Transcript
Welcome to shareholder Primacy from free flow media. A podcast about activist investing Securities Law, and all the ways, the financial and legal worlds, intersect and Collide in real life. If you're looking for an Lipton false luck, she is on the road this week. Instead, you get Matt mascardi. Hi, Matt. Hey, and and me Mike Levin today. We'll look at what we started to see in activist investing in proxy, contests for the upcoming 2025 proxy season. I have a question. I have always been uncomfortable. Calling it proxies season. I don't know what you think of. I love it because it feels like a sports season, right? Like if you feel like time to Gear Up Baby, choose your favorite teams shoes who you're rooting again I love it. Oh okay I've always I've always I always think because I'm I do this stuff year round. And and, and making its seasonal feels like, oh, it's now it's, it's time for us to focus on proxy stuff and then other times a year, we cannot and no, I think of it like, you're the GM, right? Like you're like, the perfect GM, Mike. You'd like you're thinking about the teams year round, you're like Drafting and and proposing and like positioning for the next year and then the season comes up and you're ready to play ball. So I just it's a good. It's a good term. Well, all right, so for we're gonna look at proxies and and Matt and I have put together sort of a crossover if you will between our show here, shareholder Primacy. And it's going to intersect a little bit with his own proxy countdown podcast, if you don't know about that. Matt and his colleague, Damien Rallis, host another podcast called proxy countdown, it's a weekly overview that addresses notable board changes CEO, transitions, controversial, shareholder votes. A lot of stuff that is very interesting in the Recover and board world worth noting that Matt and Damien also Run free float analytics, which is that really Nifty analytical service with data on like thousands of boards and hundreds of thousands really directors and of course, Matt. And we acknowledge is at the end of every one of our shows. Matt is our producer. So he does a lot more like, peanut butter and jelly baby. There's a lot of crossover, he does a lot of, he does a lot of stuff here. So anyway, so because He follows closely, a lot of the annual meetings stuff, we thought it would be kind of fun to take a look at 2025 based on sort of what we've seen at the end of 2024, what we've seen so far this year. So match, shall we dive in and review and prognosticate? Yeah, take take me down the rabbit hole. All right, let's let's begin at the end. And by the end, I mean, real life, you know, proxy contest that go to a vote, those are, you know, the culmination of a lot of active stuff, not not, Any of them get there. But when they do it gets really interesting and then once we're done talking about some of the proxy contests we've seen so far, we can go back and look at some other fun and interesting aspects of the proxy season as we call it. Now, such as how the shareholder proposals are shaping up with boards are up to this year. Some new regulation that's come out, that will definitely affect what we're up to and some other fun subjects. So I I think, you know, Matt and others do that. I have a little hobby. I track track proxy contests that go to a outcome because I want to see how Universal proxy voting affects outcomes. So I have a list that I've been kind of maintaining for a couple years now of all these contests and based on that list since Roughly last fall. Since, you know, since the 2024 season wrapped up we've seen six proxy, contests, go to an actual vote. And Matt, you're familiar with some of these, the biggies. There was one involving Massimo and pallet and capital where pallet and Quentin coffee won two out of two seats. It was looking for in the second of two consecutive proxy, contests. And then the other recent, one that we saw was quite in the last, like, you know, a couple weeks was are products, were mantle Ridge won three out of four seats that it was looking for, but in between those that were some others, there was Tech Precision, I am. But six, contests total And the results were actually a pretty favorable. For activists activists won out of those six, one seat at four of those six and all of the seats that they were looking for, at two of the six. The ones were the big Winners was Winfield. The Tech Precision, one, two out of two, and obviously Massimo palette and won two out of two seats. And then and Mantra rejection is three out of four is pretty pretty good too. The two that were activists won. Nothing was one called Carver Bank, Corp and Dream Chasers. That was a pretty little known one and then perennial activists started. Our big Laurie ran a slate at Cracker Barrel. And one nothing and he's always been a big era in there and has been you know going after Crackle Barrel Cracker Barrel for a long time and got just know nowhere. So that was actually a pretty interesting result because when we looked at it a year ago activists had won Out of, I think 15 contest said one, maybe at least one scene and only four. And one everything they were looking for only a