Anointed director at American Express, plus why caving to Robby Starbuck is bad for business at Harley Davidson

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PROXY COUNTDOWN

Free Float Media, Inc.

61 episodes

1 week ago

This is Proxy Countdown. Welcome to the big show for the week of November 3, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Some mysterious director NO votes More one-time retention awards for our CEO king and queens A dude wants to control Victoria’s Secret The ongoing disappearance of shareholder proposals Matt’s halloween director roundup Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Tracking Noteworthy 8-Ks since October 8th: DIrector comings and goings: Men added: Men subtracted: Women added: Women subtracted: Stick to 2F TransDigm Group INC (TDG) : appointed Michael Lisman and Peter Palmer Down to 2F: Down to 1F: Stupidities/Oddities: TEXTRON INC (TXT) appointed Lisa M. Atherton CEO/director Ms. Atherton will receive an annual base salary of $1.3M and target annual incentive compensation of 150% of her base salary former CEO Scott C. Donnelly will become Executive Chairman Mr. Donnelly will receive an annual base salary of $1.485M and target annual incentive compensation of 170% of his base salary the Board approved an amendment to the Company’s amended and restated by-laws to accommodate the appointment of an Executive Chairman F5, INC. (FFIV): CEO François Locoh-Donou will become Chair after 2026 AGM Mr. Locoh-Donou will succeed current Chair, Alan J. Higginson, who, as previously announced, will be retiring after nearly 30 years as a Company director and 20 years as the Company’s Chair. Michael Montoya resigned as director but then Michael Montoya appointed CTO In October 2025, F5 disclosed a security incident involving a nation-state threat actor who gained long-term, persistent access to its product development and knowledge management systems, exfiltrating some BIG-IP source code and vulnerability information. Toast, Inc. (TOST): appointed Anutthara Ramamurthy Bharadwaj, will hold office until the 2028 annual meeting CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV): Chelsea Clinton resigned CNA FINANCIAL CORP (CNA) Dino E. Robusto’s tenure as Executive Chairman will end on December 31, 2025 CEO Douglas M. Worman will become Chair TEXAS INSTRUMENTS INC (TXN) Richard K. Templeton resigning as executive chairman CEO Haviv Ilan appointed as executive chairman NEOs CEOs Money CITIGROUP INC: CEO Jane Fraser: one-time retention award; one-time RSU equity award of $25M and 1.055M options to CEO MP Materials Corp. / DE (MP): one-time grant of restricted stock units with performance conditions to NEOs: total $28M VERIZON COMMUNICATIONS INC (VZ): $70m golden hello to new CEO Dan Schulman PROXY CAGE MATCH BBRC International, which owns a nearly 13% stake in Victoria’s Secret, delivered a letter to the Victoria’s Secret’s board of directors this week calling for the removal of Chair Donna James and asking for a board seat. Pushing Brett Blundy, who runs BBRC James, the company’s chair, served on the board of L Brands—Victoria’s Secret’s previous parent company—for nearly two decades before the 2021 spinout. “By any measure, she is an ‘over-tenured’ director with a ‘stale perspective’ that lacks objectivity regarding the company’s operations,” Blundy wrote in the letter this week. American Electric Power (2022-2025) and Hartford Financial (2021-) Directors who all serve on 2 other boards: Irene Chang Britt, Sarah Davis, Jacqueline Hernandez, Lauren Peters VOTE RESULTS TABLE SANFILIPPO JOHN B & SON INC (JBSS) common directors: Pamela Forbes Lieberman 43% NO; Mercedes Romero 51% NO; Ellen C. Taaffe 44% NO “The Board of Directors recommends a FOR vote for Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe” Common stock holders: BlackRock/Thrivent Financial for Lutherans/Vanguard Group combined 33.6% class A directors (5 Sanfilippo and 2 Valentine) 100% YES 10 votes per share Sanfilippo/Valentine hold combined 74% voting power and 100% of Class A shares “Gender and Diversity: Common Stock Director nominees are all female. Together with the Common Stock Directors, 40% of our Board is female” 1 of 7 Sanfilippo/Valentines is a woman Stock was $125 in 2023, currently $68 James River Group Holdings, Ltd. (JRVR) 99% avg YES 37% NO Pay 3% NO last year CEO: $11k less in 2024 (from $2.72M to 2.71M) Other 4 NEOs got total cash retention award of `$1.9M, but