XOM domicile; pending proxy contests

Welcome to shareholder Primacy from free float media. A podcast about activist investing Securities Law, and all the ways, the financial and legal world's intersect and Collide in real life we have returned and and me and I and is a law professor. And Lipton is a law professor at the University of Colorado, who teaches and researches Securities and business law. Why are you shaking your head there? And because I had that is indeed what I do? Yeah, it is she holds up the legal end of the podcast. That's Mike Levin, an activist investor who lives at Works in Chicago. He covers the financial side of our podcast. What shall we talk about today show? We talk about ExxonMobil. That talk about, I mean we could there's a lot to uncovered and in particular they've been in the news lately because of their choice of domicile and they have requested shareholders approve, a move from its current on my style to text us and so we will cover that. Yeah. And we'll get a status update on an increasingly long list of proxy contest brewing for 2026. Yeah and also yeah there's some interesting ones kind of cooking there. So yeah, let's do that. All right, go ahead and yeah and I'm just once again. Reminding everyone of the mailbag. You can email us at shareholder at freefloat, LLC great. Let's do that. Let's hear let's hear from people. It's been a little bit since we got some reader mail or listener listener mail. Talk for a little while about Exxon Mobil which has continues to stir things up. it's, of course, the Company that, you know, years ago was the subject of a notorious proxy contest where engine number one prevailed in putting some environmentalists on its board much to everybody's at the time, legitimate surprise. I think that we think they're co-opted, right? They all so sued shareholders sued its own. Yeah. Just little teeny kind of ESG proponents over precatory proposals and got which we did a whole podcast about a while back. Correct. And then most recently before this or last week's developments, they're the ones who designed and are implementing a novel and arguably, maybe a little unfair. Retail voting program where they want to. Allow retailers to the retail shareholders to vote for their stuff but not other stuff. So we have four podcasts about that too, right. Yeah, we did talk about that. So I before we kind of plunge into the most recent development I have I have something I wanted to ask is would you prefer to talk about Exxon Mobil or Tesla? Today or I mean, just overall overall, which is, which is more. I just getting a little bored with Tesla like enough with the Tesla. I was kind of wondering so Tesla. So is that mobile kind of becoming our kind of most recent, like company of the month? Yeah. Hostile to shareholders. I don't know if it's because they're scarred from the engine upper one thing or whatever. But I mean it like we're like this is number three, podcast on Exxon design to do anything else. You might shareholder voice. So they're really they're they're really taking this on as much as possible. Yeah, we have The retail voting program was very much like you can have standing instructions to vote, only for Exxon people and nothing else. Right? So, so, I just, it was kind of interesting because, you know, for a long time we were Continually returning to all the trials and tribulations at Tesla. I'm sure and actually they haven't I expect Tesla is going to be back on our radar pretty soon once SpaceX and so forth starts to do some really fun stuff but it's not just that they still have pending cases in Delaware. Yeah, absolutely. But for now, All your students and all my friends are going to start asking about ExxonMobil. So let's cover that So X on mobile announced last week that it was that it wants to re-domicile two Texas. where it has a lot of operation as you'd expect for the largest company in the US from And this I kind of needed to be reminded of their, we want to read. Don't miss out, not from Delaware, but from New Jersey. Yeah, where it was you know, been domiciled since the days of of Its founding when it was Standard Oil Standard Oil. Yeah, exactly. I mean, because this is the thing like, like, for those, like history Buffs about this New Jersey in the late 1800s, was the first state to say, we are going to make an effort to attract in corporations. Oh interesting, fact. So, that was the first flight to the flight to the bottom or whatever. Yeah, exactly. New Jersey was the first one. They called it. They called it the traitor State because it was the first day really, because it was the first date to say, we're going to loosen our corporate law. We're going to make it less regulatory. We're going to allow for the creation of holding companies. We're going to let corporations hold shares. Another corporations with a lot of other states prohibited at the time, and we're going to attract out of state. Incorporation is that way. So of course, Standard