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Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets 128 filings The headlines: PayPal stole HP’s CEO by promoting Chair Enrique Lores to CEO, replacing Alex Chriss; HP director Bruce Broussard appointed Interim CEO Walt Disney: Parks Man Josh D’Amaro promoted to CEO; former CEO Bob Iger remains as director and Senior Advisor until 12/31/26 Walden gets golden hello again one-time equity award with $5.26M target value and $3.75M base salary (more than new CEO's $2.5M) Gender Ratio: In this specific data set, approximately 75% of the new appointments are men, while 25% are women. Meta Platforms, Inc. (META): $2M cash and $60M equity golden hello appointed former director Dina Powell McCormick as Vice Chair and President best known for having been the United States Deputy National Security Advisor for Strategy to President Donald Trump Married to GOP senator Dave McCormick, former CEO of Bridgewater Associates On the board of Robin Hood, a charitable organization which attempts to alleviate problems caused by poverty, along with Jeff Bezos's brother Mark, DJ D-Sol, and Emeritus Director Larry Fink, et al. JABIL INC (JBL): Mark T. Mondello resigned Executive Chair; Consulting Agreement until January 22, 2028: will provide advisory and strategic services when requested for a monthly consulting fee of $145,833.00 Median employee: $12,144 144:1 consulting ratio “when requested” Based on math of typical consulting agreements he will make approximately $14,583 per hour CEOs becoming Chair and/or former CEOs sticking around to be Executive Chair:  Genuine Parts CEO Will Stengel will be Chair" (following the retirement of Paul D. Donahue). U.S. Bancorp: "CEO Gunjan Kedia to become Chair" (following the resignation of Andrew Cecere). DTE Energy: "CEO David Slater appointed Chair" (as Robert Skaggs, Jr. transitions to a regular director role Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO; former CEO/Chair Max Mitchell remains as Exec Chair DONALDSON Co: COO Richard B. Lewis promoted to CEO; former CEO/Chair Tod E. Carpenter remains as Exec Chair AMPHENOL CORP /DE/ (APH): CEO R. Adam Norwitt to become Chair (former CEO) Current Chair Martin H. Loeffler resigning PROXY CAGE MATCH Still nothing crazy   VOTE RESULTS TABLE  35 meetings market cap over $1 billion 9 total SHPs: 4 at Visa Zscaler, Inc. (ZS): declassify 51% yes (McRitchie) MICRON TECHNOLOGY: 43% YES special meeting rights JABIL INC (JBL) 1 38% YES Act by Written Consent Visa independent chair 16% YES: National Legal and Policy Center act by written consent 33% YES: John Chevedden report on AI-Driven Online Sexual Exploitation 8% YES: Bowyer Research inclusion ROI audit 0.9% YES: National Center for Public Policy Research Same anti-DEI thing at Intuit 0.8% YES 9 pay over 10% NO Only one over 20%: BITMINE IMMERSION TECHNOLOGIES: 25% NO PAY: ~$275M pay package for Executive Chair over 5 years: only voting on this  Directors JABIL INC (JBL): John C. Plant 84% NO; N. V. “Tiger” Tyagarajan 70% NO 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. Still on board In accordance with the Company’s director resignation policy, on January 23, 2026, Mr. Plant (2016-) and Mr. Tyagarajan (2024-) offered their respective resignations. In accordance with the Resignation Policy, the Nominating and Governance Committee will recommend whether to accept or reject their respective resignations. The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days following the Committee’s recommendation. Tiger is on this committee Anousheh Ansari (2016-) LD Steven Raymuns (1996-) 15 others over 10% Highest non-attendance: Zscaler (classified): Andrew Brown 10% no; Scott Darling 27% no; David Schneider 18% no Star of the week: Robert V. Vitale 26% NO at BellRing Brands AND 17% NO at Energizer Holdings and Overboarding policy: Energizer: “We understand that some of our shareholders may have policies or practices that differ from Energizer’s regarding the number of boards on which a director who is also a current public company named executive officer may serve.” BellRing: “Since he began serving as BellRing’s executive chairman in 2019, Mr. Vitale’s service on the boards of Post and Energizer Holdings, Inc. has not impacted the discharge of his duties as chairman of BellRing. As such, our Board of Directors does not believe that Mr. Vitale’s other board commitments have interfered or will interfere with Mr. Vitale’s discharge of his duties as chairman of our Board of Directors.” THE BIG VOTE PICKS DAMION Upcoming Meetings February 9- AGM Date SHPs Company Market Cap (USD) 02/11/26 0 PTC Inc. (PTC) $17.99 Billion 02/11/26 0 Central Garden & Pet (CENT) $2.20 Billion 02/10/26 0 Rockwell Automation (ROK) $48.33 Billion 02/10/26 0 Moog Inc. (MOG.A) $10.71 Billion 02/09/26 0 Mueller Water Products (MWA) $4.31 Billion 02/09/26 0 J&J Snack Foods (JJSF) $1.84 Billion SHPs: none last year Matt Governance news round up: January 2026: Kill exempt solicitations (PX14A6G): The SEC is restricting smaller shareholders from filing "exempt solicitations" (notices of intent to vote), only allowing those holding over $5 million in shares to use this mechanism. January 2026: Brian Daly suggests proxy voting may not be a fiduciary duty: Index funds maybe SHOULDN’T vote at all in the speech, plugs AI as the solution. Back of the envelope analysis: Half of US companies don’t have an investor with >$5m (small and micro caps), so no option for exempt solicitations? 23% of US companies are totalitarian - controlled or effectively controlled by an insider (or just insiders) The majority owners are Blackrock, State Street, and Vanguard with ~20% of every company in aggregate - and zero filed exempt solicitations in the last 10 years Taken together: 25%+ of every company vote might be non votes, the same 20% that would have easily met the threshold for filing an exempt solicitation Anyone with a bylaw amendment threshold requiring a percentage of outstanding shares will effectively be gifted no more shareholder driven bylaw amendments No more exempt solicitations Paired with no more engagement, proxy advisor use counting as “collusive”, and investor mandatory arbitration, and you have effectively ONE INVESTOR LEFT: rich activists Fine print roundup Tyson Foods: Les R Baledge, Independent director (as of Record date December 8, 2025) Les R. Baledge, 68, is a private investor with broad experience who served as Executive Vice President and General Counsel of the Company from 1999 to 2004 [under John Tyson, family member and chair]. He began assisting the Company with legal matters in 1982 [under Tyson’s daddy]. Mr. Baledge previously served on the boards of two public companies, BMP Sunstone Corp. and Fairfield Communities, Inc. and has been a member of the Board since February 2020. The Board believes that Mr. Baledge’s significant financial and legal expertise, his service on and advice to boards of other public and private companies and his long association with the Company qualify him to serve. Mr. Baledge was previously determined to be non-independent due to his service as one of the trustees of the Donald J. Tyson Revocable Trust. Mr. Baledge stepped down as trustee of the Donald J. Tyson Revocable Trust effective November 13, 2025, after which the Board determined he qualifies as independent under the New York Stock Exchange corporate governance rules John R Tyson, 35, director since May 2025 after being fired as CFO for problems with alcohol, who also happens to still be technically an employee of some kind with no title: Mr. John R. Tyson was appointed to the Board on May 8, 2025 and, following his appointment to the Board, he remains an employee of the Company. Upon his appointment as an employee director, Mr. John R. Tyson receives annual cash and equity compensation…. It also includes amounts for event tickets and security services. Total summary comp: 846k Emerson Electric After careful consideration, the Board is once again submitting for approval by shareholders the following proposed amendments to our Restated Articles of Incorporation to eliminate, over a period of three years, the classification of our Board of Directors, without affecting the unexpired terms of Directors. We made a similar proposal in 2025, 2024, 2020 and 2013. The affirmative vote of 85% of the total voting power of all outstanding shares, whether or not present or represented by proxy at the 2026 Annual Meeting, is required to amend the Company’s Restated Articles of Incorporation to declassify the Company’s Board of Directors 2025: 98.34% in favor, but only 74% of the 566m shares voted (womp womp) Franklin Resources Fun with charts: to show a reasonable average tenure, they focus on ONLY independent directors But when you’re talking DIVERSITY, you have to add the niece of the founder and CEO of the company, or else women on the board look bad… And just in case anyone asks about AI expertise on the board, you’ve got that skill covered Just don’t ask WHO has the skill, because you’ll be surprised to learn its the sibling duo who spent their lives in finance at this company… Apple 2024 gaslight: Under the Board's retirement policy, directors generally may not stand for re-election after attaining age 75. In consideration of the transition of the role of Chief Financial Officer from Luca Maestri to Kevan Parekh on January 1, 2025, significant recent refreshment in board composition, and the value of retaining directors who have developed deep insights into the Company during their tenure, the Board determined that it would be in the best interests of Apple and its shareholders to ask Ron Sugar, the Chair of th

Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Dumb pay Xmas week pay dump: CrowdStrike performance-based equity award granted to CEO George Kurtz with target value of approximately $140M; worth up to $280M with 90th percentile TSR and $70M with 25th percentile TSR Warner Bros. Discovery $96M: Make-Whole RSU award to CEO Daivd Zaslav of 1,963,465 shares; after January 2 Follow-On Option award of 3,052,734 options because share price is down Under a new employment agreement executed on June 12, 2025, Zaslav received a special award of 20,898,776 stock options with an exercise price of $10.16 (~$400M). Additionally, on January 2, 2026, he was granted 3,052,734 follow-on stock options with an exercise price of $28.51 (~$40M). To address the higher exercise price of these options compared to the initial grant, Zaslav received 1,963,465 restricted stock units on January 5, 2026 (~$56M). BERKSHIRE HATHAWAY CEO Greg Abel salary increased to $25M Aon plc Gregory C. Case extended contract: $50-100M performance shares; increase salary to $1.75M; capped at 100% target if TSR negative Duolingo $14M CFO golden hello Gillian Munson, Director since 2019 & Audit Committee chair  Executive chair and former CEO junk: IDEXX LABORATORIES CEO  and Chair Jonathan (Jay) Mazelsky stepping down as of May 12, 2026 and will transition to the role of Executive Chair Michael (Mike) Erickson, PhD, will assume the role of CEO and join the Board as a Class II Director Lawrence D. Kingsley, currently serving as the Board’s independent Non-Executive Chair, will serve as independent Lead Director Toll Brothers promoted Karl K. Mistry to CEO effective March 30, 2026; to join board Douglas C. Yearley, Jr., the Company’s current Chairman and CEO will remain as Executive Chair of the Board, with $6.6M annual pay CATERPILLAR former CEO and current Executive Chair D. James Umpleby III resigning CEO Joseph E. Creed will become Chair amended bylaws to change name from “Presiding Director” to “Lead Independent Director.” AMERICAN INTERNATIONAL GROUP (AIG) Chairman & CEO Peter Zaffino intends to transition to Executive Chair of the Company and retire as CEO by mid-year; Eric Andersen will be CEO Elect, effective February 16, 2026 Zaffinos's long-term target reduced from $17.5M to 7.5M; everything else the same; Zaffino's target pay will be $15M, down from $25M new CEO Anderson target pay will be $18M and will get $12.5M golden hello equity award; Someone did it right: NRG ENERGY Robert Gaudette promoted to CEO; replacing Lawrence Coben new CEO Robert Gaudette will join board; Lawrence Coben resigning from board director Antonio Carrillo to become Chair Oracle old people: ORACLE: George H. Conrades, age 86, and Naomi O. Seligman, age 87, retired Board observer? SUI Group Holdings CFO Joseph A. Geraci, II resigning from board but staying as Board Observer appointed Mr. Brian Quintenz PROXY CAGE MATCH Paramount fires back at Warner Bros. bid, launching proxy fight for board seats at annual meeting Paramount Skydance (led by David Ellison) has filed a lawsuit in Delaware to block or expose the details of an $82.7 billion deal where Netflix would acquire Warner Bros. Discovery’s (WBD) studio and streaming assets. Paramount claims WBD’s board is hiding financial data and "misleading" shareholders by choosing Netflix’s lower offer over Paramount’s $108 billion all-cash bid. Because WBD’s board (led by CEO David Zaslav) has repeatedly rejected Paramount, David Ellison is launching a "proxy fight." He plans to nominate a new slate of directors to the WBD board who will vote to kill the Netflix merger and accept Paramount’s hostile takeover instead. Lululemon founder Chip Wilson launches proxy fight for board shakeup Lululemon founder and major shareholder Chip Wilson has launched a formal proxy fight against the company's board, accusing them of a "total failure of oversight" and a lack of "visionary creative leadership." The move comes in response to the announcement that CEO Calvin McDonald will step down in January 2026; Wilson argues that the current board cannot be trusted to select a successor and must be reshuffled before a new leader is chosen. Wilson has nominated three independent director candidates to be elected at the 2026 annual meeting and submitted a proposal to "declassify" the board so that all members must stand for election annually. Wilson's Board Nominees: 1. Marc Maurer: Former co-CEO of On Holding. 