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PROXY COUNTDOWN: Daily Summaries Delivered
by Free Float Media, Inc.
In the style of ESPN, The Proxy Countdown is an American pre-game show broadcast by Free Float as part of the company's coverage of the the executives and directors who control the corporate world. The show spotlights important CEO transitions, features contentious boardroom battles, and highlights shareholder votes at the alternative democracy of annual corporate shareholder meetings. Because unlike athletes, investors can get in the game.
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- Sep 23, 202647 min
The new SEC proposal rules
A very special Free Float Media crossover between Shareholder Primacy, Business Pants, and Proxy Countdown to discuss the SEC proposed recission of 14a-8
- Jul 31, 202651 min
CEO Hotseats, plus Cracker Barrel’s CEO leaves and the SEC goes after activists
Trade WireTop Stories: 127 Filings since June 26thThe headlinesNew CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became CEO/chairCracker Barrel CEO Julie Masino is out after MAGA backlash to "Uncle Herschel" logo change$4.6M severanceCracker Barrel names David Deno CEOBurger KingYum! Brands and Pizza HutQuiznosBest BuyBloomin' Brands (Outback Steakhouse)Panera Brands (2024-): Audit Committee ChairKrispy Kreme (2016-)Bloomin' Brands (2019–2024)Peet's Coffee (2006-2012)Macalester College: Former Chair of the Board of Trustees (1998-2022).At COPART, CEO Jeff Liaw to step down, Jay Adair to returnCEO Jeff Liaw is resigning from the board and company.Executive Chairman Jay Adair to boomerang back as CEO.The board has a Chair (founder Willis Johnson 40%) AND an Executive Chair: Willis’ son-in-law and co-founder and boomerang CEO Jay Adair 38%Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100BSpeaking of Stupid money…FASTENAL: appointed new CEO Jeffery M. Watts to the board: will receive an annual cash retainer of $50,000 for his service as an employee directorSnowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100BFRANKLIN RESOURCES: one-time special $15M retention equity awards to 4 NEOs, including CEO Jennifer M. JohnsonChief Commercial Officer Daniel Gamba, Head of Public Market Investments Terrence J. Murphy, and CFO/COO Matthew NichollsArcher-Daniels-Midland: $19M golden hello ($2.2M cash) to new COO Jeff RoweL3HARRIS TECHNOLOGIES: special one-time equity awards to 3 NEOsCFO Kenneth Sharp ($5M), President, Missile Solutions Kenneth Bedingfield ($10M), and President, Space & Mission Systems and Communications & Spectrum Dominance Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance ($10M)FEDEX: established a one-time special cash bonus pool for eligible managing
- Jul 8, 20261h 20m
Proxy Season Crossover
What are the overall results from AGMs in 2026?How did companies and shareholders do in AGM votes?Shareholder proposalsMany fewer E&SSame or slightly more corp gov Voting outcomes similar to past years(?)Proxy contestsMany fewer compared to earlier yearsActivists prevailed at roughly the same rate, perhaps a little lowerMany more settlementsNotable activist situationsESG proposalsProxy contestsAlmost no really big onesBiglari lost two, CBRL and JACKTwo mergers terminatedCORZ, CoreWeaveSTAAWithhold campaigns didn’t workCBRL, JACKVSCO - started as a proxy contestSeveral smaller ones, where in all but one activists won no seatsImportant settlementsLULU-WilsonWEX-ImpactiveTRIP-StarboardRGR-BerettaKMX-StarboardStill several to go for 2026, thoughFRMI-NeugebauerRegulatory actions - AML commentsSECState levelCan’t avert our eyes from SPCX IPO, eitherOwnershipCorp govTradingSo, what have we learned so far in 2026?The Key Takeaways:SHPsTotal 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 govern
- Jun 25, 202650 min
Director vote gaps, plus manipulating pay at Costar and “social independence” at Veeva
Trade WireTop Stories: 130 Filings since June 18thThe headlinesDOMINOS PIZZA: CEO Russell J. Weiner resigning, will become Executive Chair;Executive Chair David A. Brandon resigningCOO Joseph H. Jordan appointed CEO and director$3M golden helloNIKE: John W. Rogers, Jr. resigning (2018-2026)35% no vote in 2025; 40% in 2024; 35% in 2023RPT: De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer3rd big LT board left recently:McDonald's (2003-2023); Exelon (2000-2019)3% influence; redundant skillsetAlso at NIKE: new CFO David Denton golden hello up to $15.25M cashAt Pfizer since 2022; Lowe’s from 2018-2022Stupid moneyTYSON FOODSAmended Employment Agreement of Chair John H. Tyson until September 30, 2029: 1) base salary of $3.5M (up from $1.2M) 2) annual bonus target equal to 300% (up from 170%) of his annual base salary, 3) annual equity target of $6M, 4) one-time incentive award cash payment of $40M, 5) use of Company-owned aircraft plus tax gross-ups ("Based on security concerns and as a result of a security study conducted by a third-party consultant"), 6) 300 hours annually of aircraft use for flights in which he is not a passenger, 7) personal security services and may request additional security services up to $150,000 annually, 8) life insurance and Supplemental Executive Retirement Plan benefits of approximately $175,000 a yearformerly: 275 hours for him only/only security and not additional $150kJPMORGAN CHASE: one-time Retention and Continuity equity awards to the following Operating Committee members:Doug Petno, Co-President and CEO of the Commercial & Investment Bank, and Troy Rohrbaugh, Co-President and CEO of Consumer & Community Banking, in the amount of $30M each;Mary Erdoes, CEO of Asset & Wealth Management, and Jennifer Piepszak, Chief Operating Officer, in the amount of $20M each.Dumb stuffCINCINNATI FINANCIAL: appointing Lisa M. FranchettiAdmiral Franchetti retired from the U.S. Navy in 2025, after a nearly 40-year career marked by leadership at every operational level, culminating in her service as the 33rd Chief of Naval Operations from November 2023 to February 2025.<p data-
