Director vote gaps, plus manipulating pay at Costar and “social independence” at Veeva

This is Proxy Countdown. Welcome to the big show for the week of June 22nd, 2026, alongside my tag team partner, Matt Muscardi. I'm Damian Rawls. On today's countdown, Domino's Pizza will serve you the same C suite flavored pizza. It helps to be named Tyson at Tyson Foods. A brief look at 2026 shareholder proposals. A shady pay committee at CoStar Group and on the big vote, Matt looks at twenty twenty-six director votes. You know, before we get to the show, it just dawned on me that, you know, we the the the joke we did with the show, you know, I call you my tag team partner and we have proxy cage matches. Now we sort of predicted the future on that one, right? Donald Trump just had a cage match on the lawn of the White House. So we we rightfully predicted the merge the merging of corporations and wrestling. I mean, that was sort of inevitable. That w that was a marriage made in heaven for this administration. Okay, well I'm just wanted to pat ourselves on the back. Let's look at our top stories. It had a hundred and thirty filings since just last week. The headlines, Domino's Pizza. CEO Russell Weiner resigning. Of course he will stay as executive chair. their executive chair, David Brandon, is stepping down and then They're going they're hiring internally. COO Joseph Jordan appointed CEO and director. Now, why this is notable is for two reasons. One, like Target, Domino seems to be struggling, so the internal hire is weird, and as is keeping the former CEO around. But also, it just shows you how much money you can save, I guess, by doing this, because he only gets I he said he only. He only gets three million dollars golden hello. So Wow. It's cheap. Right, but these days who knows? I mean we're seeing as our report soon CFOs getting big golden hello, so maybe they just wanted to save money and not get someone with good ideas. I I right, I don't know. I I like that those are the only two options. Nike. long no he hasn't been there that long, less than a decade. John Rogers Jr. is resigning. Now this struck me as notable because I looked at his no votes over the last three years at the annual meeting. Thirty five percent no in twenty twenty five, forty percent no in twenty twenty four, thirty five percent no in twenty twenty three. these are really high votes, consistently high votes. He's only been there for eight years, and now he's stepping down. I I don't know if there's a if this is a coincidence. I I'd like to hope that he got the message and he's leaving. but yeah. Yeah. But w w why did he get such large no votes, do we know? You know, I don't even really know. The only thing I could find was a like a small they called it duh minimus payments between Nike and the investment firm where he is co CEO. But I you know, so it w it was below the threshold that you need to report for an actual r related party transaction. That's it. I don't know that that would be enough for such high votes, cause technically not a related party transaction. but I don't know. I i y you can tell how little voting there is against directors when I highlight this as one of our top stories of the week. maybe it's wishful thinking to me that he's stepping down for this reason. Well what's interesting Doesn't Phil Knight still have and the Family Trust still have roughly twenty percent of the voting power? So Yeah, but I th correct me if I'm wrong, I thought Nike was spl is Nike split into like class B and common? I don't know. I don't know how they're split to be honest. I'm just I I'm wondering because if you get forty percent no in twenty twenty four and the management it's basically sh like minority shareholders do not like voted you out and there is generally a reason and that reason yeah, we'll get to is usually pretty obvious. So this is weird. That's a revolt. And then also at Nike, speaking of large golden hellos, so they have a new CFO, David Denton. He's getting up to fifteen million dollars in cash, which is unusual. Usually it's equity. I highlighted this because the the golden hellos we're seeing for CFOs is ridiculous. But the other ridiculous thing is the churn, the CFO churn. So David Denton was at Pfizer for since twenty twenty two. Before that he spent four years at Lowe's. This is how it works now. They just jump ship and get massive golden hellows. I dunno, I find it a little distasteful. Well they also get they generally get their options paid, right? Like you know, like any unvested options they usually get as part of the package. Well they they seem to leave right after the the first sort of long term equity package is over. Then they'd kinda bounce. I don't know. Let's speak of dumb money, let's go to our stupid money highlights. Let's start with chair of the board, John H. Tyson. Okay? That's at Tyson Foods. I know you could have guessed that. I guess that's true. Yeah, then that's perfect timing. It's one of the only companies that we cover where the middle initial matters the most. It does. Because John R. Tyson is the convicted criminal, I guess, right? Former chief sustainability officer, now back as director for for no for a reason nobody knows. Listen to this nonsense. And again, you can only figure this out if you just spend way too long looking at filings like I do. Because you had to you gotta pull out some proxy statements to make all the math on this work. Jo John H. Tyson suddenly gets an amended apply. Yes, the other Tyson, yeah. Yeah, exactly. employment agreement that will last for the next three years. His base salary is now at three and a half million dollars. Okay. That's for being the executive chair at a you know at a chicken finger company. But why that's notable is it it's up from 1.2 million. How about that? 1.2 million to 3.5 million. And then his annual bonus target it used to be 170% of that 1.2 million. Now it's 300% of the 3.5 million. I