2. Laura Gentile: Former Chief Marketing Officer of ESPN. 3. Eric Hirshberg: Former CEO of Activision Publishing. Simultaneously, the activist hedge fund Elliott Investment Management (led by Paul Singer) has built a $1 billion stake and is pushing for its own preferred candidate, Jane Nielsen (former Ralph Lauren executive), to be named the next CEO.   VOTE RESULTS TABLE  53 meetings 47 average well over 90% yes 22 at least 99% yes 6 hitting 99.9 Global Interactive Technologies, Inc. (GITS) 99.99 GD Culture Group Ltd (GDC) 99.999 NOCERA, INC. (NCRA) 99.999 CREATIVE REALITIES: 98% yes: Dave, Tom, Don, Dan, Dick, Steve 8 pay over 10% NO RingCentral: 29% no pay NORTHWEST BIOTHERAPEUTICS: pay 23% no Lifeway Foods: pay 47% against NEWMARK GROUP: 23% no pay 2 SHPs CISCO SYSTEMS: 1% yes: report assessing how Cisco's inclusion programs provide positive financial value to stockholders Lifeway Foods: 29% yes: form a committee of the board to conduct reviews of the Company’s management, the Company’s strategic plan and the Company’s strategic alternatives 71% average yes for board Opposition Nominees: 28% yes pay 47% no Nixxy, Inc.: Miles Jennings 89% no On December 30, 2025, Miles Jennings notified the Board of Directors (the “Board”) of Nixxy, Inc. (the “Company”) of his intention to resign as a member of the Board and all committees thereof, effective January 1, 2026. Mr. Jennings’ resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and the entire Board are deeply grateful for Mr. Jennings’ service and his contributions to the Company. Mr. Jennings has served in various executive capacities with the Company since its founding, including as Chief Executive Officer, Chief Operating Officer, and President from 2020 through March 2024, and again as Chief Executive Officer during 2025. Mr. Jennings currently serves as Chief Executive Officer of CognoGroup, Inc., a publicly traded subsidiary of the Company. Prior to that, Mr. Jennings founded the Company FG Nexus: Ndamukong Suh NFL Nominating & Corporate Governance Committee Mr. Suh has served on the Board of Directors of Cizzle Brands Corporation (Cboe Canada: CZZL) (OTCQB: CZZLF), a sports nutrition company focused on health and wellness, since August 2025. “We are building the leading capital market vehicle dedicated to accumulation and on-chain yield generation for the next decade of Ethereum (ETH). This is Ethereum’s MicroStrategy moment, but with staking yield, programmable money, and RWA tokenization.” THE BIG VOTE PICKS DAMION Upcoming Meetings January 19- AGM Date Company SHPs # Notes 1/20 Forestar 1/21 Ashland 1/21 New Jersey Resources 1/23 Acuity 1/23 MSC Industrial 1/24 Aramark 1/24 Energizer Holdings Matt Paramount vs. WBD Governance lunacy at Paramount Directors are elected per usual, with the caveat that it’s dual class (so Ellison controls the share vote) Low vote directors are directors hand picked by Ellison and are automatically on the board, making them different from directors in almost no way except they do not require a sham vote Ellison designees are also hand picked by Ellison, but they are given options in the Class B shares AND, as long as Ellison owns the company, “each Ellison Designee (which shall not include any Low-Vote Designee) shall each have a number of votes on any matter presented to the Board or any committee thereof equal to one more than the total number Directors of the whole Board or committee thereof, as applicable.” Meaning not only are SHAREHOLDERS at a disadvantage (their vote doesn’t count), the directors they MIGHT have chosen or agree with are ALSO at a disadvantage (Ellison gave his hand picked cronies dual class BOARD VOTES) Andy Campion, ex Nike and Starbucks, Williams Sonoma director, was announced as an “Ellison Designee” Dennis Cinelli, just named CFO of the company, was picked as a Ellison Designee in September, replaced by Andy Campion No Paramount wants to slate a board - which means Ellison wants to hand pick a DIFFERENT board No Action Updates For being “too busy” thanks to the government shutdown, the SEC has so far responded to 70 of 103 proposals - all exclusions. Of the 103 proposals, 52 were John Chevedden 45 of the 52 got the SEC response (exclude) ALL of them were basic governance:  Declassify Majority vote Special meeting CEO/Chair split Director resignation after vote out policy Anti-Chevedden SEC sentiment is STRONG - and now you know it wasn’t “woke” or “anti woke” they were trying to stop, it’s shareholder rights For proponents with at least 3 proposals, Chevedden has the highest response rate 87% of Chevedden proposals got a response, all were excluded SEC only responded to 29% of the next highest - NCPPR That’s the Proxy Countdown for the week of January 12, 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

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

Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Walmart Inc. (WMT) C. Douglas McMillon resigning; John R. Furner replacing C. Douglas McMillon resigning at 2026 AGM; John R. Furner elected Doug McMillon will retire as CEO effective January 31, 2026.  John Furner will formally become President & CEO on February 1, 2026. John started as a part-time associate in 1993, has led merchandising, operations, sourcing, and was previously CEO of Sam’s Club. Since 2019, he’s been President & CEO of Walmart U.S., overseeing Walmart’s U.S. operations John is being added to Walmart’s Board of Directors immediately.  Doug will remain on the board through Walmart’s next annual shareholders meeting (June 2026). He’ll also serve as an advisor to John through the end of fiscal year 2027. He’ll earn a base of $1.5M/year, and his restricted/performance stock awards will continue vesting through Jan 31, 2027 if he remains employed.  His non-compete obligations are extended through January 31, 2029, per the new agreement. Tracking Noteworthy 8-Ks since October 8th: DIrector comings and goings: Men added:  Men subtracted:  Women added:  Women subtracted:  Stick to 2F Down to 2F: Down to 1F: Stupidities/Oddities: OpenAI says Larry Summers has decided to resign from board of directors Larry Summers announced he is resigning from OpenAI’s board of directors.  OpenAI’s board publicly said they “respect his decision” and thanked him for his service.  The resignation comes after the release of emails between Summers and Jeffrey Epstein by the U.S. House Oversight Committee.  In those emails, Summers corresponded in a friendly way with Epstein—even seeking personal / romantic advice.  Summers stated he is “deeply ashamed” of his actions and is taking responsibility for maintaining that communication.  Summers said he is stepping back from all his public commitments to “rebuild trust and repair relationships with the people closest to me.”  He’s also going on leave from Harvard, where he had been teaching.  Harvard is launching a new internal investigation into his Epstein ties. AMERICAN INTERNATIONAL GROUP, INC. (AIG): President John Neal will no longer be joining company John Neal, former CEO of Lloyd’s of London, was set to join AIG as its President (effectively a No. 2 role).  His compensation package was reportedly very large — the WSJ says up to $17 million in his first year.  The controversy centers on Neal’s past at Lloyd’s: allegedly he had an inappropriate workplace relationship with Rebekah Clement, a former director of corporate affairs at Lloyd’s.  There were also concerns raised at Lloyd’s about preferential treatment: Clement was promoted into a role that reported directly to Neal, and there were complaints from employees.  Additionally, Neal’s daughter was employed at Lloyd’s in a communications role, which raised further governance questions.  Lloyd’s of London has reopened an investigation into Neal’s conduct.  AIG terminated (or “mutually agreed to end”) Neal’s appointment, citing “personal circumstances” in a filing. “American International Group, Inc. (NYSE: AIG) today communicated that it has reached a mutual agreement with John Neal, who had been named to the position of President effective December 1, 2025, that he will no longer be joining the Company due to personal circumstances. AIG Chairman & CEO Peter Zaffino will continue to work with the Board on the future organizational structure of the Company to drive performance on behalf of its clients, partners, and stakeholders.” The decision came fairly late — Neal was set to start December 1, 2025, before the reversal.  It appears AIG learned of the reopened Lloyd’s investigation only recently, which seems to have prompted them to pull back.  This isn’t the first time Neal has faced scrutiny for workplace relationships: when he was CEO of QBE Insurance, his bonus was cut because he failed to disclose a romantic relationship with an assistant.  ‍ ‍ NEOs CEOs Money TRACTOR SUPPLY: retention equity awards of $20M to CEO Harry A. Lawton III Rivian Automotive: 36.5M stock option grant /$4.6B CEO stock award to CEO RJ Scaringe PROCORE TECHNOLOGIES, INC. (PCOR) appointed Dr. Ajei S. Gopal as CEO founder and former CEO Craig Courtemanche, Jr. remains as Chair $3M equity and $500k cash to former CEO "to recognize the extraordinary amount of time, energy, and effort that Mr. Courtemanche dedicated to identifying, evaluating, and meeting with multiple potential CEO candidates, and ultimately successfully recruiting and onboarding Dr. Gopal, all while continuing to lead the Company as its President and CEO" EMERSON ELECTRIC CO (EMR): Karsanbhai and COO Ram Krishnan: potential value of $38M each PROXY CAGE MATCH Novo Nordisk faces a shareholder backlash as the Danish drugmaker's minority investors prepare a protest vote against a board shake-up forced through by its dominant shareholder, the Novo Nordisk Foundation. The Novo Nordisk Foundation, holding 77% of voting rights but just 28% of share capital, used its dominance to push through a major board overhaul at an extraordinary shareholder meeting.​ Foundation chairman Lars Rebien Sørensen was installed as Novo Nordisk’s new board chair—a dual role that raised governance concerns among minority investors due to its unprecedented consolidation of power.​​ Sørensen indicated he intends to serve for only 2–3 years and pledged to return to an “arm’s length” oversight model once a successor is named.​ Sørensen plans to prioritize appointing board members with recent pharmaceutical and over-the-counter (OTC) experience, reflecting the company's pivot to direct-to-consumer models.​ The shake-up followed the abrupt resignation of former chair Helge Lund and six independent directors, who stepped down after disputes with the Foundation over the pace and scope of board renewal.