the decision was made in last year’s proxy SOCIETY PASS INCORPORATED. (SOPA) Loic Gautier 99% NO; After the Annual Meeting, Loic Gautier resigned all other directors 99% yes Only thing different about Luic in proxy: “Non-independent Director” Vote was October 21: After the Annual Meeting, Loic Gautier resigned as a director of the Company, effective immediately. Loic Gautier’s resignation was not as a result of any disagreement with the Board or the Company. On October 24, 2025, Society Pass Incorporated announced the resignation of Loic Gautier from its Board of Directors, effective immediately. The resignation was not due to any disagreement with the Board or the Company. VALUE LINE INC (VALU): Stephen P. Davis: 95% NO Seems to still be on board: “Each candidate shall be elected by a plurality of the votes cast” Retired Deputy Commissioner, New York City Police Department 99% YES last year “On October 7, 2025, Value Line, Inc. held its annual shareholders meeting to elect directors. The voting results, as reported by American Stock Transfer & Trust Company, LLC, confirmed the election of several directors, with Howard A. Brecher, Mary Bernstein, and Glenn J. Muenzer receiving significant support, while Stephen P. Davis received notably fewer votes in favor.” Next lowest was 3% NO Mawson Infrastructure Group Inc. (MIGI): 62% NO all 3 directors: Ryan Costello, Steven Soles and Kathryn Yingling Schellenger were elected, by a plurality of the votes cast Stock was $99 in 2022, currently $0.95 Innovative Eyewear Inc (LUCY, LUCYW): voted not to reinstate the voting rights acquired by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust: 76% NO Recorded 72 meetings since October 8th: TWO SHPs CINTAS CORP (CTAS) call for a special shareholder meeting 45% YES PROCTER & GAMBLE Co (PG) plastic packaging 14% YES THE BIG VOTE PICKS DAMION Upcoming Meetings November 10- AGM Date Company SHPs # Notes 11/11/25 IDT Corp 0 11/12/25 Jack Henry & Associates 1 Call special meeting 11/12/25 Viavi Solutions 0 11/12/25 Adtalem Global Education 0 11/12/25 Extreme Networks 0 11/12/25 BGC Group 0 11/12/25 Automatic Data Processing 0 11/13/25 Estee Lauder 0 11/13/25 Axos Financial 0 11/13/25 Coherent Corp 0 11/13/25 Broadridge Financial Solutions 0 11/13/25 Tapestry 0 11/14/25 Fox Corporation 2 Improve executive compensation program AND simple majority vote 11/14/25 Sysco 1 Separate CEO/Chair Matt ZOMBIES Directors with <50% FOR votes in 2024 who stayed on the board anyway Because the undead can’t be killed 2024 Update: Building a multi year zombie board Investors voted OUT directors at AO Smith and Boston Beer Company in 2024, both of which kept their directors, but as classified boards now they just have DIFFERENT directors voted out AO Smith’s Michael Larsen, 39.6% FOR Boston Beer’s Meghan Joyce 49.7% FOR 2025: Which boards have the highest zombie influence? 22 zombies in the US - 26 global when you count 4 in Puerto Rico Almost all are either classified boards, plurality voting, or have some other strange control mechanism - only two big ones really worth mentioning Netflix Jay Hoag, 21.5% FOR, 6% influence Second time he’s been voted out this decade On June 22, 2025, the Board rejected Mr. Hoag’s resignation. The Board, consistent with the Nominating and Governance Committee’s recommendation, determined that Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders We believe that Mr. Hoag did not receive a majority of votes cast in his election to the Board because he attended less than 75% of the meetings of his total board and committee meetings in 2024. Upon the recommendation of the Nominating and Governance Committee to reject Mr. Hoag’s offer of resignation, the Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance record Tripadvisor Greg Maffei, 30.7%, 9% influence Jeremy Phillips, 43.2%, 5% influence Through the magic of plurality voting, all you need is ONE vote and you’re in! Congrats to Maffei and Phillips who investors hate but can’t get rid of! Fun fact: in the 2024 vote, you’ll never guess who was on the board - Netflix zombie Jay Hoag! KRAKENS Current directors with the most discrete 2nd degree connections in our database to other current directors US director only for this This year includes non profit connections, now Krakens have even longer tentacles TOP DIRECTORS: Patricia Russo Actively connected to 29 other current directors in first or second degrees Boards of… GM Merck HP KKR Mark Weinberger 