Oil, the Standard Oil trust went to New Jersey as did a lot of other companies and then eventually. Yeah. And then eventually Delaware kind of like took the crown. It basically literally copied New Jersey's law. It said New Jersey Law. That's our law there. Like a Jason. They're like you just have like go across the river from Camden to Wherever Dover, I don't know where right? Jersey president. Their corporate presidents are Delaware precedents and then they kind of took off with it and ran with it in New Jersey, fell behind historically, but Exxon, which is formerly Standard Oil remain there from 1899 and it's been there ever since. So, this proposal to move out of New Jersey to Texas has a certain, like historic field to it. Like, maybe the last like, to kind of updating, finally, they're a little. There were a few decades behind, but they're, they're finally there. So, I, before when you said New Jersey in the 1890s was, it was, it was the late 1800s that they did this. And I think Standard Oil. Yeah, they were starting to get organized back. Then you said it was the trader state. Do, you mean Trader like trades or trade is in like betrayer? Oh, betrayed. Because it's the one that like decided to make its corporate, like to initiate this race to make its corporate law, loose and non-regulatory. So just to pull Charters from other states. Oh wow. So Is just been there ever since and filed its Charter and bylaws and so forth under New Jersey. There's some others that I've I've not worked. Not within my memory, you know, because one of the things I do early on, believe it or not is go read bylaws. A company, some looking at and a lot of Delaware recently in North Carolina, a couple of Illinois. Of course I've you know, focus on it but I've not encountered New Jersey Law, very, very intently is there anything other than based on what you just said, which is New Jersey Delaware, kind of copied New Jersey distinctive about like the New Jersey corporate legal regulatory environment know. At this point New Jersey looks a lot like Delaware's law, especially pre-selling Delaware. Like, you know, we said to zillion times the Delaware made it easier to cleanse steals. New Jersey looks a lot like Delaware, especially before that change. But Texas is what's different. So taxes, as we've said before, recently revamped its corporate code to give a lot more power to manage, and to be a lot less friendly to shareholders, and I just have to say, Texas Exxon they called this Pro business, everyone keeps calling these Pro business moves that's that's not accurate, they're Pro manager. They're Pro manager, whether they're a pro pro Insider pro pro company leadership. Exactly. Whether they're pro-business in the sense of actually making companies more valuable and more profitable, that really depends on a contested view of what rights shareholder, she actually have. So there are a lot but it's definitely is more Pro Insider. So there are a lot of little differences between the two states. But there's some specific things that are worth pointing out. So First Texas allows companies to choose either in their bylaws or Charters. They can choose to limit derivative lawsuits to shareholders who collectively hold 3% of the stock Texas allows companies to choose and their charges are by laws to limit. Shareholder. Proposals to shareholders, who own at least a million dollars worth of stock or 3% of the stock and an exons case 3% is about 20 billion dollars less time. It's never, you're never going to get a shared a proposal there. Well actually Hostile. I think they can't. They have to have at least a million dollars so or something maybe still most of these shareholders. Don't even have right. Um, and ex away. Jersey. It can adopt the same limit on shareholder proposals, but that's never been tested if I've tried it, would definitely be sued. So there are maybe some differences in inspection rights, Texas under its new law. Flatly bars shareholders from using inspection rights to explore potential litigation. And when you started stopped right there, inspection rates means books and Records to match right taxes flatly bar shareholders from getting books and Records. If they're doing it to explore litigation and that's really different from like say Delaware where you could. It's a requirement that you but yeah. But Delaware this is been really critical that holders. Get this internal documents and that helps them drop the complaint. But Texas will not allow you to get access if you're using it for litigation and Texas also just flatly bars access to emails, text things like that in New Jersey. It's, you just have to have a proper purpose. You can presumably get books in records for litigation, but I think under New Jersey Law, I don't think you can get much more than financial records in board meeting. It doesn't look like there. So that's very similar to what my experience at least with Delaware. Well, it will Delaware, you