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Business Pants Jul 03, 2025

Buffett donations, Bezos’ nuptials, racist investors, and Musk is sorry

Discussed in this episode

Show Notes

Story of the Week (DR): ‘Merica: Elon Musk says he'll form the ' America Party ' if Trump's 'insane' spending bill passes Trump says he'll 'look' at deporting Musk as feud reignites Buffett donates $6B in Berkshire stock to 5 foundations: Lifetime giving tops $60B MM 9.43 million shares to the Gates Foundation 943,384 shares to the Susan Thompson Buffett Foundation; 660,366 shares to each of three charities led respectively by his children Howard, Susie, and Peter: the Howard G. Buffett Foundation, Sherwood Foundation and NoVo Foundation Mark Zuckerberg sees 'the beginning of a new era' for humanity in superintelligence Tech Workers Say They're Rapidly Being Replaced by AI Burger King to roll out 1,900-calorie 'yokozuna' burger in sumo collab The 2,590-yen ($18) Baby Body Burger features five flame-grilled beef patties, four slices of bacon and four slices of cheddar cheese Jeff Bezos and Lauren Sánchez's Extravagant Wedding Sparks Global Debate on Wealth Inequality The reportedly $50m affair booked all nine of Venice’s yacht ports, closed parts of the city to the public and forced the relocation of hotel guests to make room for the happy couple. Though Sánchez claims to be “dedicated to fighting climate change”, and Bezos has called the issue “the biggest threat to our planet”, their guests arrived in the City of Bridges via 96 private jets, the most carbon-intensive mode of transportation. If Caitlin Clark’s worth a ‘billion’ to WNBA, why is she paid only a fraction of that? $78,066 Average annual salary for NBA players during the 2024-25 season: approximately $12M Goodliest of the Week (MM/DR): DR: Zohran Mamdani’s victory in NYC mayoral primary leaves Wall Street 'alarmed' and ' depressed ' MM MM: EU Regulators Propose Integrating ESG Risks into Stress Tests for Banks, Insurers DR This might be the realest use of ESG data ever Assholiest of the Week (MM): Jeff Bezos Jeff Bezos and Lauren Sánchez's lavish Venetian wedding by the numbers Jeff Bezos Planned $5.4 Billion Amazon Stock Sale on Wedding Day Amazon deploys its 1 millionth robot in a sign of more job automation Disabled Amazon workers in corporate jobs allege ‘systemic discrimination’ Proxy season Better than expected, but uncertainty remains: The 2025 US proxy season Here’s the summary: The number of shareholder proposals are down in the US But investor support for the non anti-woke proposals remains steady at around 20% in favor, which is great No actions by the SEC have increased in number, but not percentage holding steady at 69% rejected, but companies are still listening to investors through engagement Not in the summary: NOT SINGLE MENTION OF A DIRECTOR VOTE Director votes make up 98% of global voting - 98%! And proxy season is only shareholder proposals and the anti woke? Are you fucking joking? No mention of the average approval for directors? No mention of the rise of activists - this is the most active year for activist investors in recent memory? Mike Levin has been cataloguing it on the Shareholder Primacy podcast - more activism, larger slates, more wins? Isn’t the story how ISS and Glass Lewis ignore directors unless there’s an activist involved? Or that views on how to measure director performance are shifting? No, the constant story we hear is about the 500 or so shareholder proposals that happen - not the 80,000 active directors that get a vote Investors are racist Philippine corporate governance hindered by highly concentrated ownership, OECD says CONCENTRATED corporate ownership, particularly among family owned listed firms, undermines corporate governance, the Organisation for Economic Co-operation and Development (OECD) said. “These ownership structures often blur the lines between ownership and management, which can lead to the appointment of successors based on family ties or loyalty rather than qualifications, increasing the risk of poor leadership and weak oversight, It said such controlling shareholders may choose to benefit themselves at the expense of minority shareholders through related-party transactions, asset transfers or the appropriation of company resources for personal or familial use. The OECD said corporate governance weaknesses and concentrated ownership structures continue to weigh on investor confidence in some Asian markets I read the Sweden report - Sweden is majority dual class shareholders held by foundations, with power concentrated amongst white men even though they mandate 40% women on boards Minority shareholders basically have no real rights, as the companies are owned by a web of family and foundation interests - but OECD said: … a shareholder with practical majority control of the votes in the company can exert significant control, but also that efficient governance requires there to be a shareholder, or a coalition of shareholders, that monitors the company, engages with the board, and proposes and votes on important matters such as the election of board directors. Dual class share structures have been allowed in Swedish law for over a century to facilitate such engagement. Extensive individual shareholder rights, allowing any shareholder (regardless of the size of their holdings) to add items to the agenda of the general shareholder meeting, to ask the board questions at the general shareholder meeting, and to challenge a decision by the general shareholder meeting in court (with the court being able to invalidate a decision and even replace it with another). So it’s ok in Sweden for the majority of the market to be controlled because shareholders can go to the annual meeting and complain without power, but in Asia where they don’t bother pretending it’s bad? Companies are fucking with your votes Press Release: Deirdre Stanley to Join PayPal's Board of Directors - Jun 24, 2025 Increase board size, add person… 19 days after the AGM No mention of expansion in the proxy, no mention of Deidre Stanley Data I have on executive searches suggests it takes an average of about 220 days to find a CEO - assume that it takes 50% of that to place a director That would mean PayPal likely started searching for Deidre to join the board at the beginning of March this year The proxy came out April 21, 2025 - for nearly two months, PayPal knew it would expand the board and add this person, but it never mentioned it in the proxy or allowed investors to vote on their own representation? I ran numbers on how often this happens - companies fucking with the timelines to add directors to their boards without votes less than 30 days after the AGM. If you want the full numbers, go download our Proxy Countdown show, but here are the highlights: In the last 5 years, it’s