, he was allowing the Biden that he had to maintain good relations with his own reporters. So it was a one Little thing. Yes, so that's important. If you're, if you're yeah, if you hold your shares, and here's the thing is that almost everybody as we've talked about Holzer shares in streets, there's a big shirt, but if you're a big shareholder, you might be a holder of record, right? If you've gotten him in a deal or something like that, you may have be a record holder. Yeah, exactly. So he was exactly, he was playing a game, he was saying I abstained, but because he was a hold of record by returning a blank card. He was authorizing the board to vote his shares as the recommended, which in this case is in favor of exactly. So we, I was gonna talk about that because that that's gonna, oh, it's that's fine because we're gonna cover that is second. We talked about broken non-votes, okay? So that's what happened in direct elections with four again. Go ahead. Yeah, so the other than that, then leaving it blank and voting. No or voting with hold is functionally all the same thing. Yes, exactly except exactly. Yes. Except for companies that have this so called majority vote standard the whole reason. In addition to kind of making it a little easier for people to kind of vote, if you're really want to abstain your allowed to check abstains, it's just makes a little clearer for companies to have a majority vote standard. You have to list Fours. And again, So, it allows people to affirmatively abstentions, don't count there. Okay, but normally you think about it you'd have to either have four or abstain I suppose when we're talking about plurality of votes as we talked about before, but in a majority vote company which is like two thirds or more, the S&P a lot of companies out of this, essentially, if, if a director doesn't get. And we've talked about this in the context of like, zombie directors and so forth, if a given direct or doesn't win more votes for than opposed or again, then that triggers this whole process where they have to resign and then the board. And so, and I and I tell my students, that majority voting can mean very different things. Sometimes it means really, they don't get elected, but most boards give themselves the option to keep them on regardless. It rarely results in a director actually leaving. Well happen, like twice last year. Yeah, but I mean, at least the way, well, we'll talk about Starbucks. I'm not sure right? But some companies most company like Coca-Cola. I was looking at this specifically because that was an example. I used in class where they were, they have a majority vote standard but majority vote, if you don't get it, it just means that you offer your resignation right board. Can or cannot accept. Most of the time boards rejected they want. And that's but but but what you're saying is that in that initial question of whether you got a majority vote or not, We, the abstains are basically out of the picture. It's correct, or, and it's a posed. Yes. Abstain, literally means I choose not to make a. I have expressive you on this. And so a board that's looking at a majority, you know, whether given or got a majority vote, they want to know, you know, is there more support or against and abstain, you know, abstain couldn't mean like with the LA Times guy. I don't know what kind of, what I think, what he wanted to vote his shares and right? Yes, he just right. But as a holder of record, he could return a blank card and basically allow the board to vote his shares they choose. But so Champagne. Or should we just? Well, well, yeah. Well, that's a great question. So in my experience, a vote, no campaign. Means should mean you are encouraging. Shareholders to check the against box. Okay. And not the four box. To actively oppose rather than abstain. Yes to actively oppose. Okay. Because and because I just be clear the purpose of a vote no campaign. Even in a company that doesn't have a majority. Voting, is basically like a situation to like express your dissatisfaction. You may not be able to actually kill off the board but you can make it clear that you're unhappy. What? Right if you want to make just make it clear to express dissatisfaction. You could just not vote for, okay, but right. Most vote. No, or withhold campaigns are intended to kind of trigger. This majority vote are Most vote no campaigns are you're saying, are in the case of companies that have already adopted a majority vote. Yes, exactly. It would, I mean to vote no in a company that doesn't have it all your basically trying to do is say okay we're really unhappy. Yeah. The first thing that it works, I mean I know that studies that show that when directors support Falls below 70%. So there's usually some kind of yeah we should but we talked last time about trying to shame snap and that you know it works. Okay. Anyway, so so that's that's most of what I wanted to say about direct or elections. One last comment, which we started