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

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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 ‍ ‍

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PROXY CAGE MATCH

Meh, nothing spectacular

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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

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