happened 247 times - at more than a dozen companies, it’s happened more than once At Rockwell Automation, this happened EVERY YEAR for THREE YEARS - they paid a person without a vote Headliniest of the Week DR: People Are Being Involuntarily Committed, Jailed After Spiraling Into " ChatGPT Psychosis " MM: Elon Musk Says He Is So Sorry for His Horrible Behavior Who Won the Week? DR: Charlize Theron: “I think we might be the only people who did not get an invite to the Bezos wedding. But that’s OK because they suck…” MM: As we barrel towards a country that throws the elderly, disabled, and children off of healthcare and denies food access, there can be only one winner. Bacon. Like, real bacon. Kraft Heinz recalls more than 367,000 pounds of Oscar Mayer turkey bacon over listeria concerns Predictions DR: Charlize Theron is forced to marry Kimbal Musk in order to maintain her American citizenship MM: Joe Gebbia, who is now on both DOGE AND the Tesla board, resigns from BOTH simultaneously, saying, “I can’t be bought”, right after he sells the 4,000 shares of Tesla he got as part of the board at a nice price of $64/share and nets $1.1m

Transcript

On the theme. Know, we're the July 4th music. Come on. This is the July 4th. Live from America Park. Finally, they found a park. So, good. They called it America. It's a business pants. Friday show. Here at July 4th Studios featuring analyst Hall? Matt Mascari Yeah, this July 4th are we declaring independence from the elderly and children? On Medicaid. Uh, oh, good point. Yeah, that's a fight. We finally broke free. On today's patriotic, weekly wrap up, America, America and something about ESG data. Oh, the last part's lame, Our show today is being sponsored by the very patriotic free float, analytics.com. The only platform measuring board power connections and performance for free. Now, that's not very, American know, you know, what the American part about that is, Is there anything more American the complaining about the vote? And that they give you the data for the vote. You no longer have to complain. Yeah. We're actually measuring the meritocracy, which isn't what everybody wants. I mean, this is it. It's, it's the corporate democracy participate. It's all it's yeah, it's the so American. Yeah. Can we stop talking about America, or do you know a lot of Americans? Yeah, my whole my whole thing is America, my oh no. Let's get through the week then and here's your patriotic music. Oh, there you go. Thank you. In order of the fetid year that is 2025 very American 20205, with Trump 2.0 and some, some horrible Bill about to be passed through Congress. I, I went through all of her headlines this week, Matt. And I just, I just picked the ones that just they just screamed America to me. Oh, it's a good week for that, right? These are the most American headlines. I got, I got a bunch of them, but I'm not gonna speak a lot about them. So, I'm gonna actually give you A very American patriotic headlines and then you can tell the world which is the most American. The most American. Oh, it's like a game inside. A game story of the week. Is it going outside a game? Okay, there we go. All stories from this past week. We gotta start from the top this really inspired this this week, but Elon Musk says he will form the America party. Yeah, if wait American South Africa, what whatever America party if Trump's insane spending bill passes, which is about to do. So we're about to ostensibly, we're about to get a third party, which will which will ensure that Democrats win every election forever. Is that what Elon Musk is trying to do? I like that, that really a liberal. Is that what this is all been about? Well, so no. Oh, Forget, I don't know what's the America policy. America party policy platform. What was just gonna siphon off like some disgruntled Maga? Republican title gonna get Elon Musk now too. Isn't it? Just isn't it like, seven billionaires? That's the American Libertarians. It's the whole party next Barry American headlight. Hotline of the week. Trump says, he'll look at deporting musk as few to reignites. That's so America, isn't it? Just kick him out. There is nothing more American than deportation. I kid you not met the, the winner of the Democratic Primary in New York City. Zoran mondani, they're already threatening to kick him out. This is where everything's like a Simpsons episode. Now, everything is just ridiculous. It's just like, we're just gonna kick people out. We don't like you just kick you out. I actually I believe that it's autocracy that's that's for Terry and regimes. I believe that's what that is. And you know what? There was a bunch of foreshadowing about this because remember when Obama first one wasn't that basically what Trump was trying to do was was yeah then like he spent the next eight years. Yeah, he wasn't from America. Yeah. How about this very American headline? Warren Buffett donate six billion dollars in Berkshire stock. This is the best part of it to five Foundation. Listen to the five Foundation. I went, I went down this Rabbit Hole. I went on a deep dive. This is so American. We'll start with the big winner by far getting getting the vast bulk of his fortune is is of course, another CEO Bill Gates, The Gates Foundation. Yeah, there you go. And then We have four foundations, all related to Warren Buffett himself. We have the Susan Thompson, Buffett foundation and we have the three foundations led by his children, Howard, Susie, and Peter. So this is so American right? You donating to yourself and to another CEO. Here's the part that here's the rabbit hole. I went down, I actually looked at each other. Yeah, go ahead. Even each of his children's foundations to see where they give money. 90% no joke. 90% just goes to Omaha Nebraska. There are really. They're giving to hundreds of Charities and libraries and school like a middle school like in Omaha. So effectively what you're saying like is it like Oz I might be like what you're basically saying is like the billions and billions and billions of dollars that we have like the untold vast sums of money that we said we Were going to save people with because there were foundations. We're really just saving Omaha Nebraska. And number two, the Sherwood Foundation which I believe is Susie's Foundation. She pays herself 600,000 dollars a year to run the foundation. Does she need that money? Does she? I don't think so. Does she come on? All right. That's very American. Here's how about this other. Next American, very American headline. Mark Zuckerberg, you know, the famous College Dropout. He sees the beginning of a new era for Humanity in super intelligence is very American to just have that level of ego. That, you know, you're you're creating super intelligence for Humanity. Isn't that very American? It's very American to me. Is that