2025 REVIEW FROM MIKE LEVIN:
Big proxy contests: PHX-Elliott
Significant situations: PEP-Elliott
TSLA AGM
SEC rules on shareholder proposals
Proxy advisor pressure
Delaware under scrutiny
US stakes in INTL, others
XOM retail voting program
2026 PREDICTIONS:
DIRECTORS
Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance (re: Netflix’s Jay Hoag’s 78% NO vote) at a big US company?
The average percentage of directors getting less than 50% of the vote is 0.2% - generally it happens due to activism OR attendance. Will it happen for some other reason?
Canary in a coal mine: what will Hoag’s FOR votes be in 2026?
The average percentage of women on boards will be?
Most recent data shows a 22% drop in new diverse candidates on boards, and Damion pulled a stunning number of “Down to 2” as a common refrain for boards looking to diversify away from women. The current average number of women on large cap US boards is 30% - how far does the average move after 2025-6?
SHAREHOLDER PROPOSALS
Which company will allow the most shareholder proposals?
In 2025, Alphabet clocked in with the highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7.
Which one of these shareholder proponents will see the highest number of exclusions in 2026:
Activists: (23% supports in 2025)
Anti woke: (2%)
AOs / Pensions: (12%)
Woke: (10%)
Governance: (29%)
Religious: (10%)
Number of shareholder proposals that will WIN in 2026 (approx 50 in 2025)?
E vs S vs G (45 vs 5 vs 0)
Palo Alto Networks on Tuesday: 93% YES on a James McRitchie bid to eliminate its classified board, despite the company being AGAINST.
PAY
How many companies will fail Say on Pay in 2026 (27, About 1.2% of Russell 3000 companies, failed Say on Pay in 2025)?
Palo Alto failed Tuesday: 54% NO
How many post-Musk billion dollar+ CEO pay packages will we see in 2026?
Which is more likely:
Which is the SEC more likely to have to redefine to address the December 11, 2025 executive whining titled “PROTECTING AMERICAN INVESTORS FROM FOREIGN-OWNED AND POLITICALLY-MOTIVATED PROXY ADVISORS”, which asks the SEC to “consider” rescinding rule 14-8a, investigating if proxy advisors committed securities fraud (and should be registered), consider forcing methodology disclosure, “investigate” collusion with asset managers, and calling proxy advisors “fiduciaries” if they charge a fee to pension funds:
Anti-fraud laws - currently the laws deal with the “purchase or sale” of a security, not saying “this non binding shareholder proposal about donut hole size is a vote YES based on the criteria you provided”... they would have to redefine scienter to include advice for sale, not securities? Or they would have to decide that they had a coordinated scheme to defraud THE ENTIRE MARKET?
Investment advice fiduciaries - ERISA sets duty of loyalty, care, and prudence, and it applies to anyone exercising discretion over a pension for a fee - they would have to consider the purchase of ANY data, rating, opinion, or even made-to-order service (like back end data dashboards) a form of advice, and thus make them all fiduciaries. Unless they just change the rule and say “proxy advisors are fiduciaries” because kabuki theater?
ESG - they’ve included in here considering rescission of rules that “advance” ESG policies - but there’s a G in ESG. That would include literally the act of voting, the election of directors, special meetings, bylaws amendments - EVERYTHING that happens. In which case, do they need to redefine ESG to just mean “woke stuff we don’t like” (which could, in fact, mean G also)? And is every activist investor then woke?
The SEC No-Action gaslight - where they no longer will oppose shareholder proposal exclusions - is more likely to:
Result in more votes against directors - between the 13g vs. 13d guidance and the “we’re just too busy to read shareholder proposals for an entire year” guidance, and ISS [i think it’s actually glass lewis that’s moving away from recommendations entirely] suggesting they won’t actually provide a recommendation anymore, there’s not much else for investors to do, right?
Fuel a rise in shareholder proposals - and disclosure from proponents about exclusions to “name and shame” companies who are using the feckless SEC as cloud cover to avoid governance or shareholder demands.