can get a lot more, a little more but then as hard as it's a little hard to tell, but There's no bar to getting internal documents of some kind for litigation in, Texas, it's borrowed. And then and this is the big one, Texas. Unlike New Jersey flatly protects officers and directors from any liability except for fraud intentional misconduct or knowing violation of law. So that's so. Negligence is protected would be protected. Anyway, but like just conflict transactions. So like, so, It's not just shareholder initiated lawsuits if the board wanted just an officer. They couldn under Texas law unless they showed fraud intentional misconduct or knowing violation of law. New Jersey is more like Delaware shareholders consumed over a conflict of interest that is in cleansed interesting. But here's the thing. So with taxes, those minimum holding requirements for derivative actions and for shareholder proposals, those are opt-in companies. Don't have to, you have to actually affirmatively like, put in your bylaws, put it in your biological, put it in your Charter and ex Says in its proxy statement on this move. It says, it's decided not to opt into those Provisions. It's not going to Institute. Those minimum holding requirements for proposals and derivative lawsuits, but it has made no commitment to that both of those things limits on lawsuits and limits on proposals, they can be adopted unilaterally by the board at any time. You just the board can amend the bylaws whenever they want for whatever. Exactly. Right. So Exxon is making no promises that it won't at some future date unilaterally decide to Institute those limits. So it's saying right now we have chosen not to Institute those limits asking shoulders to vote in favor of the move but it's making no promises that. Once the move happens it won't change its mind and say, what now we're here. I mean, I don't, if even, if they were to make that promise like today, I don't know how would, how would they, how would people hold him to that they could, they could other companies have done this. so, a company called Ark best, which is also like. Based in Texas. You'd also just read domesticated to Texas and when it did it actually put a commitment in its Charter. Not to adopt the minimum holding. Oh, they actually put it in the charter, which is subject to shareholder approval. Oh, exactly. Excellent is not doing anything like that, and there's another example, Fidelity National Financial. It actually wanted to move from Delaware to Nevada, Nevada. Like Texas says, there's no liability except for like fraud intentional. Misconduct that kind of much higher than Delaware, but Fidelity National Financial. They tried to get a shareholder vote in favor, the move and shareholders refused to vote because they didn't want to lose. Those protections. Right. So, once again, Fidelity put National Financial not Fidelity Fidelity. This isn't Fidelity. Boston, this isn't the Jacksons, right? Okay. Yeah, Fidelity. National Financial actually put in their Charter that they were going to waive the protections of Novato law for so that they the no liability, except, for fraud intentional misconduct, whatever. They put in their Charter, that they would have the same standards as Delaware essentially, they could be liable for lack of good faith and for lack of loyalty conflict transactions. So, put that right, it's Charter but Exxon is not waiving anything. It's not waiving those extra protections against any liability except for knowing misconduct whatever and it's certainly not promising that it won't lead or adopt the holding requirements for proposals and derivative lawsuits. All right, so just to recap for a sec at least so I can that there's By making this move. And I want to actually talk about it a little bit because the move. If you kind of set aside, some of the ways in which it's, it's really bad for sure, there's just there's some, it makes a Monica of sense, which we can talk about a little while. it's Going to basically allow Exxon to limit. Shareholder lawsuits or derivative lawsuits and significant ways. Yeah. Right. If it wants to and also limit shareholder proposals, which are two things, well, share their proposals, for whatever reason that I still do not completely. Understand really annoys exactly everybody. I mean the latest. Yeah. But right. It's being yeah. Right. Services or something else, including a proposal on the ballot and their name. They didn't receive proper service. Yeah, right. So anyway, but for whatever reason again that's still I don't fully appreciate is these Harold proposals which I would think to most explicit a mammoth company, like excellent would be just kind of a new sense. It's really something they're real preferences. They really, they don't like it, I just don't get it. And then also share their lawsuits. And then there's a, you know, cousins that, for example, so the books and Records demands that would support a shareholder lawsuit are