couple. So at least based on this very small initial sample in terms of voting outcomes activist seemed to be Doing. Okay you got a sense of the change though is it? Because of who the activists are targeting? Or is it the is it something else? Is it like thematic change? Like is it's not regulatory right? Like nothing no dramatically in the rules. No, I think activists got a lot smarter. And in this case, some of it is of course situation specific. So for example, a Massimo, you know, that was just a troubled company and I mean I was multi-year right now. Same thing with meant to rigid are products you know, Paul hilal Ridge is a really really knows what he's doing here and and it was a company that needed a lot of work and Charlotte was kind of on his side but a couple of his others were you know it could have been more of a jump off and and and and the activists just you know did things pretty shrewdly communicated pretty well and and started to Prevail again and this is in voting outcomes, you know, you know one of the big themes in the past couple of years is because of universal proxy companies are settling a lot more and a lot quicker. And so you know this may be a little bit of a clue that because of these results companies may be encouraged to settle even more even more than than they had been inclined to do so. Um, so those are what we saw so far where we again get to a floating outcome. There's like another. 13 or so that have been announced and this is based on seeing proxy materials, there's all sorts of contests, that kind of get announced in a news release or, you know, and there's some sort of a rumor or something. But these are ones where people start filing actual proxy materials, there's 13 of those that are that are pending and there's some, some real interesting ones there. The ones that we've seen that are pretty notable is you us steel which, you know, is trying to get bought by Nippon steel of Japan and that deal is sort of on the Rocks but and Korra, which is a Cleveland based fund, big activist and they're the ones that the project at Norfolk Norfolk and Southern last year. They've you know, encourage you USD to kind of break the deal collect the breakup fee and kind of move on with their life. Another big one was starboard value which is you know of course a perennial activist. We're going to talk about them a little later in the kinds of another deal. There are Going after Ken view, which is the spin-off of the consumer division from Johnson & Johnson and so it at us steel. And core is looking for nine out of 13 available seats. And, you know, starboard, a little more modest before out of 11 seats, but this isn't just like one or two, you know, token representations to Representatives on the board. This is like some significant sign. Yeah, that would be a massive change. I mean the yeah if if you get to win right, like so in our database in the free float database, we're tracking directors. And we actually have tagged in our database, 19 directors, leave prior to 2025. There's 19 directors, active on boards that were put there by activists. As, in part of a slate, they are the activists themselves, whatever the case may be and 19, active directors. You get if you win nine seats that you just massive increase. You have to do some recoding here. I think, I mean, it's a fascinating outcome, especially since in our data, we can see that most times that the activists tend to outperform when it comes to Returns on earnings or TSR within a three-year period of getting put there, right? Like, so there's some value to having a lot of activists on the board. That's not uniform. But you know, there's there's some value there having a lot more in the system is kind of a big deal. Yes. So so there's and in terms of those numbers, there's a couple others that are worth mentioning, is that Stadium Capitol, perennial activist has a project going at Sleep Number where they're looking for four out of the four available seats on a classified board. And an interesting one pet entertainment Penny, the gaming company has an Give this project or HG Vora. A big fund is undertaking, an activist proxy contest at Penn entertainment. First one first project contest ever for ht4. They've done a lot of other activists stuff where they, you know, put on pressure or settled, or whatever. And then they decided to nominate directors here. And they're nominated three out of three at a, in a classified board. And both those, you know, these aren't first timers. These are, these are activists that know what they're doing. So there's a really good good chance that you know they could Prevail or the company is going to try to settle for and and Grant the activists some of what their you know a degree of what they're what they're looking for so that was so those are just those four there's a bunch of others. So out of that, I think I mentioned there was 13. Out of those 13, active. It's a lot of seats and a lot. So for example, there's one that's coming up the votes next week Berrington, Capital Jim miter Tanda, long time, very experienced really good. Activist has been doing a proxy contest at Matthews. A tech company. They're looking for