American? Yes, that sounds like yeah. Just super villain from a very male. I don't know how about this. Very American headline Tech. Workers, say they're rapidly being replaced by AI. I mean, is no isn't America. The birthplace of AI? I mean, aren't we aren't we responsible for the next generation of the world? Yeah, the only reason why we would be the birthplace for of AI has nothing to do with like Innovation and like hubs of, you know, intelligence human intelligence all it's a it's that we are the least likely to prosecute you for stealing everything. And we're the least likely to regulate you and we're the least likely, to, to stop a company from letting one person have complete control over everything. Like, even in China, they're like, there's some things you can stealth and we will kill you if you steal some of the things you can't write like other places. There are guardrails. All right, three more. Very American headlines Burger King to roll out. 1900 calories, you know? I already hate this 1900 Cal. This is the baby body Burger featuring five flame grilled beef patties for slices of bacon and four. Slices of cheddar cheese. Can you explain the baby body burger? What is that? I don't know something to do with sumo wrestling in Japan. Isn't it very American not only to release a 1900 calorie Burger but to export it to some other country that's probably already Healthy. Look it's probably exempt from tariffs so it's probably a win. How this this big story been going around. Very American story Jeff Bezos and Lauren Sanchez is extravagant wedding Sparx Global debate on wealth in a quality. I don't have to go into that. We know what my ass holes of the week, so we can just get there later and finally, in a very American headline that you can only really see in America. Of course, this said headline from The New York Times. I believe if Caitlin Clark, you know, Caitlin Clark, she is the most famously in the world now. Yeah. She's she is electric, if Caitlin Clark's worth a billion dollars to the WNBA. Why is she paid? Only a fraction of that? This woman is a fan on, Matt, do you want to guess how much she makes us a salary? I mean with or without endorsements? No, that's not, that's not a part of it. Because I'm gonna tell you this, the average annual salary. This is the average, not the median. The average salary for NBA players, the men last year was approximately 12 million dollars has nothing to do with endorsements. This is just what they're paid to work for the league. It's pretty good Caitlin. Clark this year is making 78,000 dollars. Oh, only in America would would, would a woman make 78,000 dollars compared to her male counterpart only, I don't want to open up a can of worms here but she's making 78,000 times more than I am. So um, nothing to do with my story. Nothing this. All right, what do you got? What's the most American of these? Holy moly? The most Americans first of all, the 73 American Airlines a very it's a very important holiday weak. I want to go Big only in America. Would you go big? Come on. Look, I'm gonna ignore some Luxembourg where there's two headlines that. Come on, shoot, the musk Trump is not the most America to me that's like two like bitter billionaire type. That's pretty wing is American. But yeah, it's not the most American thing. I hear super intelligence is definitely not American. I don't know if you what America you've been to but I haven't met. Anybody goes yeah it was just the ego of the statement. Yeah, a guy who dropped out of college is talking to us. Exactly intelligent. Thank you the the Yoko zuno burger burger you're selling that they're selling it only in Japan. So but very American to force is not the most American, okay? Can't be leaving us with Bezos and Sanchez. Okay. Big one Katelyn Clark. Making no money, despite being the greatest just because she's a woman. Tech workers replaced by Ai and Buffett. I'm going with Buffett all day long. Really look, the most is American thing is kind of America's darling. They not like I actually had a friend who was like this who claimed that like they wanted to go make millions of dollars so they could donate it. Is there anything more American than going out into the workplace with the goal? Like thinking? I could be a millionaire. I could be a billionaire, I could get there. And when I do, I'm gonna buy a yacht, I'm gonna buy a couple houses but I'm gonna donate most of my money. Yeah. And then as soon as you get to donate your money, who do you donate it to your children's foundations? What if I could see and you want children to realise the children, who aren't even good enough to, to be part of the succession planning of the company. Notice that none of the children are CEO well. But what I did realize is that Howard Buffett does not pay himself, but he is on the Berkshire board. Yeah, so he's gotten millions of shares dollars shares on the Berkshire board, so it doesn't really matter. There's nothing more, American than thinking, like the Pinnacle is making billions of dollars, so that you can donate. It, there's nothing more arrogant in America down trickle down economics. They call that trickle down. So I'm going with that one. Okay, which leaves us with? What are we on to goodly? Is I like how fast we're already going, you know, it's, it's a Thursday doing a Friday show. It's it's time to go fast. I'll go first because yours might mean you need a little bit more explanation. I'm just focusing on the person who's depressed here, the headline is Zoran mom, Donny's victory in New York City. Mayoral primary leaves Wall, Street alarmed and depressed. Yeah, depressed, this is not a political statement of who I support. I just like that. The depressed refers to a quote from Bill Ackman. Oh, no, who was depressed by this, he's already. He's already saying, he's dumping hundreds of millions of dollars into the into the Eric Adams campaign. The guy who is like the corrupt? Yeah, corrupt guy. The actual guy who was like, had enough evidence that, that department of justice lawyers quit when the Trump Department of Justice killed the investigation because they had so much evidence that he was corrupt. Yeah, and the guy who got Claudine gay, the president of Harvard fired because she was letting what every University in America does is she was letting her students protest on something, can you imagine being Bill ackman's shrink like shows up and like that's a very rich person. Yeah but you're seeing on the Cat. Imagine like having to listen to that, first of all you're probably making like 150,000 dollars a year to listen to people's problems all day and Bill Ackman comes in and he's like, God, I'm so depressed. That's that like, Mom Donnie won the Primary, it's so depressing. He just, he doesn't understand us billionaires like, yeah, why he's supposed