Fuel a rise in activism - in the absence of being able to ask a company to make an amendment to a bylaw or declassify a board on the proxy, doesn’t it just make activism more hostile? If a company is underperforming, investors don’t have the SEC behind them as much any more? Coupled with Texas rules that make it harder to file proposals at all, and the move toward mandatory arbitration vs. regulatory/legal oversight, it’s all activism now, right?
Push more companies to Texas - the SEC is basically Texas-ifying guidance, but Delaware isn’t biting yet. Inevitably, do more companies move to Texas to take advantage of having fewer shareholder rights?
Musk’s mega pay package is more likely to:
Open the floodgates to mini-Musk packages - instead of 10 years and 12 tranches, expect pay committees to start putting forward 4 years and 6 tranche billion dollar packages for companies that make hydraulic presses and deli meat.
Push investors to vote against pay EVERYWHERE, since they already feel bad giving Musk so much (like after you eat too much chocolate, you just never want it again)
End say on pay - what’s the point really? Some fringe investors vote against pay, and it’s non binding? If you are excluding shareholder proposals anyway, why not end say on pay and force investors to just vote against pay committee members?
DO NOTHING. No one actually cares how much an executive gets paid, all the CEO pay ratio data and disclosures are kabuki theater anyway.
DExit winner is most likely:
Nevada
Texas
Delaware
No one
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2025 REVIEW FROM MIKE LEVIN:
Big proxy contests: PHX-Elliott
Significant situations: PEP-Elliott
TSLA AGM
SEC rules on shareholder proposals
Proxy advisor pressure
Delaware under scrutiny
US stakes in INTL, others
XOM retail voting program
2026 PREDICTIONS:
DIRECTORS
Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance (re: Netflix’s Jay Hoag’s 78% NO vote) at a big US company?
The average percentage of directors getting less than 50% of the vote is 0.2% - generally it happens due to activism OR attendance. Will it happen for some other reason?
Canary in a coal mine: what will Hoag’s FOR votes be in 2026?
The average percentage of women on boards will be?
Most recent data shows a 22% drop in new diverse candidates on boards, and Damion pulled a stunning number of “Down to 2” as a common refrain for boards looking to diversify away from women. The current average number of women on large cap US boards is 30% - how far does the average move after 2025-6?
SHAREHOLDER PROPOSALS
Which company will allow the most shareholder proposals?
In 2025, Alphabet clocked in with the highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7.
Which one of these shareholder proponents will see the highest number of exclusions in 2026:
Activists: (23% supports in 2025)
Anti woke: (2%)
AOs / Pensions: (12%)
Woke: (10%)
Governance: (29%)
Religious: (10%)
Number of shareholder proposals that will WIN in 2026 (approx 50 in 2025)?
E vs S vs G (45 vs 5 vs 0)
Palo Alto Networks on Tuesday: 93% YES on a James McRitchie bid to eliminate its classified board, despite the company being AGAINST.
PAY
How many companies will fail Say on Pay in 2026 (27, About 1.2% of Russell 3000 companies, failed Say on Pay in 2025)?
Palo Alto failed Tuesday: 54% NO
How many post-Musk billion dollar+ CEO pay packages will we see in 2026?
Which is more likely:
Which is the SEC more likely to have to redefine to address the December 11, 2025 executive whining titled “PROTECTING AMERICAN INVESTORS FROM FOREIGN-OWNED AND POLITICALLY-MOTIVATED PROXY ADVISORS”, which asks the SEC to “consider” rescinding rule 14-8a, investigating if proxy advisors committed securities fraud (and should be registered), consider forcing methodology disclosure, “investigate” collusion with asset managers, and calling proxy advisors “fiduciaries” if they charge a fee to pension funds:
Anti-fraud laws - currently the laws deal with the “purchase or sale” of a security, not saying “this non binding shareholder proposal about donut hole size is a vote YES based on the criteria you provided”... they would have to redefine scienter to include advice for sale, not securities? Or they would have to decide that they had a coordinated scheme to defraud THE ENTIRE MARKET?
