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Ann and Mike talk about appraisal arbitrage, and different kinds of activists

Ann and Mike talk with Stavros Gadinis at the University of California at Berkeley.

The new SEC proposal rules

Ann and Mike talk about universal proxy in 2026

Ann and Mike answer a mailbag question about SEC Rule 14a-8.

Ann and Mike talk about the US government investment in Intel and some subsequent lawsuits, and a novel proxy solicitation at Voya Financial

Ann and Mike talk about the STOCK Act and Trump Media, and new disclosure rules for activist SPVs.

What are the overall results from AGMs in 2026? How did companies and shareholders do in AGM votes? Shareholder proposals Many fewer E&S Same or slightly more corp gov  Voting outcomes similar to past years(?) Proxy contests Many fewer compared to earlier years Activists prevailed at roughly the same rate, perhaps a little lower Many more settlements Notable activist situations ESG proposals Proxy contests Almost no really big ones Biglari lost two, CBRL and JACK Two mergers terminated CORZ, CoreWeave STAA Withhold campaigns didn’t work CBRL, JACK VSCO - started as a proxy contest Several smaller ones, where in all but one activists won no seats Important settlements LULU-Wilson WEX-Impactive TRIP-Starboard RGR-Beretta KMX-Starboard Still several to go for 2026, though FRMI-Neugebauer Regulatory actions - AML comments SEC State level Can’t avert our eyes from SPCX IPO, either Ownership Corp gov Trading So, what have we learned so far in 2026? The Key Takeaways: SHPs Total shareholder proposal submissions fell significantly from 951 in 2025 down to approximately 789 in 2026. Despite the SEC granting companies broader power to exclude rogue proposals, corporate boards remained hyper-cautious, allowing around 70% of submissions to proceed to a full vote to avoid investor backlash or litigation. Only about 7% to 8% of voted proposals achieved majority support (36 out of 425 proposals mid-season)—a steep drop from the 12% to 14% passed in 2025. Paradoxically, average support across all voted proposals crept up slightly to 25% (from 23% last year). Traditional corporate governance issues comprised 49% of all submissions. A tiny group of individual retail activists (John Chevedden/Jim McRitchie) monopolized the arena, driving over 75% of all governance submissions Shareholder proposals demanding formalized AI ethical governance, algorithmic transparency, and data privacy climbed to 20 submissions in 2026 (up from 12 in 2024). Management found it difficult to dodge these tech topics; 90% of AI-focused proposals successfully cleared regulatory hurdles to face a vote. 2027 Question: The Say on AI Advisory Vote: Will shareholder proposals demanding ethical AI oversight, algorithmic transparency, and labor displacement risks cross the threshold to become standardized, annual Say on AI advisory votes on mainstream ballots? Pay Only 9 Say-on-Pay packages failed outright across the market through early June—a drop from previous cycles. Major pay "revolts" (70% support) shrank to just 44 out of 1,108 companies. 2027 Question: Why should anybody care about Say on Pay anymore? Director Elections Corporate directors remain incredibly secure, averaging 95% investor support. Out of 8,167 tracked director votes, 86% cruised to comfortable re-election with 90%+ approval, while only 18 directors (0.2%) across 14 public companies failed to cross the 50% majority threshold. Proxy Advisors: Massive institutional investor groups publicly cut ties with ISS and Glass Lewis benchmark policies, relying instead on internal, proprietary stewardship frameworks. The Shrinking "ISS Penalty": In 2021, an ISS "Against" recommendation on Say-on-Pay dragged down company support by an average of 30 percentage points. In 2026, that penalty shrank to 19.8 percentage points across the Russell 3000 ISS backed 48% of all proposals in 2026 compared to just 34% in 2025, but this softening had minimal impact on increasingly independent asset managers. 2027 Question: With the historical ISS "Against" penalty on Say-on-Pay dropping to just 19.8 percentage points, will corporate boards begin systematically ignoring negative proxy advisor recommendations on share requests without fear of a failed vote? Activists Public proxy fights looked quieter on the surface because governance disputes are now aggressively negotiated in real time behind closed doors, avoiding public 13D filings. As of June 1, only one single traditional proxy contest went to a full public vote among US companies with a market cap over $250M (Summer Road, LLC winning a seat at Ingles Markets). 2027 Voting Questions The Retail Auto-Vote Expansion: Following ExxonMobil's successful launch of a board-aligned retail auto-voting program, will consumer-heavy "meme stock" companies deploy similar digital tools to completely silence minority activist groups? The AI-Driven Voting Monopoly: As institutional asset managers heavily integrate custom AI parsing tools to cut disclosure review times by 40%, will traditional proxy advisory firms like ISS and Glass Lewis face an existential collapse of their research monopolies? Algorithmic Error Liability: Will an institutional investor face immense legal and fiduciary liability after its proprietary AI stewardship bot accidentally misinterprets dense legalese and votes "Yes" on a hostile proposal? Data Center Environmental Revolts: Seizing on populist movements, will Big Tech and media giants face unprecedented institutional proxy revolts specifically over the compounding environmental risks, energy strains, and water demands of generative AI data centers? Events: No action set to “ignore” - did it matter? YES DExit - did it matter? YES Anti-ESG lawsuits - did it matter? YES Musk’s pay package - did it matter? YES Jay Hoag had the biggest jump from 74% AGAINST to 93% FOR between 2025 and 2026 - did it matter? NO Exempt solicitations are dead except for the super rich - did it matter? MIXED! Questions for 2026: In a NON ACTIVIST situation, does anything matter except attendance for director votes? Are activist shareholder proposals dead? Is the job of ISS and Glass Lewis simply to say whether you should back an activist or not? How many directors will be voted out? Will the SEC make it illegal to be a shareholder in 2026-27 (shareholders can be annoying after all)? AI China AI AI AI China China AI China China China?

Ann and Mike talk about private ordering

Ann and Mike talk about the FS Credit Opportunities v. Saba Capital case at the Supreme Court

SpaceX IPO

Ann and Mike talk with Jeff Mahoney of the Council of Institutional Investors

Ann and Mike talk about challenging advance notice bylaws, and some a new precatory proposal proxy solicitation

Ann and Mike talk about the leaks of portions of the SpaceX registration statement, and how boards recruit independent directors

Ann and Mike talk about the Tesla decision dismissing the last Delaware claims, and about how activists think