to represent us billionaires. Not the majority of people who wanted him, right? What is wrong with the New York City Primary system? How come billionaires? Like, Bill don't get, like, Class. B. Voting shares. How come he did. They don't get like a 1000 votes per share. They did, they did like, I think that would be the future, really? Yeah, I do like that. I do like that. He's depressed, that does make. What do you have good? Listen, I have saw this headline, e-readers proposed, integrating ESG, risks into stress test for banks and insurers. Somebody drop moment, right there. This, this is what defines our grand. Only proposing it. But it did make me smile because a stress test. Well, we Were at the mothership and msci for more like a decade, right? Like, yeah. We talked internally all the time about how do we turn Yes, she is just data, it's data on like sea level, rise and data breaches and who runs companies, and all kinds of fun stuff. Yeah, and it's a lot of data. How do we turn all of this mishmash of data? Now they wanted to sell it as a product rating product, right? Like rate a company from a two thumbs up. So yeah, exactly statistical and Ebert of capitalism. Yeah. But we were talking internally about the idea of scenario models and stress tests, how, what happens if sea level rises, seven meters, how, what percentage of your assets are underwater? In fact, we wrote papers at the time, about exactly that we effectively did stress test. What I like, is that 766 and a half years ago when we left the company. Finally, the EU was like, you know, what's an idea that we should try stress tests? I like that. I think it makes me happy. It's validating. Okay. Which one's the good list. I'm gonna go depressed man, right? Really I was gonna go with yours because it sounds like that we're taking something seriously. Oh, okay, we'll go with mine. My, I actually agree with you, though. I mean, I for, you know, I my talking point on this is always the same is, it's it's just a set of data points, representing, potential, long-term risk. Why that F, would you not pay attention to all the potential long-term risk facing your Enterprise? Why would you not do that? And why are we talking about ready for everything? You should be ready for the me, too movement. You should be ready for sea, rise, whatever it is you and your board, you should be ready. And why others are we talking about? ESG as an investing type or solution or something, it's all the information, it's information. Information is an investing type. It's like you use the information to do things like, stress tests and then invest, that's the point. I like it because it actually gets to the point of the thing and it's not as prescriptive as other things. In fact, I read the EU consultation paper and it basically says like look, there's all this information out there, some of its imperfect, some of its gonna be modeled and some of it is good but you need to actually take in the information and test a future assumption with this information. That's the point just like traditional Financial metrics. Yeah. We got it. It's a 20 years, we finally got it. Just like, just like how currently they don't pay attention to every single Financial metric. Correct, they pick and choose what they think is Meaningful to them. Every investor has their own their own method. Yeah. So mine wins. All right, we are making time. Let's go, let's slow it down with some assholes. Oh, I was actually feeling pretty up, but okay, let's slow it. These assholes are actually in our wheelhouse assholes. The first one really needs not much Exposition here. Jeff. Bezos is my first option of asshole of the week, just because these are, these are the four headlines I read in order in your like, so. So, for those of you that listen to show, you know, that Damian pulls like 10,000 news stories a month and calls it down to two to five thousand that are interesting calling. Yeah, the calling is, is barely any of the year. We probably have 12,000 stories that we've read like it is a monstrous amount and Thomas stuff around here in the production documents that we have, that we meticulously maintained for the zero people that listened to the show. These are the four headlines I read in this order, okay? And I was Just jumping around. They weren't actually captured in this order but I was jumping around. These are the four, I read Jeff Bezos. And Lauren Sanchez is lavish Venetian Wedding by the numbers and then it went into a couple of like, how many guests were and like, how much money they think it generated for the Venetian economy and yeah, they kind of stuff they 96. Private jets flew in, they spent 50 million dollars, all that kind of stuff. Yeah all that kind of stuff Jeff Bezos planned five point four billion Amazon stock sale on wedding day. Crazy. So that one so the suggestion there is that he did it like kind of a flex like he's in a cash out on his wedding day. Kind of a celebration, isn't he? He's got a pay for the Venetian wedding. It's probably right like, um, and then I saw Amazon deploys. Its one millionth robot in a sign of more job automation. I don't like that. Yeah. Okay. And then this one is what? Put me into full on asshole territory while Bezos is fucking writing his Like 180 Venetian, boats taking, you know, all the, all the stuff, not only that, but he, he picks the empress, the epicenter of world over tourism. It's this, it's the city that has been that has been most concerned. Most, they've debated this topic for decades now, you know, suggesting that it's it's ruining their Harbors at the cities actually sinking it because of all the tourists, it's the pollution like this. Don't get me wrong. This is the epicenter of debate over, whether overtourism is destroying, you know, certain seasonal cities around the world. Yes, this is the headline. I read it with all that is. The backdrop disabled Amazon workers in corporate jobs. Alleged systemic discrimination. Oh, I mean, waving to his adoring celebrity fans. Yeah disabled. American Amazon workers are saying they are being discriminated. Maybe it doesn't matter anymore because it didn't and Andy, Jesse has been saying the last few weeks that that yes, AI is definitely gonna take over a lot of jobs, so maybe doesn't matter. Yeah, well, it's true and they fired for other reasons, right? Know what it, you know, what's not disabled. Robots are not disabled keep deploying them, right? So what a bunch of fucking assholes. So that's number one, Jeff Bezos write off robots so we can get so we can get sponges faster. Yeah. All in the all, in an effort forget me to get me fucking cleaning supplies that I can get four minutes from my house. Yeah, you could probably shop. You could probably walk somewhere. Yeah, I can literally walking get it. I mean, I'm guessing that 95% of