being limited and there's I think you mentioned something about officer and direct recycle patient, but I think that's right. They can't be liable. Like you can't. Filed a loss. If they choose to opt in, you won't be able to follow the lawsuit unless you hold a derivative lawsuit unless you're holding 20 billion dollars worth of start. But but also the liability standard for would be that you'd have that any shareholder would have to show intentional misconduct. Yes, really, really high high bar for showing wrong. Yeah. Yeah. As opposed to what we usually talk about, which is a conflict of interest, right? Exactly, right. So Now, this is Exxon. Has expressed it would like to do this. It can't just do it itself though. So what did it, what did it do it? Put it on, The AGM agenda for this year, for those here. So shareholders, have to vote in favor and it's what folks required. Do you remember? I don't know. It's got majority of the votes cast. I believe I haven't double-checked it, but I'm pretty sure. Well, this oh, this is oh, ghost. Outstandings, this is for this is. Yes, so this is a majority of all the votes. They don't believe XM. Would have a super majority. No. No I'm pretty sure. I mean I don't have it in front of me but I'm reasonably sure. It's because there are amending the charter. They're technically, I think legally, it's a merger because there isn't a so like I think they're legally merging into a company. Do it and do it, Texas sanity or something like that. But so the interesting thing here is that axon doesn't have a controlling shareholder. So actually moves, right? A lot of his team controlling shareholders, do it unilaterally? We saw Tesla, which is his own special case, Exxon doesn't have a controlling shareholder. So that means that in order to get the vote, which I'm pretty sure is majority of the vote at standing shares. Outstanding, is this gonna have to To convince the big Normie asset managers, like, BlackRock and Vanguard now, right now, they vote because those are the ones who hold, you know, big chunk of stock. NOW, obviously, they voted in favor when Tesla proposed moving to Texas, but remember at that time, Texas hadn't changed its law yet, at that time, Texas is law was pretty similar to Delaware's it was even a whole expert report on how similar the laws were, right. So if BlackRock and Vanguard and State Street vote in favor of this, now they're really voting to reduce shareholder rights kind of significantly and Vanguard. I mean, like I checked vanguard's, proxy, voting policy says, it will oppose changes that do not shave guard? Shareholder rights State Street, says it value shareholder rights Black Rock. It's a little more non-commercial holder rights, but it might still vote in favor of the overall benefits outweigh the cost, so it's really unclear like why they would vote in favor other than we also know that the big Asset managers are under a lot of pressure to prove that they support fossil fuels. I mean yeah, a lot. They've been sued for being too old. Yeah, I support climate interest Solutions, black rocks and State Street are right now. Fighting a lawsuit in Texas, Ken Paxton and a bunch of other red states can tax in the age of Texas. In a bunch of other red States sued BlackRock Vanguard and State Street alleging that their climate change resolutions, were essentially a conspiracy, it's a collusion. It was the Anti-Trust argument, right? And Vanguard settle out. Um, and as far as I know Black Rock and State Street are still litigating, so I'm concerned they may feel a lot of political pressure to support this move. Regardless of their actual sense of what it, whether it's good for shareholders and I go ahead. Sorry. You don't think they're going to feel the ball. Well anyway, I wouldn't have proposed this unless they already kind of felt out, right? It were so I think it's likely to pass, but I think it's going to be interesting to see the messaging around it, and I'm going to have my questions about whether BlackRock Vanguard in States. Read if they vote in favor of doing it, because they genuinely think that it's a better for shareholders or at least neutral or because they feel like they can't really oppose Our Song, you, you can be sure. That they pre-cleared this or at least just discussed it. With. The major shareholders. In axons gotten burned you know enough by particularly the engine number one situation where they you know and you know excellent is a famously. Arrogant Company in its governance. Just over the years. That's why engine number one, was able to succeed. The way they did was like, you know, five years ago. So that's the first thing is is they have at least discussed it with them, okay? I mean, the thing is that there's a really proxy solicitation rules that limit, what kind of communication they can make. But yeah. And there's also, you know, there's and and I would guess that the, that, you know, most of the biggest institutions are