Aflac’s Atlanta crew, plus vote avoidance at AIG and Ball Corp’s vote prediction

Written By Matt Moscardi


<TRADE WIRE BUMPER>

Trade Wire

Top Stories:

 Filings since April 24

  1. The headlines

    1. AMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair

    2. Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive Chair

    3. SOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on board

      1. We reported as Interim last week, is now permanent

‍ ‍

  1. Down to 2F

  1. Stupid money

    1. NVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity award

    2. RESMED INC (RMD)

      1. $3.5M golden hello to new CFO

      2. Former CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.

        1. From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards.


  1. Other stuff

    1. CARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation accepted

    2. Two weird board classification reshuffles:

      1. MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, the service of Mr. Baker and Mr. Brennan on the Board is deemed to have continued uninterrupted.

      2. GEN Restaurant Group, Inc. (GENK) : changed the Board’s composition as follows: (i) Jae Chang and David Park, the former Class II members of the Board, were appointed as Class III members of the Board, and (ii) David Kim, the former Class III member of the Board, was appointed as a Class II member of the Board, in each case effective immediately. In connection with this change, on April 29, 2026, Messrs. Chang and Park tendered their resignations as directors, contingent upon their reappointment to the Board as directors and members of Class III.  On the Effective Date, Mr. Kim also tendered his resignation as a director, contingent upon his reappointment to the Board as a director and a member of Class II. 




<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

  1. Activist Starboard Pushes for Lamb Weston to Hold Investor Day

    1. Can they work on virtual AGMs too?

  2. The SEC tried to silence activist investors. Now they’re fighting back.

    1. Since President Donald Trump took office, the Securities and Exchange Commission has made it harder for small and activist investors to raise concerns through the government filing system known as EDGAR. Now they’re pushing back with their own alternative platform, which they call the Proxy Open Exchange — or POE. 

    2. In less than a week, POE has 63 filings, with dozens more expected. EDGAR shows just 39 exempt solicitations so far in 2026. 

  3. Nelson Peltz’s son builds first public activist stake in Intertek

    1. That’s it, just wanted to cite a nepo-baby

  4. Swatch Group Investor Battle Heats Up After ISS Backs Activist

    1. Steven Wood, founder of Greenwood Investors, is pushing to be nominated at Swatch’s upcoming meeting. ISS urged investors to vote for Wood, citing weak long-term performance and governance shortcomings, including a lack of board independence and the continued influence of the Hayek family on Swatch.

  5. Activist investor backs Pearson boss’s contentious pay rise

    1. The education group has put forward a revised pay arrangement that would see CEO Omar Abbosh receive up to £13M this year, up from £9M last year, deemed “excessive” by Glass Lewis and ISS. 

    2. Cevian Capital, which in recent months has steadily built its stake to just over 18% to become Pearson’s largest shareholder, insisted that the policy had “clear pay-for-performance” that would encourage “long-term value creation”. 

  6. Sackler-linked firm succeeds in bid for Ingles board seat

    1. Summer Road LLC, the Sackler family office, was successful in their bid to earn a seat on Ingles Markets Board of Directors

    2. Summer Road’s Chief Investment officer Rory Held was elected with support from approximately 62% of outstanding Class A shares, representing approximately 70% of the votes cast.

    3. Shareholders Overwhelmingly Elected Rory A. Held to Ingles Markets’ Board of Directors

 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

April 24-April 30

  1.  42 meetings at large market caps

  1.  22 total SHPs: (Wells Fargo 6)