the population could just go walking. Get their sponges, it's unbelievable. All right. Here's number two, number two, slightly longer, but it actually had this debate in pre-production on the TV show. Did we? It wasn't a debate. It was me ranting. That's what it was. But I saw this headline and here the asshole, here's proxy season. Look at the entire property Tire season, the US RCC season or the world has specifically. Okay, because here's was the headline. It was out of responsible, investor better than expected. But uncertainty Remains the 2025 us proxy who expected. What do people expect? Oh yeah. Well, first of all, I don't know who expects what? Yeah, but but here's the summary of the article, I don't think it's better than expected. Yeah. The number of shareholder proposals, were down in the US. Sure. A lot of this is because of no actions, right? Well, I actually said that the percentage of no actions is exactly the same as know. Take away, 60% was rejected and that's roughly level year over year from. So maybe they're just maybe CEO Darren Woods of Excellence scared everybody because that's correct. Sure holders from actually submitting proposals rather than I don't want to be sued but investor support for the not the anti-walk, the anti-walk is a steady like, you know, Two percent that high and it's little, it's less. Depending if you exclude the anti woke ones they were they slip in things that aren't about being woke where it's like AI, you know, reports because, yeah, I reports basically bring up their average, which is by the artist. Yeah, I think but want that. Yeah, but there there's quotes from Morning Star about how, you know, support for these proposals. Her steady around 20%, which is, which is actually Like on level, which means we're on the last few years, right? I mean, not not. This is a recent thing. Yeah, we, yeah, we've reached a new stage of apathy is what you're saying like? Well like we've plateaued in a way. Yeah, we're interested in these things, and that's the better than expected. The fear I should leave here. I guess that the expected was we thought that the support would go down but it didn't go down. It said, about level, it's about the same. Here's how I would, here's how I would rewrite. This headline. It I would call it worse than expected fear and apathy dominate proxies. Well, here was my problem and it's not just this article because I've read a dozen articles about reporting, it's good reporting. I've read a lot of articles about proxy season this year already. In all of them, including this one, not a single mention of a director vote, right? I don't know why that is. Why do we know what percent of the vote is on directors? I don't not one mention. Yeah, we don't focus on management proposals anymore. We don't focus on, say, on pay. We don't focus on directors. It is a little bit of. How do you have a proxy season? Can't like review, where you don't mention the fact that j-hope was voted out at a 71% raise 99%, how dare, and they ignored it. And they just includes the shares held by j-hope himself, and read Hastings. 79% said, no, I mean there wasn't a mention of the average approval for directors. There was a activism in the US. There's a massive rise. If you listen to Mike Levin on our shareholder, Primacy podcast, you'd hear that the number of activists campaigns has grown substantially this year, over every other year. Not only that, they're not asking for one board seat. They're asking for full slates, three, four, sometimes full board slates and their winning Mike Levinson. Talking about this, all year on shareholder Primacy. How about this? Yeah. How they could have mentioned this? Just this week, co-star group, 46% of investors said no one pay 46% and yet the lowest vote against the director was four percent four percent. Wow. I mean, what's that disconnect all about? Where's the story? About how ISS and glass Lewis basically, give some full unvarnished support for directors unless there's an activist involved, in which case, then they say the investor, the the directors are underperforming, they don't actually do a job until somebody somebody else for them first telling argument. Yeah. And, and the constant story we hear instead is about the 500 or so shareholder. Proposals at what, 150 200 companies like it's, it's basically the largest 200 companies in the US, that's it. Well, that's, I guess that Darren would and the anti-esg Brigade has won, because they've put full attention on the Sherlock proposals, right? It's all we talk about now, Charlotte. All we talked about and in the anti-walk that's all they talk about anymore. The Cheryl the proposals because they're basically press releases non-binding. Shareholder proposals is what we talked about for proxy season. Not the 80,000 Global active directors or 25,000 us directors. They get a vote every year. This is the powerful doing. This is the powerful technique of the right? Which is that like you can they look at a call, they pick a college American college and they find one One module in women's studies that they don't like and they say, shut it all down. It's a whole thing is a wolf. They find one little sliver of a class that they don't like, and they think that the whole thing is. No, I'm just, you know what? The asshole here is proxy talking about proxy season summaries of proxy season. All right. Well, I don't think I'm gonna go because I hear come on like this. None of you can talk about people not one can talk about a person. All right, number three. Investors being racist. Is that fun house that? I don't like that one. Well I saw this headline Philippine corporate governance hindered by highly concentrated ownership oecd says, Okay. So the oecd puts out Equity market reports regularly, I regularly ignore them and then reports, I mean Fair they're just not that interesting. They said roughly the same thing every single year and like no one cares, but this one, for some reason, I clicked on it, I opened it, I read the report and then I kept reading and then I kept reading and I got more angry, because here's some excerpts from the report concentrated, corporate ownership particularly among family owned listed firms undermines corporate governance, the oecd set. These ownership structures blur, the lines between ownership and management which can lead to appointment of successors based on Family Ties or loyalty rather than qualifications increasing the risk of poor leadership and weak oversight. Does that sound familiar? Yes, some of that were yelling about every day on these every fucking day. We talk about it. It's in the data and every country and then it goes on to say things like, controlling shareholders may choose to benefit themselves at the expense of minority shareholders. Now remember it's right in the sort of scathing