little weary about, you know, having too much in the way of conversations about this kind of stuff. But because of the, you know, they don't start filing 13 D's if that's going to become necessary. but, you know, that's all so, you know, depends a little bit on the direction of the communication, but anyway, so, I think it's I I would think that the at least the big institutions you can include some other JP Morgan asset management and troll price, you know, whoever the top 10 or 12 or whatever are They're probably. a little inclined to support this or to not oppose it. That's that's my guess. I hope I'm wrong but I'm sure we're going to see a lot of You know, exempt solicitation there should be a lot of communications. A lot of people jumping up and down a couple things though. First Exxon, also has this enormous retail base. Oh, yeah. Oh, three percent of, which are two percent of which have actually signed up for their program by the right. It's right. But they, you know, Exxon, you know, they can, you know, let me make a case here, which I'll talk about in two seconds. Second, you know there's a lot of other institutions that just you know view this as an Arcane or routine or whatever, they're not going to be paying closer attention. Unless they're, you know, really following the proxy advisors I says which I almost certainly will oppose this, they have post it in Tesla. Well, no, they didn't know they didn't they know because, remember at that time, Texas is lost. Oh right? Okay. Was very simple. There was the is the cap stuff. Anyway, yeah. So I I don't think I, I'm pretty sure I assess didn't post the move, a glass Lewis. I would have to check. Well anyway, I I would expect that the proxy advisors would likely unless unless the political pressures mounting and pressures probably mounting on them hard too. But I'll actually be really interested to see what the proxy advisors say given how Texas is law has changed since the Texas since the right. So you know, but again I'm not trying to diminish that this is a dilemma. For all these, all these, all these, you know, institutions, and part of the promise that accent can kind of make the case. That it's a, it's really a Texas Bass. Company Incorporation. but, Totally frivolous distracting lawsuits because they actually aren't know, right? And they are gonna make this commitment but they aren't making a like commitment to not take advantage of, you know, just I remember I was living out in New York when I was my first working in here and, you know, it was a big deal because X on Pulled up its corporate headquarters from Rockefeller Center. It was based in New York City for decades and moved and moved to play them moved to Texas. That makes sense. That's That's operational like oh yeah. I mean like however much companies say like we're moving because we have a Texas identity. I mean that's silly, it's nothing to do with the state of incorporation but I know right? I'm just saying that history. I mean somebody pointed out online that like they still list something like the names of some of the original incorporators and their Charter. Like that's how much they trace their history back. And New Jersey is actually a big part of that history because of its role in corporate law right now. How one more question? That's then we're gonna have to talk about something else. How symbolic is this relative to You know, Texas's position in this race to the Bible. I mean, in a relative to, I mean, I don't see New Jersey, really does commentary mostly from Texas. The effect that Exxon being this blue chip mainstream company. This kind of Heralds that Texas is breaking through and is now as poised to be a real threat to Delaware and I'm not buying it. I mean, first of all, remember New Jersey's law is probably more like, what Delaware's was prior to sb21. Oh, sure. Delaware's now, fixed, a lot of things that were upsetting boards, but beyond that, I've said this before, and I'll keep saying it, Texas is really very explicitly, creating a kind of politicized, corporate governance. It's treating corporate governance is a culture War issue, it's targeting shareholder. Proposals, which usually have a liberal bent. They've got their anti-esg proxy advisor, law, and they're using the court system for this kind of thing as well. Like the coal antitrust lawsuit is won and I'm sure talked about the American Airlines lawsuit that was in federal rather than state court, but it's still Texas, judge the Texas, legal establishment and in that case, we had a whole pot on this. A Texas federal judge reached the evidence free conclusion that American Airlines breached its fiduciary by having because BlackRock was Voting for a couple of climate change, measures Ken Paxton, very conservative, Texas Attorney. General, he actually is sued immigrant, Focus nonprofits in Texas to get their Charters dissolved. So I think companies are likely to think boards are likely to think that they're opening