    1. Independent Board Chair 

      1. PFIZER INC (PFE) 29% yes

      2. STANLEY BLACK & DECKER, INC. (SWK) 8% yes

      3. JOHNSON & JOHNSON (JNJ) 23% yes

      4. WELLS FARGO & COMPANY (WFC) 34% yes*

      5. DOMINOS PIZZA INC (DPZ) 40% yes

        1. departure of directors who fail to obtain a majority vote 16% yes

    2. Act by Written Consent

      1. BORGWARNER INC (BWA) 4% yes

      2. Cigna Group (CI) 48% yes

      3. HCA Healthcare, Inc. (HCA) 22% yes

        1. report on healthcare consequences 11% yes

    3. call a special meeting

      1. AGCO CORP /DE (AGCO) 49% yes

      2. SHERWIN WILLIAMS CO (SHW) 43% yes

      3. AES CORP (AES) 35% yes

    4. Majority Voting Standard

      1. CITIZENS FINANCIAL GROUP INC/RI (CFG) 10% yes

      2. WELLS FARGO & COMPANY (WFC) 48% yes

    5. Other

      1. G

        1. EDISON INTERNATIONAL (EIX): Retention of Equity 37% yes

        2. DOMINOS PIZZA INC (DPZ): departure of directors who fail to obtain a majority vote 16% yes

          1. independent board chair requirement 40% yes

      2. S

        1. FASTENAL CO (FAST): EEO-1 reporting disclosure policy 22% yes

        2. WELLS FARGO & COMPANY (WFC) Respecting Vendor Civil Liberties* 2% yes

        3. WELLS FARGO & COMPANY (WFC) Board Committee on Indigenous Rights 5% yes

        4. HCA Healthcare, Inc. (HCA): report on healthcare consequences 11% yes

          1. act by written consent 22% yes

      3. E

        1. ARCBEST CORP /DE/ (ARCB): GHG emissions reduction targets 30% yes

        2. WELLS FARGO & COMPANY (WFC) Energy Supply Ratio 20% yes

        3. WELLS FARGO & COMPANY (WFC) High-Carbon Financing Litigation Risks 9% yes


  1.    10 pay over 10% NO

    1. EDISON INTERNATIONAL (EIX): pay 22% no

      1. Retention of Equity 37% yes; auditor 9% no

      2. 97% avg yes

    2. FASTENAL CO (FAST): pay 11% no

    3. WHIRLPOOL CORP (WHR): pay 31% no

      1. 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director)  80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes

    4. GRACO INC (GGG): pay 32% no

      1. classified: Martha A. Morfitt (Lead Director) 21% no

    5. PFIZER INC (PFE): pay 13% no

      1. Joseph J. Echevarria 18% no

    6. AMERICAN ELECTRIC POWER CO INC (AEP): pay 18% no

      1. Sara Martinez Tucker 16% no

    7. Prologis, Inc. (PLD, PLDGP): pay 42% no

      1. George Fotiades (chair) 12% no

      2. David O’Connor 4% no

      3. Olivier Piani 2% no

      4. Board average 97% yes

    8. Essential Utilities, Inc. (WTRG): pay 10% no; auditor 10% no 

    9. CARLISLE COMPANIES INC (CSL): pay 13% no

    10. EXELON CORP (EXC): pay 10% no; auditor 11% no

  1. Directors

    1.   over 10% 

      1. AMERICAN ELECTRIC POWER CO INC (AEP): Sara Martinez Tucker 16% no pay 18% no

      2. BALL Corp (BALL): Todd A. Penegor 40% no

      3. Interactive Brokers Group, Inc. (IBKR): Thomas Peterffy (Founder/Chair); 12% no; Milan Galik (CEO) 12% no; Earl H. Nemser (Vice Chair) 14% no

        1. Founder and Chairman Thomas Peterffy holds approximately 75% of the total voting power

      4. HCA Healthcare, Inc. (HCA): Nancy-Ann DeParle 11% no

      5. PFIZER INC (PFE): Joseph J. Echevarria 18% no

      6. GRACO INC (GGG): classified: Martha A. Morfitt (Lead Director) 21% no pay 32% no

      7. WHIRLPOOL CORP (WHR): 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director)  80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes

        1. pay 31% no

      8. HUNTINGTON BANCSHARES INC (HBAN): David L. Porteous 11% no

      9. HUNT J B TRANSPORT SERVICES (JBHT): James L. Robo (Lead Director) 13% no

      10. RAMBUS INC (RMBS): classified: Charles Kissner (Chair) 15% no

      11. Prologis, Inc. (PLD): George L. Fotiades (Lead Director) 12% no

  2. Other stuff

    1. ARCBEST CORP /DE/ (ARCB): Redomestication (Delaware to Texas) 67% yes

    2. SHERWIN WILLIAMS CO (SHW): the dirty trick:

      1. shareholder ability to call a special meeting 43%

      2. 25% Special Meeting Threshold 91% yes


Upcoming Annual Shareholder Meetings: May 2-May 9

  1. Saturday, May 2, 2026

    1. Berkshire Hathaway (BRK.A / BRK.B) – ~$1.0 Trillion | In-person (Omaha, NE)

    2. Cincinnati Financial Corp. (CINF) – ~$20 Billion | In-person (Cincinnati, OH)

  2. Monday, May 4, 2026

    1. Eli Lilly and Company (LLY) – ~$830 Billion | Virtual | 3 SHPs

    2. Bank of America Corporation (BAC) – ~$320 Billion | Virtual

    3. Aflac Incorporated (AFL) – ~$55 Billion | Virtual

      1. Data Breach 6/12/25: Aflac first identified suspicious activity on its network

        1. On the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.

      2. By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.

        1. The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:

          1. Full names and home addresses.

          2. Social Security numbers (SSNs) and Tax ID numbers.

          3. Dates of birth.

          4. Driver’s license and passport numbers.

          5. Medical insurance claims and dates of service.

      3. The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.

      4. There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.

      5. This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.

  3. Tuesday, May 5, 2026

    1. American Express Company (AXP) – ~$175 Billion | Virtual

    2. Bristol Myers Squibb (BMY) – ~$110 Billion | Virtual

    3. Suncor Energy Inc. (SU) – ~$50 Billion | Virtual

  4. Wednesday, May 6, 2026

    1. PepsiCo, Inc. (PEP) – ~$235 Billion | Virtual | 2 SHPs

    2. Philip Morris International Inc. (PM) – ~$155 Billion | Virtual

  5. Thursday, May 7, 2026

    1. United Parcel Service, Inc. (UPS) – ~$125 Billion | Virtual

    2. Duke Energy Corporation (DUK) – ~$85 Billion | Virtual

    3. Norfolk Southern Corporation (NSC) – ~$60 Billion | Virtual

    4. Eastman Chemical Company (EMN) – ~$11 Billion | Virtual

  6. Friday, May 8, 2026

    1. AbbVie Inc. (ABBV) – ~$350 Billion | Virtual

    2. Union Pacific Corporation (UNP) – ~$145 Billion | Virtual

    3. Colgate-Palmolive Company (CL) – ~$85 Billion | Virtual

    4. Illinois Tool Works Inc. (ITW) – ~$75 Billion | Virtual




<THE BIG VOTE BUMPER>

THE BIG VOTE

AFLAC

AGM Date: May 4, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

  1. Ownership

    1. Institutional voting power

      1. J&A Alliance Holdings Corporation 20%

      2. Vanguard 4%

      3. BlackRock 3%

    2. CEO/Chair Daniel Amos 1.3%

  2. Performance outliers:

    1. Overall: .516

    2. EBITDA .603

      1. .

    3. Carbon .830

      1. .

    4. TSR .517

      1. .

    5. Controversies .672

      1. .

  1. Board stuff

    1. Committees

      1. Audit & Risk (a)

      2. Compensation (c)

      3. Corporate Governance (n)

      4. Finance & Investment (f)

      5. Corporate Development (d)

      6. Corporate, Social Responsibility & Sustainability (s)

      7. Executive (e)

    2. FFA Skills (Non-Executive DIrectors)

      1. Economics and Accounting 24%

      2. Food Production 6%

      3. Computers and Electronics 6%

      4. Administrative 5%

      5. Mathematics 5%

    3. Proxy Skills

      1. Paragraph 2 of LD Bowers letter: “The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours.”

      2. DIGITAL/CYBERSECURITY EXPERIENCE: Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation, and policy.

        1. NO

          1. W. PAUL BOWERS: former CEO/Chair Georgia Power (2011-2021)

          2. ARTHUR R. COLLINS: Founder/Chair theGROUP, a government relations and strategic communications consulting firm, since 2011