mean it's just just stupid. So he's also getting a one time incentive award cash payment of 40 million dollars. Okay, that's in cash. You don't see that very often. He's also getting extra use of the company jet because Now they're pretending that based on security concerns, that the dude who's the chair at a chicken finger company must use the jet for everything. So he gets total use of the jet all year round. And he gets an additional three hours no, he gets an additional three hundred hours of usage of that jet, even when he's not a passenger. So I guess it's for his buddies and his Right? His golf buddies. I don't know. and then he gets a bunch of other stuff that he never used to get. So, wow, I mean, this is that's a lot. I'm just conf they control the company. He's already a billionaire. his I mean, his grandfather st why are you what do you d do you have a new house that you need to buy? What that? You're asking why does he need so much cash suddenly? I think it's gambling debts. think? Yes. It's gambling debts. so there's that there's that hogwash. And then there's some more hogwash. We're seeing this in this sector, this industry all the time. So JP Morgan Chase continues to shuffle the deck. They promote, they fire, they they they there are new people who might take over for King Jamie. this time it's Doug Petneau and Troy Roarbaugh who are who are promoted to some made up jobs, I think co I I would love to think that. I presidents, they're both co-presidents of something. but more importantly, they're each getting one time retention and con continuity colo one time retention and continuity equ equity awards. Can can it be both retention and continuity? so they're both getting thirty million dollars each. At the same time, two other named executive officers are getting twenty million dollars each. I don't know why they're getting that, just because they don't want to piss them off, I guess. Ca wow. Discontinuity equity awards. So there's a hundred million dollars thrown out at some people for just still doing their jobs, and then yeah. Then I have some more dumb stuff. How about this one? something only I would care about. At Cincinnati Financial, they decided they they needed a fifteenth director. Fifteen. This is their fifteenth director, okay? Yes. And who is it? It's Lisa Franchetti, who has a forty year career in the Navy. For doing their jobs. D did they expand the board to get the fifteenth? At Cincinnati Financial. Yeah, so she was in the US Navy for forty years and now they had to make room for her that's a favor, right? That's like a that's a favor to someone in the community, right? Maybe she's from Cincinnati what is that? Look, I like a veteran on a board. but I also don't like expanding a board and adding somebody who has no background in the industry on the board. fifteen. Let's get rid of somebody. like get rid of someone who's in the Air Force or something. Like have fun with it. and then I'm gonna end with two things that are like kinda smart for this world that we cover. first, AeroVironment appointed William Lynn the Third as a class one director. Here's the remarkable thing. I don't I definitely have not seen that this this year. he's a class one director, which means that his term is gonna expire at the upcoming meeting in September. So right? He's only gonna be there for a few months before shareholders actually get to say I mean I can't believe that's rare. And then finally I just love this one at Revolution Medicines. there's a NEO stepping down. His name is Steve Kelsey. He's gonna he's gonna f retire from his employment with a company effective at the beginning of twenty twenty seven. Wow. Well that's that is weird. And then the company says in the same filing the company currently contemplates appointing Dr. Kelsey to its board upon his retirement. So I like that. That like they never tell you that stuff. They're like, we're gonna think about it. This so you know, if you find some reasons why you might not like this guy, let us know. But we're gonna contemplate this for a while. Even that is a is incredible disclosure. All right, yeah. I like the language. That is that's good. let's move over to our proxy cage matches. We didn't really have much going on, so I just wanted to give an update on some kind of end of proxy season data. This is a r new report from Georgeson. They're looking at yeah, they're looking at ESG proposals. ac and actually ESG proposals. They're actually including the G proposals, the governance proposals. Yeah, yeah. Ooh, Georgeson. they added G in. somebody knows what they're doing. that's nice. So for this year they're down again, down to 710, which is they're this is they're looking at the Russell 3000. down to 710. It was 840 last year and a thousand in 2024. but the it's actually the governance proposals went up. So it's the ENS proposals that are just completely fizzling out. Notably, big jump in proposals for independent board chairs. thanks to the anti woke, I imagine. Yes, y and yes, and I'll get to that. And and the one that the where they're really dropping out, I noticed two pay categories, executive severance pay and clawback related proposals, those dropped from forty five last year to eight this year. So I don't know. Is this why pay is going crazy? 