- Jun 19, 202647 min
Declassify Lululemon, plus anti-ESG losses and big dumb payouts
Lead independent directors continue to be CEOs-in-trainingLachlan Murdoch give himself more money but promises he had nothing to do with itInvestors hate ONE company’s payExxon hearts Texas and loathes ESGAnd on the Big Vote, Matt puts on some LuluLemon<TRADE WIRE BUMPER>Trade WireTop Stories: 130 Filings since May 28thThe headlinesLead Independent Directors are KingTYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board$2.8M golden hello equityStandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell FordRussell Ford will continue as Exec Chair until 1/1/2027$20M golden helloCLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession startedDEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027MICROSOFT: Epstein Files bro Reid Hoffman stepping downDown to 2FGLADSTONE INVESTMENT: elected George “Chip” Stelljes, IIIImmediately named to 3 committees: Compensation Committee, Nominating and ValuationOnly one woman serves on any board committee: Katharine C. GorkaOh wait, she’s the only womanStupid moneyFox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000If the maximum stays: annual from $12M to $18M and equity from $22M to $40MSo a possible increase of $24M“Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments”CFOsCencora: $8M golden hello: $2M cashTrade Desk: $10m golden helloUL Solutions: special, one-time $20M equity grant to CEO Jennifer F. ScanlonTRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEO<p data-rte-preserve-empty="true" style
- May 29, 2026
Board scenario models at Walmart, plus Amgen won’t move your piano
This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:BP Ousts a BullyNo foosball tables for the new CFO at AmgenAn activist investor calls a board “lazy”Welltower investors decide they hate the NEOs’ $1.5B in equity awardsAnd on the Big Vote, Matt talks Walmart<TRADE WIRE BUMPER>Trade WireTop Stories: 88 Filings since May 14thThe headlinesBP ousts chair over ‘serious’ governance, oversight concernsThe oil giant’s board removed Albert Manifold from his roles as chair and director this week, effective immediately. He faced a contingent of investor opposition at BP’s recent annual meeting.Ousted BP Chair Hits Back at ‘Lies’ About His ConductAlbert Manifold was abruptly fired by the oil major this week amid concerns about bullying behaviorTYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the boardSchomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019Clorox CEO Linda Rendle to Step Down for Health ReasonsThe company says it will begin a comprehensive CEO search process to succeed herNEOsLinda Rendle 47/2016 Chair/CEO (2020-)Nina Barton 52/2024 Group President – Care & ConnectionLuc Bellet 47/2025 CFOStacey Grier 62/2019 Executive Chief of StaffAngela Hilt 53/2020 Chief Legal and External Affairs OfficerChris Hyder 50/2021 Group President – Health & HygieneKirsten Marriner 53/2016 Chief Administrative OfficerEric Reynolds 55/2015 Chief Operating and Strategy OfficerBoard5F/6MDown to 2F<p data-rte-p
- May 15, 2026
Business Roundtable Boards, plus Victoria’s Secret and vote roundups
Proof that Berkshire Hathaway has always been fake frugalCompanies following their own rulesVictoria’s Secret rejects a Brett BlundyA wrap-up of 150 meeting results over the past 2 weeksAnd on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since May 1stThe headlinesBERKSHIRE HATHAWAYCharles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFOMr. Chang will be paid an annual cash salary of $8,000,000.Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037.Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per yearEMERSON ELECTRICelected Jennifer G. Newstead 3 women!GENERAL MILLSLong-tenured director Steve Odland (2004-) stepping downDana McNabb named COO, been with the company since 1999 and is also becoming a directorCFO getting a one-time $3.5M equity award while CTO is getting $2.5M Down to 2FStupid moneySnap Inc (SNAP)$14.9M golden hello equity award for new CFO Douglas HottDumb stuffDUCOMMUNappointed Mark A. Caylor as a Class II Directorto serve for a term expiring at the annual meeting of stockholders in 2029appointed to serve as a member of the Board’s Audit CommitteeTrade DeskSamantha Jacobson resigning as Chief Strategy Officer but will continue to serve as
- May 1, 202650 min
Aflac’s Atlanta crew, plus vote avoidance at AIG and Ball Corp’s vote prediction
<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since April 24The headlinesAMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive ChairSOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on boardWe reported as Interim last week, is now permanent Down to 2FStupid moneyNVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity awardRESMED INC (RMD)$3.5M golden hello to new CFOFormer CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards.Other stuffCARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation acceptedTwo weird board classification reshuffles:MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into th
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About PROXY COUNTDOWN
In the style of ESPN, The Proxy Countdown is an American pre-game show broadcast by Free Float as part of the company's coverage of the the executives and directors who control the corporate world. The show spotlights important CEO transitions, features contentious boardroom battles, and highlights shareholder votes at the alternative democracy of annual corporate shareholder meetings. Because unlike athletes, investors can get in the game.
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