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

Trade Wire

Top Stories:

 130 Filings since June 18th

The headlines

DOMINOS PIZZA: CEO Russell J. Weiner resigning, will become Executive Chair;

Executive Chair David A. Brandon resigning

COO Joseph H. Jordan appointed CEO and director

$3M golden hello

NIKE: John W. Rogers, Jr. resigning (2018-2026)

35% no vote in 2025; 40% in 2024; 35% in 2023

RPT: De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer

3rd big LT board left recently:

McDonald's (2003-2023); Exelon (2000-2019)

3% influence; redundant skillset

Also at NIKE: new CFO David Denton golden hello up to $15.25M cash

At Pfizer since 2022; Lowe’s from 2018-2022

Stupid money

TYSON FOODS

Amended Employment Agreement of Chair John H. Tyson until September 30, 2029: 1) base salary of $3.5M (up from $1.2M) 2) annual bonus target equal to 300% (up from 170%) of his annual base salary, 3) annual equity target  of $6M, 4) one-time incentive award cash payment of $40M, 5) use of Company-owned aircraft plus tax gross-ups ("Based on security concerns and as a result of a security study conducted by a third-party consultant"), 6) 300 hours annually of aircraft use for flights in which he is not a passenger, 7) personal security services and may request additional security services up to $150,000 annually, 8) life insurance and Supplemental Executive Retirement Plan benefits of approximately $175,000 a year

formerly: 275 hours for him only/only security and not additional $150k

JPMORGAN CHASE: one-time Retention and Continuity equity awards to the following Operating Committee members:

Doug Petno, Co-President and CEO of the Commercial & Investment Bank, and Troy Rohrbaugh, Co-President and CEO of Consumer & Community Banking, in the amount of $30M each;

Mary Erdoes, CEO of Asset & Wealth Management, and Jennifer Piepszak, Chief Operating Officer, in the amount of $20M each.

Dumb stuff

CINCINNATI FINANCIAL: appointing Lisa M. Franchetti

Admiral Franchetti retired from the U.S. Navy in 2025, after a nearly 40-year career marked by leadership at every operational level, culminating in her service as the 33rd Chief of Naval Operations from November 2023 to February 2025.

15th director

SMITH A O: Kevin J. Wheeler will retire as Executive Chair, but remain a director

CEO Stephen M. Shafer becomes Executive Chair

Smart-ish Stuff

AeroVironment: appointed William J. Lynn, III as Class I director

The terms of the Company’s Class I directors, including Mr. Lynn, expire at the Company’s 2026 Annual Meeting (due in September)

Revolution Medicines: Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the “Company”) of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company’s president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026.

The Company currently contemplates appointing Dr. Kelsey to its board effective as of his retirement on January 4, 2027, subject to Board approval.

Down to 2F

Found their 3rd: CENTENE: elected Lauren Tyler

Despite a female CEO (Sarah London)

‍ ‍

<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

New research from Georgeson Advisory reveals that governance proposals accounted for 51% of all shareholder submissions at Russell 3000 companies between July 2025 and mid-May 2026.

Total ESG Submissions: Dropped to 710 this season (down from 840 in 2025 and 1,000 in 2024)

G Submissions: Rose to 404 proposals (up from 380 last year)

SHP Type

2025

2026

% Change

Independent Board Chairs

33

92

+179%

Written Consent Rights

13

51

+292%

Lower Special Meeting Thresholds

18

29

+61%

Executive Severance Pay

30

8

-73%

Director Resignation Policies

19

7

-63%

Clawback-Related Proposals

15

0

~

The Haters: anti-ESG activists are focusing on G to fudge their numbers

39 G proposals this season: 24 in 2025; 18 in 2024.

11 independent chair proposals: 1 last year

average support rate of 25%: 5% last year

E&S Collapse

E proposals fell to 97 (down from 147)

S proposals dropped to 209 (down from 313)

Political Spending & Lobbying:

Remained the single most active social category with 42

institutional support dropped from 37% last year to 27% this season.

AI-related proposals nearly doubled to 23 submissions (up from 12 last year).

Institutional support up to 16% from 12%.

The SEC’s "no-objection" framework

No-Action Requests: Plummeted 36% to 219 requests (down from 342 last year).

Proposal Omissions: Despite fewer formal requests, nearly one-third (33%) of governance proposals were successfully omitted from proxy ballots, up from 26% last year.

Litigation Backlash: This administrative shift sparked a wave of corporate litigation, with shareholder proponents launching at least six federal lawsuits to contest no-objection exclusions.

Texas

Out of 17 shareholder proposals filed regarding corporate reincorporation, 11 explicitly targeted Texas as the new corporate domicile.

Eight of the nine reincorporation proposals that went to a final shareholder vote were fully approved, with average support hovering comfortably in the low-60% range.

