OM DETTA AVSNITT
Proof that Berkshire Hathaway has always been fake frugal
Companies following their own rules
Victoria’s Secret rejects a Brett Blundy
A wrap-up of 150 meeting results over the past 2 weeks
And on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge
<TRADE WIRE BUMPER>
Trade Wire
Top Stories:
Filings since May 1st
The headlines
BERKSHIRE HATHAWAY
Charles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFO
Mr. 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 year
EMERSON ELECTRIC
elected Jennifer G. Newstead
3 women!
GENERAL MILLS
Long-tenured director Steve Odland (2004-) stepping down
Dana McNabb named COO, been with the company since 1999 and is also becoming a director
CFO getting a one-time $3.5M equity award while CTO is getting $2.5M
Down to 2F
Stupid money
Snap Inc (SNAP)
$14.9M golden hello equity award for new CFO Douglas Hott
Dumb stuff
DUCOMMUN
appointed Mark A. Caylor as a Class II Director
to serve for a term expiring at the annual meeting of stockholders in 2029
appointed to serve as a member of the Board’s Audit Committee
Trade Desk
Samantha Jacobson resigning as Chief Strategy Officer but will continue to serve as director
Toll Brothers
new COO Seth J. Ring added to board
OCCIDENTAL PETROLEUM
Vicki Hollub stepping down as CEO, replaced by Richard Jackson
Vicki staying on board, Jackson added 4/30 but not voted on 5/1
PLAINS ALL AMERICAN PIPELINE
appointed Cynthia B. Taylor to board
The former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability Committee
Smart Stuff
WEC ENERGY GROUP
Having reached the applicable retirement age under WEC Energy Group’s Corporate Governance Guidelines, Gale Klappa completed his service as Chairman of the Board on May 7, 2026
COMMERCE BANCSHARES
Benjamin F. Rassieur, III retired due to the mandatory retirement requirements of the Company. Mr. Rassieur had been a Board member since 1997 and was a member and former committee chairman of the Audit and Risk Committee.
TTM TECHNOLOGIES
Director John G. Mayer resigned
Resignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, per the Company’s Corporate Governance Guidelines
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Victoria’s Secret rejects activist investor Brett Blundy’s board push
Swatch shareholders reject activist investor's bid for board seat
Steven Wood, whose GreenWood fund owns about 0.5% of Swatch, had challenged the Hayek family's control of Swatch with the backing of proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis.
Swatch said he was not suited to represent shareholders.
They instead elected Swatch nominee Andreas Rickenbacher, a former Swiss politician and current director at BKW and Aebi Schmidt.
Participants in the annual general meeting rejected his appointment to the board, with 79.6% of votes against and 19.2% in favour.
Swatch's dual-class share structure has helped CEO Nick Hayek and Chair Nayla Hayek, children of founder Nicolas Hayek, maintain control: their family owns about a quarter of the equity but more than 40% of voting rights
"For the second time, the shareholders have clearly rejected his election," Swatch said.
Among non-dual class cheaters: support for Wood was at 80%, higher than the 62% in an equivalent bid last year
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Since May 1st
153 meetings at large market caps
82 total SHPs:
4 Victories
VERTEX PHARMACEUTICALS: act by written consent 57% yes
ALBEMARLE: call a special meeting 57% yes
CF Industries: excessive golden parachutes 51% yes
NRG ENERGY: call for a special shareholder meeting 56% yes
Hate
Constellation Energy: Report on DEI Initiatives 1% yes
National Center for Public Policy Research
According to 1792 Exchange’s Corporate Bias Ratings
TRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yes
The Heritage Foundation
According to 1792 Exchange’s Corporate Bias Ratings
INTERNATIONAL BUSINESS MACHINES CORP (IBM)
Report on AI Bias: 2% yes
National Center for Public Policy Research
The White House has issued an executive order specifically seeking to combat “woke” AI
Report on Discrimination in Charitable Support: 2% yes
The Heritage Foundation
IBM has a perfect score on the Human Rights Campaign’s Corporate Equality Index
Sustainability Committee By-Law Amendment 0.87% yes
National Center for Public Policy Research
“Being good might cost too much”
Plastics Packaging Policies 0.8% yes
National Legal and Policy Center
“Being good might cost too much”
(*Diversity, Equity and Inclusion Efforts 11% yes: As You Sow)
GILEAD SCIENCES: risks of ESG and DEI executive compensation metrics 0.7% yes
Bowyer Research
“Being good might cost too much”
ESG/DEI Compensation Metrics 1% yes
The Heritage Foundation
“Being good might cost too much”
transgender healthcare treatments for minors 0.4% yes
Inspire Investing
American Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Index
political bias risk oversight 0.9% yes
National Center for Public Policy Research
According to the 1792 Exchange
FIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yes
Inspire Investing
But wait: “Being good might cost too much”??
COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yes
National Legal and Policy Center
Independent Board Chair (19)
Avery Dennison: 39% yes
CORNING: 18% yes
GILEAD SCIENCES: 27% yes
WEST PHARMACEUTICAL SERVICES: 46% yes
EVERSOURCE ENERGY: 26% yes
CARVANA: 4% yes
BANK OF AMERICA: 32%
DOMINION ENERGY: 24% yes
BERKSHIRE HATHAWAY: 15% yes
AFLAC: 12% yes
PEPSICO: 26% yes
BRISTOL MYERS SQUIBB: 27% yes
ECOLAB: 26% yes
AbbVie: 39% yes
PRUDENTIAL FINANCIAL: 30% yes
DOVER: 36% yes
CORPAY: 30% yes
LOCKHEED MARTIN: 37% yes
COLGATE PALMOLIVE: 29% yes
pay over 10% NO
GOLDMAN SACHS
pay 30% no
Pay committee chair Kimberley Harris 26% no
BERKSHIRE HATHAWAY
say on pay every 3 years 66%
OMNICOM GROUP
44% no pay
avg 97% yes
MOLINA HEALTHCARE
47% no pay
avg 97% yes
Directors
classified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yes
Ummmmmmmmm?
plurality
SERVICE CORP INTERNATIONAL
Sara Martinez Tucker 17% no
C. Park Shaper 18% no
Victor L. Lund 21% no
Anthony L. Coehlo 21% no
Marcus A. Watts (Lead Ind. Director) 57% no
Ummmmmmmmmm?
The Company and its directors take the shareholder concerns expressed in the vote seriously. The Nominating and Corporate Governance Committee of the Board will carefully consider the failure to meet the majority vote requirement through the process set forth in Section 3.4 of the Company’s Corporate Governance Guidelines. The Committee will make a recommendation to the Board regarding any action to be taken in relation to its findings. The Board will act on the Committee’s recommendation and publicly disclose its determination following completion of its review.
Limit Liability of Officers (Exculpation) 52% no
CORPAY
Annabelle Bexiga 24% no
Thomas M. Hagerty 26%
Steven T. Stull 28% no
Hala G. Moddelmog 31% no
Joseph W. Farrelly 39% no
SOUTHWEST AIRLINES
Nom Committee chair Christopher P. Reynolds 39% no
Other stuff
DT Midstream: The stockholder proposal as set forth in the Proxy was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the stockholder proposal had been properly presented, the proposal would not have been approved by the Stockholders, with the votes shown 30% yes
NVR: Shareholder proposal to reduce the ownership threshold required to call a special meeting. The shareholder proposal as set forth in the proxy statement for the Annual Meeting was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the Company's shareholders; disclose greenhouse gas emissions 47% yes
RB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yes
Both in-person and virtual meetings
UNITED PARCEL SERVICE (UPS): Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share 40% yes;
Upcoming Annual Shareholder Meetings: May 17-23 2026
May 18
Valley National Bancorp (VLY) Virtual ~$4B 3/0
Vishay Intertechnology (VSH) Virtual ~$3B 3/0
May 19
JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4
PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2
Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1
Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0
Zebra Technologies (ZBRA) Virtual ~$15B 3/0
Permian Resources (PR) In-Person ~$13B 5/0
May 20
BlackRock, Inc. (BLK) Virtual ~$140B 3/2
Northrop Grumman (NOC) Virtual ~$75B 3/2
Zoetis Inc. (ZTS) Virtual ~$80B 3/0
EOG Resources, Inc. (EOG) Virtual ~$75B 3/0
GE Vernova Inc. (GEV) Virtual ~$55B 3/1
S&P Global (SPGI) Virtual ~$160B 3/0
May 21
Leggett & Platt (LEG) Virtual ~$2B 4/0
IDACORP, Inc. (IDA) Virtual ~$5B 3/0
The Home Depot (HD) Virtual ~$350B 3/2
Harley-Davidson (HOG) Virtual ~$5B 4/0
May 22
Honeywell International (HON) Virtual ~$140B 3/1
The Allstate Corp (ALL) Virtual ~$50B 3/1
Apple Hospitality (APLE) In-Person ~$3.5B 3/0
<THE BIG VOTE BUMPER>
THE BIG VOTE
AGM Date: May, 2026: Virtual
2026 Proxy
2025 Proxy
2025 Voting results
2024 Voting results
General Observations
Ownership
Institutional voting power
Vanguard %
BlackRock %
Fidelity %
Performance outliers:
Overall:
EBITDA .
.
Carbon .
.
TSR .
.
Controversies .
.
