Sir Witty avoid fraud probe, the anti-woke think Exxon is woke, investors are confused about Harley

Story of the Week (DR):

1. UnitedHealth Group CEO Andrew Witty steps down for 'personal reasons' MM DR

1. UnitedHealth Under Investigation: UnitedHealth Group is facing a criminal probe by the U.S. Department of Justice for potential Medicare fraud related to its Medicare Advantage program. The company is also dealing with a civil fraud investigation and has suspended its 2025 financial forecast amid rising medical costs. CEO Andrew Witty resigned unexpectedly this week.

2. Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO.

2. A Kohl's board member resigned because she was 'continually disappointed' by governance and a lack of transparency MM DR

1. Kohl's Director and Compensation Committee Chair Christine Day resigned from the board on May 5, 2025.

1. Kohl’s initially claimed: “Ms. Day’s decision [to resign] was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.”

2. Day later sent an email (included in SEC filing) saying:

1. I want to stress my concern that this is an inappropriate way to handle this. All shareholders deserve the same access to the same information. [ . . .] and for us to not respond to ISS is not good governance. In the 8K filing, for my departure, it would not be accurate to say I have no disagreements with the board. Unfortunately I have been continually disappointed with the level of governance process. The 8k needs to reflect this.”

2. In another email she called out Board Chair Michael Bender: “There is no delegation to committees or chairs, Michael “handles” everything, maybe speaks to one person or 2, then “tells” everyone what the decision is. Some people know more than others leading to board members feeling alienated, out of the loop, and worse—developing a culture where real discussions rarely occur.”

3. In a meeting held yesterday (may 14), only 5% of Kohls shareholders said NO to Board Chair Michael Bender while 45% said NO on Pay while average director support was 92% YES

3. John Tyson joins Tyson Foods Inc. board, 9 months after criminal charges led him to step down as CFO MM DR

1. Despite being part of the controlling family, The Tyson children will be paid $315,000 annually like all other non-employee directors.

4. FedEx board member David Steiner to lead US Postal Service

1. LD since 2009; CEO Waste Management; $15M in shares

Goodliest of the Week (MM/DR):

1. DR: Boulder’s landmark lawsuit against Suncor, Exxon can proceed, Colorado Supreme Court rules

2. MM: NLPC Urges Exxon Mobil Shareholders To Vote Against Election Of CEO Darren Woods For Board On Exxon Mobil's 2025 Proxy Ballot DR MM

1. They are running a vote no campaign on Darren Woods… for being too woke!  After suing his own shareholder who wanted him to be woke!

Assholiest of the Week (MM):

1. Nasdaq

1. Nasdaq Supports Texas Senate Bill 29, Strengthening Corporate Governance and Business Growth in the State DR

2. Ed Knight of Nasdaq says: “Senate Bill 29 is a milestone for corporate governance in Texas. By embracing smart, innovation-focused regulation like SB 29, Texas is showing the world what it means to lead on economic growth and modern, clear governance principles,” said Ed Knight, Executive Vice Chairman of Nasdaq. “We commend Senator Bryan Hughes, Representative Morgan Meyer, and Governor Greg Abbott for advancing legislation that strengthens Texas’ position as a global center for capital formation.”

3. The major features include a Musk “board independence” rule that allows an evidentiary hearing by a court to say a committee overseeing a transaction is “independent”, then they can exclude any lawsuits or challenges to the committee findings/approval - say, on something like a massive pay package - without the ability of a shareholder to get recourse

4. They also can refuse books and records if they THINK you might sue them, and they only allow derivative lawsuits for groups with 3% or more of the shares

1. Ed Knight biography: A Texas native, Knight received his Bachelor of Arts, with honors, in Latin American Studies from the University of Texas at Austin and his Juris Doctorate from the University of Texas School of Law.

2. Stewardship teams

1. Harley-Davidson Leaders Survive Proxy Fight

2. The company didn’t reveal the preliminary vote total during its shareholder meeting. About 48% of shares voted withheld support from Zeitz, while about 40% withheld support from directors Thomas Linebarger and Sara Levinson, two people familiar with the tally said.

3. Harley’s bylaws require directors to resign if more than 50% of shares voted withhold support.

4. Seriously investors?  Seriously?  Levinson has been a director since Clinton’s FIRST TERM - AND SHE HAS A CHECKMARK FOR INDEPENDENT.  30 years isn’t too much for you investors?  30?  For an ex NFL and MTV executive at a company that makes motorcycles?  If you’re anti-woke, isn’t this an easy vote out??  Not even for her woman-ness, but for the fact that she has literally nothing to do with making motorcycles?  She started a women-focused dot com media company called “Club Mom”!

5. If Blackrock and Vanguard voted to support Harley directors, they truly do not care - and ISS’s fuckwit half-assed non-assessment is what’s driving investors to do-nothingness.  And I know ISS is listening, we’ve been told they don’t like our criticism - tough shit, your assessments are feckless bullshit nothingburger with no real backing, and pension funds are starting to notice you give them a whole lot of puffery for 200k a year

6. In other news… BlackRock wins 67% support for pay as CEO Fink assures on global economy

1. Each of its 18 director nominees were easily elected with average support over 98%.

3. Press Releases

1. Lumen Technologies Appoints Michelle J. Goldberg and Steve McMillan to Board, Strengthening Company’s AI and Digital Strategy

2. Because no one cares, no one reads the bios to determine if, at least on paper, the headline matches the humans - “strengthening company’s AI and digital strategy”

1. Michelle J. Goldberg brings over 20 years of experience in early-stage technology, finance, and board governance. She served as a Partner at venture capital firm Ignition Partners and currently sits on the boards of both Bakkt Holdings and Ally Financial, previously having held board roles at Legg Mason, Taubman Centers, and Plum Creek Timber. Her expertise and guidance in early-stage technology startups has helped scale businesses through critical phases of innovation and expansion. Michelle holds a BA from Columbia University and an MA from Harvard University.

2. Steve McMillan is a seasoned executive in global enterprise technology strategy, data analytics and big data. Since 2020, he has served as President and CEO of Teradata Corporation. His previous leadership roles at F5, Oracle, and IBM specialized in security, cloud management, and managed services—making him a key voice in modernizing technology platforms for customer success. Steve earned a First-Class Honours degree in Management and Computer Science from Aston University in Birmingham, England.

3. So… not AI or digital strategy experts?

Headliniest of the Week

1. DR: Elon Musk says everyone will want their 'personal robot' — but warns of 'Terminator'-style risks

2. DR: Elon Musk’s AI says it was ‘instructed by my creators at xAI’ to accept the narrative of ‘white genocide’ in South Africa

3. MM: Women contribute less to climate-heating emissions than men, study finds - this explains the anti woke movement, the atmosphere is super woke 

4. MM: Elon Musk's pro-Trump PAC failed to pay swing state petition signers, new suit alleges

Who Won the Week?

1. DR: Olivia Tyson, for being the nepobaby nobody notices (when standing next to John R. Tyson)

2. MM: The A in AI, since Elon has proven that you really don’t need the “intelligence” part.

Predictions

1. DR: After Disney CEO Bob Iger hears me on The Responsible Investor Podcast with Gina Gambetta he sends a cease and desist letter forcing me off all podcasts until 1001 years of the next pope

2. MM: Exxon sues the NLPC for its exempt solicitation, and no one knows who to root for.