PROXY COUNTDOWN
Claim This Podcastby Free Float Media, Inc.
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Podcast Overview
<p>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. </p>
Language
🇺🇲
Publishing Since
12/7/2023
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Recent Episodes
June 25, 2026
Director vote gaps, plus manipulating pay at Costar and “social independence” at Veeva
Trade Wire Top Stories: 130 Filings since June 18th The headlines DOMINOS PIZZA: CEO Russell J. Weiner resigning, will become Executive Chair; Executive Chair David A. Brandon resigning COO Joseph H. Jordan appointed CEO and director $3M golden hello NIKE: John W. Rogers, Jr. resigning (2018-2026) 35% no vote in 2025; 40% in 2024; 35% in 2023 RPT: De minimis payments between NIKE and Ariel Investments, LLC, where Mr. Rogers serves as Chairman, Co-CEO, and Chief Investment Officer 3rd big LT board left recently: McDonald's (2003-2023); Exelon (2000-2019) 3% influence; redundant skillset Also at NIKE: new CFO David Denton golden hello up to $15.25M cash At Pfizer since 2022; Lowe’s from 2018-2022 Stupid money TYSON FOODS Amended 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 year formerly: 275 hours for him only/only security and not additional $150k JPMORGAN 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 stuff CINCINNATI FINANCIAL: appointing Lisa M. Franchetti Admiral 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. 15th director SMITH A O: Kevin J. Wheeler will retire as Executive Chair, but remain a director CEO Stephen M. Shafer becomes Executive Chair Smart-ish Stuff AeroVironment: appointed William J. Lynn, III as Class I director The terms of the Company’s Class I directors, including Mr. Lynn, expire at the Company’s 2026 Annual Meeting (due in September) Revolution Medicines: Steve Kelsey, M.D., FRCP, FRCPath, informed Revolution Medicines, Inc. (the “Company”) of his intent to retire from his employment with the Company effective as of January 4, 2027. Dr. Kelsey will transition from his role as the Company’s president, research and development to a new position as senior advisor to the chief executive officer effective as of July 1, 2026. The Company currently contemplates appointing Dr. Kelsey to its board effective as of his retirement on January 4, 2027, subject to Board approval. Down to 2F Found their 3rd: CENTENE: elected Lauren Tyler Despite a female CEO (Sarah London) <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH New research from Georgeson Advisory reveals that governance proposals accounted for 51% of all shareholder submissions at Russell 3000 companies between July 2025 and mid-May 2026. Total ESG Submissions: Dropped to 710 this season (down from 840 in 2025 and 1,000 in 2024) G Submissions: Rose to 404 proposals (up from 380 last year) SHP Type 2025 2026 % Change Independent Board Chairs 33 92 +179% Written Consent Rights 13 51 +292% Lower Special Meeting Thresholds 18 29 +61% Executive Severance Pay 30 8 -73% Director Resignation Policies 19 7 -63% Clawback-Related Proposals 15 0 ~ The Haters: anti-ESG activists are focusing on G to fudge their numbers 39 G proposals this season: 24 in 2025; 18 in 2024. 11 indepen
June 19, 2026
Declassify Lululemon, plus anti-ESG losses and big dumb payouts
Lead independent directors continue to be CEOs-in-training Lachlan Murdoch give himself more money but promises he had nothing to do with it Investors hate ONE company’s pay Exxon hearts Texas and loathes ESG And on the Big Vote, Matt puts on some LuluLemon <TRADE WIRE BUMPER> Trade Wire Top Stories: 130 Filings since May 28th The headlines Lead Independent Directors are King TYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board $2.8M golden hello equity StandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell Ford Russell Ford will continue as Exec Chair until 1/1/2027 $20M golden hello CLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession started DEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027 MICROSOFT: Epstein Files bro Reid Hoffman stepping down Down to 2F GLADSTONE INVESTMENT: elected George “Chip” Stelljes, III Immediately named to 3 committees: Compensation Committee, Nominating and Valuation Only one woman serves on any board committee: Katharine C. Gorka Oh wait, she’s the only woman Stupid money Fox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000 If the maximum stays: annual from $12M to $18M and equity from $22M to $40M So a possible increase of $24M “Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments” CFOs Cencora: $8M golden hello: $2M cash Trade Desk: $10m golden hello UL Solutions: special, one-time $20M equity grant to CEO Jennifer F. Scanlon TRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEO new CEO Michael P. Lyons will join board: golden hello $37.5M equity and $2.7M cash Marvell Technology: director Daniel Durn resigned to become CFO: golden hello ~41$M: $1M cash Dumb stuff C. H. ROBINSON WORLDWIDE: special equity award for Arun Rajan, the Company’s Chief Strategy and Innovation Officer of $7.5M equity “designed to drive strategic and talent development outcomes” MICROCHIP TECHNOLOGY: appointed former exec Mitch Little as director authored two books, Shiftability: Creating a Sustainable Competitive Advantage in Selling and CUSP: Leading by Serving, When Outcomes Matter Most First one is self-published through Amazon Second one is a .pdf and not published (48 pages) Space Exploration Technologies Corp: elected MuskBro Roelof Botha as an “independent Common Stock Director Smart-ish Stuff CME GROUP: Chair/ CEO Terrence A. Duffy will become Exec Chair CFO Lynne C. Fitzpatrick will become CEO/director <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH Meh, nothing spectacular <VOTE RESULTS BUMPER> VOTE RESULTS TABLE Since May 28th 145 meetings at large market caps 77 total SHPs from 33 companies: Top story Warner Bros. Discovery pay 84% no Sustainability ROI Report 3% yes Joseph M. Levin 22% no; Geoffrey Y. Yang 31% no; Kenneth W. Lowe 31% no; Richard W. Fisher 31% no; Debra L. Lee 32% no; Anthony J. Noto 41% no; Paul A. Gould 52% no EXXON MOBIL Texas Redomiciliation 71% yes Voyager Technologies: Texas 92% yes Condescending SHPs Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000 15% yes; requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board’s recommendations 24% yes TARGET CORP independent board chair 39% yes Brian Cornell 13% no SHPs: presence of pesticides in Target’s private label brands 18% yes; reducing plastic microfiber shedding 20% yes x Victories HUBSPOT: Special Shareholder Meeting Improvement 79% yes FIVE BELOW: simple majority vote standard 90% yes El Pollo Loco Holdings: majority voting standard 71% yes Almost Otis Worldwide: political contributions and expenditures 45% yes DOLLA
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 Bully No foosball tables for the new CFO at Amgen An activist investor calls a board “lazy” Welltower investors decide they hate the NEOs’ $1.5B in equity awards And on the Big Vote, Matt talks Walmart <TRADE WIRE BUMPER> Trade Wire Top Stories: 88 Filings since May 14th The headlines BP ousts chair over ‘serious’ governance, oversight concerns The 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 Conduct Albert Manifold was abruptly fired by the oil major this week amid concerns about bullying behavior TYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board Schomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019 Clorox CEO Linda Rendle to Step Down for Health Reasons The company says it will begin a comprehensive CEO search process to succeed her NEOs Linda Rendle 47/2016 Chair/CEO (2020-) Nina Barton 52/2024 Group President – Care & Connection Luc Bellet 47/2025 CFO Stacey Grier 62/2019 Executive Chief of Staff Angela Hilt 53/2020 Chief Legal and External Affairs Officer Chris Hyder 50/2021 Group President – Health & Hygiene Kirsten Marriner 53/2016 Chief Administrative Officer Eric Reynolds 55/2015 Chief Operating and Strategy Officer Board 5F/6M Down to 2F Stupid money AMGEN INC (AMGN) New CFO Thomas Dittrich: $18.7M golden hello: $5.1M cash standard relocation benefits: Immigration; Pre-Assignment Home Finding Trip (and any qualified eligible dependents); Final Travel to the Host Location; Shipment of Household Goods & Personal Effects (including the professional survey, packing, surface shipping, delivery, insurance, uncrating, unpacking, in-transit storage and reasonable import duties on used household goods and personal effects but will NOT cover Food and perishable items, Alcohol, Pianos, Major electrical and gas appliances, Plants, Weapons, Heavy or bulky hobby equipment, such as billiards tables and exercise equipment, Jewelry, furs, precious stones, legal documents, securities, money, artwork, Non household pets or livestock, Planes, boats, motorcycles and snowmobiles Shipment of Household Pets; Temporary Living on Arrival in the Host Location (7 days in the Home Country prior to departure and up to 30 days in the Host Country); Per Diem; Car Rental for 30 days; Home Finding Relocation Allowance ($318k) to assist with the cost of any miscellaneous items not otherwise covered within the relocation assistance provided (e.g. voltage adapters, electrical appliances, movement of goods not covered within the policy, host local settling in costs, etc.); ALTRIA GROUP (MO) Salvatore Mancuso new CEO former CEO William F. Gifford, Jr will become board consultant golden parachute $21M equity, $250k month until end of 2026; golden hello for new CEO ~$7M equity O REILLY AUTOMOTIVE (ORLY) the Compensation Committee recommended a $2M stock option award for Greg Henslee, Executive Chairman Dumb stuff AMERICAN INTERNATIONAL GROUP (AIG) appointed Thomas D. Stoddard not voted on at AGM Smart Stuff <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH Activist investors push to oust former Target CEO from board Mercy Investment Services, SOC Investment Group and Trillium Asset Management is urging Target shareholders to vote against the reelection of Executive Chair Brian Cornell and Lead Independent Director Christine Leahy at the retailer’s annual shareholder meeting in June. Among the reasons cited is Leahy’s oversight of the decision to retain former CEO Cornell as executive chair and special adviser, per a l
76 total episodes available
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- What is PROXY COUNTDOWN?
<p>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. </p> - How often does this podcast release new episodes?
This podcast updates daily.
- Where can I listen to this podcast?
This podcast is available on 6 platforms including Apple Podcasts, Spotify, and more. You can also use the RSS feed directly.
- Does this podcast accept guests?
Yes, this podcast regularly features guests.
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