three out of three, and, and it's worth noting that one all the proxy advisors came out in favor of Berrington and so forth. So if that does doesn't settle real quickly, looks like Berrington probably a win, the seats they're looking for. Let me ask you something about that, proxy advisors And this may be a slight Divergence, but one of the things that we notice like, so on our other podcast, particularly on proxy countdown, we pay attention to this sort of like, in a ancillary way we're focused more on the people that get put on the boards and the contests and you're focused like you got much bigger view of the contest. It does seem that the proxy advisors only seem to really do diligent around the directors themselves when an activist is involved. It's almost as if the, you know, because the year prior. Yeah. The the advisors are generally in favor of every single director but in activists in says this company is underperforming or we think there's breakup value here or whatever their thesis is and you see the proxy advisors sort of flips. So now you know you bring up Berrington and Matthews right now all the advisors Eagan, Jones and glass Lewis and isss are all behind the Berrington slate and but but they were behind the entire message late last year. So what's the difference? Like when you see these things happen? Is it just part of the engagement between the activists and the advisors or is it like there are no other options, two or three factors first votes outside of a proxy contest or direct or recommendations tend to be. Tend to follow policy. Okay. And so, you know, ISS and glass Lewis and, you know, they spend a huge amount of time, crafting their policies, and they get a lot of input and so forth. It's really a pretty good way of trying to determine how to vote. Okay. But you know, if they're going to look at you know, Matthews, they're going to look at their governance score and so forth and they'll say, okay, we're in the absence of kind of activist pressure, we're just going to See what the policy tells us and the policy is is God. I suppose a little bit of bias to to status quo, you know, they're going to really only recommend against incumbent directors in the absence of an actress situation. Only, if there's something really unbelievably serious going on, you know, in terms of governance and so forth but it happens. Okay, that's the first Factor. So in your policy second there is more interaction here. So the company and the activists make a much stronger case or different case than just I SS being able to read a bunch of disclosures and calculated governance Court class lowest. The third is that there's different group involved. For all for proxy, contests at least did ISS. I forget what it's called The Glass Lewis. They get the special situations group involved and so they have a whole different set of analysts. That look at these situations and decide, okay? The activist is right, or it's mostly right? Or, you know, we think it's two thirds, right? So we're going to recommend two out of three boards each or whatever. Okay. But yeah, the and that's actually that's a great observation that once an activist starts to get involved here, you know, things get elevated in a way where the recommendation just is handled differently. and which, you know, you go ahead which feels like That would suggest. If the special situations grew or if you we pretended on an annual basis, that an activist was involved at the company, and you did, the due diligence, it would suggest that the outcomes would be different because, at a vast array of the companies that you're talking about, just going forward. And in the last year, we've seen, I mean, there's 19, you know, shows that like this happens. With so it's not as widespread maybe as it is. Looks like it's coming down the pike, but it does suggest that like, if activists keep winning, are we doing due diligence properly? When we do our normal votes, when they're not involved and the problem is that they just don't have the resources to really, you know, if they had to hear a presentation from every company. About you know, how good their directors are, and then maybe some sort of a dissident presentation. I don't know how that would work, you know, they'd never get anything done, you know? They that's where the policy kind of is designed to kind of make the decision, making a little easier. Well, I mean free flow has the data, right? Like so we have like that, right? We at the data exists, like to me it's like a question of Brute Force. Like a most of the ISS policies are like you fail attended like less than 75% of 10 cents or you fail on like because they just removed any sort of gender or race from their policy as like two days ago, right? Like. So now, it's not even that now. It's like, you know, it's it to your point, it's egregious stuff, right? They give investigated for fraud or like some, you know, some, you know, not independent. And the not independent list is like, literally, like you are sleeping on the CEOs floor and married to his cousin, right? Like, it's like it's really egregious but there is data on every single director. that is more, that presumably would