​ The Foundation argued that a comprehensive and rapid board refresh was necessary to stabilize the company and support long-term growth, while the former board favored a slower, incremental approach.​ Despite opposition, the new board slate received over 90% of the vote, though many minority shareholders either opposed or abstained as a protest.​ Major shareholders are reacting differently: Norway’s sovereign wealth fund plans to abstain, while CalSTRS (California State Teachers’ Retirement System) will oppose the proposed board candidates.  Proxy advisor ISS (Institutional Shareholder Services) recommended abstaining, citing concerns over the unilateral and opaque nature of the Foundation’s board overhaul. Novo recently appointed Mike Doustdar as CEO, in a fast-tracked process pushed by the Foundation, which was frustrated by what it saw as a passive board.   VOTE RESULTS TABLE  Tesla: Vote results: [actual vote result % support] / [vote result % support with insiders backed out]... thanks to Mr. CorpGov Proposal 1: Director elections Ira Ehrenpreis: 64.6% / 49.9% Joe Gebbia: 86.7% / 81.2% Kathleen Wilson-Thompson: 77.9% / 68.8% Proposal 2: Say-on-Pay 78.2% / 69.2% Proposal 3: A&R 2019 Equity Incentive Plan 78.7% / 69.8% Proposal 4: 2025 CEO Performance Award 76.7% / 66.9% Proposal 5: auditor ratification 97% / 96% Proposal 6: eliminate supermajority voting requirements (management proposal; however, no board rec) 53.5% Hypothetically, if inside owners had cast their votes AGAINST this proposal, and we were to back those shares out from the AGAINST vote tabulation, the proposal would have received 76% support, thus meeting the supermajority threshold to pass. Shareholder proposals: Proposal 7: Board authorization XAI investment: 43.3% Hypothetically, if inside owners had cast their votes FOR this proposal, and we were to back those shares out from the FOR vote tabulation, the proposal would have received 19.4% support. Proposal 8: Integrating sustainability metrics into senior executive compensation plans: 8.8% / 12.4% Proposal 9: Child labor audit: 7.6% / 10.8% Proposal 10**: Amend bylaws to repeal 3% derivative suit ownership threshold: 24.8% / 35% Proposal 11**: Amend Article X of the bylaws: 15.3% / 21.7% Proposal 12: Annual Director elections: 53.8% / 76% Proposal 13: Eliminate supermajority vote provision: 31.9% / 45% Proposal 14: Shareholder approval requirement prior to adopting an amendment to the bylaws: 48.8% / 69% Other than Tesla: 15 votes, 6 SHPs 3 call special meeting Texas Pacific Land Corp (TPL): call special meeting 15% yes JACK HENRY & ASSOCIATES INC (JKHY): call special meeting 49% yes LAM RESEARCH: Realistic Shareholder Ability to Call for a Special Shareholder Meeting 41% YES Separation of CEO/Chair: 34% YES Sysco Fox Corp (FOX, FOXA): simple majority vote 38% YES; improve compensation program 4% YES Directors: Tesla: Ira Ehrenpreis: 64.6% / 49.9% Joe Gebbia: 86.7% / 81.2% Kathleen Wilson-Thompson: 77.9% / 68.8% LAM RESEARCH CORP (LRCX): 19% NO Nominating Committee Chair Michael R. Cannon 11% NO Chair Abhijit Y. Talwalkar      Fox Corp (FOX, FOXA): Lachlan K. Murdoch: 17% NO William A. Burck: 17% NO Chase Carey: 18% NO Margaret “Peggy” L. Johnson: 15% NO Paul D. Ryan: 24% NO NEWS CORP (NWS, NWSA): Lachlan K. Murdoch 10% NO José María Aznar 20% NO Natalie Bancroft 16% NO Masroor Siddiqui 12% NO The other 12: 96% yes avg 97% yes avg avg 99% yes avg 98% yes avg 98% yes avg 95% yes avg 96% yes avg 97% yes avg 99% yes avg 98% yes avg 97% yes 98% average YES THE BIG VOTE PICKS DAMION Upcoming Meetings November 10- AGM Date Company SHPs # Notes Matt SEC no-action ruling SEC blamed the “government shutdown” and “guidance” to issue the following: “the Division has determined to not respond to no-action requests for, and express no views on, companies’ intended reliance on any bas

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 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 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 Nomina

The silent female retreat The not-so-secret power of the lead independent director An aggressive activist atmosphere is heating up A college professor in a bow tie gets voted out And on the Big Vote, Matt talks Surveys Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Tracking Noteworthy 8-Ks since September 24th: DIrector comings and goings: Men added: 22 Men subtracted: 7 Women added: 6 Women subtracted: 5 Down to 2F: Fannie Mae: Karin Kimbrough resigned Down to 1F: F&M BANK: Daphyne S. Thomas retired Rocket Companies, Inc. (RKT): Jennifer Gilbert resigned; appointing Mr. Jay Bray to serve as a Class II director and Mr. Tagar Olson to serve as a Class I director Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July) Stupidities/Oddities: IDEXX LABORATORIES INC /DE (IDXX) elected Karen Peacock Ms. Peacock will stand for election by stockholders as a Class I Director at the Company’s 2027 IonQ, Inc. (IONQ, IONQ-WT) appointed John W. Raymond General Raymond was appointed as a Class I director whose term will expire at the Company’s 2028 Annual Meeting of Stockholders Rocket Companies, Inc. (RKT) appointing Mr. Jay Bray to serve as a Class II director until 2028 Mr. Tagar Olson to serve as a Class I director until 2027 F&M BANK CORP: Daphyne S. Thomas: Upon reaching the mandatory retirement age, Ms. Thomas became an honorary director and will continue to function as such until she tenders her resignation to the board or until the board requests that she tender her resignation. Under Section 2.11 of the Bylaws, an honorary director may attend board meetings but is not entitled to vote. NEOs Disney: Sonia L. Coleman, the Company’s Senior Executive Vice President and Chief Human Resources Officer, changed title was to Senior Executive Vice President and Chief People Officer increased Ms. Coleman’s annual base salary to $1,000,000; increased her target annual bonus opportunity to 175% of her base salary; and increased her target long-term equity incentive annual award value to 375% of her base salary CEOs COMCAST CORP: Michael J. Cavanagh will be appointed Co-CEO along with current CEO and Chair Brian Roberts, the son of Comcast founder Ralph Roberts VERIZON COMMUNICATIONS: lead director Daniel H. Schulman succeeding Hans E. Vestberg Money Norfolk Southern: One-time cash retention to all NEOs Mark R. George—$4,000,000; Jason A. Zampi—$2,250,000; John F. Orr—$3,000,000; Claude E. Elkins—$2,000,000; and Anil Bhatt—$2,000,000 Pepsi CFO Golden Hello: $9M Strategy Inc: increase to the annual cap for the security program maintained for Michael J. Saylor, Executive Chairman/former CEO/co-founder, under which the Company covers certain security-related costs. Previously, the annual cap for this program was $1,400,000; effective in calendar year 2025, the cap will be increased to $2,000,000 Dell Technologies: one-time performance-based stock option award to COO Jeffrey Clarke valued at $132.4M CSX CORP: appointed Stephen Angel as CEO; $10.1M golden hello PROXY CAGE MATCH Activist investors launched a record number of new campaigns in Q3, with 61 new campaigns, up sharply from 36 a year earlier. Barclays’ new data show that activism is accelerating globally, with a 90% quarter-on-quarter increase in the U.S. Year-to-date figures indicate nearly 191 campaigns targeting 178 companies, with activists securing 98 board seats and driving approximately 25 CEO departures thus far Japanese game company GungHo Online Entertainment, has rejected a proposal from activist investors to dismiss its longtime CEO Kazuki Morishita The proposal was put forward by Strategic Capital, a Tokyo-based investment fund which controls over 11% of GungHo’s voting rights. During an extraordinary shareholders’ meeting held at its request on September 24, the activist pushed for: 1) the requirements for ousting an executive to be relaxed 2) for Morishita to be fired from his position as CEO. While the first proposal was accepted, the attempt to remove Morishita failed, not gaining enough votes from majority shareholders.  Irenic Capital Management, which owns about 2% of Workiva, wants board and governance changes: Specifically, the hedge fund is urging the company to collapse its dual-class share structure, make all board members stand for election every year and add two newcomers, including Irenic executive Krishna Korupolu, to the board. The hedge fund also expressed considerable concern about the company's governance, noting that five of its seven directors have served on the board since 2014. Acadia Healthcare has appointed Todd Young as CFO, amid growing pressure from activist investors  Khrom Capital and Engine Capital — which together own more than 8% of the company   VOTE RESULTS TABLE  Freedom Holding Corp. (FRHC) 0 SHP classified; Philippe Vogeleer 99.2% FEDEX CORP (FDX) 1 SHP: independent board chairman 43% yes 97% yes; Smith 10% NO 37% NO pay PAUL S. WALSH (CHAIR) 94% Silvia Davila 97% Susan Patricia Griffith 98% Amy B. Lane 99.5% Susan C. Schwab 96% GENERAL MILLS INC (GIS) 2 SHP Regenerative Agriculture Practices Within Supply Chain 27% YES Separate the Board Chair and CEO Roles 36% YES avg 97% YES RPM INTERNATIONAL (RPM) 0 SHP 99.7% YES Craig Morford; 9/12 up for election as company in process of declassification CARPENTER TECHNOLOGY CORP (CRS) 0 SHP Classified at John Wiley & Sons: 54% said NO to Governance Committee Chair Brian Hemphill The Board, upon recommendation of the Governance Committee, determined not to accept Mr. Hemphill’s resignation: “The Board concluded that the voting outcome reflected proxy advisory firm recommendations unrelated to Mr. Hemphill's individual performance or contributions. The Board determined that Mr. Hemphill's continued service is in the best interests of the Company and its shareholders” THE BIG VOTE PICKS DAMION Upcoming Meetings September 29- AGM Date Company SHPs # Notes 10/13 MillerKnoll Inc 0 Classified: 3 dirs 10/14 Procter & Gamble 1 As You Sow: Plastic Packaging 23% 10/16 Medtronic 0 Irish 10/16 CACI International 0 no Say on Pay; 3 directors Matt SURVEY SEASON Executives PwC Board Effectiveness Survey - August 2025 All NEOs, ~500 of them Biggest representation in tech/media (23%) Mostly mid (35%) and large (26%) companies Directors PwC Annual Corporate Directors Survey - October 2025 More than 600 directors surveyed Mostly mid cap (33%) and large cap (37%) Mostly men (65%) - and no question about race/ethnicity Mostly longer tenured (6+ years, 56%) Asset Owners Morningstar’s Voice of the Asset Owner Survey 2025 - October 2025 500 asset owners, 19tn in assets Mostly EU and APAC, 20% US Mostly 1-100bn in assets SURVEYS SAY… How important is voting out a director? Executives: 93% of executives say at least one director should be replaced, 78% say 2 or more Directors: 55% think AT LEAST ONE should be replaced, and 7% of directors - nearly 1 in 10 - think MORE THAN TWO directors Investors: 35% said they voted - IN EITHER DIRECTION - at all To put that in perspective, investor voter turnout is roughly equivalent to voter turnout in Syria (37%) Are boards any good? Executives: 35% of executives rate their boards as “excellent” or “good” IT executives think their boards are the WORST - only 21% think they’re effective at all, and 40% think they’re straight up “Poor” Directors: 68% of board Boards think they have an effective assessment process Investors: only 35% of investors said board composition was material AT ALL, much less worrying about how effective those boards were Are we culling directors that suck? Executives: 50% of executives feel confident a board will remove an underperformer Directors: 34% of directors think the chair/lead director is “very effective” in dealing with underperforming directors - the lowest of the options Investors: Only 35% even VOTE, and the average vote for a director is 96% in favor - 0.2% of directors annually are voted out Why aren’t we cutting directors exactly?? Executives: 57% said “Board leadership is unwilling to have difficult conversations with underperforming directors”, while 48% say “Individual director assessments are not performed” This checks out - only 27% of directors said as part of the assessment process, they did individual assessments ACTION ITEM: USE DATA TO DO INDIVIDUAL ASSESSMENTS Directors: The main reason why they haven’t been replaced is “personal relationships with board members” Investors: Only 35% even VOTE, but 52% do vote on shareholder resolutions - maybe if there was a shareholder resolution that said “do a report on individual director assessments, focusing on old, long tenured, underperforming directors”, they might actually approve a report on it since they won’t vote against a human?   What makes a sucky director? Executives: advanced age, overboarding, long tenure, and unprepared for meetings When asked what a coaching a board chair should give underperforming directors: 36% say “not actively participating in discussions”, and 33% say dominating discussions Directors: “does not meaningfully contribute to discussions” and “long tenure” Investors: only 14% of asset owners find it “very useful” to do stewardship, which includes voting proxies, and 16% said they “don’t know” if it’s useful - the only time we see votes against consistently is for attendance and overboarding (like SUPER overboarding) What’s the most important issue? Executives: Executives are asking boards to spend more time… on ESG?  50%, the highest overall ask. What keeps them up at night is talent management (18%) Directors: 34% said they plan on adding “industry expertise” - which suggests 1 in 3 boardrooms might have none? Investors: Business ethics remains number 1, and is the TOP RANKED material issue of every issue they asked - 68% of asset owners agreed W

