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
Proxy Season Bets, plus Oracle’s 4x CEOs and the rise of Executive Vice Chairs
PROXY COUNTDOWN
54 minutes 49 seconds
3 months ago
Proxy Season Bets, plus Oracle’s 4x CEOs and the rise of Executive Vice Chairs
2025-2026 PROXY SEASON COUNTDOWN: BETTING LINES
Jay Hoag as canary in the “investors REALLY don’t care about their directors” coal mine - what’s Hoag’s votes FOR this year?
Pursuant to the Company’s director resignation policy, the Nominating and Governance Committee (the “Nominating and Governance Committee”) of the Board considered Mr. Hoag’s offer of resignation and whether to recommend that the Board accept or reject the offer. Mr. Hoag did not participate in the Committee or the Board’s determination regarding his resignation. The Nominating and Governance Committee considered a variety of factors relative to the best interests of the Company and its stockholders, as more fully described below. The Nominating and Governance Committee recommended that the Board reject Mr. Hoag’s resignation offer.
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. Mr. Hoag will continue to serve on the Nominating and Governance Committee and as lead independent director of the Board until the Company’s 2026 Annual Meeting of Stockholders or until his earlier resignation or removal.
Attendance Record.
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. Mr. Hoag’s attendance rate was 97% in the five years prior to 2024. The Nominating and Governance Committee as well as the Board noted that despite his absence from certain meetings during 2024, Mr. Hoag remained engaged with the Company and Board activities by attending meetings with senior management, engaging in pre-Board meeting memos, and helping to set agenda topics for meetings. In addition, Mr. Hoag has committed to returning to his historic pattern of meeting attendance and continuing to be fully committed to the Board.
Line: 89% (-110 OVER / +105 UNDER; implied odds 52.4% over, 47.6% under)
Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance 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?
LINE: -20000 NO / +50000 YES (implied odds: 99.5% chance of NO, 0.2% chance of YES; $100 wins either $0.0002 or $50,000)
Highest/lowest votes FOR a director in the US?
Highest: 99.94% (-115 OVER / +110 UNDER)
Lowest: 38.0% (+120 OVER / -115 UNDER)
How many directors will be added inside 30 days after the AGM this year?
54 US companies added 56 directors inside 30 days after the AGM in 2025 - that’s 56 times the shareholder democracy was subverted to create incumbents without elections. The majority of the time it’s done through board expansion or done on classified boards - which makes it much worse, as directors can serve as many as 3 years before their FIRST election. Was it a banner year?
LINE: 61 adds (-105 OVER / +102 UNDER)
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?
LINE: 28% (+200 OVER / -185 UNDER) - was 30% for US companies in 2024-5
Disney’s Mel Lagomasino vote total
Lagomasino was the target of Nelson Peltz’s “vote out” campaign - and ISS sided with Peltz at the time
2023: 92% YES
2024: 63% YES
2025: 98% YES
2026?: 92% (OVER -200 / UNDER +175)
Will any shareholders remember that ISS suggested WITHHOLD on Brookdale Senior Living director Lee Wielansky?
ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee: “Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”
2024: Wielansky (99.6% YES) and Freed (98.8% YES)
2025: Wielansky (61.5% YES) and Freed (63.0% YES)
2026?:
Wielansky 98% (+110 OVER / -105 UNDER)
Freed 97% (-105 OVER / +105 UNDER)
Musk’s pay package
What’s the final vote for Musk’s NEW pay package - not the one they robbed employees to pay him to make up for his compromised initial pay package - the EXTRA trillion they want to give him to keep him motivated, because $1.7tn isn’t enough to keep someone motivated, he wants $2.7tn… and frankly, who gets out of bed for less than $700bn anymore?
2018: 73% (look how well that turned out for America!)
2025?: 84% (-190 UNDER / +200 OVER)
Damion line: 73%
Over / under and highest number of shareholder proposals?
In 2025, Alphabet clocked in with highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7. Who do you bet?
Alphabet: 8 (+110 OVER / -115 UNDER), +350 for most SHPs (last year: 13, 1st)
Meta: 5 (-115 OVER / +125 UNDER); +450 for most (last year: 9, 2nd)
Amazon: 9 (+120 OVER / -150 UNDER); +300 for most (last year: 8, 3rd)
Walmart: 4 (-110 OVER / +105 UNDER); +600 for most
Apple: 6 (-110 OVER / +105 UNDER); +700 for most
Disney: 9 (-110 OVER / +105 UNDER); +325 for most
JPMorgan: 7 (-110 OVER / +105 UNDER); +400 for most
Exxon: 1 (+150 OVER / -200 UNDER); +2000 for most
Starbucks: 3 (-110 OVER / +105 UNDER); +900 for most
Chevron: 4 (-110 OVER / +105 UNDER); +1200 for most
Pfizer: 1 (-110 OVER / +105 UNDER); +1500 for most
Winningest proponents
Last year, the average vote getting by proponent was as follows:
Activists: 23%
Anti woke: 2.2%
AOs / Pensions: 11.9%
Woke: 10%
Governance: 29%
Religious: 10.3%
Who you got for averages this year?
Activists: 29% (-110 OVER / +105 UNDER);
Anti woke: 3% (-110 OVER / +105 UNDER);
AOs / Pensions: 9% (-110 OVER / +105 UNDER);
Woke: 7% (-110 OVER / +105 UNDER);
Governance: 40% (-110 OVER / +105 UNDER);
Religious: 10% (-110 OVER / +105 UNDER);
John Cheveddan total shareholder proposals
2025: 27
2026?: 32 (+175 OVER / -150 UNDER)
Number of non governance shareholder proposals that will WIN (defined as >50% votes in favor)?
2025: 0
2026?: 1 (+4500 OVER / -3300 UNDER; implied odds 2.2% OVER, 97% UNDER)
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