          3. MIWAKO HOSODA: Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of health

        2. Maybe

          1. GEORGETTE D. KISER: former CIO The Carlyle Group (2015-2019)

          2. KAROLE F. LLOYD: CERT Certificate in Cybersecurity Oversight; CPA and retired as vice chair and regional managing partner for Ernst & Young

      3. Audit and Risk Committee

        1. Maybe

          1. Karole F. Lloyd (Chair)

          2. Georgette D. Kiser

        2. No

          1. W. Paul Bowers

          2. Joseph L. Moskowitz, EVP Primerica, Inc., an insurance and investments company, from 2009 until 2014

      4. Tim Callahan SVP, Global Security, Chief Security Officer; joined in 2014

        1. Education

          1. Excelsior College (University of the State of New York): BS, Liberal Studies 1992 – 1995

          2. Community College of the Air Force: AS, Resource Management, 1986 – 1988

    4. Gender Power Gap -12%

  2. Other

    1. Data Breach 6/12/25: Aflac first identified suspicious activity on its network

      1. On the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.

    2. By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.

      1. The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:

        1. Full names and home addresses.

        2. Social Security numbers (SSNs) and Tax ID numbers.

        3. Dates of birth.

        4. Driver’s license and passport numbers.

        5. Medical insurance claims and dates of service.

    3. The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.

    4. There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.

    5. This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.



DIRECTORS

  1. DANIEL P. AMOS, 74/1983/m Ef 39%

    1. Chair/CEO (1983-)

    2. Public Company Boards

      1. Synovus Financial Corp. (2001-2011)

      2. Southern Company (2000-2006)

    3. Votes Against Last AGM: 3% no

  1. W. PAUL BOWERS, 69/2013/m aDse 14%

    1. Lead Non-Management Director; Former Chair/CEO, Georgia Power Co.

    2. Public Company Boards

      1. Chair, Exelon Corporation (since 2021, Chair since 2025): Audit Committee (since 2022, Chair since 2023); Corporate Governance Committee (since 2022)

    3. Other Board or Leadership Positions, Professional Memberships or Awards

      1. Brand Industrial Holding, Inc. (since 2019): Audit Committee Chair (since 2019)

      2. Chair, Atlanta Committee for Progress (2016)

      3. Nuclear Electric Insurance Ltd. (since 2009): Chairman (2017-2019)

      4. Board of Regents of the University System of Georgia (2014-2018)

      5. Federal Reserve Bank of Atlanta’s Energy Policy Council (2008-2018)

    4. Votes Against Last AGM: 2% no

  1. ARTHUR R. COLLINS, 66/2022/m nS 5%

    1. Founder/Chair, theGROUP

    2. Public Company Boards

      1. KB Home (since 2020): Nominating Committee (since 2023); Compensation Committee (since 2022)

      2. RLJ Lodging Trust (since 2016): Compensation and Nominating Committees (since 2016)

    3. Other Board or Leadership Positions, Professional Memberships or Awards

      1. Member, Council on Foreign Relations (since 2023)

      2. Member, Ford’s Theatre Board of Trustees (since 2023)

      3. Member, Smithsonian’s National Museum of Asian Art Board of Trustees (since 2022)

      4. Vice Chair, Brookings Institution Board of Trustees (2014-2023)

      5. Member, Economic Club of Washington, D.C. (since 2012)

      6. Chairman, Morehouse School of Medicine Board of Trustees (since 2009)

      7. Member, Meridian International Center Board of Trustees (2009-2017)

      8. Chairman, Florida A&M University Board of Trustees (2001-2003)

    4. Votes Against Last AGM: <1% no

  1. MICHAEL A. FORRESTER, 58/2025/m f 1%

    1. Former CEO, Copper Rock Capital Partners

    2. Other Board or Leadership Positions, Professional Memberships or Awards

      1. Nuveen Funds (a TIAA Company) (since 2024): Investments Committee (since 2024); Compliance Committee (since 2024); Open-End Funds Committee; Chair (since 2024)