allow this kind of in-depth, some sort of algorithmic way of looking at these companies, at least for red flags at an individual level, but Investors also aren't that deeply interested. Well that that is. And that's my that's a react to that. I mean you know they I mean though you know that kind of follow the recommendation but they're not I think it's fair to say they're not, you know that keenly into you know wholesale you know all kind of changes that would that would kind of calm. So you know it you know having having a proxy contest to what we've been talking about, kind of motivate this is good and focuses attention at some of the you know, absolute worst situations. But yeah, if this were to spread, I wouldn't I wouldn't be. I wouldn't be sad. Yeah, I know it's fascinating to me that as somebody tracks this, right? Like you know the value of the people on the board because activists are caught that's the that's the ask that's give us Sports seats which means they recognize the value of the influence you can have with the board seat but absent, the activist investors largely are like well the board doesn't really matter and it's like that or we're gonna rely ISS, to kind of, you know, exactly nibble at the edges. So, it's such a weird thing. So, there's a few other, there's a few other kind of contests that are kind of cooking or we're cooking that are worth kind of mentioning, as we kind of look forward. You know, Elliot management which is like, you know, becoming the alpha male activists. I mean, they're like everywhere, you know, they had their famous, famous, their well-known project at Southwest Airlines, where they got a bunch of change without doing a whole lot. That was public. They just basically got Honeywell to break off, so, break up in this, you know, there. They just announced this past week and Investments, big Investments, That Philip's and at BP. So now looks like they're into the energy business. So, you know, I'm going to be looking at them pretty close closely but again, Elliot doesn't do a lot of proxy contestants himself. They just rely on their, their force, and their, their, their wit, and their ability to persuade to get people that do it. A couple other other ones worth mentioning was We talk about Starburst a little while ago, with kenview. They also had this project advisor that kind of went nowhere because, you know, they had managed to recruit two former the pharmacy and former CEO and former CFO to help them. And then Pfizer threaten these guys with lawsuits losing their pensions and so forth. So that got turned around sobered ended up not nominating. Anybody and that made the news a couple weeks ago, new activists anonym Which is Charlie Penner was, who was The Mastermind behind the engine. Number one project at Exxon, he had started a new fund called Anonymous and they had a project, they started at Henry Shane, the medical device manufacturer and that's where KKR came in. And said, not only are we going to help you out here? And in him said, they were kind of happy with that. I imagine, they were a little disappointed that they didn't have a chance to really kind of go to the man, but that's fine. But KKR also said, look, if you're a company that's being threatened by an active, as a call us, we can try to help and I'm not sure what's better being at the mercy of an actor's mercy. Of course. Then the last one that's worth actually one more middle B, which is a kitchen appliance commercial restaurant, supply, Ed Gardner, who is Nelson peltz's son-in-law and Ed left tryan and started his own fund Garden Investments and so he announced a project at middleby, that's kind of ongoing. We haven't really finely approximately yet, but there's a good chance. That'll turn into a proxy contest. And then finally, a really interesting one was CVS, CVS the pharmacy chain saddled with Glenview Capital within like a week and gave up like four board seats. So, this, the idea that there's these settlements between Elliot and Glenview and so forth. And some others seems to kind of continue to extend on that Trend. So that's at least, at least based on actual proxy stuff. That's, that's kind of what we have to look forward to at this point. What do you say, we? What do you say? We kind of take a quick break. Give her give her listeners a chance to take their breath here, digest, listeners digest all this. Yes. So we're going to do that and we'll come back and talk more about what's happening in activism and also some of the more interesting issues about regulation and shelter, proposals and so forth here at Cheryl their Primacy. 