touching on, was this whole broker on vote thing. Yeah which is again you know, almost everybody Owns shares in street name which means you're broker. Casts is the is the actual owner of the shares and they cast the vote for you so you send them your instructions and the projects and cast them for you, right? And so when you do that, you're saying I want you to vote you know, four against abstain, okay? And most people Most individual investors humans. Don't really fill out these cards. Really well? Right. And there's increasingly, you know, some funds that don't I don't know, right? So but when you talked about retail rarely votes and the SEC is now encouraging institutional not to vote which is right. Okay. So if you don't vote, If you submit a card. To the broker because you got it in the mail and you and your dutiful and you sort of return stuff but you don't really you. Don't vote on everybody. You vote a little differently or whatever. Okay, it used to be because the broker was the, you know, the custodian, the legal ownership, they could vote your stuff. Okay, this is years ago and they tend to vote with that, always with management Fidelity, you know, manage that got 401K money from the yeah. All right, so That that got narrowed and narrowed and narrowed and today. Brokers who get vote, you know, blank or inconsistent, whatever voting instructions are really allowed to vote, only on the most, the least, controversial stuff. Usually they have like on the auditor. Write any kind of even an present for the prep, for the purpose of a quorum, right for right. If well that's that's yes, they won't vote. They're not allowed to vote on directors and we'll talk about proposals in a minute, all right? But yeah, the whole point behind getting, you know, Brokers to do this. And so for people just to submit a card is so you can reach core. Okay, you know, you can't have a dually called meeting, right? You know, without You know, enough people show up. Okay? So to do that, you gotta get enough people to actually say, okay, I mean, I want to vote anything but I attend, I just my funny story about this is, I remember once I held shares in an index fund or something and they, yes, they don't hold meetings as often as corporation stupid but they can hold like once every three years, things like that, I was being like harassed because they couldn't make Quorum. Like the kept like not being because holders of index funds really don't vote right there. Really like, you know, like please vote, please. Oh yeah, this is happening, you know, there was some, some notable cases. I can't see movie theater's tried for two years to get a quarum. Yeah, because you structuring or a classroom? Yes. So that increasingly it's, you know, with certain kind of meme stocks. It was really hard to get, you know, there's so much retail presence. They just couldn't get people to show up, couldn't even get people to, you know, submit to some. I mean, Is a you could a broker can submit a broker not but only if they get the card from the from the retail holder. If the retail holder does, you know just toss is the card. Broken broker can't say, oh, you know this was not in so I got nothing. So so the broker non-vote, you know, depends on the actual individual investors submitting. The proxy card back. Yeah. And you know, for some stocks that was even that was a problem. So anyway, let's talk for a minute about shoulder proposals because this now that we've kind of laid the groundwork here, I think it's a, it's a pretty direct point we can make That four Cheryl to proposals. There is definitely a four in and again, Choice. Yes. Okay. Um, they will also sometimes have an abstain okay, but again abstain is On is irrelevant here. It just allows you to sort of make clear that you don't take a position similar to the majority vote. For directors, for all that list to proposals, it's almost always the case that a proposal is deemed to have been approved. If there's more Force Then against well yeah except that I'll just say yeah you know there are different kinds of shareholder proposals and some are bylaws in which case the passing standard is going to be legally set, right? But a lot of them are predatory so there's no legal. There's no rule about what counts as passing a precise. It's a predatory proposal, right? Exactly. Can have power if it doesn't pass at all, but if insufficient number of shareholders vote, like a 40% vote for something boards. Sometimes fun that very ignore So, is it 40% of outstanding for 40% of who attended 40% of who voted exactly right? That's the thing. So boards will, sometimes my understanding is play little games as to what they'll call passing, right? Because they get to announce this didn't pass. If they don't want it to pass because it doesn't matter. It's breaking anyway. So anyway, so, but the four and again, is, is essential in looking at the proposal voting compared to Director voting where there's no majority vote