25 connections Boards of… J&J JPM Metlife Alex Gorsky 22 connections Boards of… Apple IBM JPM Most over the top Kraken duos Pat Russo (29) and Wes Bush (20), both on the GM board Connected via 5 different paths through - Just Capital Foundation, Business Roundtable, Northrop Grumman, Greater Washington Partnership, Merck, and KKR Mark Weinberger sits between them in two of their paths Alex Gorsky (22) and Mark Weinberger (25), both on JPM board Business Roundtable and J&J, where Gorsky was CEO, are throughputs Corporate Krakens Companies with directors who have the most discrete tentacles - ignoring the Dolans/MSG because it’s all controlled and they sit on dozens of boards together IBM - 125 total tentacles GM - 125 tentacles JPM - 112 tentacles Merck - 110 Chevron - 103 DOW - 97 Northrop - 93 Target - 92 MUMMIES Directors that aren’t family, founder, insider, CEO, controlling shareholder, or executives with tenure >20 years and less than 10% influence in the US Just wrap them up and put them in the corner There are 255 of them actively on boards 35 of them are lead “independent” directors! Just absorb that - these are directors with less than 10% influence, no founder/family/control problem, been there more than 20 YEARS, and still are pointless! MORE THAN 10% OF MUMMIES ARE LEAD DIRECTORS! Here are my top 5 favorite mummies that investors keep covering in desiccant year after year with FOR votes: Steve Odland, General Mills, 2% influence CEO of the conference board who put out pieces about governance regularly, including on the “pressures of directors on succession planning” and how “nearly all senior executives are calling for board refreshment” Steve… is the irony not, like… a LITTLE obvious for a guy who’s been on the board of General Mills since the year the iPod Mini was launched? (21 year tenure) Simon Lorne, Teledyne, 3.8% influence 79 years old, he joined the board the year Victor Wembanyama was born (21 years ago) Ex Munger Tolles lawyer Bill Grabe, Gartner, 8% influence 86 years old!, on the board since the same year Kurt Cobain married Courtney Love (32 years ago) Ex IBM, chairs the Nom committee - which explains why the average tenure of directors at Gartner is 13 years - with five directors out of 11 at 15 or more years When Steve Pagliuca joined the board 15 years ago, Grabe was 71 years young Gartner is an expert network currently pushing AI expertise… from… an 86 year old… Bill Miller, Cummins, 9.9% influence 68 years old, on the board since the same year Bill & Ted’s Excellent Adventure was released (36 years) - and he definitely saw it, he was 32 at the time Chairs Comp committee President of the Wallace Foundation since 2011, previously on boards of mutual funds Shouldn’t we NOT store our mummies in the comp committee? VAMPIRES Directors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years old Ancient AND blood sucking We lost some vampires last year to retirement and/or mergers, but don’t worry, we have 6 this year with only ONE repeat - here’s the top three: Colm Barrington, 79 year old director at Willis Lease (US) and Fly Leasing (Ireland) Wolfgang Porsche at VW and Porsche - the 82 year old has 20% influence and bats in the bottom quartile for both TSR and earnings - and the company is named after him Po Chu U repeats - 99 year old woman who is dictator at Lai Sun Development in HK, her son is also on the board I can’t be mad at a 99 year old woman, even if they provide no shareholder value and suck the blood out of their company FRANKENSTEIN Directors with <50% FOR votes in 2023, stayed on the board as a zombie, and got >50% FOR votes in 2024 Every good zombie movie ends with the zombies winning? TG Therapeutics had 3 directors fail the vote last year to pass this year: Daniel Hume: 58.9% FOR Sagar Lonial: 54.1% FOR Yann Echelard: 58.6% FOR But my favorite this year…Veeva Systems’s Paul Sekhri 2024 vote: 48.8% FOR - voted OUT “Mr. Sekhri tendered his conditional resignation as a director for consideration by the Nominating and Governance Committee (the “Committee”) of the Board of Directors of Veeva (the “Board”) and for the ultimate decision of the Board. The disinterested members of the Committee recommended, after due consideration, that the Board should not accept Mr. Sekhri’s tendered resignation.” 2025 vote: 94% FOR - everyone loves that guy! That’s the Proxy Countdown for the week of November 3, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