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, The Primacy. I'm Mike Levin sitting here with Matt mascardi. A free float Analytics. And we've been discussing what activists companies and shareholders might expect in the next few months. Life is not only about proxy. Contests all quite they're quite I know they're fun. They're interesting getting involved with them is sometimes, you know really engaging there's some other Trends and events. That could have an impact on company shareholders, in a couple months that we thought we would start to cover. Let's begin with some other kind of Novel ways. to pursue activism activists are getting Sort of pleased to say this kind of more creative about about how they handle things. The one of the more creative ways was where they're starting to undertake proxy solicitation for proposals. So, rather than going through the whole, you know, SEC. No action. It's 1488. Is this part of the SEC rules that apply to this? They're basically treating proposals, like, they would direct our elections going out and listening proxy. So, you know, famously, the United Mine Workers did this at the at HCC, called company called warm at coal, but then interestingly, and we talked about some of the podcast starboard value. We've talked about on the show today already did something similar to try to get a News Corp to try to get rid of its dual class. Share Sheriff's truck. Sure. So there have been at least those couple in a lot of other Hints. That may be there's going to be more of this, especially as Proponents, the normal conventional like e&s ESG. Proponents are getting shut out or getting a lot more pressure on their conventional routes to shareholder proposal. Some of them are starting to look at doing their own proxy solicitation for their for their proposals, for their for these resolutions. They're non-binding, non-binding proposals. So there's there's, there's definitely going to be some of that coming up. We haven't quite seen the disclosures yet the deadlines to file is stuff are just kind of passing. So it'll start becoming public pretty soon, but that's going to be that's going to be really fasting when that if that starts to take off, is there a reason why they applying the same principle you do? You think they'll start using exempts solicitations as a way to communicate, rather than even solicitation for a holder proposal? Yeah, just a straight. Amp solicitation against a director, right? Like instead of filing a you know that you're an activist a news release or something but basically it's like a news release but it's on their filings. Yeah. So basically do it sort of a vote? No kind of thing. Yeah. Conceivably. Yes there's been, you know, some suggestion that the SEC might pull a little bit of pressure and they just issued a c and cdna on exempt, solicitations and so forth that, you know, people are still working through. But yeah, the idea that a shareholder can communicate its recommendation without soliciting and using an exempt list Edition. That's another really good way for an active. It's not as it's not as powerful as an actual, you know, proxy solicitation so ways but, you know, communicating some sort of a vote no or withhold is something. It doesn't cost a lot of money and it does at least signal to shareholders that it, you know, that there's some sort of Simon. They're conceivably could put some pressure on a board to, to maybe think harder about, you know, one or another director, you know, assuming that there's, you know, the potential for any kind of shame or embarrassment for some of these boards which is unlikely. Well, you're also mentioning like Elliot, who's everywhere, right? Like if like the alpha dog in the room, were just doing exempts solicitation at a company where they don't have a large stake, but isn't it like, it's like shots across the bow. It's basically like it's, you know, you're telling the investor community This is not we're not happy with the situation. We can get in deep and hard if we want to and unless you just like listen to us on a vote. No campaign. Yep, exactly. So there's that. So there's these kind of Novel ways. There's there's some uptick little increase in litigation. From activists starting to try to sue companies or how they interpreted me, as notice bylaws lawsuits over books and Records demands. There's a an increasingly aggressive plaintiffs bar that is willing to take on these kind of cases and and activists are starting to see some success and so forth and what's notable about that is that it's it's companies trying to kind of head off activism before it gets a chance to start. If you're if you're going to try it a nice somebody the chance to even run directors can ate because they didn't comply with some sort of notice in advance known as bias or or you're going to try to you know head off a books and Records demand. It's it's you're not litigating kind of the outcome of an annual meeting you're litigating with an activist or the activist leaving against you even before things get started. how will that do you think that changes with the move from Delaware to Texas, that sort of growing desire to do that or with with sort of like you know as there's clear impetus in the new Administration to sort of Empower companies against investors and investors rights in some ways. Do you think it changes? Do you think it says the same? I think it's kind of early to tell Ya. It's early to tell because it's early to tell because of what's going on in Texas. You know, the there's been a few kind of really huge companies that have talked about it but you know, the Delaware still kind of dominates and incorporation. So a lot of this stuff will still be in Delaware and it's worth saying that this is a state level matter at