stand. Yeah, yeah, okay. And again you're right people can play companies play all sorts of games with deciding, you know, what? Like they'll announce what that whether it passed or not based on essentially the measure that they prefer. But yeah. And so they, you know, I suppose companies could say okay and we're gonna act on this because it passed or we're not a reconsider it or something so, right? But that's that whole family and and you're right. Some there are different versions for like if there's a bylaw Amendment, sometimes you need two thirds of those voting. That's very clear that might be in the charter. Exactly. Like there's like that those things have legal effect so they're going to be legal standards, they emanate from state law and Ben private ordering in the charter, right? Exactly. So anyway, so, um, so so making that distinction between kind of how the DirecTV work, how proposal votes work, how broker non-votes affect this and for, and against, Hopefully makes us a little clearer, right? So what you had in mind when you were thinking about this, I just saw with holes on the Starbucks thing, which we're going to talk about a minute. Look at it. Yes about exactly. All right, let's we'll do that. Let's let's apply all of our Newfound. Knowledge about how voting Works to Starbucks, and we'll do that in a minute here at your holder privacy. Shareholder Primacy is brought to you by free flow analytics.com. The only free database of corporate directors, their influence and their performance Fiona Stocker, retirement, plan go to freeflow analytics.com. And look up, which of your elected directors are performing well and which aren't use your vote in the alternative democracy and get your data at free flow. Analytics.com. Now, back to the show, welcome back to Cheryl Elder Primacy. I'm Ann Lipton here with Mike Levin and we're talking about Starbucks and the vote that recently took place at their general meeting, right? So, when give us some of the basics, about what I mean, basically was an, it was a general, you know, their usual annual meeting. I gather there were about a billion shares that were voted. And there was, there was a vote, no issue. Sort of withhold cat. They have a majority voting standard which we can talk about, but like there was a campaign that was being run by the New York. There's some funds. Yeah. And Trillium, right? Yeah. And they were advocating to opposed to directors who they felt were had gone back on Starbucks's, promise to do better on labor and Labor Relations. Exactly, right. So, Agame took place March 25th, so it was only a couple weeks ago, and for those who, you know, possibly don't Know this, yet you can just get the results, that's always formed in a filed, in a Form 8K. So, Starbucks filed their results that the same day It was probably, you know, written days before, and they just had to hit send on the on the 8K. So those results are known and we, Saw like you said, about a billion shares were voted. And there were about 125 million broker non-votes. So just to bring it back to what we talked about earlier. About. Shareholders representing 125 million shares. Sent a proxy card into their broker. That was, yeah, I actually did they really sent a project? Is it more like you sign up for your account? And you kind of default, say, deemed me to your heart. I think you really have, you not, I think some people may just be ignoring it, but maybe they've already got broken. Yes, again and Brokers vary, but yeah, Brokers Brokers could have for purposes of helping Starbucks. Get to a quorum. Yeah, like, not anything else, but yeah. Exactly. But yeah and then there's also plenty who just, you know, filled out a card and got it wrong or something. So yeah. And I wonder what I came up with the shares outstanding word, Starbucks doesn't really say in my My filing here. Anyway. So so that was what the the vote. Basics were so Starbucks, had an uncontested director election, unless Pat, only unlike prior years, we're coming people have tried to vote. So there was just there, once ran Labor, candidates, exactly, or they started to there's two years and they, they settled that I like totally settled it. Yes. Um, so the all the directors, That were voting one pretty, pretty handled it. Yeah, you know some of the votes were like 97 or 90 8% For. Compared to one to two to three percent again, using the two concepts we introduced and what about the olds and so with holes were kind of tiny, okay, I know there was two or three million shares out of the million billion voted that were where there was some with held and again, for it to have been withheld, their they were counted either if they were left blank or there was a withhold that was checked. And one of the things that was kind of confusing about this was that when Starbucks published their Proxy statement and they're so called proxy card. they the choice was that there were three choices listed four and against an abstain, So