Board stuff
Committees
Audit (a)
Human Resources (c)
Governance & Nominating (n)
Finance (f)
Risk (r)
FFA Skills (Non-Executive DIrectors)
Economics and Accounting 23%
Mechanical 15%
Building and Construction 5%
Public Safety and Security 5%
Proxy Skills
Gender Power Gap -%
Other
DIRECTORS
Steven D. Black 73/2020/m fnc 10%
Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan
Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc.
Votes Against Last AGM: 3% no
SAY ON PAY
% NO 2025
CEO Pay Ratio :1
SHPs
Matt
OVERVIEW
First some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home Depot
Four lead independent directors - tenures of 26 (BLK, Gerber), 22 (JPM, Burke), 17 (Northrup, Kleiner), and 26 (Home Depot, Brenneman)
CEO tenures of 28 (BLK, Fink), 22 (JPM, Dimon), 7 (Northrup, Warden), 4 (Home Depot, Decker)
All four >30% women on board, biggest power gap at JPM (-17%)
Northrop knowledge is shit
Retail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from Hilton
Military - Grady, Roughead, Welsh
Krishna (IBM CEO) and Brown sit on IBM board together
What is that? Are they selling weapons and military devices retail?
Zero AI (Krishna closest, engineering and IBM does AI stuff), zero industrial production, zero public safety
Lowest core knowledge of the group - 17% of the board has any overlapping core knowledge at all
All four have >50% of directors connected
Whopping 771 connections in our DB for the 4 companies
All four have >50% board current or ex CEOs
All four have >50% board for whom this role is most prestigious, pays them the most for any board slots, and the current CEO picked them for the board
Only the JPM board have directors batting over 570 for TSR - everyone else below
42 of the 55 directors are below 500 for TSR
13 of BLK’s 19 directors bat below 400 on TSR
17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothing
The “Business Roundtable” Board
CEOs on boards
The presence of CEOs on the board (current or ex) for US large caps is pretty steady over the last four years - average US large cap board is 68% current or ex-CEOs today
CEOs often don’t take public board slots - of the 1,079 US large cap CEOs (including co-CEOs), only 359 are on other boards (34%) -
We know anecdotally from reports from board placement agents, though, that CEOs are involved in selecting directors - directors aren’t chosen strictly by the board, they are run through CEOs
When the CEO is chair, it’s reasonable to assume this is even more the case
So if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where?
Trade associations, non profits, college trusteeships
Overall, there are 928 connections that run through the Business Roundtable board - all members are CEOs - which is dwarfed by the 1,452 connections through the Partnership for New York City, a non profit with 300 CEOs on it
Incidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie Dimon
For the four companies this week, a majority of connections for all of them run through the BR:
THE BUSINESS ROUNDTABLE INC 213
CATALYST INC 159
The Partnership for New York City Inc 146
THE BUSINESS COUNCIL INC 139
First company to show up is IBM with 59 routes through them
Why it matters?
Independence
Groupthink
When everyone on your board basically exists in the same echochamber, do you expect different decisions at different companies or herd movement?
55 directors on the 4 boards, 31 have connections back to other directors
Of those 31, 8 have connections TO THE OTHER 3 BOARDS THIS WEEK - of these 4 companies we chose at random (large cap US), 15% of directors up for election have connections to at least one of the other boards
Phebe Novakovic
Kathy Warden
Virginia Rometty
Alex Gorsky
James Dimon
Mark Weinberger
Arvind Krishna
William Ford
Where this really matters: BLK and JPM
Blackrock OWNS the largest stake in most companies in the US, JPM is a massive asset owner
A director like Hans Vestberg, who was CEO of Verizon, sits on Blackrock, his owner’s, board, or Phebe Novokovic. CEO of General Dynamics, sits on JPM
Novakovic, Rometty, Gorsky, Dimon, Weinberger - all have cross pollination at other boards, are paths to Home Depot, BLK, Northrop, all on JPM
An upcoming paper from bram van der Kroft and his team at MIT now shows the cost of that:
Asset managers with owned company executives sitting on their boards have abnormal voting patterns in favor of management at those companies
Those management favorable voting conditions persist even after that director leaves the asset manager board
The addition of those executives is tied to getting the pension business of the company - the estimate he showed me was several million dollars in fees worth of value
This is a straight quid pro quo - put a company executive on your board whose business you want, vote with management all the time, land the fees, rotate and repeat
Voting
This week is a case study in the ineffectiveness of the US corporate board - it doesn’t matter if the company does well (JPM) or poorly (BLK), if the CEO is a big loud mouth (Dimon) or quiet (Warden), the board’s job isn’t to represent shareholder interests - it’s to represent a system or culture of self interests
The voting recommendation here is pretty simple: ask who represents you as a shareholder