corporate governance review of the Filipino market. Okay. One report over the one report prior to this, the oecd, put out a report on Sweden. Sweden, where the majority of companies in Sweden are dual class. Or owned fully by a foundation. They are family often family run or have deep Family Ties. I did not know the majority, really? It's a near it's a majority. It's like the Dual class is like one of the most common practices for companies in Sweden. I did not know this and in the Sweden report and this is this is a country that's mandated 40% women on boards. But we noted that the fact that women have no power and the part of the reason why is the token men run the companies, right? Like they add women to the boards and give them no power because they run the foundation control, right? Yeah they run the same foundations. minority shareholders have basically no real rights, but the oecd said, A shareholder with practical with practical majority control of the votes in the company can exert significant control. But also that efficient governance requires there to be a shareholder or Coalition of shareholders. That monitors the company engages with the board and proposes and votes on important matters such as election of board of directors. It says extensive individual shareholder rights, allowing any shareholder to add items to the agenda of an AGM. Ask the board questions at the meeting and challenge a decision by a shareholder at the shareholder meeting. Basically, effectively means that they are taking care of their minority shareholders. They gave them a lovely review of their paternalism is fine in Sweden. What the fuck are we doing? It's okay, for Sweden have, that's weird. Like most of its Market be control. Because Cheryl's can go to the annual meeting complain to their faces and get nothing in the Philippines. You know what they do. They don't even pretend they just Don't pretend. This is like the yeah, this is like the colonial racism of. We truck. We trust the the older economies but we don't trust. The emerging economies is that what this is? Like it's a mature economy so they know what they're doing, leave them alone. We think of the American system in particular, like there are more publicly traded companies in the US than any other country. And those come we think of like the American system as capitalism is like officiate, you know, Frontiers and capital allocation and democracy and we have the our companies are like Built to represent the shareholder shareholder interests. When you look at our data, 25% of the US market is effectively controlled by one person at each company. Totalitarian companies. That's our, that's our that's free float data. Free float shows that at 25 things. The numbers 26% of us companies, they are totalitarian So one in four companies are controlled and we're talking about like where the power of God of democracy and governance. What are we? What are we doing here? Why was by this castigating? The Philippines? Maybe I should get it anymore by this and and heralding Western markets. I mean it just smacks of like well shut up and do like real. You can't go and say well they have dual class but they're nice to their minority shareholders. That that's not a thing. It's not real. I will say this is one of the major things that irritated me. First one gmr readings, bought the corporate library and then when msci bought GMI rating was in this in this like overzealous, push to Market and sell everything and put a rating on everything that we expanded, our ratings beyond the US and Canada. And suddenly, we suddenly had this understanding of of every single Market in the world, right? Every Global jurisdiction. Suddenly we were rating every country and it would always bug me. Was this is that is that how the hell we pretending to have? An understanding of, you know, the corporate governance say in Philippines versus Sweden versus the US, it's it's it's crazy. Like we don't and and not only in your right there is a there's a sort of an unintentional or maybe intentional bias here or you might be right just playing old racist lean to to trump it mature economies into into crap on emerging economies, right? Not not only is it like is a bot it's a bias but we build the system around a western set of ideals. Right? Like which which means you've already everything else it looks poor like poor and like all you're doing is checking a box because I have the right if I buy a share of a Swedish company, I have the right to go to the meeting and complain like really, that's the that is that makes them better at corporate governance. Then the Beans where they say, what you've got no rights. Anyway, right. Like, isn't it more honest everywhere else, especially crazy, when one of my talking points over the last year so is that the big threat to humanity? That AI all the, all the major AI companies seem to be highly controlled by highly concentrated ownership, right? Which is the one thing I fear the most is that you have Mark Zuckerberg type types who have complete voting power and yet are releasing super intelligence to the globe. I mean, this is the same thing. I mean, if you look at just us companies the top six, seven, eight, nine, the top nine us companies only Apple Or no apple and Microsoft two. Like so we're looking at seven more companies. Yeah, seven of the top nine companies are wholly controlled by one individual. Thinking about what are we doing? Like like if we know that one in five directors in the US are connected to one another and we're saying in the Philippines that they're like loyalty ties of loyalty or could be bad for succession and stuff and that we're not real research. Oh we're not Hypocrites here because we're on the Forefront of when the board at openai. Tried to remove Sam Altman. Uh, for basically, going against the mission of the company of the organization. We were, we supported that the board in that instance. And yet, you know, the, the entire business where their first reaction was like, how could you do this? They all call it, a failure of governance and they call that like, yeah, like a coup or whatever they were using. All these ridiculous words anyway? Okay. All right, I'm actually vote for this one. What number four? Well, number four. Do we need a four? Well, this one's we're gonna do most of this one. Actually, the data behind this one on another show, so, stay tuned. Teasing, another show. Yeah, we're gonna be out today so you can get it later today. It's, it's the, it's the proxy countdown show. All right, here's what I saw. Well, they asked here is companies, they're fucking with your vote's. All right, where's that mean? Straight up and you don't know it. Okay, here's here's what I saw. Press release. Deer dress Stanley to join PayPal's board of directors. June 24th, 2025. What he cares about these press releases, not a single person, except for you, I know that's literally. You are the one guy who gets this tags it. Whatever. Okay. I at least, can you say at least a applaud PayPal here for using the word join? Because usually they say elected, when no one's that's right, that's true. What PayPal did was they increased the size of the board and they added a person Now what they did is not that interesting in fact who this person is is not that interesting to sort of Interest. It will be interesting that you can even increase the board without shareholder approval. But I mean that's all part of the bylaws. Okay, I get it. I know. But the question to me is not the what it's the when this happened. 