2025 REVIEW FROM MIKE LEVIN:Big proxy contests: PHX-ElliottSignificant situations: PEP-ElliottTSLA AGMSEC rules on shareholder proposalsProxy advisor pressureDelaware under scrutinyUS stakes in INTL, othersXOM retail voting program2026 PREDICTIONS:DIRECTORSWill 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 PROPOSALSWhich 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.PAYHow 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% NOHow 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:NevadaTexasDelawareNo one

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