'Cause no one's fighting back against pay anymore or not? It's probably not, but I I mean they could just vote against pay and they they don't really do that that much. They could vote against the pay members of the committee and they'd never do that, so I don't know. Here's the most disheartening part that you alluded to. the haters, we call them the anti-ESG activists. they're being pretty tricky this year. So they are increasing their amount of governance proposals up to 39 this year, from twenty-four last year, eleven independent chair proposals, only one last year. And here's the kicker. And here's what they're gonna raise money on, and here's what they're gonna pretend is is going on, which it's not, is that they're the average support. For all the haters proposals, the anti ESG activists is up to twenty five percent this year. Down up from five percent last year. And that's because they're padding the numbers with these types of proposals that they know that people like. Bugs me. But they keep look, I I it bugs me too, but the reality is they are putting a legitimate governance problem on the ballot at companies. And I and what's fascinating about it is the gap between if John Shavedon puts this on a pro on a company ballot versus they put it on a company ballot, it's the same proposal, it's the same problem, and they will get less votes than Chevedin will. I agree. I agree. For good reason, 'cause we trust Chivedon and we don't trust, you know, the anti ESGs and McRitchie, right. but the reality is are are we actually looking at the merits of any of these proposals in the same way are we looking at the merits of the directors? So you know what? I say I I don't really care who the proponent is, I they can use it for, you know, how raising cap raising their own money later. True. McRitchie too. I here's here's why I care. We both have spent way too much time like looking at the networks of all these hate groups, right? There's like the the the National Legal Whatever Heritage Foundation, the Boyer Research, all these all these dopes, right? There's the seventeen seventy-six foundation, you know, whatever. There's a bunch of foundations that are championing a part of America when there was still slavery or women couldn't vote, right? So the same people are involved with all these lawsuits, all these battles in red states that are that are like crapping on ESG and suing ESG and threatening BlackRock and y you can't have it both ways, can you? You can you can put up a proposal for an independent board chair? I mean that isn't that the bedrock of ESG, that type of thing? That is the that's the capital G in g in governance. Yeah. I I would say so. Yes. So I think anyway, let's move on. so I'm gonna wrap up with the vote results table. Not as a lot of meetings left, twenty-five meetings last week at large cap companies, no wins. let's start with Sherlock proposals. Two were close at Autodesk and eBay, special meeting rights. They're pretty close up both in the forties. other notable proposals. Proposals at Block, that's the Jack Dorsey company. You know, Dopey Jack Dorsey. They had a proposal, establish board-level technology committee. It got four percent support. Why not, though? What's wrong? What's wrong with a board-level technology committee? It could be fun. Okay. And then and then there's like the constant like disconnect that irritates me. So Yeah, where he controls it. 'Cause Jack said no, 'cause he's got all the B shares, so or the C shares, I don't even know. Both Delta Airlines and Dollar Tree both had an act by written consent shareholders proposal. Thirty one percent said yes at Delta, five percent said yes at Dollar Tree. But isn't it the same shareholders basically? Isn't it the same institutional owners? What what? This is what I mean. Like it I don't I don't know how this gets parsed anymore. I don't know who's doing due diligence or if it's done. Well okay. I was gonna shill our product, but I'll we do that another time. let's move on. Say on pay. This is what really got me this week. so irritating. Let's start with CoStar Group, which I alluded to at the at the front of the show. twenty nine percent of shareholders rejected pay this year, forty six percent said no last year. Th this is where it's just like I don't even know if shareholders or IS I don't know who's paying attention to any of this stuff. but So the company basically bullshitted their way into into changing the the the pay practices to appease the the real the the basically the rejection last year. 46% no is a rejection. And some of the things they did is they sort of like vaguely modified things like the the TSR TSR modifier, which we talk about a lot, total shareholder return modifier. like for instance, If they're at the twenty-fifth percentile of the TSR, they still get payouts. if they're at the the fifty percent, they get a hundred percent of their bonus, that kind of thing. Now this year what so though all they did was they they made that fiftieth percent they changed the fiftieth percentile to the fifty-fifth percentile. They Yeah. Yeah, help me out with this, because I have a hard time describing this. Help me out. So wait, just so just so we're clear, just we're we're for for listener. Okay. So i it it was last year, if if the company is in the bottom quartile of shareholder returns, that the CEO would get 80% of their bonus. So they're the worst quartile, they get 80% of their bonus. They changed it this year, so now if they're in the third. Yeah. They would get eighty percent of the of the bonus. Yeah. thirtieth percentile or worse, you get eighty per cent of your bonus. Yeah. Yeah. It it i except it's almost worse because they it used to be a modifier and this year it's an actual payout because they just sort of like they they jerry rigged all of the plan to make it look better, right? So so they changed it for to the direct payout instead of they're saying fifty percent of the payout and eighty percent of the modifier, but those numbers are probably exactly the same. Yes, yes. Yes, and I'll get to that in a second. Well we'll get to the numbers in a second, but but some of it really tweaked me. Like the last year there was a TSR modifier, the max was a hundred and twenty percent of the bonus. But this year it's the max represents two hundred percent payout of the bonus. And they ac and they added something called a super stretch, which is two hundred and fifty percent of the payout. So they're they're changing it but yet they're gaming it so that you can earn even more. but here's