least Advanced bylaws and some of these other subjects to litigation and and there's very little that can happen at the SEC. It, I don't know Department of Commerce Congress. Whatever that's going to affect. What happens at the state level at least directly? There may be some indirect, you know, pressure and so forth. But but at this point it's it's a little, you know, the whole Texas business courts in its early stages right now. So it's it's hard to say and you know, the same thing with Nevada Nevada, talking about, you know, trying to, you know, snatch up incorporation from from Delaware. I just saw an article the other day about Nevada's looking at Millions of dollars of incorporation fees and so forth. And so, I mean, that'd be nice for them, I suppose, but you know, Delaware is predominant here and there's a lot of VCS, a lot of people, when you're racing money, you know, in an early stage business, they say, you gotta be in Delaware and that's probably gonna continue for a while. There's, there's a couple of other Trends. We should probably focus. And we started to see. Let's talk about sort of shareholder proposals. Yeah, and that's not, that's not something that I traffic in a whole lot, but I kind of keep an eye on and then we can talk a little bit about, you know, some other SEC stuff in the shareholder proposal world. There's definitely a chill, I think, if that's what you're starting to kind of pick up on. But it's, I mean, the new guidance. Yeah, the thing I picked up on and the reason why I wanted to bring this up, is the new guidance around the 13. Ordinary business exemption. There was a right. That's the both are going to affect proposals and the and it's it's there was already a chill. for this, you know, among the whole community of ESG proponents You know, a couple of them, you know, don't care. You know there's some there's some some governance proponents John Chavez and Jim McGee that don't, you know, they the great Old Guard baby can you write? They're happy to kind of continue but there's a lot of others. That were definitely feeling pressure to kind of really focus and Target. And you know, trying to fight off, anti ESG, proposals, and so forth. So there was definitely like I said a chill in The Proposal world, you know, after several years of increased numbers of precatory proposals being filed. A company is in, I saw one count that there was something like close to or over 1000 filed in 2024, I'm guessing that number is going to come down. It was it was I think the last count I saw was 1,052. I think that yesterday like oh it was over at 1,000 which was the most the second most ever. The prior year was the most ever at 11:00 or something like that. So you're thinking it's gonna start to diminish, I think it's going to start to come down even more. Especially because of this, you know, the SEC Guidance, the staff legal book. Again, we're talking about some real Arcania here but this definitely go both in. 14 L was rescinded was superseded by 14 M. So now basically the SEC staff is a lot more latitude to call something ordinary ordinary or micromanagement or something like that. And that's and they're, and I'm going to guess the SEC staff is also going to get a lot of encouragement to try to interpret interpret things that way. So, not only do the does the formal guidance, help them but there'll be a lot of informal kind of pressure to say, if there's if companies looking for no action on this, you know, try to give them the benefit of the doubt or something like that. I think they're just probably environment. Yeah, there's two levels of sort of informal pressure. I have to imagine that Exxon versus arjuno which was, you know, our June put up the shareholder proposal at about, you know, focus on their ghg emissions. It was yes, she environmental proposal. It's the same kind of repulsive. They've seen over years with increasing stringency and what they want in a report Exxon took the extraordinary step sued everybody. Doing their own shareholder asking for something because it wasn't eliminated as part of ordinary business, which I have to imagine if you are a small investor ESG anti-esg, you know, any kind of investor the chance that you could get sued by a multinational corporation now like that risk, right? Having to go to some State, you don't know, having a higher relationship. Yeah, that's that's a great point. That that's awesome. Is putting more of his, as we say, chill over over some of this proposal stuff. So, and it does seem like, like the guidance that I saw. I got asked a question on social about the 13th, right? Like, um, and the reason why I bring it up is because like the, you know, the the guidance there is basically it's bureaucratic, right? Like it's almost like shareholder proposal death by bureaucracy, because if you're seeing as coercion kids, encouraging, Where's coercing like, you know, influencing Management in some way, right? Yes, if you fall above the 5% threshold which is really only black rock State Street, don't underestimate there's a lot of big hedge funds that own. That are big G filers sure at this point. Okay. Sure. And the reason they filed G even though they want to