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)

Tesla proxy breakdown, plus director adds and U-Haul’s "do you like us, check yes or no”

This is Proxy Countdown. Welcome to the big show for the week of July 7, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown, our wrapup of the 2025 proxy season: Our top theories, including: The Fortune 500’s quiet rejection of having a minimum of three women on the board And companies who sidestep the alternative democracy by appointing directors less than a month after their annual shareholders meeting Highlights from the proxy cage match season, including: Shareholders suddenly paying attention when an activist comes knocking And the quirky battles between ISS and Glass Lewis A look back at trends from the meeting votes, including illogical shareholder voting patterns and directors still don’t matter And finally, on the Big Vote, Matt takes a deeper look at the 2025 proxy season data Trade Wire - BUY/SELL Top Theories: Absurd Golden Hellos: CFO Turnover craziness Fortive Corporation’s new CFO Mark Okerstrom will receive a golden hello package consisting of a one-time sign-on cash award in the amount of $2.5M and a one-time sign-on equity award with a target value of $10M State Street’s new CFO John Woods gets a one-time cash payment of $1M and then One-time buy-out awards consisting of $3M cash and $12M equity. New MongoDB CFO Michael Berry will get two equity grants: a new hire grant worth $9M and a sign-on bonus grant worth $3M. It’s cute how they each have their own name. Peggy Alford, eBay’s new CFO gets $14M in new hire equity along with about $7M in one-time equity make-good payment equity Again, thanks for naming complicated stuff eBay Likewise, Western Digital’s new CFO Kris Sennesael starts with $2M cash; $10M equity Zscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUp Newly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses. Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him? Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity. While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary. The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions. Director golden hellos MicroStrategy will now grant new directors a golden hello package consisting of $2M in equity. Nothing spells independence like a $2 million handshake. Also waiting 19 days was MicroStrategy, who snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room. Palo Alto Networks has appointed 2 new directors: Helle Thorning-Schmidt and Ralph Hamers. They will each receive a golden hello equity grant worth $1M. In addition, Palo Alto directors receive about $400,000 in annual pay. Compensation amounts such as these immediately call into question whether the new directors will be able to provide effective and independent oversight of management. CEOs At Fiserv, the golden hello package for new CEO Michael Lyons consists of a replacement equity award valued at roughly $28M and a cash payment of $11,665,108.57. It’s so specific it almost hurts my heart. Skyworks Solutions’ new CEO Philip Brace, who is replacing Liam Griffin, will be welcomed with $30M in performance shares and $300,000 for relocation expenses. The relocation expenses alone represent a CEO pay ratio of 9:1 while the golden hello bonus of $30 million is 924 times greater than the median worker’s compensation. Let the power trip begin! And Gerrit Kazmaier, the new President, Product and Technology of Workday, will receive a welcome duffle bag full of $1M cash and $30M equity. Crown Castle announced that Dan Schlanger will become interim CEO after the termination of CEO Steven Moskowitz. Dan tried to retire a few months ago but the company is throwing almost $10M to stay as interim CEO: including a monthly stipend of $100,000 and over $9M in equity. While The Kroger Co. has still not divulged why it fired longtime CEO and Chair Rodney McMullen, other than unhelpfully labeling his dismissal due to foul “personal conduct,” we now how expensive interim CEO and Chair Ronald Sargent will be: he will receive an annual base salary of $4,350,000, annualized for the duration of his service, and a stock grant valued at roughly $4M that will fully vest in one year. At Intel, new CEO Lip-Bu Tan has a bizarre golden hello package which could be worth as much as $400M if he hits all his performance targets. In addition, Tan will have to personally invest $25 million of his own money in the stock during his first 30 days on the job, and hold it for the next five years, meaning he could potentially lose money if he sucks at his job.  Insulet’s new CEO, Ashley McEvoy gets $15M in equity while the former CEO, James Hollingshead, walks away with $8.3M, including outplacement services of $25,000 and a $500 per hour consulting fee for 60 days. So if you see James hanging around a lot in the next few months I think you know why. Not bad for a dude who was CEO for nearly 3 years. UnitedHealth Group CEO Sir Andrew Witty has resigned six months after UnitedHealthcare CEO Brian Thompson was murdered in New York City. In his place, former CEO and current Executive Chair Steve Hemsley will boomerang back into a role he originally vacated in 2017. Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO. New Entegris CEO David Reeder starts with $410K cash/$11M equity, before even making a single decision other than “yes, I’ll take the job.” Bath & Body Works has a new CEO, Daniel Heaf, who will replace Gina Boswell. The total bill to shareholders is more than $17M: a golden hello of $5M and a golden parachute of $12M And at Omnicom Group, Chair and CEO John Wren is giving up his $1M annual salary in order to get a massive pile of 4M options without performance-based conditions. This means that if the company can get back to its share price from only 6 months ago the CEO will have managed to make $120M. New FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity. The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation. Retention awards Goldman Sachs CEO/Chair David Solomon and COO John Waldron each received retention grants worth $80M just to keep… um… doing their jobs. $39M wasn’t enough for DJ D-Sol I guess, vinyl is expensive. Chief Information and Digital Officer Thomas Peck, Jr. is getting a one-time equity award of $1.5M at Sysco Corporation to focus him on the successful implementation of a significant, multi-year technology initiative. 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. And MGM Resorts CEO William Hornbuckle gets a special one-time cash bonus of $8M merely for continuing to do his job as he signs a new employment agreement. CBRE Group’s COO Vikram Kohli received a one-time cash retention bonus of $1.45 million for not quitting. If the Company terminates Mr. Kohli without Cause or he resigns for Good Reason, there is no obligation to repay the Retention Bonus. On May 21st, about a month after its 2025 proxy statement, Thermo Fisher Scientific announced a $60M retention equity award for CEO Marc Caspar “to secure his continued leadership through at least May 2030.” On that same day, shareholders resoundingly rejected Thermo Fisher’s Say on Pay proposal: 65% NO Pay Committee chair Dion Weisler (13% NO), R. Alexandra Keith (2% NO), James Mullen (2% NO), Scott Sperling (6% NO) Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. Fairbank Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M. Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder re

Trade Wire - BUY/SELL Top Stories: Netflix Rejects Jay Hoag’s Resignation, saying “Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders” despite the glaring flaw in its logic that 79% of stockholders said NO. In new hires: DTE Energy announced that COO Joi Harris would be the new CEO, succeeding Jerry Norcia, who will become executive chair. Joi is a double ceiling breaker: becoming the first black woman in the role. UDR’s new CFO is David Bragg, who lasted only 16 months as CFO at Roots Management Group from March 2024 to June 2025. The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation. The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions. Starbucks appointed two uber-networked directors to its Board of Directors: Dambisa Moyo is on the boards of Chevron Corporation and Condé Nast and previously served on the boards of SABMiller, Barclays Bank, 3M, and Seagate Technologies.  Marissa Mayer previously served as CEO and director at Yahoo!. Mayer currently serves on the boards of Walmart, AT&T, and Hilton Hotels & Resorts. She also served on the board of Nextdoor. In ‘circumventing the alternative democracy’ news: Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting. Democracy avoided. Similarly, PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting. Also waiting 19 days was MicroStrategy, who snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room. In ‘here’s some more money for hanging around’ news: Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M. Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median. Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M. Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program. And finally, in a tribute to simpler times, here’s the announcement: “On May 20, 2025, at the Contractor Connection RESTORE Conference, Larry C. Thomas, global president of Platform Solutions of Crawford & Company announced his plans to retire from the Company effective at the end of the year. Mr. Thomas has been with the Company since 1983.” Retiring at a conference; seems so old-fashioned PROXY CAGE MATCH 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 vote: Wielansky (99.6% YES) and Freed (98.8% YES) ISS Supports Compelling Case for Change to AstroNova Board of Directors ISS finds “change at the Board level is warranted to improve independence and oversight” 2024 vote: 97% YES for entire board last year ISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman. 2024 vote: Against: 2.4%; Abstain: 12.1% Texas Enacts New Law to Regulate Proxy Advisory Firms SB 2337 aims to limit proxy advice based on "nonfinancial" factors such as ESG and DEI and requires proxy advisors to provide a "specific financial analysis" for any recommendation in opposition to management's position. And lastly, Lamb Weston reached a settlement with Jana Partners allowing the activist investor to add six new directors: four Jana candidates and two other mutually agreed-upon directors. The Jana candidates include Timothy McLevish, a former Lamb Weston executive chairman and Jana's portfolio manager Scott Ostfeld. The other additions are: Bradley Alford, a former Nestle USA CEO who will become chairman; food industry executive and Continental Grain adviser Ruth Kimmelshue; and the two new mutually agreed on directors are Lawrence Kurzius and Paul Maass, who both have food industry experience as top executives.   