I so I just read the proxy card and those are your three choices for against an abstain, all right? When they reported on their 8K, The results were listed as for and against and withheld. Yeah, that's why I was so confused, but alright, well, so they must have treated the extension abstention, with hell. Like I said, there were synonymous, they were so yes, same. So, And as we observe, we're going to talk about the proposals there in a minute. As we observed, they have a majority vote standard and but, you know, the New York Pension funds was the state petite front of the city one, and then Trillium, which is we talked about because they were running this project at BJ's and then also SOC, which is another labor union activist fund they advocated against two directors, Withhold. I think it was Ford in nude strip where the two and they advocated you know, Senate materials and say voted against Okay, which is the right thing to do. You want in order to trigger the majority vote standard, which Starbucks has there had to be more against than fours? Okay, and what happened? As I said earlier, everybody won a lot. Yeah, the two that the funds had advocated against. In fact, did receive You know, fewer votes for the two that were were targeted received. I think somewhere like around 90 or 90 one percent where everybody else got, you know, well over 95%. Um, so again Starbucks has has this majority of Sandra. Go ahead. No. Except for this one guy who wasn't targeting, I didn't do not understand. I looked at that either. I could not find. I didn't dig that hard but Andy champion who is a, you know, former executive from Nike and so forth. He only won like 88% of the house. Like just without doing the math, you could just look at it and see that he was a dip and support for him but he wasn't the guy who was being targeted. So I I don't, I don't know. Yeah, it was, it was really curious to me. He must have pissed off. Somebody had a big fund, where they, where they were trying to maybe trying to, you know, make his life hard. But that was that was kind of the The result is that go ahead? Yeah no I was just gonna say but Starbucks at least the way I read. It has a majority voting standard. That leads is real in the sense that they don't explicitly reserved for themselves, the right to keep someone on the board if they lose the majority, okay? I mean, like that. Like, so, some dude, like a lot of companies that have a majority, voting standard will say, but if you don't get the majority then you offer your resignation and we decide whether you stay on things like that. Starbucks doesn't say that. Let's Starbucks says, is if you don't get majority, then you have to resign you then you're off the board. Either 90 days from which after certification of the election or after the board feels the position or the date you resign. Like that's what they say. That's said I still don't think there's anything that stops Starbucks from like renovating someone. I guess you could just bring him back on. Yeah, but But they don't, they don't explicitly reserve the right to keep them on if they lose a majority vote. So this is, this is among the strongest of the majority vote standard bylaw terms that at least I've seen. So, again, I haven't studied a lot of these but, oh, interesting. All right. So that's what happened with the board. They evidently, you know, kind of Switched a little bit of the language from withhold to abstain. When they reported the results, it's pretty clear that the funds tried to get people to vote against and they had modest success. Not enough to get the two people like. Oh, but anyway. All right. It's worth mentioning also Cheryl for proposals. We talked about that Starbucks is a magnet for these. They get tons of them. All the consumer-facing. Ya heard of that are consumer face Starbucks. In particular, is just a lightning rod for labor stuff and environmental stuff and so forth. So there were actually interesting what Starbucks did this year. They received. They say six, precatory proposal and there were a couple of other people let me before we get over there was an auditor one. There was saying on pay, you know those you know the auditor one was unbelievably approved. It was just yeah because the Brokers can vote on that one's right. Yeah. Correct. Right there was and then there was other Um, you know, saying page did pretty well. Okay anyway and then. So there were these six other predatory proposals that were submitted. Let's talk about those Starbucks in the proxy statement. Acknowledged the change in SEC policy. From no action to no objection and evidently for most or all of the six Starbucks, had initiated a no action process. And again, Starbucks is annual meetings a little before everybody else's. So they had initiated this process. And then the SEC changed, its its policy to this, no objection policy, okay? And so Starbucks could have, you know, could be letters and said, alright just said, okay, we're