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Anointed director at American Express, plus why caving to Robby Starbuck is bad for business at Harley Davidson

PROXY COUNTDOWN

38 minutes 41 seconds

6 months ago

Anointed director at American Express, plus why caving to Robby Starbuck is bad for business at Harley Davidson

PROXY COUNTDOWN SCRIPT This is Proxy Countdown. Welcome to the big show for the week of April 21, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Two new sycophants join Mark Zuckerberg’s expanding board of cronies A whacky 8-k filing fight at a weed company A proxy fight at Harley Davidson hides the good stuff in a redacted resignation letter Much ado about nothing at large cap annual meeting votes And on The Big Vote, Matt gives an early summary of the 2025 proxy season. Trade Wire - BUY/SELL Top Stories: Meta Platforms now has 15 directors: one dictator and 14 listeners. The new directors are Stripe CEO Patrick Collison and Dina Powell McCormick, the former Deputy National Security Advisor to Donald Trump during his first term. Dina is married to Republican Senator Dave McCormick, the former CEO of Bridgewater Associates, one of the world's largest hedge funds. CEO Gavin D.K. Hattersley is stepping down at Molson Coors Beverage Company. The other Named Executive Officers will receive over $6M in retention equity awards NOT to quit, CFO Tracey Joubert will get $4M. Raghib Hussain, President, Products and Technologies of Marvell Technology, is stepping down. But don’t worry: “Marvell has a thoughtful succession planning process and deep bench of talent [and] has activated a plan to ensure Mr. Hussain’s responsibilities are seamlessly transitioned on or before his departure date.” You have until May 2nd, Marvell, get busy. In three moves that don’t really change the dynamic in their respective boardrooms: Joseph Creed is the new CEO at Caterpillar but former CEO Jim Umpleby will stay on as Executive Chair Netflix founder Reed Hastings will transition from Executive Chair to non-executive Chair And at Warner Bros. Discovery, John Malone will transition as a director to Chair Emeritus, meaning he will continue to regularly attend Board meetings and will not vote on Board matters but will tell other directors how to vote with a mean stare. The majority shareholder of the THC Therapeutics voted to remove Founder, CEO, and Chair Brandon Romanek from the Board of Directors. Further, on that same day, the remaining Board of Directors removed Mr. Romanek from any and all positions held at the Company. According to a subsequent filing, the Company requested that Brandon write a letter stating whether or not he agreed with the filing of the termination. Brandon’s response: Hi Scott [Scott Cox, the new CEO] Here is my response. Amend the 8-K “My termination is invalid as you did not follow proper procedure according to THC Therapeutics bylaws” Brandon Romanek PROXY CAGE MATCH Harley-Davidson is fighting a proxy battle initiated by H Partners, its second-largest shareholder, which holds a 9.1% stake in the company. The investment firm “believe[s] CEO and Chairman Jochen Zeitz (2007, 30%), Lead Director Norman Thomas Linebarger (2008, 13%), and long-tenured director Sara Levinson (1996, 20%) “should be held accountable for the destruction of shareholder value." While Zeitz is already making plans to step down, H Partners wants him to go immediately while Zeitz hopes to remain until a successor is in place. The battle began in early April when Jared Dourdeville, a representative from H Partners, resigned from Harley's board, expressing "grave concerns" about the company's direction and leadership. He criticized the board for failing to address declining sales and cultural issues within the company, saying among other things that Harley had “cultural depletion” because of its work-from-home policies. Dourdeville also vaguely referenced Robbie Starbuck’s anti-woke campaign against the company, referring to the company’s response to this incident as “grossly mismanaged.” But since the bulk of his opinion was redacted we can only assume he was upset that Harley-Davidson dropped its DEI policies in response to a hateful moron. But even that we’re not entirely convinced of. While H Partners is not nominating its own slate of contending directors, instead opting for a withhold the vote campaign to oust its 3 targeted directors, there has been a bit of confusion about Harley’s bylaws which have been described in articles covering the battle as “stipulat[ing] that directors who win less than 50% of votes in an election must tender their resignations.” But this is not the whole story: in fact, while the directors must initially tender their