VOTE RESULTS TABLE  Here are the highlights from 33 large-cap annual meetings over the past 2 weeks: 16 total SHPs: but from only 9 companies, meaning 24 meetings had zero SHPs Only 2 “wins” overall: Vertiv Holdings: Joseph van Dokkum 46% NO Jacob Kotzubei 54% NO     Viridian Therapeutics 51% NO increase equity plan by 8M shares 7 “moral” victories (over 30%):  EBAY call a special meeting 49% YES Equity Incentive Award Plan 45% NO BJ's Wholesale Club GHG emissions reduction 30% YES: Trillium ESG First SHP since its 2018 IPO DELTA AIR LINES Act by written consent 42% YES COSTAR GROUP transparency in political spending 33% YES 46% NO Pay ANSYS Act by Written Consent 41% YES The shareholder disconnects: COSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO Pay IonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for vote The shareholder connects? DELTA AIR LINES: Act by written consent 42% YES ANSYS: Act by Written Consent 41% YES The directors : 5 over 20% Losers Core & Main: Gipson 35% NO (classified) Okta: Epstein 29% NO (classified) Viridian Therapeutics: Gheuens 23% NO (classified) BIOGEN: Dorsa 22% NO; Rowinsky 22% NO Freire 17% NO; Hawkins 17% NO; Langer 17% NO; Mantas 19% NO; Sherwin 17% NO COMCAST: Baltimore, Jr. 21% NO; Bacon 25% NO Bell 15% NO; Honickman 16% NO VEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NO Vertiv Holdings Joseph van Dokkum 46% NO chairman of the Nominating Committee: 1 woman; 9 men Jacob Kotzubei 54% NO Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances CrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)               Winners Robinhood Markets: John Hegeman 99.94% YES Dell Technologies: David Grain 99.93% YES The oddities: Smallcap: Red Cat Holdings: 4 out of 5 directors about 57% NO; Thompson 2% NO CEO Jeffrey Thompson controls 14% of voting power Mastercard: racial equity audit report 11% YES: SEIU MasterTrust affirmative action risks 0.4% YES: National Center for Public Policy Research COMCAST: CEO pay ratio factor 4% YES; independent chair 27% YES KROGER: discarded cigarette pollution 9% YES: Sister of St. Francis of Philadelphia third-party mandated framework on U.S. farmers 15% YES: Domini Impact Equity Fund safeguarding the privacy of consumer health data 14% YES: Rhia Ventures NVIDIA: eliminate holding period requirement to call a special meeting 7% YES: John Chevedden new director election resignation governance policy 18% YES: The New York City Carpenters Pension Fund modify existing reporting on workforce data 18% YES: Trillium ESG Global Equity Fund THE BIG VOTE PICKS MATT MATT: The Plus30s Damion steadily pulling directors added to boards right after AGMs Why it matters:  Most vesting, turns out, isn’t 1 year, it’s “directly prior to the annual meeting” and pro rata from start date Directors get nearly full salary PLUS fully vested stock before ever getting a vote Directors are added often as part of board expansion without vote - investors are voting entirely on incumbent slates The owners don’t choose their representatives, the representatives choose themselves The average director tenure for a large cap company is about 7 years - that means nearly 14% of the average tenure is over before investors weigh in I got to asking how often this happens - and are there patterns Methodology: Get AGM dates in the last 5 years Get director start dates in the last 5 years Find all non-executive directors that started 30 days or less after the AGM How many directors have a year of no accountability? Find the nom chair at the time of the election Are there nomination chairs that do this repeatedly? Results Totals: Average days for director adds (plus/minus the AGM) is 90 90 days before or after the AGM on average, directors get added 292 directors added within 30 days post AGM in 5 years 79 times, directors were added INSIDE A WEEK of the AGM 227 companies added those directors The companies with multiple directors in a single year are often

Trade Wire - BUY/SELL Top Stories: The money In response to angry shareholders: Two weeks after 60% of Warner Bros. Discovery shareholders rejected CEO David Zaslav’s $52M pay plan, the Compensation Committee restructured his plan using Hollywood’s latest CGI, special effects, and most seasoned stunt doubles: his new plan reduces his annual pay targets significantly–from $37M to $17M if he hits 100% of his targets–but the devil is in the details as he is eligible for $37M if he reaches 200% of his targets and is getting a massive option grant of 21 million shares at an extremely low strike price of around $10 per share, giving him the theoretical opportunity to make $1.4B if Warner Brothers’ share price regains its 2021 high of $77. To walk in the door: Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity. While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary. Boeing’s longest-tenured director Lynn Good joins the Board of Morgan Stanley just two days after the crash of a Boeing 787 Dreamliner in India killed more than 200 people. Yum! Brands CFO Christopher Turner has been promoted to CEO to replace David Gibbs. In doing so, the company skipped right over Chief Operating Officer and Chief People & Culture Officer Tracy Skeans who has been at the company 20 years longer than Chris and in her dual roles oversees two key industry areas of risk in customer experience and labor management. Maybe we have Yum! Brands Chair Brian Cornell to thank for this decision? As CEO of Target Brian has overseen the company’s recent demise due partially to customer-alienating decisions surrounding the lack of support for Gay Pride and the sudden abandonment of the company’s DEI policies due to the perceived threats from a US election. At Yum Brands’ annual meeting last month Chair Cornell received 17% votes against his reelection, more than 3 times greater than any other director. Continuing to follow the trend of large cap companies with only 2 women on the board: Thomas Frist, III is stepping down at VeriSign, a board with only two women. Will they take this opportunity to replace him with a woman? Same thing at Nutanix where Brian Stevens just stepped down on a board with only two women And at Live Nation Entertainment where Greg Maffei’s 33% influence just left the board. Affirm Holdings, however, is keeping the board at two women ignore the problem by replacing retiring director Keith Rabois with Richard Galanti, keeping its board below the accepted minimum threshold of three women on the board. And finally, Pitney Bowes has cleverly circumnavigated shareholder approval as it appointed Brent Rosenthal to its Board only a month after its annual meeting in May. PROXY CAGE MATCH Activist investor  , which owns about 1% of Victoria’s Secret, is arguing that the company has failed to realize its potential since its separation from its parent company, L Brands, in 2021. Specifically, CEO Hillary Super “has limited chief executive and public company experience with only a brief tenure in intimate apparel.” CEO Hillary Super (September 2024-) CEO, Savage X Fenty, intimates retailer, 2023 – 2024 CEO, Anthropologie Group, 2020 – 2021 Global President, Anthropologie Group, 2019 – 2020 Co-President, Anthropologie Group, 2018 – 2019 President of Women Apparel, Accessories, Beauty and Bridal, Anthropologie Group, 2017 – 2018  Six directors sat on the board during the company's decline and the remaining two independent directors "have limited experience successfully scaling global consumer businesses … We believe that Victoria’s Secret requires a reconstituted Board comprised of directors with proven experience in brand revitalization, operational execution, international expansion, and shareholder value creation … “ [the retailer] should consider replacing a majority – if not all – of the Board with independent directors who bring relevant backgrounds, fresh perspectives, and a strong track record of value creation." 8F/2M Chair Donna James, (2021-); (L Brands: the former parent company of VS&Co, 2003 – 2021) Chairman George Mayes was voted out and then resigned at  Forward Air’s annual shareholder meeting last week. Directors Javier Polit and Laurie Tucker have also stepped down despite receiving a majority vote. The Board has appointed Jerome Lorrain as Executive Chair and Paul Svindland as Lead Independent Director. Ancora Holdings, which owns a 4.1% stake, previously said the three “unfit legacy directors” cannot be trusted based on their “history of inaction, failed oversight and highly problematic decisions,” blaming them for the company’s decision to pursue the Omni Logistics acquisition in August 2023.   VOTE RESULTS TABLE  Here are the highlights from 45 large-cap annual meetings over the past week: 30 total SHPs: but from only 13 companies, meaning 32 meetings had zero SHPs Nearly half (13) came from Alphabet only 3 on G 4 on AI equal shareholder voting 31% YES (highest YES vote) A stockholder proposal presented at the 2025 Annual Meeting but not included in the 2025 Proxy Statement regarding a report on implementing AI app preload capabilities into Android OS 0.000273% YES (lowest) 342|12,515,614,679|1 27 of 45: zero shareholder proposals and zero shareholder dissent. Only 2 wins overall: Fidelity National Financial: elect each director annually 93% YES MONOLITHIC POWER SYSTEMS: call a special shareholder meeting 58% YES 7 “moral” victories (over 30%):  Alphabet: equal shareholder voting 31% YES 96.1% of Class B shares (10 votes) held by Larry Page/Sergey Brin/Eric Schmidt/John Doerr=57.3% voting power; 73% on non-class B voted YES Marvell Technology: Independent Board Chairman 38% YES CORPAY: independent Board chair 39% YES Fortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YES Fidelity National Financial: (MGMT Prop) redomestication of the Company from the State of Delaware to the State of Nevada 34% NO Chipotle Mexican Grill: 45% NO on Pay “One-time retention awards” on August 2024 after Brian Niccols left: $38M aggregate to NEOs CORPAY: 47% NO on Pay The shareholder disconnects: Chipotle Mexican Grill: lowest director 4% NO Fili-Krushel & 45% NO on Pay Target: lowest Cornell 9% NO and Stockton 5% NO The shareholder connects? Marvell Technology: Independent Board Chairman 38% YES CORPAY: independent Board chair 39% YES Fortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YES The directors : 5 over 20% Regeneron Pharmaceuticals: Brown 27% NO (classified) Natera: Gail Marcus 29% NO; Roy Baynes 19% NO (classified) Pure Storage: 64% NO Scott Dietzen; 21% NO Charles Giancarlo; John Murphy & Greg Tomb 18% NO (classified) Dietzen Vice Chairman and Former CEO (2010-2017) and on Nomination and Risk Committees; referred to as "Independent" CORPAY: Joseph W. Farrelly 26% NO Alphabet: Larry Page 19% NO (44% NO) Page/Brin 52% Voting Power  The oddities: The oddities: THE BIG VOTE PICKS MATT NVIDIA Founder firm, top of its game, on any given day largest company in the world at 3.5tn cap - with no governance of its founder Could Nvidia be the next Tesla? Similarities: AI meme wave - trades at a 40-50 P/E ratio, which was a 140 P/E (Tesla traded at 40-50x before they started losing money, now at a 180) Deeply entrenched boards (more on that) Deeply oversized pay packages Stanford Both immigrants Deep relationship WITH Musk Outsized, leather jacket wearing CEOs Kissed Trump’s ass about tariffs From 2018: US chipmaker Nvidia's founder and Chief Executive Jensen Huang said curbing China's technological development could not be achieved by adopting heavy tariffs. From May: “Obviously, I don’t know all of his ideas, but let me tell you about two that are incredible,” answered Huang. "The first one is utterly visionary. The idea of tariffs being a pillar of a bold vision to re-industrialize to onshore manufacturing and motivate the world to invest in the United States is just an incredible vision.” Deep dive into founder boards - who do we hire to work with outsized, unique, long-term founders Defining “Founder boards” 152 US founder firms that IPOed 10+ years ago “Mature” public founder firms Not controlled companies - 1 share, 1 vote or no majority shareholder Includes Nvidia, Amazon, Tesla, not Meta, Berkshire, Oracle, Nike 1,395 US non controlled, non founder firms (the control group) Findings Surprising things that are the same between founder boards and non founder boards Same percentage of VCs on the boards on average - speaks to the importance of private markets No age differences on average No gender gap difference on average after adjusting for founder and CEO power - this surprised me When you include founder power on boards, it definitely skews to much larger gender power gaps, but adjusted shows that if NOT for the founder, you’d have near parity In fact, in the control cohort, the power gaps are better as soon as you exclude CEOs, too - the fact that men hold the vast majority of the top positions everywhere is THE LARGEST difference in power gaps on boards Solution: no CEOs on boards, you’ll have better power parity Biggest differences Founder boards skew long tenured - 15% of founder boards have more than 15 years tenure, compared to 12% of the control VCs stick around longer - 46% of VCs on the board stay more than 10 years vs. 36% for control VCs in general have longer tenure Founder boards tend to underperform on earnings, outperform on TSR Founder boards rely LESS on connections to one another - it’s onl