not waited till shareholder sued them or whatever but they was They exactly they chose to include all sects which is you know, I suppose Adamo. So there were Of the six. There was one that was advocating to remove some sort of supermajority voting requirement on something. It could be a special meeting. It could be by, I don't even know what pertains. But there's super majority voting requirements and somewhere in the Starbucks by last And Starbucks did not oppose that. We are going to say something. I'm sorry. No, no. All right, Starbucks did not oppose it. So it won like over 90% support. So we can expect, you know, Starbucks to maybe next year. Amen, some bylaws or something, you know, they're going to slow walk this. They're not going to do it fast to get rid of some Superior funding equipment. There was another proposal to separate board, chair and CEO. Which today, because you remember Brian Nichol came across from Chipotle and so forth in order and cite, the, you know, they gave him an office in Newport Beach and paid him, a shitload of money and including they made him board chair, which was what it took to recruit the guy, and I'm a supporter of separating them. I don't even think, CEO should be on boards, but that's for a different day that one, okay? Support 13%. And again, in the context of our discussion today, there were 13% of the voters that voted either for or against voted for. and, what's the math 87% voted against all right, so, um and then there were a very tiny amount number of abstentions there, people who actually checked abstain on the card and those don't count There were four other shareholder proposals. A couple of them had to do with healthcare for gender, transitioning and so forth. There were some, you know, you know, classic EMS stuff. I didn't even read them over. They each one, I think less than 1% support. So when you bounce out the fours, and again, the fours were under 1% of that total. Okay. Um, so you know, this illustrate some truths is that, you know, when the company doesn't opposes stuff, you know there's a good chance there's succeeding you know governance stuff does someone well Yeah. I mean for sure yeah I mean when the company that it's complicated because companies may not oppose things that they know are going to like they know that the shareholders are going to vote to repeal the super majority requirements which I think might have been sort of like because you know, Starbucks actually isn't a Delaware company. It is a Washington company, right? Yes, that's super majority stuff. Is the default rule in Washington, but I think that might be what was going on but the, you know, you don't know. Like, 90% get it is that because Starbucks didn't recommend against it, or is that because start or did Starbucks not recommend against it because they knew that shareholders were likely. Just, you know, I'm, I don't know, who knows. So, um, anyway, so that's kind of how Starbucks results illustrate, some of what we would just kind of trying to talk about about how far is and against work and how, you know, the role of abstention and withholds, and how there's our kind of synonymous, maybe, maybe when People want to. We call them vote, no campaigns. Yeah, maybe it's we should be calling him vote again. Sometimes they're just withhold the vote because in some cases I think really I mean I know you are routinely skeptical but I am less skeptical that even just Even if it doesn't have legal effect, a strong expression of disapproval, does make a dense, it could, but I think the message here is, if you're going to advocate for vote, no, don't make it a withhold campaign. Don't make it a vote. No campaign. Read the proxy and make it, a vote against campaign. I think. Yeah, you will have your most, you'll be most impactful for voting against the extent. You're trying to pitch to The UN instructed and then, you know, that the uninformed which would include me until today, you know, that might be more helpful, sure. Like if certainly there might be some people who fearful now and then they look and there's no like, they don't see, no is an option, they see it again. And who knows, right? Withhold are they here with hold? And they think I should vote abstain or something? Whatever. All right. He had enough of this. Yeah, you good. Can we go talk to students about this? Yes, excellent. Great. Let's, let's close up here. Okay. All right, this is shoulder Primacy hosted by Ann Lipton and me Mike Levin, an independent activist investor and advisor to investors about their activist situations and is much better. Informed. Now about how voting Works in annual agms and is also professor of law and the Lawrence W demuth, chair of Business Law. At the University of Colorado law school. You can find me Mike at the activist investor.com and you can find an at law.com colorado.edu, our podcast is produced and distributed by free float media. Thanks for listening. We will talk again soon.