themselves up to political hassle if they incorporate in Texas, what if the legislature declares any board ESG considerations, or a bridge of fiduciary duty, which is actually been proposed, it didn't pass but it was proposed. What if the company suddenly gets shareholder lawsuits? Accusing them of being too woke brought in Texas Courts before judges, that seem very recently sympathetic that case. Yeah. Of an anti woe Security in Florida and the court refused to dismiss it. That case is still ongoing. So incorporating a Texas just seems to invite that kind of risk and Just sort of example. As I said, a bunch of red states are suing Black Rock in Texas, claiming its conspiring to suppress Cola output. Well, guess what? There's now a tag along shareholder derivative lawsuit that's been filed against BlackRock. A shareholder, is claiming that, by participating in this, alleged coal conspiracy, BlackRock violated its fiduciary duties to its own shareholders, as a public company, as a public company black. Process Incorporated in Delaware but the shareholder filing this lawsuit filed in Texas, before the same judge who refused to dismiss the coal lawsuit naturally. Now that shareholder is going to argue, they filed their because the cases are related, but obviously that plaintiff also, I think quite reasonably thinks that this text is Judge who already said that the claims against BlackRock have Merit, is going to be receptive to these derivative claims even though they likely be dismissed in any other courtroom. So BlackRock is right now moving to transfer this, Texas, derivative case out of Texas to the southern district of dark, right? No, not Delaware. Actually, I don't know why but I have no idea how that transfer motion will go. But I'll tell you this, if Black Rock were actually Incorporated in Texas for get it, there is no chance that they would have this this lawsuit transferred and that's the kind of thing. I think companies are risking by incorporating in Texas and exons case, that's not an issue. They're already headquartered there is there anyway and also they already have the political protection of the state. And I think Other moves to Texas that we've seen. Either involve Texas companies or companies that are seeking to declare a kind of political alignment, the Texas, like coinbase, but most companies are going to want to adopt that kind of political, I think I'm I'm Skeptical that this is going to portend a big wave. Yeah, I mean, you know, just like, just like, you know, we follow, you know, I can't remember one of your another law professor, you know, tracks all the Delaware, exits and so forth. Then Edwards, right? So forth. And you know, if you look at that, I mean there's some notable, almost all controlled companies. Yeah, isn't you know, this is a much more complicated issue but it again I think we're you're correct and bringing up some of the dilemmas that some of the big institutions face. here in in, you know, we're supposed to, you know, honor and respect and support shareholder rights, including the right to sue and submit proposals, but on the other hands, There's a lot of pressure to, you know, for a blue chip company like, Exxon to kind of, you know, support their, you know, their economic wishes. So it's it's if it's I don't envy the stewardship teams know. That's these companies to try to try to figure out what they needed. But I just, I don't see a lot of companies even wanting to make them over, putting their shoulders in that position because the main thing, Texas is selling over saying, Nevada is the political branding. And most companies that they really want that kind of, you know, liability free regime, they were preferred Nevada, where they're not right? If you're really legitimately interested in trying to protect yourself from lawsuits. Yeah. Go to Nevada, why not? Yeah. All right. Cool. All right, let's take a quick break and come back and look at some current proxy contest kind of see what's what's cooking for for this coming? As we say, proxy season here at shareholder Primacy. Cheryl Primacy is brought to you by free float, analytics.com. The only free database of corporate directors, their influence and their performance Fiona Stocker, retirement, plan go to free float. Analytics.com and look up which of your elected directors are performing well, 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 shareholder Primacy. I'm Ann Lipton here with Mike Levin and we're talking now about proxy contests. So what's coming up? Yes, let's do that. We haven't actually kind of even looked much. We did a recap last year about what 2025 was, but we didn't really take a look at what's to expect here. So we thought that would be kind of interesting to sort of see what's going on and I think, you know, and others know that I have, this little kind of odd hobby of tracking ones related to, at least related, to Universal proxy because I'm really interested in how Universal proxy