Trade Wire - BUY/SELL Top Stories: The money To keep working: Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. Fairbank To walk in the door: Newly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses. Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him? To walk out the door: Texas Roadhouse CFO D. Christopher Monroe is waving the white flag after less than 2 years at the job and still gets $1M. And finally, we’re tracking new ways companies are Circumventing the alternative democracy: International Flavors & Fragrances adds Virginia Drosos to the board as well as to 3 board committees only once month after their annual meeting in May The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit Committee And American Water Works Company didn’t even wait a month before increasing the size of the Board to nine members and appointing Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee of the Board. PROXY CAGE MATCH Penn Entertainment shareholders are getting conflicting messages from ISS and Glass Lewis on how to vote on activist investor HG Vora’s three dissident nominees: [Carlos Ruisanchez, Johnny Hartnett, and William Clifford to Penn’s board]. ISS and HG Vora are saying YES to all three while Penn and Glass Lewis are saying NO to former Penn CFO William Clifford (2001-2014). Penn is also saying they shrunk their board from nine to eight directors so don’t even bother trying: it sounds like the courts will decide this one because Clifford is running unopposed and will certainly be getting at least one vote, which makes him the hypothetical winner for the ninth chair. ISS said: “The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board’s ability to effectively oversee management during the push into interactive … There is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition.” Glass Lewis said: “We believe certain aspects of Clifford’s profile may overlap with existing or anticipated members of the board … The board’s assertion that his background is not sufficiently differentiated — and its unanimous decision not to support him despite backing two other dissident nominees — raises questions as to whether he would bring distinctive value at this time.” Penn said: during Clifford’s time as CFO he argued against the introduction of a loyalty program, which later became a lucrative addition to Penn’s business. And that “during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions.”  Activist investor BBRC Worldwide, which controls 13% of Victoria’s Secret, is yelling at the company’s board for “failing to adequately demonstrate meaningful accountability despite clear evidence of boardroom lapses.” BBRC is specifically targeting insufficient board independence and excessive chair tenure, namely Donna James’ 20 years as board chair: “Rather than waiting for stockholders to force change through a proxy contest, shouldn’t the Board proactively address the governance red flags that Ms. James’s tenure represents by committing to removing her as Chair immediately and refreshing the Board?” BBRC also addressed the recent cybersecurity incident that forced the company to take down its website for several days and ultimately resulted in a delay to first quarter results, an event that BBRC said “may have been preventable with proper precautions.” “The Audit Committee has been delegated primary responsibility for the Board’s oversight of cybersecurity and related risks.” Sarah Davis*: no cybersecurity expertise Donna James: no cybersecurity expertise Irene Chang Britt: no cybersecurity expertise Lauren Peters: “Cybersecurity Oversight” skill (former CFO at Foot Locker (2011-2021); only director with this skill listed    VOTE RESULTS TABLE  Here are the highlights from 41 large-cap annual meetings over the past week: 21 total SHPs: but from only 10 companies, meaning 31 meetings had zero SHPs 57% (12) came from Walmart (7; highest YES 7%; lowest 0.37%) and Netflix (5) 25 of 41: zero shareholder proposals and zero shareholder dissent. Only 2 wins overall: Simple Majority Voting: HUBSPOT INC (51%) NETFLIX: 78% NO Jay Hoag 4 “moral” victories (over 30%):  Say on Pay ANTERO RESOURCES Corp (30% NO) DEVON ENERGY CORP/DE (35% NO) PayPal Holdings, Inc. (34% NO Equity Incentive Plan) Shareholders ability to call a special meeting NETFLIX: 42% YES for a call a special meeting proposal that was called"Proposal that Won 45% NFLX Shareholder Support"; 0.45% YES Affirmative Action Risks Say NO to Racist Shit A blatantly racist Affirmative Action Risks SHP at Netflix filed by the National Center for Public Policy Research garnered 0.45% support The shareholder disconnects: DEVON ENERGY: lowest NO 6% Mosbacher; 35% NO on Pay call special meeting: PayPal (44% YES) vs. DEVON ENERGY (8% YES) The shareholder connects? ANTERO RESOURCES: 30% NO Pay 30% NO Lead Director/Nomination Committee chair Benjamin A. Hardesty 24% NO Pay Committee Chair Robert J. Clark ESG Committee Chair Vicky Sutil 1% NO  (classified) The directors : 7 over 20% NETFLIX: 78% NO Jay Hoag Expedia Group: 23% NO Craig Jacobson CG Oncology: 44% NO James J. Mulé (classified) PROCORE TECHNOLOGIES: 24% NO Brian Feinstein (classified) ANTERO RESOURCES: 30% NO Benjamin A. Hardesty; 24% NO Robert J. Clark (classified) MP Materials: Connie K. Duckworth 24% NO; Maryanne R. Lavan 19% NO; General (Retired) Richard B. Myers 19% NO (Classified) Reddit: Sarah Farrell 99.93% The oddities: The oddities: Netflix Jay Hoag (1999-; 2 years after Reed Hastings) “The Board held four meetings during 2024. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees, other than Jay Hoag who attended 50%.” The Board held four meetings during 2024 The Nominating and Governance Committee of the Board consists of four non-employee directors, Messrs. Hoag (Chair) Each member attended all the Nominating and Governance Committee meetings held in 2024, other than Mr. Hoag who did not attend one meeting. The Nominating and Governance Committee met two times in 2024. Currently holds $451M in Netflix stock Prior votes: 2024: 9% NO 2023: 23% NO 2023: overboarded: Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton 71% NO on Pay 2022: N/A MGMT proposal to declassify the board 99.6% YES MGMT proposal to eliminate supermajority voting provisions 99.6% YES 73% NO on Pay SHP Lobbying Activity Report 60% YES SHP simple majority vote 58% YES 2021: N/A SHP political disclosures 80% YES SHP simple majority vote 90% YES 2020: 55% NO 2020: simple majority vote: “This proposal won more than 80% support 4-times at Netflix since 2013: 2019- 88%, 2016-82%, 2015 -80%, 2013 -81% But our governance committee has not yet put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy and gave governance committee Chairman Jay Hoag a negative vote of 48% in 2018 while he was running unopposed.” SHP simple majority vote 73% YES 2019: N/A SHP simple majority vote 88% YES 2018: N/A SHP simple majority vote 84% YES Binding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 71.4% of vote YES 2017: 49% NO 2017: “Lead Director Jay Hoag's long tenure and the fact that he was an early investor of Netflix, may compromise his independence. Less than 51% of the votes supported his election in 2014. Moreover, Mr. Hoag's Crossover Ventures provided early-stage funding to Zillow and Expedia, two companies founded by Mr. Barton. Hoag and Barton served together on the board of Zillow.” SHP repeal classified board 63% YES SHP simple majority vote 63% YES Binding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 64.2% of vote YES 2016: N/A SHP repeal classified board 83% YES SHP simple majority vote 82% YES SHP majority voting policy 87% YES 2015: N/A SHP repeal classified board 80% YES SHP simple majority vote 80% YES 2014: 49.7% NO SHP repeal classified board 82% YES SHP Independent board chair 47% YES SHP majority voting policy 82% YES 2013: N/A SHP Independent board chair 73% YES SHP repeal classified board 88% YES SHP simple majority vote 81% SHP majority voting policy 81% YES 2012: N/A SHP repeal classified board 758% YES 2011: 91% SHP majority voting policy 72% YES 2010: N/A  THE BIG VOTE PICKS MATT Attendance, the stupidest of indicators: As far as I can tell, attendance is one of the primary drivers of director fail votes - and it’s such a low bar as to be laughably attainable Directors generally need to attend at least 75% of meetings - that means, roughly, 4-6 board meetings and any committee meetings… figure 20ish meetings a year, they have to make at least 15 While most companies don’t explicitly say it, the ones that do indicate that attendance can be done “in

Trade Wire - BUY/SELL Top Stories: Let’s start with the golden hellos: Zscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUp New FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity. The Compensation Committee at UnitedHealth Group cancelled the performance-based restricted stock units granted to former CEO Andrew Witty, a shrewd financial move considering the committee just gave boomerang CEO Steve Hemsley $60M in options to help clean up a mess that he was instrumental in creating and cultivating. After only two years on the job, Equifax EVP Todd Horvath steps away with a lump-sum cash severance payment of $2.9 million, representing approximately two years of his annual cash compensation and a prorated portion of his annual incentive award for 2025. While his unvested equity awards were forfeited upon his separation from the Company, he will still receive $3.2M cash as part of his new hire “make whole” equity award which was intended to compensate him for foregoing unvested equity at his prior employer. You literally can’t lose I guess if you’re an executive at a publicly-traded company in the US. 22 days after the company’s annual meeting where shareholders vote on the election of directors, Uber Technologies appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating and Compensation Committees alongside board chair Ron Sugar. And finally, let’s end with some practice vs. theory: Here’s a best practice that should be universally adopted: Quantum Corporation CEO James Lerner stepped down and Under the terms of his offer letter, he is required to resign as a director of the Company when he is no longer serving as the Company’s CEO. Norfolk Southern Claude Mongeau resigned from the Board for personal reasons. The Board will appoint a successor Board Chair at its next scheduled meeting later this month. Notice that “the board will appoint” rather than “the shareholders will elect.” Why don’t we have a separate vote for board chair in the US? And lastly, proving that long-tenured directors should not be considered independent of the companies at which they serve, Skyworks Solutions appointed Robert Schriesheim, director since 2006, as interim CFO. PROXY CAGE MATCH Activist investor Daniel Mangless failed in his bid to add two additional contested directors to the board of Zevra Therapeutics. Despite owning just 3% of the Company and having already had three nominees elected to the Board in 2023, Daniel wanted to form a board majority with his nominees Arthur Regan and former Zevra CEO and co-founder Travis Mickle. (we last saw travis Mickle in The Tai Driver so it looks like he turned his career around.) Proving once again that the performance of directors DOES matter (although it takes an activist investor campaign for the company to admit as much), here’s what Zevra had to say: “Mr. Mangless’ nominees … have track records of destroying stockholder value in public company leadership roles. During Regan’s tenure as a director at US Wats, US Wats’ stock price fell 63.9%. While Dr. Mickle was CEO of Zevra, its stock price plummeted 97.4%.” They also assert in a filing that the primary reason to be against Regan is that he has “no life sciences industry experience or knowledge.” Which nearly makes the case to re-assess thousands of US directors who similarly lack industry experience at their respective board seats. All three leading proxy advisories supported the company’s nominees: ISS added, “...the board’s concerns about having a former CEO on the board and potential disruption are valid.” Which nearly makes the case that the majority of former CEOs on boards may be disruptive  Glass Lewis highlighted, “Mr. Regan has limited, dated, and unrelated public board service,”  Ironic considering Regan serves as CEO and founder of Regan & Associates, proxy solicitation/shareholder services firm Glass Lewis also said that “publication of certain social media activity by Mr. Regan appears to suggest something of a blithe approach to compliance...” while the company criticized Regan for his “erratic nature, as seen in his online posts [which] could cause serious risk to Zevra’s reputation, performance, and momentum.” Are they talking about Elon?? The company also added that “as a proxy solicitor, he was unaware of, or simply ignored, SEC solicitation rules clearly requiring him to file his online soliciting posts.” Again, are we making the case against Elon?  