Trade Wire - BUY/SELLTop 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 BUMPER>PROXY CAGE MATCHISS 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 DirectorsISS finds “change at the Board level is warranted to improve independence and oversight”2024 vote: 97% YES for entire board last yearISS 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 FirmsSB 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 BUMPER>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 SHPsOnly 2 “wins” overall:Vertiv Holdings:Joseph van Dokkum 46% NOJacob Kotzubei 54% NO    Viridian Therapeutics51% NO increase equity plan by 8M shares 7 “moral” victories (over 30%): EBAYcall a special meeting 49% YESEquity Incentive Award Plan 45% NOBJ's Wholesale ClubGHG emissions reduction 30% YES: Trillium ESGFirst SHP since its 2018 IPODELTA AIR LINESAct by written consent 42% YESCOSTAR GROUPtransparency in political spending 33% YES46% NO PayANSYSAct by Written Consent 41% YESThe shareholder disconnects:COSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO PayIonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for voteThe shareholder connects?DELTA AIR LINES: Act by written consent 42% YESANSYS: Act by Written Consent 41% YESThe directors : 5 over 20%LosersCore & Main: Gipson 35% NO (classified)Okta: Epstein 29% NO (classified)Viridian Therapeutics: Gheuens 23% NO (classified)BIOGEN: Dorsa 22% NO; Rowinsky 22% NOFreire 17% NO; Hawkins 17% NO; Langer 17% NO; Mantas 19% NO; Sherwin 17% NOCOMCAST: Baltimore, Jr. 21% NO; Bacon 25% NOBell 15% NO; Honickman 16% NOVEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NOVertiv HoldingsJoseph van Dokkum 46% NOchairman of the Nominating Committee: 1 woman; 9 menJacob Kotzubei 54% NOMr. 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 circumstancesCrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)              WinnersRobinhood Markets: John Hegeman 99.94% YESDell Technologies: David Grain 99.93% YESThe oddities:Smallcap: Red Cat Holdings: 4 out of 5 directors about 57% NO; Thompson 2% NOCEO Jeffrey Thompson controls 14% of voting powerMastercard:racial equity audit report 11% YES: SEIU MasterTrustaffirmative action risks 0.4% YES: National Center for Public Policy ResearchCOMCAST: CEO pay ratio factor 4% YES; independent chair 27% YESKROGER:discarded cigarette pollution 9% YES: Sister of St. Francis of Philadelphiathird-party mandated framework on U.S. farmers 15% YES: Domini Impact Equity Fundsafeguarding the privacy of consumer health data 14% YES: Rhia VenturesNVIDIA:eliminate holding period requirement to call a special meeting 7% YES: John Cheveddennew director election resignation governance policy 18% YES: The New York City Carpenters Pension Fundmodify existing reporting on workforce data 18% YES: Trillium ESG Global Equity Fund<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTMATT:The Plus30sDamion steadily pulling directors added to boards right after AGMsWhy it matters: Most vesting, turns out, isn’t 1 year, it’s “directly prior to the annual meeting” and pro rata from start dateDirectors get nearly full salary PLUS fully vested stock before ever getting a voteDirectors are added often as part of board expansion without vote - investors are voting entirely on incumbent slatesThe owners don’t choose their representatives, the representatives choose themselvesThe 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 inI got to asking how often this happens - and are there patternsMethodology:Get AGM dates in the last 5 yearsGet director start dates in the last 5 yearsFind all non-executive directors that started 30 days or less after the AGMHow many directors have a year of no accountability?Find the nom chair at the time of the electionAre there nomination chairs that do this repeatedly?ResultsTotals:Average days for director adds (plus/minus the AGM) is 9090 days before or after the AGM on average, directors get added292 directors added within 30 days post AGM in 5 years79 times, directors were added INSIDE A WEEK of the AGM227 companies added those directorsThe companies with multiple directors in a single year are often merger agreements29 companies added directors ONE DAY after the AGMWorst of the worst: Rockwell AutomationOnly US company to do this three years in a row - 2022, 2023, 2024 - classified boardIn 2022, Robert Soderbery added after board expansion ONE DAY after AGMNot in proxy, no mention of expansionKalmanson chair of nom committee, Holloman, Kean, and Payne on itIn 2023, Phillip Holloman retired the day of the AGM, the replacement director Alice Jolla was added ONE DAY after the AGMHolloman on the proxy, no mention of retirementJolla not in the proxyKalmanson nom chair, Gipson, Holloman, Keane on committeeIn 2024, Rockwell expanded the board AGAIN adding Tim Knavish ONE DAY after the AGMIt was not discussed in the proxy, nor was Knavish up for voteBill Gipson nom chair with Jolla, ParfetCommon directors:Parfet was lead “independent” chair at 15 year tenureKeane on the board for 12 years, on and off nom committeeMoret CEO for 7 years - but this seems like the Parfet show Pattern 1: classified boards48% of the boards are classified - so directors already have limited accountability, and that’s 40% more than companies who HAVEN’T done thisSo about HALF of the director adds won’t see a vote for nearly TWO years or more rather than onePattern 2: board expansionBoard expansion right after the AGM is unusually common among these companiesPattern 3: network powerThe boards that do this tend to be highly networked and powerful boards - 16% more network power on average than non Plus30sPattern 4: LESS insiders on the boardBy 15% on average - which seems surprising unless you think of these being “board run” companies, not management run?  It gels with seeing more Socialist boards (boards run by the committees rather than management)DirectorsTwo directors stand out as having this done TWICE at two different companies in the last five yearsJodi TaylorMister Car Wash, Inc - added 7 days after AGMJM Sucker - added 1 day after AGMJorge TitingerFormfactor Inc - added 24 days after AGMIchor Holdings - added 20 days after AGM

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