affects voting actual votes. So, trying to see which ones are coming and how they vote is something I have been doing. And it also just kind of informs. You know what what the hardcore activists environment is kind of like because that, you know, actually kind of the Pinnacle of of that kind of those that kind of Engagement. So, here we are mid March And I have counted before this morning, we're recording this on a Monday. There were 16 Um, pending proxy, contests that we were expecting would go to a vote. In the next two, three months, April May June call it one kind of dropped off the list today. It got converted into a consensual dissertation which of course, is not subject to Universal proxy rules. So there's now 15 of these that are pending, they'll probably be a few more kind of announced, I would guess in the next four to six weeks. As you know, most of the notice periods of kind of wrapped up. But, you know, there's you know, not everybody's kind of gotten gone public. About, you know, they're the contest that they're conducting, occasionally accompanied will make the first disclosure, sometimes it's the activists to, you know, files permanently materials or files a d, or just sends out a new release. So anyway, so now there's kind of 15. That are on the list. That's a couple two, three more than I recall. We had around this time last year. So it's a little bit of an increase but not enough to be you know, statistically significant. I don't think the sample size is. That's one of the things I have to always remind people is a sample sizes on this a really small. So trying to trying to develop any kind of, you know, really hardcore conclusions about, you know, whether activists are succeeding or whether companies are doing better is really hard. When you're only looking at, you know, well, under 20 that go to a vote in a year. But what's interesting to me at least was who's on the list. There are. A couple for starboard value, Jeff Smith's Fund in New York which is, of course, a very successful and aggressive there all. They they're all of garden. Yeah, there were the hours of the original guard, which I every year, I show it in my class, I'd love you teacher. But there's I teach it because I would love something more newer. It's getting a little old now but there's still nothing. Nearly as interesting truth there. Just so they have two pending one is at Carmax that they just announced I think last week where they're looking for two out of 10 directors. And then another one is TripAdvisor which is the old Liberty Media, right holding, which is now independent, they have said their control structure. I'm not. I'm sorry. What? Yeah. Weren't they a controlled company there. Did they get right? So now yeah, that's all been changing around now. So they're, they're more of a kind of usual. Public company. And starboard value is just said they're looking for majority of the board. But they haven't said, how many seats there they're looking for and, you know, one of the both of those, you know, could conceivably saddle, starbirds one of these really good funds that, you know, doesn't go to an actual vote. You know, that, that often another Contest that has a you know, veteran experienced activist is at a company called wax wdx, which is the activist is impact of capital. Led by Lauren Taylor Wolfe, really, really experienced good activist. They're looking for four out of 11 board seats. What was interesting about that is and we talked about this in the Pod like probably a year ago impactive Last year at this time just came out and said, this is how we want to vote. How are we planning on voting under direction? Is they did a withhold or vote? No, on some of the directors and evidently that didn't have the impact that they wanted in terms of turning the business around. So now impact if came out and nominated or notified the company that they're going to nominate four out of 11 directors, at what we're guessing would be a May AGM. So, that's sort of a follow-on to, to their earlier earlier campaign. There's, there's a couple other interesting kind of things going on. There's two different kind of Reit, real estate ones once called Whitestone. The other one is first industrial Whitestone is an activist that I never heard of called pillar Stone. First industrial Reit is Jonathan Litt at Landon building. So always called Whitestone. Whitestone, the Whitestone reach. I just think that's so fun. I mean, Black Rock black rocks. They're just it's not a reading from me. I, you know what, one area that I just never get into is real estate in terms of activists and so so there's two Reed ones which are interesting because these are almost always pursued under Maryland, law, which is famously, you know, friendly. I've actually provision in their bylaws once there was one, right? Yeah, there are three Where their arguably, like not an activist fund, but, like a company is pursuing an activist project, one of them is in