look, all that nerdiness aside, because I can go on with this, and it probably doesn't make sense unless you're looking at the table I'm looking at. Here's the end result. Again, 46% of shareholders said no last year, 29% this year after some changes, I guess. Here's the end result for the CEO. His total summary comp this year is thirty six point four million dollars. Last year it was thirty seven point four million dollars. it showed him. His options, he got 90,000 options last year that at an eighty-two dollar strike price. This year he got $114,000 option options, $114,000 at a $78 strike price. So he that improved. He got $80,000 more restricted stock units worth six million dollars more, and his performance shares also increased. He he he got more equity. Yeah, it got better. They changed the name of all the bonuses and the percentiles, and he got the same pay. I mean, l this is utter nonsense. Utter nonsense. I ca I can never get over when you s when you started pulling this maybe two years ago in this show, I can never get over the fact that for whatever reason in capitalism and capital markets when it comes to executive pay, if you perform as well as the Washington Wizards or the Brooklyn Nets, you get which is the worst in the l in in the the league in basketball, you get Makes me crazy. Yep. Which is not well, right? 80% of your pay. If you perform, if you miss the playoffs and you are basically the Miami Heat, if you are the middlingest of middling, if you are the clippers, the LA Clippers, nobody cares about you, you're the middle of the pack, you get 100% of your pay. The bonus is supposed to be a bonus for doing a good job. The word bonus. Yes, a bonus. Yes. Bonus would suggest that. It's extra. But you get all the extra for doing exactly the middlest job you can do. And now they're changing the language, so it looks like you have to do more to get the same, but you don't. So It fooled It fooled seventeen percent of the vote. Right? Which which implies that maybe seventeen percent of the vote is pr you know, there's a lot of push now to use AI to like decide everything, right? And and they all promise that, you know, we got all the data, we got it all figured out, it's seamless, and you know, we don't need analysts and we'll just do it in my garage and you know. But d does not this suggest that if It's it's really I I They got if they lost seventeen percent of the no vote, right? They convinced 17% of the vote that they're not looking at the policy, right? They c they're not looking at the policy. So it it that it definitely irritates me. otherwise, INQ forty seven percent no vote. They had thirty-six percent last year, so you know. and again I should I should add that at CoStar Group, where this irritating pay package changed, right? That I just spent Yeah, nobody's reading. Nobody's reading the thing. 10 minutes poorly trying to explain. The average vote for the entire board was 98% yes. They didn't punish anyone. directors. we had some we had some high votes. Viva Systems, the co founder, Matthew Wallach, got 36% no. And I think it's because of this funny, this this funniness in the in the proxy. He was he so he was the co founder, right? He was the Yeah. It's unbelievable. They don't Co-founder and president of the company between 2007 and 2019. But the company decided that the that he's independent under New York Stock Exchange listing standards. they said, well, yeah, he's a co-founder. He has not been employed by the company for over six years, and he is financially and socially independent from Viva and current Viva executives. But guess who else is on the board? I like that. the other co-founder and current CEO Peter Gastner who's been there since who's been there since 2007 and the chair Gordon Ritter has been there since 2008. So yeah, he must be, he's socially independent. Yeah, from the yeah. They never socialized. They did not hang out. He actually he hates them. He had to sign an affidavit that said, I have not invited them to a barbecue in six years. Socially independent, d I think because because the nature of that language, socially independent, like the as opposed to socially dependent, which would mean I I I don't go out unless unless Gus invites me. Like I don't that's What I mean Jesus I so I We've never seen that term, right? Yeah, what is that? COVID? D yeah, your your husband. Yeah. Hey, that's a new term. But Cheryl has picked up on the nonsense, but not enough of them. Thirty six percent no. That should have been a eighty percent no. ver The vote predictor model, free float vote predictor model had him at a sixty where is it? Sixty percent probability that he'd get more than twenty percent against. So they had him at a ther seventy four percent vote. I don't know why, but that's what the predictor model had him. there you go. Well, you might want to look deeper in the data. Did did MSCI correctly mark that he is a former executive or co-founder? I don't know. I mean it d they won't tell you he's a former co-founder, will they? Maybe they will. Cause that's an that that's important for that. moving on to Virtiv Holdings. Joseph Van Okay, well here's here's this is what's interesting. Joseph Van Docum, forty six percent no vote. Now His reason is I think is that he's the chair of the nominating committee and the board has one woman. Do we think that's the reason? Is it possible? Okay. I mean, it's possible. It seems unlikely in 2026, but I'm not saying I'm not saying it's not. That's what I'm thinking, right? Because a lot of people have pulled back from caring about things like that, right? Like women and people of color. So I don't know. But but this next one we can be assured is we definitely know. At Expedia Group, Alexander Wang. He's the 29 year old chief AI officer at Meta Platforms. That sounds like a guy I do not I I want to be. socially independent from, right? He got 47% no vote because the quote from the the proxy, each of our current directors except for Mr. Wang attended at least 75% of the meetings. Now Wang he's 29. He should have the the energy to attend meetings. They only had four board meetings and this guy couldn't show up to Yeah. We don't know how many he showed up to. We it it's a maximum of two. But again, that that that board in attendance thing, that's important to people, right? Yeah. They don't care about the the the potential the the networking capability of having the meta platform, you know, head of AI. They just wanna know, did Alex show up and what kind of hat was he wearing? No. let's come back to that. 