19 days after the annual general meeting. Yeah, that doesn't seem right. 19 days. Which means they knew about her before the meeting. There's no Magician of the proxy. There's no mention of a plan to expand the board in the proxy. There's no mention of anything in like amended things, no 8K know, nothing. But these talks had to have been going on before the meeting with the well committee. I actually have data for on Executive searches that shows that for a CEO placement on average in the last five years takes about 200 days till like do a search 2020 days and that makes sense. Because one of the things that in this price Waterhouse Coopers report, the executives are complaining, that the reason why they aren't replacing directors, even though they hate the directors is that they were as it's too expensive. Yeah, and that's why. Right? Let's assume that that's for a CEO. Let's Sumer director takes half that time, we'll be really conservative. We'll say 50% of the time. Write 100 100 days ago, 110 days. I took half of the time and I just deducted it from when Deirdre was appointed to the board. And that actually comes to March. Early March, it's a March 3rd, ish, beginning of March this year, the proxy came out. April 21st. So they had to have started the search for Deirdre Stanley for this board of officially roughly at the beginning of March one and a half months before the proxy comes out. Which means they a knew they were going to expand the board B had a short list of people who they were going to choose for the vacancy all before they communicated to investors. Who was going to be on the ballot this year, right? Rather than put her on the ballot because they hadn't published the proxy yet, rather than put her on the ballot. They waited until after the AGM. To announce her placement. You want to know like this feels like PayPal could be the asshole, but I ran the numbers and this is what we're going to cover on the proxy countdown today. So if you want the numbers behind this, go download that show. The number of times that this happened in the last five years, where a director was added less than 30 days after the AGM of the company, which means they knew before the meeting they had, to have known less than 30 days. It's happened 247 times in the last five years. Yeah. It's, it's significant, not only you circumnavigating, circumventing, the shareholder voice. But you're also letting this person basically be paid a full year's salary without without any judgment upon them yet, right? Like they're gonna collect that money and Equity. Anyway, no matter what happens. Well, it turns out half of these companies are classified boards, which means it's not a full year. Oh, it was for most of them. It's two plus years. Oh before they see their first vote, in fact, at Rockwell animation, which is which is a and we'll talk a little bit more about this on proxy countdown. Iraq, will animation, this happened every year for three straight. Years in the last race. So they clearly they have a system in place. They have basically paying a person. And most of the time they get, they'll get a salary that their salary, and their stock awards will be prorated for their, you know, for the year. But if you joined seven days after the Hem, the pro, right? The pro rata Mount is basically the whole amount is not, there's no Pro rabbit. They don't care what shareholders think. And like the The shares generally vest. Right before the AGM, not one year. So it's not like I have to serve past the AGM. It's your shares. You get a pro-rata amount of shares that vest before the AGM, because if you get voted out, they don't want you to have shares, like lingering in the company, you know, I think all this is cute that you're even worried about this, because the showers are going to support it. Anyway, if they get voted up, like, I feel like investors have no idea how much to come. With them like they don't even pay attention to say because they don't care about directors, they don't pay attention enough to know that. Like if I were a company I just slide someone in the next day, I didn't have to put in the proxy. There's no vote. They get the full amount of pay and guess what? By the time they get there, they've been on a committee for a year. They've made choices and they look like an incumbent and investors are just like what whatever they been here for a year. I don't last year, but I guess they're good and I have to say that since we've been covering this, we've been looking at this for but a month or so. I I've never seen anyone bring this up before. So this is something they've been sneaking by everybody. All right? Those your options. You got companies fucking with your problems. Investors are racist. You've got proxy season, and Jeff Bezos. Well, the obvious answer here is Bezos because it's, you know, it's July 4th and it's just the all the hypocrisy. I mean, that's not forget that Sanchez and Bezos that there, they claim to be the big fighters of the climate crisis, aren't they? Aren't their Heroes? Yeah, there are heroes. Yeah, proxy season. So it's I'm too bored by that. I don't even know how to. Hey, I don't even know who to hate on that one. I don't know who's the asshole I saying, but everyone's awful. I think you're right to point out that we're spending way too much. Time focusing on Charlotte proposals like we should be focusing on it but we need to split the time between that who's execute the shower if they decided to anyway, it's the board and management vote for people. The the company's appointing directors right after the AGM, certainly is compelling, the unfortunate part of this wonderful. Why I'm not going to vote for is that the Cheryl's support them? Anyway. I mean they're support every director unfortunately and Even when they vote them out like, j-hope. Nobody the board, doesn't they don't care. Nobody cares, don't care. So I I find this this one compelling, this this investors are racist from the oecd. This is a topic that doesn't really get enough attention. This tension between emerging and mature, whatever. I don't know