This is Proxy Countdown. Welcome to the big show for the week of April 20, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:

Tim Cook changes chairs at Apple

While Corrie Barry loses hers at Best Buy

Activist investors raise the Sackler Sucks flag at Ingles Markets

Shareholders love mergers but hate merger pay

And on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo

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Trade Wire

Top Stories:

30 Filings since April 16

The headlines

Apple Inc. (AAPL):

Tim Cook transitioning to Exec Chair

John Ternus promoted to CEO and director

Art Levinson, current Chair (2011-), will become Lead Independent Director

NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGM

SOUTHERN COPPER CORP/ (SCCO)

CEO Oscar Gonzalez Rocha passed away

appointed director Leonardo Contreras Lerdo de Tejada as interim CEO

BEST BUY CO INC (BBY)

Jason Bonfig promoted; succeeding Corie Barry

Corie barry leaving board

David W. Kenny stays as chair

Corie Barry will remain employed as a strategic advisor in a non-executive officer role for six months: base salary will decrease to $1,000,000, will remain eligible for a pro-rated payout of her short-term incentive award for the portion of fiscal 2027 in which she served as CEO, LT equity will continue to vest, and she will remain eligible for executive-level employee benefits

Lululemon names former Nike exec Heidi O'Neill as CEO

Golden hello: $7M equity, $2M cash

Lululemon board: 7 of 11 F

Chair Martha Morfitt

Committees:

Audit: 2 of 3 F, including chair

Nomination: 3 of 5

Pay: 3 of 5 F, including chair

Also: CFO, Chief Merchandising Officer, Chief People & Culture Officer, Chief Legal and Compliance Officer, Chief Brand & Product Activation Officer

‍ ‍

Down to 2F

Stupid money

CrowdStrike Holdings, Inc. (CRWD): special equity award to president Michael Sentonas: target $42M, max $84M

Expedia Group, Inc. (EXPE): golden hello for new CFO Derek Andersen: $2.5M cash; $17M equity; relocation benefits: $30k per month for 13 months for rent, $325k Home Sale Assistance, 3 RT flights for him and family

there have been several reports recently linking activist investor pressure to the departure of Snap’s CFO, Derek Andersen. The timing and the surrounding circumstances strongly suggest he was part of a broader "clean slate" maneuver triggered by activist demands

Lululemon names former Nike exec Heidi O'Neill as CEO: Golden hello: $7M equity, $2M cash

MASCO CORP /DE/ (MAS): Jai Shah, Masco’s Group President, Plumbing and Wellness golden parachute ~$5.5M

REGAL REXNORD CORP (RRX): Aamir Paul will succeed Louis V. Pinkham as CEO: $8.75M golden hello, $575K cash

Dumb stuff

CARPENTER TECHNOLOGY CORP (CRS): appointed COO Brian J. Malloy to board as Class III director, with a term ending at the Company’s 2028 meeting

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PROXY CAGE MATCH

Ingles Markets issued an open letter to shareholders amid an active proxy fight, urging votes for its two nominees, Rebekah Lowe and Dwight Jacobs.

The company is strongly opposing activist nominee Rory Held, arguing his ties to the Sackler family create conflicting loyalties and potential fiduciary conflicts if elected.

Activist Investor Summer Road said: "Our independent director candidate, Rory A. Held, is not a member of the Sackler family and has never worked with Purdue Pharma."

Ingles said: But, in a time when public records are available to anyone, Summer Road and Rory Held can run, but they cannot hide – although they have tried. Summer Road has accused Ingles of not understanding public company governance. However, Ingles understands public company governance just fine”

And:

Rory Held’s Loyalties Are Owed to the Sacklers, Including the Former Co-Chairman of the Purdue Pharma Board of Directors.

Rory Held is Deeply Intertwined with the Sackler Family Trusts Used to Hold Funds Salvaged from the Purdue Pharma Bankruptcy.

As a Trustee for Several Sackler Family Trusts, Rory Held Has Legal Duties of Loyalty to the Sackler Family – These Duties Don’t Disappear Even if He Serves on the Ingles Board.

Summer Road Has Hidden Rory Held’s Years of Service and Loyalty to the Sacklers from Ingles and Ingles Shareholders.

And in my favorite proxy cage fight headline of the week happening at the company Radcom: “Value Base has joined forces with the late...