Egan-Jones also questioned the relevant expertise of Mangless’ nominees, stating, “…we do not believe Mr. Regan’s background in proxy solicitation offers meaningful value in the context of Zevra’s boardroom.” Again, opening the door to examine “the relevant expertise of all board nominees.” In the end, the contested nominees got about 25% support while the Zevra directors got about 74%. Not sure why you’d want to piss off Travis Bickle.   VOTE RESULTS TABLE  Here are the highlights from 36 large-cap annual meetings over the past week: 25 total SHPs: but from only 9 companies, meaning 27 meetings had zero SHPs 36% (9) of these came from one company: Meta Platforms 19 of 36: zero shareholder proposals and zero shareholder dissent. Only 1 win overall: Say on Pay Warner Bros. Discovery, Inc. (60% NO) A combination of financial underperformance and ludicrously annual increases in CEO pay undid David Zaslav’s $52M pay package (up from $39M just two years ago) 7 “moral” victories (over 30%) mostly in Say on Pay:  Say on Pay DigitalBridge Group, Inc. (33% NO) DOCUSIGN, INC. (44% NO) Carlyle Group Inc. (30% NO) AXON ENTERPRISE, INC. (33% NO) Arista Networks, Inc. (38% NO) UNITEDHEALTH GROUP INC (40% NO) Shareholders ability to call a special meeting Booking Holdings Inc. (49% YES) The shareholder disconnects: UNITEDHEALTH GROUP INC (40% NO on Pay): Flynn 13% NO; Noseworthy 14% NO board average 6% NO Hemsley 7% NO  Carlyle Group Inc. (30% NO on Pay) but lowest director 94% YES Warner Bros. Discovery, Inc. (60% NO on Pay) but only two directors with low votes: Anthony J. Noto 29% NO; Pay Committee Chair Paul A. Gould 13% NO The shareholder connects? Arista Networks: 38% NO on Pay Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO Classified, but Scheinman and Giancarlo on Pay Committee At least they blamed somebody AXON ENTERPRISE: 33% NO on Pay & Pay Committee Chair Hadi Partovi 23% NO DOCUSIGN: 44% NO on Pay & Pay Committee Chair Blake Irving 42% NO SoFi Technologies: 24% NO on Pay & Board CHair Tom Hutton 23% NO The directors : 4 over 20%, 3 over 30%; 1 over 40% (about 360 directors: 2% over 20%) Arista Networks, Inc. (Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO) Warner Bros. Discovery, Inc. (Anthony J. Noto 29% NO) AXON ENTERPRISE, INC. (Hadi Partovi 23% NO) FTAI Infrastructure Inc. (Judith A. Hannaway 36% NO (classified)) DOCUSIGN, INC. (Blake J. Irving 42% NO (classified)) SoFi Technologies, Inc. (Tom Hutton 23% NO) The oddities: The oddities: Meta Platforms: MGMT: 25% NO on equity plan 11% NO on Pay 71% want Say on Pay every 3 years SHP: Dual Class Capital Structure 26% YES Disclosure of Voting Results Based on Class of Shares 21% YES Report on Hate Targeting Marginalized Communities 15% YES Report on Child Safety Impacts and Actual Harm Reduction to Children 13% YES Risks of Deepfakes in Online Child Exploitation 6% YES AI Data Usage Oversight 10% YES Data Collection and Advertising Practices 11% YES Proving Matt’s proponent theory: Merck: tax transparency report 23% YES: Sisters of the Holy Name of Jesus and Mary JUNIPER NETWORKS: list more candidates than the number of directors to be elected 3% YES: Jing Zhao: “One of the core problems of corporate governance is that American corporate boards are not democratically elected” DOLLAR GENERAL: employee access to timely, quality healthcare 8% YES; As You Sow Roblox: reincorporation of the Company from the State of Delaware to the State of Nevada 80% YES 61% of voting power: David Baszucki Auditor dissent?! Booking Holdings Inc. (11% NO; Pay 12% NO) THE BIG VOTE PICKS MATT Proxy pool this week 104 US companies where we have data, 92 are not Totalitarian (single influencers) Caterpillar, TJX, Regeneron are largest Theme of the week: CEO Succession The succession problem: There's a CEO succession crisis brewing.   From the article: CEO turnover is up, and it could get harder for some companies to find new leaders At many companies, there has been a "collapse of the leadership pipeline," Poor succession planning, job-hopping, and cuts to middle management could complicate CEO searches Nearly halfway through 2025, the number of CEO changes for S&P 500 companies is on pace to reach 14.8% for the year, according to data from The Conference Board and ESGAUGE Among the companies that make up the broad S&P 1500 index, 44% of new CEOs in 2024 were external hires, according to data from the executive search firm Spencer Stuart. It's the largest share of outsiders since the firm began tracking the data in 2000. Measuring succession risk So succession is at its highest level in years, the pipeline is weak, and companies are increasingly looking to outside hires - meaning the nomination committee and board has an actual role in picking new CEOs From Glass Lewis report earlier this year: Overall, S&P 500 companies that went through a CEO change in 2023 reported total CEO compensation averaging approximately $28.4 million for the year, compared to an average of $17.3 million at

Trade Wire - BUY/SELL Top Stories: CBRE Group’s COO Vikram Kohli received a one-time cash retention bonus of $1.45 million for not quitting. If the Company terminates Mr. Kohli without Cause or he resigns for Good Reason, there is no obligation to repay the Retention Bonus. Ball Corporation announced that CFO Howard Yu is stepping down after less than two years at the job. Hoawrd will receive severance benefits consistent with the Company’s previously disclosed executive severance policy: about $2.2M Additionally, his outstanding time-based new hire equity award will continue to vest on its existing schedule. His performance-based RSU and long-term cash awards granted in 2024 will continue to vest on a time pro-rated basis and subject to performance to ensure a seamless transition given his contributions during the performance period. And finally the company said that it “appreciates Mr. Yu’s contributions during his tenure and wishes him the best in his future endeavors. The departure is not related to any disagreement with the Company on any matter relating to its accounting practices, financial statements, internal controls, or operations.” The ‘Down to 2F’ trend continues: Nancy Tellem stepping down at Rocket Companies On the other hand, there’s a woke power shift at Deckers Outdoor where Cindy Davis takes over as board chair from Mike Devine III. As the company itself already points out in its proxy statement, 2 of 3 committees are chaired by women and the 3rd is chaired by person of color Juan Figuereo. The proxy also states that the board is “45% ethnically diverse” and “55% from underrepresented communities.” This is all to point out that ditching DEI because of a hateful, bloated President is not in fact a listing requirement.  And finally, on May 21st, about a month after its 2025 proxy statement, Thermo Fisher Scientific announced a $60M retention equity award for CEO Marc Caspar “to secure his continued leadership through at least May 2030.” On that same day, shareholders resoundingly rejected Thermo Fisher’s Say on Pay proposal: 65% NO Pay Committee chair Dion Weisler (13% NO), R. Alexandra Keith (2% NO), James Mullen (2% NO), Scott Sperling (6% NO) PROXY CAGE MATCH Pitney Bowes has appointed activist investor and Pitney Bowes director Kurt Wolf as its new CEO: Wolf is the Chief Investment Officer of Hestia Capital Management, a hedge fund that owns approximately 9% of Pitney Bowes and has been instrumental in reshaping the company's board since 2023 due to concerns over performance. He replaces Lance Rosenzweig, who was CEO since only 2024 and will serve as a consultant until September 2025. HG Vora Capital Management, which owns about 5% of Penn Entertainment, has escalated its campaign for boardroom change by accusing CEO Jay Snowden of using the company's private jet as a "personal Uber service." HG Vora is seeking to get three new directors elected to the board, though Penn has only put two up for nomination and says the third seat “does not exist” after it shrunk the size of its board from nine members to eight. Rhode Island-based AstroNova is embroiled in a proxy cage match with Texas-based activist investor Askeladden Capital Management, which owns a 9% stake in the company Askeladden has nominated five bro-candidates to replace the majority of AstroNova's six-member board, citing concerns over governance failures, strategic missteps, and declining shareholder value.   VOTE RESULTS TABLE  Here are the highlights from 81 large-cap annual meetings over the past week: 55 total SHPs: and from only 31 companies, meaning 50 meetings had zero SHPs 15% (8) of these came from one company: Amazon 47 of 81: zero shareholder proposals and zero shareholder dissent. Only 6 wins overall: Say on Pay THERMO FISHER SCIENTIFIC: 65% NO Act by Written Consent CDW Corp (51% YES) But then why is Verisign, as an example, 6% YES? Call special meeting (15%) US Foods Holding Corp. (86% YES) Declassification Charles Schwab: John Chevedden, on behalf of James McRitchie (84% YES) Phillips 66: MGMT Proposal: declassification 97% YES Simple Majority vote EPAM Systems (52% YES) MARKEL GROUP INC. (71% YES) 7 “moral” victories (over 30%):  Annual director resignations Phillips 66 (33% YES) Shareholder approval on excessive golden parachutes TRAVELERS COMPANIES (42% YES) Simple Majority vote SOUTHERN CO (45% YES) Shareholders ability to call a special meeting HARTFORD INSURANCE GROUP (40% YES) Act by written consent EQUINIX INC (35% YES); also 40% NO to issue 3.3M shares Independent board chair JPMORGAN CHASE (37% YES) The shareholder disconnects: THERMO FISHER SCIENTIFIC Weisler 13% NO; 96% Average: Pay 65% NO AMAZON COM: lowest 94% 22% NO Pay The directors (over 20% not in a proxy cage match): only 4 higher than 20%, 0 over 30%; (about 800 directors: 0.5% over 20%) PLAINS ALL AMERICAN PIPELINE: Christopher D. O'Leary (24% NO); George W. Off (26% NO) Global Net Lease: P. Sue Perrotty 22% NO FIRST BANCORP: Roberto R. Herencia 28% NO Phillips 66 proxy cage match: Company: A. Nigel Hearne (55% FOR); John E. Lowe (42% FOR); Robert W. Pease (55% FOR); Howard I. Ungerleider (47% FOR). Elliott: Brian S. Coffman (52% FOR); Sigmund L. Cornelius (56% FOR); Michael A. Heim (53% FOR); Stacy D. Nieuwoudt (36% FOR) The oddities: The oddities: Draftkings: board matrix disclosure 4% YES: The Comptroller of the City of New York The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders and further believes that the Company’s existing skills and diversity disclosure and practices as to Board composition and recruitment achieve the objectives of the proposal. the Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, we believe that Board decisions should reflect the collective wisdom of the group. Our disclosures are focused on emphasizing the collective strength of our Board. We believe Ms. Mosley is qualified to serve on our Board due, among other things, to her extensive investment experience and background, including her experience serving as a member of the boards and committees of several large U.S. public companies. CHARLES RIVER LABORATORIES INTERNATIONAL: report on non-human