why it triggered on me this week. I mean, this has been happening for 50. I just, I like that, you're pointing this out, I like that. You, you dug this up on Sweden, especially knowing that we pointed out for years that the the women on their boards is token representation, they have no power. I just think this stuff. Just is important to talk about important to point out. So I'm gonna, I'm gonna Be yeah. So yeah. Let him be the one. I like this is a good. Sign. This is a good day. All right, usually when you go into a rabbit hole it just makes you more insane. But this one maybe a lot of good nugget here. This is interesting. All right, let's wrap this up at headlines winners for. Thanks God, let's get out here. Give insane. Speaking of insane. Yeah, I kept it short this week. Keep it short, listen to mine. People are being. This is a actual headline from an actual news source. People are being involuntarily committed jail. After spiraling into chat GPT psychosis. Wow. You know what I guess people are spending a lot of time talking to these chatbots and it's kind of making them mental I guess. Well, here's the good news. Yeah. That this thing's only been out for like a year and we're already seeing the horrible, horrible effects, like 15 years with with Facebook and Instagram and social tiktok to realize like how incredibly insanely bad for you and I read that happening fast. This is like this is like the fentanyl of, you know her like to social media is heroin, I'm lucky because I, I was born in Gen X and I read that that the Gen X Generations, like, older Generations that we use it for just, here's how I use it. I'm like, I walked for 20 minutes of my treadmill at three miles an hour. How many steps is that I used for dumb stuff? Yeah well I we have we use it as my therapist I mean here we have like we have Google Home right? Like you know you talk to the thing and we the only thing we use it for is converting or quarts into gallons. It's seriously, it's a fucking timer for our chicken in the oven. It's like, hey Google can you time it for 10 minutes? The timer might be the only thing you trust you should trust because I try to use it to get like market cap information. When I'm yeah data list for the proxy countdown show and I asked it three, straight times. It gives me 17 different answers. Yeah, time. Yeah. My head of the week is Elon Musk, says he is so sorry for his horrible Behavior. That's not true. Is it? He said, you know, remember when he took the chainsaw out he said, oh yeah, someone handed it to him backstage and he ran with it and then glorifying cutting programs that go to poor people. He said yes, and he said it clearly lacked empathy, that's what he said. How the hell is he coming around to this? Now, he's not coming around anything. He's like, okay, he first of all right, now he's out on Trump and every liberal hates him. We've got stickers on cars that say no Elon, right? Like so so what are you really doing? Are you is this the beginning of the apology tour like you try for who? But who cares who's listening to him? Who cares at this point? Like all he does and and not to mention that a year ago on Joe Rogan he had a long rant about empathy is destroying Western Civilization. That's not a joke about that was him. That was him. That was so they both went on there to wax poetic about how basically women are ruining the world. Yeah, empathy for like, you know, dark skinned humans is ruining Western Civilization its, but I saw that headline in it. It felt apropos of the moment, who's your winner this week? My winner is simple. I'll go first Charlize, Theron speaking of South Africa, right? Because that's what we only talk about white, South Africans on the show. Here is her quote. This this quote has been going around because we know we're talking about Bezos this week so why not and it with Bezos? She said I think she was, she was speaking to some of you, she said, I think we might be the only people who did not get an invite to the Bezos wedding. But that's okay, because they suck. Oh well. Lipa, I like that the rest of the quote, and what she said, they were a bunch of woke royalty, okay, whatever. But I just Summoned up all your reporting. I'm summing up all your reporting. They just suck look as we Barrel towards being a country that throws the elderly disabled and children off of healthcare and denies them food access. They're really can be only one winner in my way. And these are this is all the thousands of headlines that you pulled for this month. There's only well for last month plus this month, there's only one winner and it's bacon. And I mean, like, real bacon because I saw this headline Kraft. Heinz recalls more than 367,000 pounds. Oh, Oscar Mayer. Turkey. Bacon over turkey bacon. Yeah, turkey bacon turkey. Bacons not bacon. It's not, get out. Get out that. So my winners bacon, I can't even imagine eating bacon in the summer of all time. Oh yeah, I gave us the kids this morning it was left to give are, can I hope you have air conditioning? That sounds horrible. We have geothermal. Okay, there we go. Who's your, what's your prediction? I'm gonna stay with the Charlize. Theron angle and the South African angle. Okay. My prediction is that Charlize Theron is forced to marry. This is from the Trump Administration Fiat. She's forced to marry Kimball musk and in order to maintain American citizenship, so they're gonna threaten to deport her but they're gonna come up with some deal where if she agrees to marry Kimball musk, everything will be fine. He's Someone he's got a donate. The movie ion flux to the presidential Trump Presidential Library. That's probably less. That's your prediction. You can't don't step over my my prediction, my prediction and there is only one prediction Joe Gabby. Oh speaking of Kimball musk? You have now on both Doge and the Tesla board. Yeah he's going to resign from Both simultaneously. And put out a statement that says, I can't be bought. But that happens right after the four, the form four comes out that said, he sold 4,000 shares of Tesla that he got. As part of it, it's really nice 64.00. Share Act was, you know, like board actually start to share. Yeah. And he Nets himself 1.1 million dollars on his sale of his Tesla stock. I cannot be blocked. Is what he announces. So, we're prediction. But yeah, that's it, that's free float. Very American. This is our Friday show. No, seriously, gonna put our proxy count. And if you want the numbers that I talked about how investors are getting screwed with these directors, sneaking in right after a GM's, go down low prices to countdown later today. Listen to it over your long weekend if you're in America, if you're not in America, listen to it tomorrow. At work. Have fun at work rubs, that's all we got till next week. Good.
Data as of Oct 14, 2026