talk to management a lot of if you own five, six. If you're a hedge fund, not a big indexer, if you're just a hedge fund and you own five, six, seven, eight percent of some company. You want to you want to talk to me you want to go on it, right? Exactly. You want to know what's going on? You want to learn what's on their mind? Yeah, they're gonna play a whole dance with you about, you know, reg FD and not just goes in material non-public information, whatever. But you're still want to be in touch and conceivably, you're going to be trying to express your feelings and your thoughts and your opinions about the company. Well, There is now this chance that if doing, so means you can have to file a d with all the additional disclosures and a much tighter filing deadline and the need to update it. Every time you talk to me management, It's I mean it's it's probably going to make a lot of these funds think twice about picking up the phone or emailing the CFO or IR to say, hey what's going on? But I do think like the hedge funds, like BlackRock State Street Vanguard between like the three of them, they own 5% of most companies in the United States, right? Like so, so you're talking about, they were setting proxy, you know, policies, right? Like they have basic engagement policies and proxy policies and voting policies. They're setting those policies and some of it will be environmental issue. Some of it will be social issues. A lot of it is like basic governance issues but now by engaging with management and saying hey we are really concerned about data security cybersecurity, right? Like what are you doing about cybersecurity the act of that the board can hypothetically go to the SEC and say look they are they're engaging with us on a Specific issue that they want to focus on and they own 5%, they have to file a d and so they'll call them out. And the massive investors are passive for the most part, they are holding their are passed through Holdings. So I'm wondering, like does this chill sort of I'll call it activism via proposal or via VIA vote, right? Like it's gonna, it's gonna, it's gonna chill. Just these even the initial discussions before. It's your incentive is is not to say anything, right? Like, it's either to vote without saying anything and run some risk or you, you sort of just vote with management because anything against management, really, it may not. It may not, I don't know. It remains to be said, look, the the change in this rag is two days old, I know. So we don't know, we don't know exactly what's gonna happen. But two days old is a time. We were recording this. but there's There's a good chance that, you know, again given how kind of risk averse, not in terms of their investment, but in terms of their appetite for regulatory Contra scrutiny. Yeah, that's very scrutiny. As a lot of these funds are there may just kind of just kind of say, Hey, We're Not Gonna, We're Not Gonna bother with this. We don't want to, we don't want to threaten our ability to, to file 13 G. And we're just gonna rely on Equity analysts or somebody. Who knows? I mean, that's your last show. You talked with an, you talked about, you know, rational apathy. And this is like a rational. It's way more rational now. It's Washing hands of it and just be a passive holder. Oh, it is sort of the death of a shareholder, right by bureaucracy. You don't want to have to file this. So it's almost like a trade of, you know like it what's worth more, right? Like having the rights of an owner because if you own your house or you own like a portion of a property, right? You absolutely want to say and how that property is managed. But now if you own a certain amount of this particular asset, or this particular property, it would be highly economically rational for you to just shut up and let let whoever's you know the management team just do their thing, right? That's right. You got it. So I don't like that at all. I don't like it. I'm not I'm gonna say I'm happy about it. So anyway, so all right, let's let's kind of wrap up here. So there's some interesting stuff we can look forward to look forward in. 2024, on the one hand, you know, a 2025 gosh, you know, the proxy contests are kind of starting to heat up and looks like activists are not only doing better than they have in past years. But there are some prospects of doing even better in what remains of this year. But on the other hand, some of these regulatory changes and changes in proposals, and so forth. May may put as we say, a chill over some of this. So I think, I think we have some some things to watch this year. So thanks Matt. Thanks for having me on for doing them. Hey thanks for being my producer. This is shareholder Primacy. Usually hosted by Anne Lipton and me Mike Levin. I'm an independent activist investor and advisor to investors about activist situations. Matt mascardi is with free float analytics, the data service, that tracks boards and directors, you can find me Mike at the activist investor.com and Matt at free flow. One word, dot LLC. Our podcast is produced and distributed by Matt, they'll be doing that over the weekend at freefloat media. Thanks for listening and we'll talk again soon.