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

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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

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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.