 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

Since June 18th

25 meetings at large market caps

9 total SHPs from 7 companies:

Top story

0 Victories

None

Almost

Autodesk: Amend Special Meeting Right Threshold 48% yes

EBAY: Special Stockholder Meeting Threshold 43% yes

Hate

Most:

Other

BJ's Wholesale Club: Majority voting 27% yes

Block, Inc.: Establish Board-Level Technology Committee 4% yes

Workday, Inc.:

Disclose Employee Retention by Demographic 4% yes

Disclose Voting Results Based on Share Class 15% yes

DELTA AIR LINES

Cumulative Voting for Directors 4% yes

Action by Written Consent 31% yes

disconnect…

DOLLAR TREE: Action by Written Consent 5% yes

   Say on Pay

COSTAR GROUP: pay 29% no (46% no 2025)

avg 98% yes: CEO/Founder Andrew Forance 99.4% yes; Pay Committee chair Robert Musslewhite 5% no; Chair Luise Sams 6% no

Increased rTSR target to 55th percentile (from 50th), with threshold of 30th percentile (from 25th);

rTSR payout is capped at 100% if absolute TSR is negative

2025: threshold (80% modifier) 25th percentile, target (100% modifier) 50th percentile, max (120% modifier) 75th percentile

2026: threshold (50% payout) 30th percentile, target (100% payout) 55th percentile, max (200% payout) 80th percentile; super stretch (250% payout) 90th percentile

end result in TSC: from $37.4M to $36.4M

from 90,500 options ($82.47) to 114,000 options ($78.33)

from 178,000 RSUs ($$14.7M) to 256,049 ($20M)

from 31,640/79,100/189,840 PSUs to 38,846/97.100/233,040

T-Mobile US: pay 27% no

Christian P. Illek  21% no; Dominique Leroy 22% no; Raphael Kübler 22% no

But only 3 of 5 pay members, not the chair

IonQ, Inc.: pay 47% no (36% no 2025)

classified: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no

Okta, Inc.: pay 24% no

classified: 95% avg yes

Directors

VEEVA SYSTEMS: Mark Carges 20% no; Gordon Ritter 27% no; Matthew J. Wallach (Co-Founder) 36% no

“Our Board determined that Mr. Wallach is an independent director under NYSE listing standards. While Mr. Wallach is a co-founder of Veeva, he has not been employed by the Company for over six years and he is financially and socially independent from Veeva and current Veeva executives.”

2007–2019: Co-founder and President, Veeva Systems Inc.

Independent Chair Gordon Ritter been  on board since 2008

Co-founder/CEO Peter Gassner on board since 2007

Vertiv Holdings: Steven S. Reinemund  23% no; Joseph J. DeAngelo 25% no; Roger Fradin 30% no; Joseph van Dokkum 46% no

One woman: Mr. van Dokkum serves as the chairman of the Nominating Committee

Expedia Group: combined stock: Barry Diller (Chairman) 20% no; Craig Jacobson 22% no; Alexander Wang 47% no

“Each of our current directors, except for Mr. Wang, attended at least 75% of the aggregate number of meetings of the Board and its committees on which the director served”

Chief AI Officer, Meta Platforms

No committees: 4 board meetings. He’s 29; he has the energy

Other stuff

Classified

Core & Main: Orvin T. Kimbrough 36% no

CrowdStrike Holdings: Johanna Flower 23% no; Denis J. O’Leary 39% no

IonQ, Inc.: William F. Scannell 17% no; Kathryn K. Chou (Lead Director) 29% no

Revolution Medicines: Alexis Borisy 21% no

FS KKR Capital: James H. Kropp 12% no; Michael J. Hagan 20% no; Elizabeth J. Sandler 29% no; Jeffrey K. Harrow 30% no

Guardant Health: Manuel Hidalgo Medina 24% no; Ian Clark (Lead Independent) 35% no

CrowdStrike Holdings: Advisory Vote on the Ratification of Supermajority Voting Provisions 14% yes

Upcoming Annual Shareholder Meetings

Monday, June 29, 2026

Snowflake Inc. (SNOW) ~$78 B

QXO, Inc. (QXO) ~$12 B

TopBuild Corp. (BLD) ~$11 B

TripAdvisor, Inc. (TRIP) ~$1.5 B

Tuesday, June 30, 2026

Devon Energy Corporation (DVN)  ~$50 B

MongoDB, Inc. (MDB) ~$25 B

The Brink's Company (BCO) ~$4.0 B

NCR Atleos Corporation (NATL) ~$3.2 B

Alumis Inc. (ALMS) ~$3.0 B

Braze, Inc. (BRZE) ~$2.2 B

Wednesday, July 1, 2026

Green Brick Partners, Inc. (GRBK) ~$3.2 B

Tuesday, July 7, 2026

GameStop Corp. (GME) ~$9.5 B

CEO/main shareholder Ryan Cohen

GameStop CEO Ryan Cohen is so determined to buy eBay that he's taken his own $35 billion pay deal off the table.