      2. TIAA-CREF Funds (2007-2023): Investments Committee (2013-2023); Operations Committee (2008-2013; 2016-2022); Nominating and Governance Committee (2011-2023; Chair 2017-2023); Audit and Compliance Committee (2007; 2014-2015; 2022-2023); Corporate Governance and Social Responsibility Committee (2007-2016)

    3. Investment Company Institute’s Independent Directors Council for independent fund board directors (since 2020): IDC Governing Council (since 2020); Governance Committee (since 2025)

    4.  Votes Against Last AGM: <1% no    

              

  1. MIWAKO HOSODA, 56/2023/f s 1%

    1. Professor, Seisa University

    2. Other Board or Leadership Positions, Professional Memberships or Awards

      1. Board of Directors, The University of Tokyo, New York Office, Inc. (since 2023)

      2. Board of Directors, Brain Injury Caring Communities Society (2017-2020), President (since 2023)

      3. Representative Director, Inclusive Action For All (since 2020)

      4. Vice president, Asia Pacific Sociological Association (since 2021); President (2017-2020)

      5. Board of Trustees, The Japanese Foundation for Cancer Research (2015-2021)

    3. Votes Against Last AGM: <1% no

    

  1. THOMAS J. KENNY, 62/2015/m dsF 1%

    1. Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset Management

    2. Other Board or Leadership Positions, Professional Memberships or Awards

      1. Apeel Sciences (since 2025)

      2. Nuveen Funds (a TIAA Company): Co-Chair (2024); Closed-End Funds Committee (since 2025); Dividend Committee (since 2025); Executive Committee, Chair (since 2024); Investment Committee (since 2024); Compliance Committee (since 2024); Nomination and Governance Committee (since 2024); Open-End Funds Committee (2024)

      3. ParentSquare (since 2021)

      4. TIAA-CREF Board of Trustees, Chairman (2017-2023)

      5. TIAA-CREF Fund Complex: Executive Committee, Chair (2017-2023); Investment Committee (2011-2023); Audit and Compliance Committee (2018-2023); Nominating and Governance Committee (2017-2023); Ad Hoc CREF Special Projects Committee (2020-2023)

    3. Votes Against Last AGM: <1% no

  1. GEORGETTE D. KISER, 58/2019/f ac 8%

    1. Former Managing Director and CIO, The Carlyle Group

    2. Public Company Boards

      1. Jacobs Engineering (since 2019)

      2. Adtalem Global Education (since 2018)

      3. NCR Voyix Corporation (formerly NCR Corporation) (2020-2024)

    3. Other Board or Leadership Positions, Professional Memberships or Awards

      1. Brown Advisory Board mutual fund (since 2022)

    4. Votes Against Last AGM: 1% no

  1. KAROLE F. LLOYD, 67/2017/f Adef 4%

    1. Former Ernst & Young LLP audit partner

    2. Public Company Boards

      1. Churchill Downs Incorporated (since 2018): Audit Committee (since 2018, Chair since 2019); Nominating and Governance Committee (since 2020)

    3. Other Board or Leadership Positions, Professional Memberships or Awards

      1. CERT Certificate in Cybersecurity Oversight

      2. The University of Alabama President’s Advisory Council (since 2003)

      3. The University of Alabama Board of Visitors for the Commerce and Business School (since 2001)

      4. Atlanta Symphony Orchestra Board of Directors (since 2010)

      5. Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee (2009-2016)