resignations, “the reviewing Directors shall accept a tendered resignation unless they determine that there is a compelling reason or reasons to not accept the resignation.” In this case, the directors would only be removed if they “fail to be re-elected at the next election of Directors” at which point their tendered resignation can not be rejected by the remaining directors. Warner Bros. Discovery is expanding its board following pressure from activist shareholder Sessa Capital by adding Anton Levy, who recently stepped down as co-president of private-equity firm General Atlantic. Parkland Corporation and its biggest shareholder, 20% holder Simpson Oil Ltd, have each proposed competing board slates as their dispute heats up ahead of the company’s annual meeting next month. Parkland‘s long-serving CEO Bob Espey says he will step down in a bid to resolve the cage match. Phillips 66 is telling shareholders that activist investor Elliott Investment Management, which wants to break up Phillips and is nominating four of its own directors to the Phillips 66 board, has a conflict of interest because Elliott is also pursuing an acquisition of Citgo, a direct competitor of Phillips 66. Hewlett Packard Enterprise’s board is expected to meet in coming days to discuss whether to replace CEO Antonio Neri, a Hewlett Packard lifer who has run the company since 2018, following a proposal from activist investor Elliott Management to get rid of Neri. VOTE RESULTS TABLE Here are the highlights from annual meetings (25) over the past 3 weeks: The Mehs: M&T Bank Corporation: meh Moody’s Corporation: meh EQT Corporation: meh Dow Inc.: meh Humana: meh The Cooper Companies: meh Owens Corning: meh Schlumberger Limited: meh Bank of New York Mellon Corp: meh Centerpoint Energy: meh Carnival: meh Fifth Third Bancorp: meh Huntington Bancshares: meh Whirlpool: meh The Sherwin-Williams Company: meh The John Cheveddens Concentrix: SHP to give shareholders the ability to call for a special shareholder meeting; John Chevedden; 39% YES Hewlett Packard Enterprise: SHP: "Transparency in Lobbying" John Chevedden: 22% YES Lennar Corporation: SHP1: Independent Board Chairman; John Chevedden; 21% YES Regions Financial Corporation: SHP John Chevedden Simple Majority Vote; no board recommendation; 93% YES Synopsys: SHP; John Chevedden; Shareholder Ratification of Golden Parachutes; 38% YES Texas Instruments: SHP to permit a combined 10% of stockholders to call a special meeting; John Chevedden; 43% YES Director votes that barely matter, other than to me A. O. Corporation: Michael M. Larsen (1 of 3 common stock directors/6 Class A directors) 60% NO: AC chair “Directors are elected by a plurality of the votes cast. This means that the nominees who receive the greatest number of votes cast are elected as directors” Lennar Corporation: Jeffrey Sonnenfeld 24% NO Nominating Chair; served for 20 years SHP1: Independent Board Chairman; John Chevedden; 21% YES co-CEO; one of whom is Exec Chair; LD served since 2015, replacing LD who served since 1997: this is sham governance The normal investor disconnect: Carrier Global Corporation: 15% NO on pay; 4% NO Compensation Committee chair The normal investor apathy: HP: Average director YES over 99%, despite lackluster stock performance THE BIG VOTE PICKS MATT Why you should track individuals, not just companies: Michael Angelakis Roles: Currently on boards of Bowlero, Clarivate, Exxon, and TriNet On private boards of Arcis Golf, Orogen, V Sports Is the CEO/Chair of Atairos, and “investment partner” (holding company) No joke, here are the other tenants at the address: Sandi King Personal Trainer Synergy Sports Massage PJ Mac Pest Control Company “partners” include Arcis Golf, Clarivate, Orogen, Trinet - all places he is on the board Advisor to Executive Committee at Comcast, where he was CFO Worked in PE/VC in Media, was CEO of State Cable TV Corp Longtime media investor Data: Highest influence at Trinet (56%), otherwise in the 8% range Committee heavy driver of influence On 7 boards in our database, 4 current 7 year career batting: .391 TSR, .470 EBITDA, .680 controversies, .804 carbon Core knowledge: Administration, Econ, Math Sits on board of HR, Industrial research, energy, and a bowling alley 548 loops where he’s involved - that’s a LOT, hugely connected 31% of his loops include Ursula Burns, a member of Exxon board 138 are Ken Chenault 124 are Ronald Williams Company loops: AmEx at 559!! Appearances in loops, Partnership for New York at 80, J&J, IBM, Exxon, Boeing, Xerox… all massive blue chip mature US insular companies Problems: Part of the Exxon board that sued a shareholder for a shareholder proposal they didn’t like Exxon mired in longstanding