TENTANG EPISODE INI
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 letter to shareholders filed in a notice of exempt solicitation on Friday.
“In our view, Target has endured years of strategic and operational missteps that have led to significant underperformance compromising long-term shareholder value,” the letter from Mercy Investment Services, SOC Investment Group and Trillium Asset Management states. “The recent CEO succession does not signal that the Board is focused on the genuine reset we believe is critical to turn the Company around.”
Bradley Radoff, who owns about 3% of Marston, the pubs group, says it should sell sites to pay down its £860m debt as shareholders are starved of returns
“I’m asking the board to be its own ‘activist’ and solve the problem immediately. The board is lazy.”
A Marston’s spokesman said: “We continuously engage with our shareholders and always welcome their views on capital allocation.”
Lululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon will
appoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentilel
take all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026
one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting;
the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meeting
and, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meeting
Wilson in exchange will:
agree to not bad-mouth the company for around 18 months
vote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder Meeting
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Since May 14th
206 meetings at large market caps
87 total SHPs from 44 companies: 55g 18s 14e
3 Victories
TransUnion (TRU): call a special meeting 72% yes
ON SEMICONDUCTOR (ON): simple majority voting 98% yes
Verisk Analytics: act by written consent 52% yes
8-k didn't name it
Hate
Yeah but who cares
Most: Home Depot (7)
recycling-related plastics targets less than 1% yes; packaging policies for plastics 17% yes; customer data privacy risks 9% yes; independent board chair 26% yes; biodiversity impact and dependency assessment 14% yes; sufficiency of associates’ access to healthcare 8% yes; discrimination in charitable support less than 1% yes
The most: Independent Board Chair
No victories: 43% to 12% yes
JPMorgan: 35% yes
Other
Ford Motor: Provide that All of the Company’s Outstanding Stock Have One Vote Per Share 43% yes: John Chevedden
RELIANCE, INC. (RS): requiring directors to depart the Board within nine months of failing to receive a majority vote 16% yes: John Chevedden
NEXTERA ENERGY (NEE) 2
Paris Agreement Alignment 35% yes; Net Zero Business Performance Risks 1% yes
The names of co-filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information
pay over 30% NO
WELLTOWER INC. (WELL): pay 81% no
Ade J. Patton: 25% no; Sergio D. Rivera: 25% no; Johnese M. Spisso: 27% no; Kathryn M. Sullivan: 24% no
THERMO FISHER SCIENTIFIC: pay 68% no
95% avg yes; Dion J. Weisler: 11% no
SOMNIGROUP INTERNATIONAL (SGI): 42% no
SIMON PROPERTY GROUP (SPG): 31% no
UDR, Inc. (UDR): pay 31% no
95% avg yes; Robert A. McNamara 11% no
BXP, Inc. (BXP): pay 31% no
95% avg yes; Matthew J. Lustig: 12% no; Owen D. Thomas: 10% no
CITIGROUP INC (C): pay 40% no
96% avg yes
BlackRock, Inc. (BLK): pay 35% no
97% avg yes
PLAINS ALL AMERICAN PIPELINE LP (PAA): pay 39% no
classified: 98% avg yes
Directors
TRIMBLE INC. (TRMB)
Kaigham (Ken) Gabriel 33% no; Kara Sprague 33% no; Thomas Sweet 33% no;
Other stuff
Upcoming Annual Shareholder Meetings: May 17-23 2026
Tuesday, June 2, 2026
Joby Aviation, Inc.JOBY~$10.5 Billion
Brighthouse Financial, Inc.BHF~$3.6 Billion
Viridian Therapeutics, Inc.VRDN~$1.76 BillionI
ICF International, Inc.ICFI~$1.25 Billion
Wednesday, June 3, 2026
Duolingo, Inc.DUOL~$5.0 Billion
The Carlyle Group Inc.CG~$16.4 Billion
Thursday, June 4, 2026
Walmart Inc.WMT~$945.8 Billion
SHPs
Request for Cumulative Voting for Board Elections
National Legal and Policy Center
Report on Workplace Health and Safety Governance
Oxfam America, Inc.
Report on Immigration Policy and Enforcement
SOC Investment Group
Report on Workplace Impact of AI and Automation
United for Respect
CEO Pay Ratio: 958:1
we excluded approximately 4.71% of our total associate population or approximately 100,000 associates outside of the U.S.: India (50,821) and South Africa (28,202)
Howard Hughes Holdings Inc.HHH~$3.8 Billion
Friday, June 5, 2026
Omega Healthcare Investors, Inc.OHI~$13.5 Billion