'Cause They don't want to know his social independence or dependence. and then I'll wrap on this. once again, I don't I don't know if you covered this, but we'll probably maybe I'll cover this on the crossover show we're gonna do with Mike and Ann coming up soon. But once again, a lot of high votes withheld for directors on classified boards. I picked out six out of a quarter of the companies I looked at this past week. High votes against directors on classified boards. and then finally we have Looking at the meetings coming up next week, I don't know if we're still gonna be I don't know we're probably won't have a show next week, but yeah. So next week is the Ryan Cohen week, I guess. Game both GameStop and Chewy have votes coming up, although Ryan Cohen I think is completely out at Chewy. But the stuff at GameStop is crazy. the the story this week is that The week after, yeah, we'll have a show. He has voluntarily decided to take away the he had a $35 billion pay deal that was up. It was like an Elon Musk-esque deal for $35 billion. And he says, okay, I'll give up on that if you if you still let me buy eBay. I'm still gonna try to buy eBay, but I'll he's voluntarily anyway, that's what's going on at game. Yeah. I am going I promise to give up the money I haven't made in order to buy something I want. Yes. This is the problem with letting Elon Musk go nuts because now it's just like a wild west of stupidity. But anyway, that's all I have. I'll hand it over to Matt at the big vote. What are you looking at? All right, I'm gonna look at director vote discrepancies between twenty fo twenty five and twenty twenty six. So this is a really simple process for me. I went through and I looked at who had the biggest drops in vote votes for and who had the biggest jumps in vote four in in the last year. And I wanted to know why. And we'll just directors only, directors only. Ooh. Directors. It's directors only, right? Okay. We'll just start with the biggest biggest drop. Effectively, sudden spike in votes against. The biggest drop in votes for came from Jabele, the company Jabeel. Jabel it had two directors who were among the largest. It was John Plant, 2025, we got 39.5% against, in 2026, it was 84% against. Yeah, I remember covering Jabil, yeah. Yeah, I would vote against a man with a I mean, imagine a personality of the guy named John Plant. Yeah, not well, it would have been worse if it was John House plant, but plant could be anything. he's on the audit committee. The vote predictor actually suggested a seventy three percent four, so there was a strong chance of getting a big vote against, but not this big. Can't be great. Okay. That's a lot, yeah. Yeah. But that's still that's that's significant. It's l eighty four percent against. You're you you should be gone, right? Yeah. Okay, well that yeah, but that that's that's such an outlier that I don't think the vote predictor ha can handle cases like that, right? I I I yeah, i it it it basically says that that happens once a year for you know, like n Yeah, it's like seeing a it's like seeing a female CEO at a Fortune five hundred company. It's just so mind blowingly of an outlier. Yeah. Who's also happens to be a female leprechaun? That's probably more likely. NV Tia Garajan Garajan was six percent against last year and 69.7% against in 2026. they are nom and pay committees, both you know, by this is not a classified board, this is not dual class. Sure. I don't know what that is. it's a man. Got it. wow. This is not not even plurality voting. They have plurality voting, but only during a contested election. This was not a contested election. So they were forced by company bylaw to submit their resignations. Their resignations were drum roll rejected. I mean they obviously were rejected, yeah. It quote in making its determinations, the NCG, the nomination and corporate governance committee, and the board each considered a number of factors it deemed relevant, including each director's attendance and engagement, overall qualifications, contributions to the board and its standing committees, and whether acceptance of the resignation would be in the best interests of the company and its stockholders. Yeah, sure they sure. Yeah. Yeah. I don't buy it. I don't buy they actually look into this stuff. Release the release the report and the data. Well, this is a s this is a straight attendance vote. From the proxy itself, Messrs. Plant and Tia Garajan attended less than seventy five percent of the aggregate board and committee meetings on which they each served during the fiscal year twenty twenty five due to coinciding professional responsibilities. okay. Got it. well then you don't have time to be on this board then. That isn't that it? That's the whole thing. They said they said in the eight K, in considering attendance and engagement, the N and C G committee and board noted that both Mr. Plant and Mr. Tiagara Jan historically maintained strong attendance records prior to the twenty twenty five fiscal year. Yeah. Yeah. Step down. so it's kinda like if if I got like arrested for murder, I could just be like, Well, I never murdered before this year. Yeah, so give me a break. But I didn't do it before this year. I Jabel directors hit 605 on TSR, which is good, but 348 on earnings, which is less good. they