controversies Part of Bowlero board under investigation in class action for age discrimination Blatantly fired workers as soon as they hit fifties/sixties and replace with younger Arcis Golf facing class action for data breach of 10,000 employees Investor class action at Clarivate settled Comcast mired in controversies during his tenure, largely customer service issues Just appointed to the board of American Express NOT INDEPENDENT His biggest connector point is AmEx Added immediately to audit, nom committees - will be adding friends? NO ADDITIONALITY Joins a board with duplicative experience Multiple CFOs/finance backgrounds, more tech with others, even has Ted Leonsis on the board who did media/sports Most of the board MORE qualified than he is on paper - come from bigger companies in high profile roles ONGOING GOVERNANCE ISSUES NOT A CORE STRENGTH American Express to pay $230 million over 'deceitful marketing campaign' LOW PERFORMANCE His performance from other boards would make him second lowest for TSR on AmEx, middle of the pack on others ASK WHY, ASSHOLE Use Jeff Skilling’s incredibly famous gaffe as a baseline question - ask why is he here? What does he add? What do you get? VOTE NO on performance grounds - and follow appointments DAMION April 29 IBM $217B Anti-woke SHP Requesting a Report on Hiring/Recruitment Discrimination; The Heritage Foundation; including this soulless and unchristian quote: “A recent Gallup poll found that only 38% of Americans want businesses to take a stance on current events.” These assholes should be ashamed of themselves CEO Pay Ratio 518:1 CEO/Chair Arvind Krishna 3 of 13 women with no leadership; this board can bite me Stopped DEI a few weeks ago: Employees were told of the changes earlier this week, in a memo that cited “inherent tensions in practicing inclusion.” Discussed changes with a-hole Robbie Starbuck American Express $169B SHP Revisit DEI Goals in Executive Pay Incentives; National Legal and Policy Center SHP Respect Civil Liberties in Advertising Services; Bowyer Research CEO/Chair Stephen J. Squeri 615:1 Pay Ratio Chair of the Compensation Committee is Lynn Pike: “Ms. Pike brings extensive payments and financial industry experience to our Board and has served as the Chair of the Board of American Express National Bank, our U.S. banking subsidiary, since 2019, including as co-Chair with Mr. Squeri from 2021 to 2022. Ms. Pike joined the board of American Express National Bank in 2013 and is a member of American Express National Bank’s Audit Committee and Risk and Compliance Committee.” Citigroup $117B CEO Jane Fraser Pay Ratio 444:1 Anti-woke SHP attacking pro-climate policies from National Center for Public Policy Research Woke SHP from the Sisters on Indigenous Peoples’ rights Wells Fargo $208B Charles Scharf CEO pay Ratio 378:1 Ron Sargen Pay Committee Chair: former CEO at Staples/current interim CEO Kroger -20% gender influence gap; no key board leadership positions 4 woke SHPs April 30 Trump Media $5B MGMT Proposal: Reincorporation from the State of Delaware to the State of Florida Coca-Cola $311B CEO/Chair James Quincey Pay Ratio 1980:1; just get rid of the whole board SHP Regarding Creation of an Improper Influence Board Committee; National Center for Public Policy Research Shareholders request that the Board of Directors create a board-level Improper Influence Committee to assess the extent to which the Company’s decision-making has been improperly influenced, contrary to best practices, by the non-pecuniary policy preferences of directors, executives, or money managers with their own custodial obligations. The Company should issue a public report on the committee’s findings by the end of 2025. “the Company remains committed to DEI despite the fact that recent events have made clear that corporate DEI programs are so anti-American in their neo-racist and neo-Marxist attempts to distribute benefits and impose costs on employees and others on the basis of race that all it takes is for one man with a large following to simply expose a corporation’s DEI program to the public for that company to lose tens of billions of dollars in market cap when its customers boycott in revulsion” SHP Regarding DEI Goals in Executive Pay; National Legal and Policy Center SHP Regarding a Report on Civil Liberties in Advertising Services; Bowyer Research May 1 Boston Scientific $138B CEO/Chair Michael F. Mahoney Pay Ratio 369 to 1 Edward J. Ludwig LD since 2016 (director since 2014); CEO also chair since 2016 -15% gender influence gap (47% for top 2) DAMION: That’s the Proxy Countdown for the week of April 21, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, and scandalous CEO pay ratios

PROXY COUNTDOWN