the shipping industry. So, Genco is the Target in a company called Diana. Shipping has been trying to do a deal with them and so they've nominated six out of seven directors. Another one is really interesting where Beretta, the Firearms manufacturer is trying to elect directors at Sturm Ruger Ruger Ruger is the ticker I. Yeah, I always thought that was Ruger, but yeah, Ruger. So in the Firearms, industry and gun business and the third, they're not running on a gun control. There's, there's not a whole lot of social social ESG there, it's mostly just that way, but oh, you absolutely. But, and the third is, I think going to be, you know, very high profile because there's a lot of ego. Is that Lululemon? Lululemon Athletico where the former found, right? It's the former founder so that the Wall Street Journal, because he's running three out of four directors, on a credit disagree with their whole strategies. So there's so there's three again, kind of company base and, you know, this kind of Harkens back to the battle days when, you know, people were into hostile takeovers and so forth. Yeah. So there's there's some interesting ones that way to sort of see where, you know, activism is going to affect more of the m&a or, you know, some of the wheat ones are kind of kind of cool. interestingly, in Six of these 14 or 15. The activists are seeking at least a majority of let's say the available seats. That's not showing a majority of the board. But that's the majority of what could be voted on. So in a classified Board, of course, you're not going to ever get a majority. But so activists are, you know, showing so many Ambitions. So I think that's an artifact and Universal proxy has has allowed activists or dissidents, or whatever, to be some more aggressive. And what they start to look for what they settle for, what they end up getting its different story. But at least, you know, a significant number of these. The activists have at least started looking for at least a majority and at least three of them. I think it's every available seat. So, like, at the whites, don't read one. There's six board directors up. I believe that's the full board and pillows looking to elect off six. A Genco Diana, shipping is looking for six out of seven. Um, so that's there's some ambition being being demonstrated here. That's really kind of, kind of interesting. so yeah, you know I'm guessing Several of these are probably settle based on you know who the activist is and, you know, based on what's going on. A couple of these aren't like Joe Stilwell who is a, you know, individual activists who goes after regional and local banks, he never settles this stuff. He'll probably take these to a vote. Not the clothing one, I guess. Because that's just yeah, a little Lambie Lou. And almost certainly gonna go to go to a vote, I'd guess. There's too much too much ego. Well, I mean that's really about the strategy for the clothing line. If nothing else, just gonna generate some materials that I can use in a classroom. Yeah, exactly. That way. So that's kind of What's kind of going on now? Like I said, we'll probably get a few more but they'll probably be a dozen or more for us to talk about in a couple of months. Just sort of see how the votes work out. You know, whether or other ones get added, you know, there's some, some others that have been kind of talked about. So for example, I think it was Elliot was making noise about doing something at Pepsi. I can't remember if that saddled but that would be huge. I saw that. I'm not sure if that's right. Yeah. Yeah. I definitely said the headline. So that's so so just to recap, there's a little more activity than maybe we had seen in the past year or two. And the activists are certainly asking or seeking a lot relative to what they'd done before, you know how it ends up, whether they'll get one or two, you know, up until now there's been so far since September. There's over five that actually went to a vote In two out of the five, including one I was involved in the activist one, some are all what they were looking for. And in three, they got, you know, bumpkins, they got 0. So and that's, you know, again with a really tiny sample that's about right. You know little you know, batting less than 500 is about right for for how activists tend to do when they actually go to a vote these days. So anyway, so that's That's the update for now on on. What's happening on universal pride and Universal proxy. I'm proxy contest under your surprise All right. Well great, yeah. All right, let's let's maybe move on and get on with the rest of our week. Has that. Okay. All right, this is your holder Primacy. Hosted by an lifting and me, Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations and is the 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. You can find an at law dot colorado.edu. Our podcast is produced and distributed by our friends at freefloat media. Thanks for listening, we'll talk again soon.