had the most we actually highlighted Jabel as in the top ten of most overpaying boards from our April 3rd proxy countdown. so this is interesting because they their votes were just you didn't show up. is that right? Interesting. Hm. You'd think that you'd think that'd be enough to move on. Right? That's that's the vote, attendance vote. I mean, I g look, I get that that's the lowest possible bar you could have. Go to the meetings, right? Like the can't you just z call in to a conference call? You couldn't. And if Let's not forget yeah, I was gonna say let's not forget that in a poll of directors th it was like ninety percent said at least one director on the board should be fired. So here you go. Here's this here's your dream come true. Yeah. You might have two here. The second biggest was Sanmina, Mahili Senkarin. She got forty three percent against again attendance based, one point three percent against in twenty twenty five. She has a two year tenure, nom committee founder led totalitarian company, and she's staying on the board because Okay. Attendance. So these aren't so exciting discrepancies. yeah. I get that. She I mean it wasn't a majority, so she's staying on the board. Well, I g I get that one 'cause at least the company can be like, Look, we're not gonna bullshit around. I w we don't care what the shareholders say, right? I mean I control the vote, right? Yeah. But they should at Pediatrics, where John Starcher had 36% against because he also failed attendance and 1.6% against in 2025. He has a six-year tenure on the pay committee. Look, I looked at all the biggest like drops in support, all of them. And for the 2026 voting. And the lesson is really, really simple. Investors Wow. Go to the meetings. still only care about attendance. That's literally the only thing they care about. Now Okay, but y y now I I'm sure you I look, you couldn't have covered this when we were looking at the data 'cause you can't know the answer to this, but why the huge discrepancy even within the failed attendance? W why does John Starcher get thirty six percent against while John Plant gets eighty four percent against? Because very clearly th that when you look at the investor mixes at these companies, like the investor mixes will determine just the level of caringness about g care carefulness of the of the attendance vote. It's who tracks ISS and Glass Lewis and who doesn't. In fact, you could say probably is a rough proxy. Okay. Of caridum? Okay. Curiosity? Okay. Got it. If any in director fails attendance at a company and they are voted out, the majority of those investors that own that company stock just listen to Glass Lewis and ISS. That's probably as simple as it is. I look, I know the geniuses at Free Flow are starting to work on the the idea of adding a a proxy kind of what do you call it? A proxy voting recommendation within the platform. Hey, give give them a choice. Say I don't care if they miss attendance, right? You c I the investor can put it right in there. I don't care. Who cares? I in fact, though the the early versions that I've seen is strictly based on performance and and independence and things that actually matter beyond did you go to the room? Because right now these votes are utterly uncorrelated to performance. Directors get votes for showing up to work, not doing the work. Right. Well that's the thing. Well that's the thing. And and I and I wish there were there there could be a push to say, hey, if you reject this vote, give us the report as to w why you think that this director is is more valuable. Like like what prove the the value of this person beyond like anecdotal evidence. I just want I just wanna live in a world where we we are like constantly told a w for something. Like w when we went to work at a massive corporation in like in middle management, imagine if we showed up and sat at our desk all day and expected our full bonus. That is exactly what these directors are doing. That's the bar, I should say. That's not what they're doing. That's the bar they're held to. The bar they're held to Held accountable for something? Yeah. We did. Yeah. I did. Yeah. Yeah, except they're not middle management. They're the directors of major corporations. Yeah. It's I but I don't understand the disconnect. Like every one of these investors has a job and is has middle management. Would you allow an employee at your own company, whether you're an asset manager or a pension fund, to show up and stare at their s computer screen nine to five, go home and expect to get a check? Would is that the standard you hold them to? Why do we hold directors to a different standard, a lower standard? Right. Yes, I guess I guess it is. I don't know. Protected class. Protected class. What else do you have? the other just other notable ones on big drops. I think there's a free float effect here. Adobe's Dan Rosenwig, who do you remember our show? We did a show on Adobe. We covered Adobe. We suggested that you vote against Dan Rosenwig. In fact, what we said was, quote, Rosenwig because they vote against Rosenweg because they quote need change in a new era. Rosenwig is also on the nom committee with no plan. Yeah. I do remember this. The succession plan after seventeen year tenure too close to Narayan, the the CEO. Yeah. Right. We ha we hammered them because Adobe does like sort of s seem like a dinosaur and Narayan stepping down and they don't even have a succession plan in place. Yeah. So we hammered on Dan. And they don't have a succession plan. They don't know who they're gonna choose. And like the half the board's been there for fifteen plus years. Like you didn't see this coming. Like easy vote against. Rosenweek this year went from seven percent against in twenty twenty five to thirty-one percent in twenty twenty six. I'm calling that a free float effect. Yeah. Easy vote. Easy vote, no. Well look, just look, they they can't prove anything but there it is, but so we'll take the victory. We'll we'll just say it's because of us. It's because of us. I'm gonna take the victory lap on that. The second thing that's notable in the particular for the for the changes here, men might be slightly better off than women. The average vote dealt for men was basically the same over year over year. Your votes are on average roughly the same every single year, which which you'd expect given the way investors vote. Yeah. Same. 