Investment advice fiduciaries - ERISA sets duty of loyalty, care, and prudence, and it applies to anyone exercising discretion over a pension for a fee - they would have to consider the purchase of ANY data, rating, opinion, or even made-to-order service (like back end data dashboards) a form of advice, and thus make them all fiduciaries. Unless they just change the rule and say “proxy advisors are fiduciaries” because kabuki theater?
ESG - they’ve included in here considering rescission of rules that “advance” ESG policies - but there’s a G in ESG. That would include literally the act of voting, the election of directors, special meetings, bylaws amendments - EVERYTHING that happens. In which case, do they need to redefine ESG to just mean “woke stuff we don’t like” (which could, in fact, mean G also)? And is every activist investor then woke?
The SEC No-Action gaslight - where they no longer will oppose shareholder proposal exclusions - is more likely to:
Result in more votes against directors - between the 13g vs. 13d guidance and the “we’re just too busy to read shareholder proposals for an entire year” guidance, and ISS [i think it’s actually glass lewis that’s moving away from recommendations entirely] suggesting they won’t actually provide a recommendation anymore, there’s not much else for investors to do, right?
Fuel a rise in shareholder proposals - and disclosure from proponents about exclusions to “name and shame” companies who are using the feckless SEC as cloud cover to avoid governance or shareholder demands.
Fuel a rise in activism - in the absence of being able to ask a company to make an amendment to a bylaw or declassify a board on the proxy, doesn’t it just make activism more hostile? If a company is underperforming, investors don’t have the SEC behind them as much any more? Coupled with Texas rules that make it harder to file proposals at all, and the move toward mandatory arbitration vs. regulatory/legal oversight, it’s all activism now, right?
Push more companies to Texas - the SEC is basically Texas-ifying guidance, but Delaware isn’t biting yet. Inevitably, do more companies move to Texas to take advantage of having fewer shareholder rights?
Musk’s mega pay package is more likely to:
Open the floodgates to mini-Musk packages - instead of 10 years and 12 tranches, expect pay committees to start putting forward 4 years and 6 tranche billion dollar packages for companies that make hydraulic presses and deli meat.
Push investors to vote against pay EVERYWHERE, since they already feel bad giving Musk so much (like after you eat too much chocolate, you just never want it again)
End say on pay - what’s the point really? Some fringe investors vote against pay, and it’s non binding? If you are excluding shareholder proposals anyway, why not end say on pay and force investors to just vote against pay committee members?
DO NOTHING. No one actually cares how much an executive gets paid, all the CEO pay ratio data and disclosures are kabuki theater anyway.
DExit winner is most likely:
Nevada
Texas
Delaware
No one
Anointed director at American Express, plus why caving to Robby Starbuck is bad for business at Harley Davidson
PROXY COUNTDOWN
38 minutes 41 seconds
8 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
2025 REVIEW FROM MIKE LEVIN:
Big proxy contests: PHX-Elliott
Significant situations: PEP-Elliott
TSLA AGM
SEC rules on shareholder proposals
Proxy advisor pressure
Delaware under scrutiny
US stakes in INTL, others
XOM retail voting program
2026 PREDICTIONS:
DIRECTORS
Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance (re: Netflix’s Jay Hoag’s 78% NO vote) at a big US company?
The average percentage of directors getting less than 50% of the vote is 0.2% - generally it happens due to activism OR attendance. Will it happen for some other reason?
Canary in a coal mine: what will Hoag’s FOR votes be in 2026?
The average percentage of women on boards will be?
Most recent data shows a 22% drop in new diverse candidates on boards, and Damion pulled a stunning number of “Down to 2” as a common refrain for boards looking to diversify away from women. The current average number of women on large cap US boards is 30% - how far does the average move after 2025-6?
SHAREHOLDER PROPOSALS
Which company will allow the most shareholder proposals?
In 2025, Alphabet clocked in with the highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7.
Which one of these shareholder proponents will see the highest number of exclusions in 2026:
Activists: (23% supports in 2025)
Anti woke: (2%)
AOs / Pensions: (12%)
Woke: (10%)
Governance: (29%)
Religious: (10%)
Number of shareholder proposals that will WIN in 2026 (approx 50 in 2025)?