Cohen has withdrawn the proposed compensation package because he wants to fully focus on revitalizing GameStop's business and acquiring eBay, GameStop said in a press release on Tuesday.

Thursday, July 9, 2026

Planet Labs PBC (PL) ~$8.7 B

Chewy, Inc. (CHWY) ~$7.5 B

Founder Ryan Cohen

Olaplex Holdings, Inc. (OLPX) ~$1.3 B

<THE BIG VOTE BUMPER>

THE BIG VOTE

Matt

Director vote discrepancies: 2025 vs. 2026

Biggest DROP - sudden against votes

Jabil

Jabil directors - though in fairness, they weren’t stellar votes anyway

John Plant 2025 was 39.5% against, 2026 was 84% against

Audit

Vote predictor: 73% expected support prior to the meeting, 66% chance of >20% against - Steven Raymund as well

NV Tyagarajan was 6% against, is 69.7% against in 2026

Nom, Pay

Resignations REJECTED: “In making its determinations, the N&CG Committee and the Board each considered a number of factors it deemed relevant, including each director’s attendance and engagement, overall qualifications, contributions to the Board and its standing committees and whether acceptance of the resignation would be in the best interests of the Company and its stockholders.

ATTENDANCE VOTE: 

“Messrs. Plant and Tyagarajan attended less than 75% of the aggregate Board and committee meetings on which they each served during fiscal year 2025 due to coinciding professional responsibilities.”

“In considering attendance and engagement, the N&CG Committee and the Board noted that both Mr. Plant and Mr. Tyagarajan historically maintained strong attendance records prior to the 2025 fiscal year.

Jabil directors hit 605 on TSR (good) but 348 on EBITDA margin (less good)

Almost 30% from single community, high merit, scenario model has them weak against activists

Jabil directors had MOST OVERPAYING board status in our April 3 Proxy Countdown

Sanmina

Myhili Sankaran - 43% against, attendance, 1.3% against in 2025

2 year tenure, Nom committee, founder lead Totalitarian company

Pediatrix

John Starcher - 36% against, attendance, 1.6% against in 2025

6 year tenure, Pay committee

LESSON: Investors STILL ONLY CARE ABOUT ATTENDANCE

The only directors to get votes against had attendance failures - the standard is “show up to work”, not “do a good job”

Performance metrics uncorrelated to votes

Boards are routinely REJECTING resignations UNLESS it’s politically expedient to accept (as in Cracker Barrel)

Other notable

Free Float effect: Adobe’s Dan Rosenweig went from 7% against in 2025 to 31% against in 2026.  We said:

Vote against “Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to Narayen”

Men might be slightly better off than women

Average vote delt was 0.02% improvement (basically same year over year), average vote delt for women was slight degradation (0.2% more against on average)

Biggest IMPROVEMENT - sudden for votes

Netflix

The biggest year over year vote improvement was for the TWICE “deposed” director Jay Hoag at Netflix

Last year Hoag was voted out, but his resignation ignored by the board, due to attendance failures.

For showing up to one extra meeting, he went from 79% AGAINST in 2025 to 7% against in 2026

Investors were indifferent to the fact that it was the SECOND time Hoag was voted out, the SECOND time the board rejected the resignation, and his performance is at best weak and at worst horrible overall

390 TSR, 125 earnings margin

Boards of Peloton, Netflix, Zillow - and FF data has him as the dictator in charge at Peloton as board chair and a director at the controlling entities (though he “disclaims ownership” of the shares)

Every board Hoag is on is a controlled or de facto controlled entity

AO Smith and Air Products

AO Smith

Martin Lois: 9% against from 37% against

Air Products

Dennis Reilley: 1.5% against from 38% against

Paul Hilal: 2% against from 39% against

Andrew Evans: 0.7% against from 29% against!

Both were targets of activists in 2025, both not targets of activists in 2026

LESSON: Investors only care about things FOR ONE YEAR

Jay Hoag, irrespective of a 20 year tenure and multiple votes out, gets voting in since he attended the meetings

Performance metrics uncorrelated to votes

Activists cause due diligence (at both investors and ISS/Glass Lewis) - and that due diligence is ignored the following year

Directors that were targeted by activists and/or proxy advisors in one year does not carry over - despite the fact that TSR/performance has not improved

In fact AO Smith is NEGATIVE for the year

Other notable

A10 Networks

Eric Singer: 52% against from 74% against - plurality voting!

Whole board among the biggest positive changes

Bob Vitale (Bellring Brands, Post Holdings, Energizer) got 26% against at Bellring in 2026 (down from 8% against in 2025), 17% against at Energizer (up from 25% in 2025), and 1% against at Post (compared to 2% in 2025)

Votes are not person centric even remotely

That’s the Proxy Countdown for the week of June 22, 2026. 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