'Cause they're men and they're just the same great man. Is that what you're saying? yes, they're all one man. but the vote dealt for women was actually a slight degradation. There were the point two percentage point change in n you know, when we talk about ninety six point three percent four versus ninety three ninety six point one percent for four it's a little significant. You're talking about such small numbers. Is that okay. Is that significant? Maybe it is significant. Yeah, maybe it is. Yeah. So it's so it's ten times that of men, is that what you're saying? Well that's that seems yeah, it's something. Yeah. That that's exactly what I'm saying. Ten times worse than men. That's something. All right, and let's talk biggest improvement and and and then we can get out of here. Biggest improvement. These are last year they got a lot of votes against and this year they have not as many. Okay, I like that. Yeah. From failure to stardom. Netflix number one the number one change Jay Hogue, the twice deposed director at Netflix. yeah, I know who you're gonna say. Yeah. Yeah. Formerly lead independent director, now he's the chair. He gets promoted too. Yeah. Now the chair got a promotion. Last year vo Hogue was voted out. It was seventy-nine percent against. Seventy nine percent. His resignation was ignored by the board. He it was due to attendance failures. By a lot. Right. Yeah. That's massive. A and a history of ignoring shareholder votes. Well, that we assumed was layered in, right? Like we assumed that that was part of it. This year, 2026, the same exact Jay Hoag showed up for all the meetings in 2026, still didn't doesn't listen to investors, still has a 21 year tenure on on the Netflix board. This year, 7% against. From 79% against, ignore the res resignation, just show up to one more meeting. Yes. Yep. Well, this isn't over because he's kind of flip flopped his whole career. I I I would guess that it's gonna be bad again, either next year or the year after. It's he just k it just keeps going, it keeps happening with Jay. You get seven percent against. I just I don't understand. Like d Hogue is also on the boards of Peloton and and Zillow. These are not high performing companies. They're like these are not high performing companies. He's in fact at Peloton, the Free Float Data has him as a dictator. They have him with more than 50% of the influence because he's board chair and he has he is the director at Two dying two dying internet companies, yeah. No. Really? The company, the asset managers that have the controlling stake in Peloton. This is Peloton. He is a director at the asset managers, and he has quote disclaimed ownership of those shares, but he's the de facto in charge of Peloton. So like I but I don't understand what in what do investors need to be like, okay, we voted you out, you ignored our vote, we voted you out. which which one is that? This is Peloton? Right. Yeah. Interesting. Twice you ignored our vote. Twice. At what point do investors say, okay, you need to leave? You actually need to leave this. We've asked you to leave twice. You've stayed twice. You're not it's not like things are improving. You keep getting job like promotions. He's the perfect example of where is where are investors? Yeah, just get out. Go. Not to mention that don't they have two co CEOs on the board at this point? So do you need like do you need a third guy who's who's like that powerful on that board? I mean, how is any actual independent oversight gonna go on with those with like three extreme and I'm not including Reed Hastings anymore who's leaving the board or maybe already left? How how is anything gonna get down with th with three such powerful figures on that Netflix board? And Reed on the speaker phone, by the way. You know he's gonna be listening in. Yes. I I have no idea. he's definitely not gone. the other two that are worth mentioning here are A.O. Smith and Air Products. AO Smith, Martin Lois went from nine percent against got nine percent against this year from thirty-seven percent against last year. At Air Products, Dennis Riley 38% against last year, 1.5 this year, Paul Hillal 39% last year, 2% this year, Andrew Evans 29% last year, point. Okay. seven percent this year. Now, correct me if I'm wrong, these two companies ring a bell. were there other things going on there? We covered AO Smith a lot. Okay, so you're saying that in twenty twenty five that was activist behavior happening? Both were targeted by activists. So that rolls into the lesson, right? In investors, the biggest lesson to takeaway for vote improvements was investors only care about a thing for one year. They have zero memory of whatever happened last year. Jay Hogue, multiple votes voted out, fails attendance, they vote against him. This year didn't fail attendance. The only thing they care about is you showed up. They vote for you. Last year at AO Smith, Go ahead. Okay. You're right. And air products activists cause due diligence to happen at these companies. Both investors and ISS and Glass Lewis decide to actually look at those companies. And the due diligence, then, like it was with Disney and Nelson Peltz, is totally ignored the following year. You have a director in Andrew Evans who was almost 30% voted against last year, 0.7% against this year. Mm-hmm. Exactly, yeah. Three directors still on the board, same exact people, same exact thing. In fact, I looked at the TSR of these companies. At AO Smith, the the the