E vs S vs G (45 vs 5 vs 0)
Palo Alto Networks on Tuesday: 93% YES on a James McRitchie bid to eliminate its classified board, despite the company being AGAINST.
PAY
How many companies will fail Say on Pay in 2026 (27, About 1.2% of Russell 3000 companies, failed Say on Pay in 2025)?
Palo Alto failed Tuesday: 54% NO
How many post-Musk billion dollar+ CEO pay packages will we see in 2026?
Which is more likely:
Which is the SEC more likely to have to redefine to address the December 11, 2025 executive whining titled “PROTECTING AMERICAN INVESTORS FROM FOREIGN-OWNED AND POLITICALLY-MOTIVATED PROXY ADVISORS”, which asks the SEC to “consider” rescinding rule 14-8a, investigating if proxy advisors committed securities fraud (and should be registered), consider forcing methodology disclosure, “investigate” collusion with asset managers, and calling proxy advisors “fiduciaries” if they charge a fee to pension funds:
Anti-fraud laws - currently the laws deal with the “purchase or sale” of a security, not saying “this non binding shareholder proposal about donut hole size is a vote YES based on the criteria you provided”... they would have to redefine scienter to include advice for sale, not securities? Or they would have to decide that they had a coordinated scheme to defraud THE ENTIRE MARKET?
Investment advice fiduciaries - ERISA sets duty of loyalty, care, and prudence, and it applies to anyone exercising discretion over a pension for a fee - they would have to consider the purchase of ANY data, rating, opinion, or even made-to-order service (like back end data dashboards) a form of advice, and thus make them all fiduciaries. Unless they just change the rule and say “proxy advisors are fiduciaries” because kabuki theater?
ESG - they’ve included in here considering rescission of rules that “advance” ESG policies - but there’s a G in ESG. That would include literally the act of voting, the election of directors, special meetings, bylaws amendments - EVERYTHING that happens. In which case, do they need to redefine ESG to just mean “woke stuff we don’t like” (which could, in fact, mean G also)? And is every activist investor then woke?
The SEC No-Action gaslight - where they no longer will oppose shareholder proposal exclusions - is more likely to:
Result in more votes against directors - between the 13g vs. 13d guidance and the “we’re just too busy to read shareholder proposals for an entire year” guidance, and ISS [i think it’s actually glass lewis that’s moving away from recommendations entirely] suggesting they won’t actually provide a recommendation anymore, there’s not much else for investors to do, right?
Fuel a rise in shareholder proposals - and disclosure from proponents about exclusions to “name and shame” companies who are using the feckless SEC as cloud cover to avoid governance or shareholder demands.
Fuel a rise in activism - in the absence of being able to ask a company to make an amendment to a bylaw or declassify a board on the proxy, doesn’t it just make activism more hostile? If a company is underperforming, investors don’t have the SEC behind them as much any more? Coupled with Texas rules that make it harder to file proposals at all, and the move toward mandatory arbitration vs. regulatory/legal oversight, it’s all activism now, right?
Push more companies to Texas - the SEC is basically Texas-ifying guidance, but Delaware isn’t biting yet. Inevitably, do more companies move to Texas to take advantage of having fewer shareholder rights?
Musk’s mega pay package is more likely to:
Open the floodgates to mini-Musk packages - instead of 10 years and 12 tranches, expect pay committees to start putting forward 4 years and 6 tranche billion dollar packages for companies that make hydraulic presses and deli meat.
Push investors to vote against pay EVERYWHERE, since they already feel bad giving Musk so much (like after you eat too much chocolate, you just never want it again)
End say on pay - what’s the point really? Some fringe investors vote against pay, and it’s non binding? If you are excluding shareholder proposals anyway, why not end say on pay and force investors to just vote against pay committee members?
DO NOTHING. No one actually cares how much an executive gets paid, all the CEO pay ratio data and disclosures are kabuki theater anyway.
DExit winner is most likely:
Nevada
Texas
Delaware
No one