    4. Votes Against Last AGM: <1% no

  1. NOBUCHIKA MORI, 69/2020/m nf 6%

    1. Representative Director, Japan Financial and Economic Research Co. Ltd.

    2. Other Board or Leadership Positions, Professional Memberships or Awards

      1. Center on Japanese Economy and Business (CJEB) Professional Fellow (2018-2021)

    3. Votes Against Last AGM: <1% no

  1. JOSEPH L. MOSKOWITZ, 72/2015/m aCde 9%

    1. Former EVP, Primerica, Inc.

    2. Other Board or Leadership Positions, Professional Memberships or Awards

      1. Fellow, Society of Actuaries (since 1979)

      2. Member, American Academy of Actuaries (since 1979)

    3. Votes Against Last AGM: 2% no

  1. KATHERINE T. ROHRER, 72/2017/f cNe 11%

    1. Vice Provost Emeritus, Princeton University

    2. Other Board or Leadership Positions, Professional Memberships or Awards

      1. Emory University Board of Trustees (2008-2022): Academic Affairs Committee (Chair 2013-2020); Executive Committee (2012-2022); Finance Committee (2014-2020)

      2. Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now “Arm in Arm”); and Dryden Ensemble

    3. Votes Against Last AGM: 2% no

SAY ON PAY

  1. 4% NO 2025

    1. CEO Pay Ratio 396:1

    2. Personal Use of Company Aircraft $169k; Security Services $274k

    3. Adjusted Earnings per share 2024 $7.39

      1. Set target (100%) to $6.36 in 2025 and maximum (200%) at $7.05

    4. Others easier: New Annualized Premium, Net Earned Premium, Net Investment Income

    5. CEO target at 250%: earned 441%

    6. TSR modifier for LT: 

      1. 25th percentile or lower 0.80x

      2. Between 25th and 75th percentile 1.00x

    7. From time to time, we have granted supplemental awards in the form of RSUs to incentivize achievement of strategic objectives, recognize major milestones, or secure leadership stability. NEO Miller $1M

      

SHPs

  1.  Independent Board Chairman/John Chevedden


Matt

The Daniel Amos show…

  • 43 year tenure, 39% influence

  • Owns 1.6% of voting shares, 0.5% of shares, so high ownership for a non founder CEO

    • Two key metrics from Free Float

      • 91% of the board comes from one specific board community group

        • 121 members of the community, 41 companies

        • Other companies with >50% of board from same community group as Aflac:

          • AFLAC INCORPORATED

          • ATLAS AIR WORLDWIDE HOLDINGS, INC.

          • BIGBEAR.AI HOLDINGS, INC.

          • F45 TRAINING HOLDINGS INC.

          • FIREFLY AEROSPACE INC.

          • REDWIRE CORPORATION

          • SPIRIT AEROSYSTEMS HOLDINGS, INC.

          • SPIRIT AIRLINES, LLC

          • SPIRIT AVIATION HOLDINGS, INC.

          • Sun Country Airlines Holdings Inc

          • THE HAIN CELESTIAL GROUP, INC.

          • VIASAT, INC.

        • Most similar companies in the list: F45 Training and Spirit Airlines

          • F45 is a penny stock after losing 99% of its value, being sued by celebrities for unpaid fees, overindebtedness, and mass closures to avoid bankruptcy

          • Spirit declared bankruptcy twice and is now likely to be bought by the government

      • 66% of directors tagged as “Deferential” to the CEO

        • Deference - how likely is a director to defer to management vs. investors?: 

          • Money: pay on this board exceeds any others, director earned more money under this CEO vs. any others, director’s largest equity position is at this company vs others

          • Power: director surrounded by more connected directors, board is the “most prestigious”

          • Relationship dynamics: demographic similarities with management, connections in common, interlocks with CEO, core knowledge gap between directors and CEO

          • Career: director picked by CEO, CEO is chair

          • Overall: we flag a number of data points that would suggest it’s in a director’s best interests to side with the CEO and not dissent from management - and based on the number of flags, we tag company boards as highly deferential, deferential, or limited/not deferential

        • Of 122 US financial large caps, 34 have highly deferential boards, 16 are deferential, and 72 are limited or not deferential to the CEOs / management

          • Aflac is tagged as deferential

      • So this is a deferential board almost entirely from a single community - and we know which one

  • Hotlanta board

    • For a company this size, would you expect such a director concentration in Atlanta?