they're negative this year. They're not better. They're worse. At they and there's no improvement at air products year over year. That's the relative to the SP 500. So not only do we not remember a thing from year to year, as soon as the activist leaves, or Mm-hmm. that the the campaign is over? We just vote them in like they're everybody else. S they're the le There there yeah, there is no there is no world th this might be the number one like pet peeve of of this world that we cover. There there is no way that a ISS and it's not just ISS and Glossolis that just happen be the biggest, right? So that's why we're talking about them. There but there is no way you could recommend a negative vote against a director one year and the very next year determine that everything's fine. That they're totally fine. Much less Unless like unless there's been like a d a drastic board refreshment or change, but that's not ever really happening. Like at like at Disney, nothing really changed. I mean, like I I would even I'd be okay with it if returns jumped or like you know, like they came out with some new strategy that like was highly, you know, re s received or but nothing happened. The lesson is investors are clearly not targeting directors for performance. They are clearly just targeting some sort of check the box. There is no due diligence. But they don't yeah. yeah. I wonder if part of it and I don't know how ISS and Glass Lewis work, especially with the data that they show their clients, but I do remember while working at the mothership, as you call it, that the data ver the the data that we interacted with really was kind of a w one year snapshot. You didn't really actually get a sense of the history of anything. I wonder if that's part of the problem. Is that history is constantly released r is erased at these companies. I it Well, the the the other notable thing I wanted to mention, what is it's probably part of the problem too, because these like I said, these these votes are not director centric. They're basically they're not person centric, right? Like they are they are company centric and they're one year because Bob Vitali, who's on Bell Ring Brands, Post Holdings, and Energizer, twenty six percent against at Bell Ring in twenty twenty six. That's down from eight percent against in twenty twenty five. Yeah. Company centric. Right. He got seventeen percent against at Energizer, which is up from twenty five percent in twenty twenty five. He got he they did it liked him less last year. And he got one percent against at post compared to two percent in twenty twenty five. Right. So you're saying that that yeah, investors don't actually make a they don't make a coral they don't actually think this is the same person. They don't care. They don't care about Bob Fidel. Yeah. This is so stupid. Yeah. They they don't care about Bob Vitali. They just look at the one company in the one year and the thing that's happening, which is so disconnected from reality. These are human beings who are good or bad at jobs that like you the likelihood that's like, you know Right. Hey, it's a fair point. I I o I'm only saying interrupting you because there is a stupid story going around the media today about a woman who works at JP Morgan who stole a trash can during a Knicks parade or whatever, and she got fired. So right? So why wouldn't you trace the so why w w if w is why isn't it important what Bob Vitel does at post holdings versus Energizer? Why c you know what I mean? Why isn't he I mean clear I mean look Responsible for his performance. If you apply to any job, you have to go get a background check to make sure you're not a felon. Why on earth at at boards do we not have some minimum standard for job performance everywhere you've worked? Like if you stink or investors hated you in one place, why do we not even do that as a basic background check? Like, did you what's the mag like the first question you should ask as part of if you're a nom committee chair is Mm-hmm. Yeah. What's the percentage votes against you've ever like the maximum per votes against you've ever gotten and why? Because you you're hiring a person, and if you're an investor and you're voting against them in one place and for them in another place, and you're voting against them in that place because an activist said you suck, right? Like it it's really weird to think that like Yeah. Right. It is weird when you think about it, yeah. Paul Halal got thirty nine percent against at Air Products. If Paul Halal is on another board and gets one percent against at that other board, are you not connecting the fact that that's the same human being and an activist said you suck in this place, but you're like they're just not the act there's no activists at the other? That's crazy to me. So, yeah, those are my those are my big lessons for the year in voting. No, they're not. They're definitely not. Yeah. I was gonna say I think I think what you're saying is that if Paul Halal steals a trash can like at AO Smith, he should also get fired from air products, right? That's that would that would be what I assume, but I don't know. But let's not but yeah, but it doesn't matter if you don't show up to your job, but if you steal a trash can, that's that's important, right? Stealing a trash can. In the corporate world, that's the line. Imagine stealing a tr a tra why would you want a trash can anyway? It's disgusting. All right. I I don't know. You're gonna lose your job is what you're gonna do. At at least at Jamie's JP Morgan, you're gonna lose your job. That's the proxy countdown for the week of June twenty sixth, twenty twenty six. That's where I that's where I draw a line. That's the line. What are you gonna do with the trash can? Where are you gonna put that? Join us in a few weeks when we jump back into the alternative democracy pool. Forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward band-aid, trash cans? I don't