primates: PETA (8% YES) vs. TENET HEALTHCARE : strategies and programs for improving maternal health outcomes (5% YES): The New York State Common Retirement Fund Phillips 66: annual director resignations 33% YES ServiceNow: right to cure purported nomination defects 3% YES: James McRitchie When reviewing one corporation’s advance notice bylaw, a Delaware judge noted that disclosures required of a nominating stockholder “would choke a horse.” Mondelez International, Inc. (MDLZ) 5: 104,335,296/129,168,677/112,402,885/129,438,060/111,936,812 (about 12%) Builders FirstSource: MGMT Proposal: Remove Limits on the Size of our Board of Directors 63% NO Auditor dissent?! THERMO FISHER SCIENTIFIC: Auditor 12% NO The b******t: The Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting: Verisk Analytics: 25% (91% YES) vs. 10% special meeting (43% YES) Equitable Holdings 25% (99% YES) vs. 10% special meeting (27% YES) THE BIG VOTE PICKS MATT Netflix So what is independence really? Listing exchange (Nasdaq) says: "Independent Director" means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. a director who is, or at any time during the past three years was, employed by the Company a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence That doesn’t include SEC redefinition… James Craigie, CEO of Church & Dwight, decision from SEC, was considered independent by 2019 after leaving the CEO role in 2015 but staying on the board Board “affirmatively” determined that Craigie was independent and had no material relationship with company The SEC said Craigie “failed to disclose” to the board a close personal friendship with an executive of the company He was chair of the board at the time, they vacationed together SEC defined it as “social independence” from the company - but ignored independence from other board members 5 of the 11 board members had been on the board when Craigie was CEO, then executive chair, the independent board member - two of them know him for almost 20 years in a board capacity Free Float definitions There’s social independence - lack of connections between directors that are clear and obvious through non profit and other board interlocks - and there’s demographic independence - lack of overlapping experiences or demographic connections, including CEOships, same or similar schooling, race/ethnicity, gender, age overlaps There’s also the idea of joint probability - we measured for this show the probability that any director got on this board by chance - using connections between directors and work histories Let’s focus on that for Netflix Connections: 81% of the Netflix board is connected inside 2 degrees through other public boards and non profit boards alone Leslie Kilgore was an employee under Hastings until for 12 years until 2012, joined the board right after retiring as an employee, has now been on the board for 13 years Doesn’t qualify as independent in the UK, but what are the chances she feels like she’s Reed Hastings

Trade Wire - BUY/SELL Top Stories: Chipotle Chief Strategy Officer and former CFO Jack Hartung is joining the board of Tesla, where he will be greeted by his son-in-law–a non-executive, salaried employee of Tesla since  2016–and Elon’s brother Kimbal, who served on Chipotle board from 2013 to 2019.  Here’s a good one at small cap company Luminar Technologies, following a Code of Business Conduct and Ethics inquiry by the Audit Committee of the Board of Directors, CEO and Chair Austin Russell and director Jun Hong Heng immediately resigned. However, the former CEO will remain on the Board and be available to the incoming CEO on transition and technology matters. As a companion piece to the 2025 “down to two women on the board but nobody seems to care” theory, there are several companies now that are appointing male directors despite having only two women on the board, as an example: Nutanix is comfortable with only two women as they replace retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who also has experience being CFO, and a guy that already serves on four other publicly-traded companies so he understands how to schedule board meetings. Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell Technology And at Live Nation Entertainment Trump administration toady Richard Grenell joins a 2-women Board; just this morning the new Live nation Entertainment director tweeted: “Left wing violence is out of control from Palm Springs, CA to Washington, DC. Leaders on the Left must speak up now. We all must focus on this growing Left wing violence problem.” Grenell is miraculously the acting president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.” Two influential directors are stepping down from their respective boards: O’Reilly Automotive is losing Larry O’Reilly, consistent with the Board’s mandatory retirement age policy. Luckily for shareholders they have a spare O’Reilly in the trunk: that’s Larry’s brother David O’Reilly. And at Paychex, founder, former CEO/Chair, and board member since the Carter Administration Thomas Golisano and his 63% influence is stepping down. That’s a lot of power up for grabs. Finally, in executive pay news: Bath & Body Works has a new CEO, Daniel Heaf, who will replace Gina Boswell. The total bill to shareholders is more than $17M: a golden hello of $5M and a golden parachute of $12M And at Omnicom Group, Chair and CEO John Wren is giving up his $1M annual salary in order to get a massive pile of 4M options without performance-based conditions. This means that if the company can get back to its share price from only 6 months ago the CEO will have managed to make $120M. PROXY CAGE MATCH Phillips 66 and activist investor Elliott Investment Management each won two seats at the company’s annual meeting this week, capping one of the biggest proxy cage matches of the year and following months of increasingly bitter finger-pointing between the two sides. The vote is significant because no activist at an S&P 500 company had successfully won a board seat in at least 15 years without support of one of the big three index funds—BlackRock, Vanguard, and State Street, While Elliott’s campaign was backed by prominent proxy advisory firms ISS, Glass Lewis, and Egan-Jones, Phillips 66’s top three passive investors all sided with the company. The two Elliott nominees elected were Sigmund “Sig” Cornelius, who recently retired as the president of Freeport LNG, and Michael Heim, an operating partner with Stonepeak who also was a founder and president of the Targa Resources midstream pipeline giant. On the Phillips 66 candidate slate, Robert Pease was reelected, and Harbour Energy COO Nigel Hearne was added to the board. Victoria's Secret adopted a "poison pill" plan to block a potential takeover by Brett Blundy’s firm, BBRC International, unless all shareholders are fairly compensated. Starting May 29, shareholders will get rights that activate if anyone acquires 15% or more of the company, allowing them to buy shares at a discount and dilute BBRC’s stake, which is currently about 13%. After resolving past antitrust filing violations, BBRC is now allowed to increase its stake to 49.99%.   VOTE RESULTS TABLE  Here are the highlights from 100 large-cap annual meetings over the past week: Only 41 total SHPs: and from only 34 companies, meaning 66 meetings had zero SHPs. In fact, 51 of 100 meetings had nothing happening: zero shareholder proposals and zero shareholder dissent. Only 6 wins overall: Say on Pay Otis Worldwide: 61% NO Simon Property Group: 53% NO Simple Majority vote Choice Hotels International: 97% YES Alexandria Real Estate Equities: 84% YES Celanese: 64% YES Skyworks Solutions: 98% YES 13 “moral” victories (over 30%):  Say on Pay O-I Glass: 34% NO Las Vegas Sands: 38% NO Akamai Technologies: Stock Incentive Plan 41% NO AIG: 35% NO BlackRock: 33% NO CVS Health: 41% NO Shareholder approval on excessive golden parachutes Vertex Pharmaceuticals: 37% YES Simple Majority vote Medspace Holdings: 31% NO Shareholders ability to call a special meeting Xylem: 46% YES Act by written consent CVS Health: 43% YES Independent board chair Colgate-Palmolive: 30% YES Cummins: 41% YES political contributions Otis Worldwide: 40% YES The shareholder disconnects: Otis Worldwide: 61% NO on Pay; lowest director 93% YES/98% average YES Alexandria Real Estate Equities: 27% NO on Pay; lowest director 91% YES Las Vegas Sands: 38% NO on Pay; 6 of 9 directors between 10% and 18% NO BlackRock: 33% NO on Pay; lowest 2 directors 92% and 96% Motorola Solutions: 20% NO on Pay; lowest director 92% YES CVS Health: 41% NO on Pay; lowest director 91% YES (97% average YES) The directors (over 20%): only 17 higher than 20%, 2 over 30%, and 1 over 40% (about 900 directors: 2% over 20%) WEX: James (Jim) Neary 31% NO; Melissa Smith 33% NO; Jack VanWoerkom 41% NO Enphase Energy: Thurman John Rodgers 61% NO (classified board) Haverty Furniture: 42% NO G. Thomas Hough Universal Health Services: Maria Singer (49% NO; Class B & D) Teleflex: All directors between 28% and 36% NO; (Say on Pay 27% NO) Simon Property Group: Glyn F. Aeppel (37% NO); Larry C. Glasscock (30% NO); Gary M. Rodkin (27% NO); Peggy Fang Roe (27% NO); (Say on Pay 53% NO) AIG: Diana M. Murphy 21% NO; Linda Mills 26% NO; James (Jimmy) Dunne III (~20% NO); (35% NO on Pay) Molson Coors Beverage: Roger G. Eaton 21% NO First Solar: Paul H. Stebbins 21% NO APi Group: Carrie A. Wheeler 28% NO Teradata: Michael P. Gianoni 26% NO The oddities: Auditor dissent?! Elevance Health: 12% NO American Water Works: 12% NO First Solar: 13% NO Align Technology: 10% NO The bullshit: The Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting: Align Technology: Management (65% YES) versus SHP John Chevveden (17% YES) Akamai Technologies: 10% call a special meeting (51% YES/58,453,104) vs. 25% call a special meeting (52% YES/59,520,777) THE BIG VOTE PICKS MATT The Wall Street Journal released a report on the Top 250 Board Directors The 250 most influential and effective corporate directors who are set to serve on an S&P 500 board throughout 2025. There is no definition of what is either influential OR effective There is a methodology that focuses on a point system for individual attributes (like committees and roles), company performance, and a bonus for sitting on a lot of big boards The methodology includes what seems like a random point system - the maximum number of points a director could hypothetically get is 23.25… because… it’s a number…  But the important things to note is there are no real consequences in the list to underperforming, they value being a lead “independent” director or chair, they don’t care if the company is being sued, and they really like directors who are professional directors on lots of boards So I compared the top 100 in their list to our data, this is what it looks like - and this is why we need to use analytics on directors At a minimum, we should agree what a winning director is - can we agree that a winning director should pay the CEOs the least possible for the fewest controversies and highest sustainable returns?  Isn’t that the goal? Here’s the top 100: Some standouts: #1 is Ed Philip of United Airlines - weird number 1?  I mean, 2 boards in our database, one totalitarian Canadian company and UAL where he has 8 years of tenure? Chair at the totalitarian company, nom chair at both… it’s such a nothingburger pick I have no idea what to say about it?  Bats .600 overall, below average TSR but average everything else?  It’s the most average choice ever In fact, if I filter US large cap directors by those with: >.500 TSR, earnings >2 boards No totalitarian boards I end up with a whopping 144 directors before I get to the first from the top 100, Kevin Kennedy, who ranks #7 The point system is a liability for investors - John Koraleski (#26) got ALL of his points just from sitting on committees, and only debits for performance In fact, 29 of the top 100 UNDERPERFORMED for company performance! For Monica Lozano, despite getting the performance of Apple, 59% of her 28th place score was simply sitting on a lot of boards despite underperforming on the “company” component Our data on the top 100: Dictator friendly 27 of the top 100 sit on boards that are Totalitarian - including TOP DIRECTOR Ed Philip on the BRP board in Canada For 6 of them, it’s their ONLY current board - immediate grounds for disqualification? Highly influential, but not the highest Average m