      • Rohrer: Emory board of trustees

      • Moskowitz: ex EVP Primerica (insurance), based in Duluth GA

      • Lloyd: Atlanta Symphony Orchestra Board, Atlanta Chamber of Commerce Board

      • Kiser: NCR Voyix Corp board (2020-2024), headquartered in Atlanta

      • Collins: Morehouse School of Medicine board of trustees, based in Atlanta

      • Bowers: ex CEO Georgia Power, Fed Reserve Atlanta, Atlanta Committee for Progress, board of regents of UGA

      • Amos: Aflac for more than 40 years in Columbus Georgia, ex Synovous board of directors (2001-2011, based in Atlanta), ex Southern Company board (2000-2006, based in Atlanta)

    • Other directors:

      • Japan: Mori, Hosoda

      • Nuveen and TIAA CREF: Forrester, Kenny

… that lead to stagnant revenue, big buybacks, and The Breach…

  • In December 2025, Aflac Incorporated (Aflac) disclosed that the personal information of 22.65 million individuals was leaked after it was stolen in a June 2025 breach. The information reportedly included Social Security numbers, health information, and insurance claims data, and impacted customers, beneficiaries, employees, and agents.

  • This was a known outcome

    • Other insurers have been targeted over and over: United Healthcare breach in 2023, Change Healthcare breach (193m people)

  • And multiple directors have directly overseen it in the last 3 years

  • According to their own peer group choices, Aflac is 31st percentile for revenue, 26th for assets, but 77th for market value - basically they’re overvalued and underperforming

… with a board that lacks the Skills to do anything…

  • Between 2024 and 2025, Hosoda also got Digital/Cybersecurity Experience added - “Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation and policy.”

    • Between 2025 and 2026 Hosoda also got “Operations Experience” (“Provides valuable senior executive experience and organizational management perspective relevant to management and operations”)

      • Hosoda is a professor at SEISA university in Japan

      • Bio is a word for word copy, no new positions

  • Karole Lloyd ALSO got Digital/Cyber added between 2023 and 2024

    • She’s an accountant from EY

    • She added to her “Professional Memberships or Awards” CERT Certificate in Cybersecurity Oversight

      • It’s an NACD certification, costs $3,995 for NACD members - has an 86 page handbook covering incident response, emergine tech, AI, cloud, supply chain risk, ransomware, reporting, how to build a relationship with the CIO… 

      • This is classic skills matrix management - director gets a 2 hour training on terms, gets the skill - incident happens, but there’s no LIVED or TRUE experience on the board

  • Free Float board knowledge: only ONE director, Kiser, has any background knowledge in computers/tech or public safety as an ex CIO and background in aerospace - the others listed with digital/cyber backgrounds have no obvious explanation

Which means this is a board in need of refreshment from Amos.

  • Separate CEO and chair - SHP

  • But you have a board wide problem with director votes - the stock has gone up despite stagnant revenue, the buybacks and dividends grease the investor wheel, and 64% of the directors all are Atlanta or Atlanta adjacent pocketed by Amos, the 40+ year leader of Aflac… so what do you do?  Do you vote NO on everyone despite your returns?  Do you pick a different person to target?

    • Bowers on the board 12 years, part of the Hotlanta crew, 14% influence, supposed to be “lead director”

    • Rohrer is nom chair on a board that just selects Atlanta based directors

  • Do you vote out just the “same community” directors or the most deferential?

  • This is a system problem: stock goes up, management greases investors, directors insulated by their deep ties to management

  • If it’s up to me, I vote to give Amos a boss (separate chair and CEO) and vote NO on Bowers (no LID should have >10 year tenure), then slowly disintegrate the Hotlanta focus


That’s the Proxy Countdown for the week of April 27, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

Matt Moscardi
Next

Blame at Wells Fargo’s AGM, plus Ingles governance joke, Cook out, Texas reject