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

Written By Matt Moscardi

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:

  1. Tim Cook changes chairs at Apple

  2. While Corrie Barry loses hers at Best Buy

  3. Activist investors raise the Sackler Sucks flag at Ingles Markets

  4. Shareholders love mergers but hate merger pay

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



<TRADE WIRE BUMPER>

Trade Wire

Top Stories:

30 Filings since April 16

  1. The headlines

    1. Apple Inc. (AAPL):

      1. Tim Cook transitioning to Exec Chair

      2. John Ternus promoted to CEO and director

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

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

    3. SOUTHERN COPPER CORP/ (SCCO)

      1. CEO Oscar Gonzalez Rocha passed away

      2. appointed director Leonardo Contreras Lerdo de Tejada as interim CEO

    4. BEST BUY CO INC (BBY)

      1. Jason Bonfig promoted; succeeding Corie Barry

      2. Corie barry leaving board

      3. David W. Kenny stays as chair

      4. 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

    5. Lululemon names former Nike exec Heidi O'Neill as CEO

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

      2. Lululemon board: 7 of 11 F

        1. Chair Martha Morfitt

        2. Committees:

        3. Audit: 2 of 3 F, including chair

        4. Nomination: 3 of 5

        5. Pay: 3 of 5 F, including chair

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

‍ ‍

  1. Down to 2F

  1. Stupid money

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

    2. 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

      1. 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 

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

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

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


  1. Dumb stuff

    1. 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




<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

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

    1. 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.

    2. 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."

    3. 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”

    4. And:

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

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

      3. 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.

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

  1. And in my favorite proxy cage fight headline of the week happening at the company Radcom: “Value Base has joined forces with the late founder’s children in efforts to oust the chairman and most of the board, including the late founder’s second wife.”

 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

April 16-April 23

  1.  33 meetings at large market caps

  1.  total SHPs: 13

    1. 4 at Adobe

    2. Act by Written Consent:

      1. SYNOPSYS INC (SNPS): 40% yes

      2. TEXAS INSTRUMENTS INC (TXN): 45% yes

      3. BOEING CO (BA): 39% yes

    3. excessive golden parachutes

      1. HUMANA INC (HUM): 41% yes

      2. ADOBE INC. (ADBE):  8% yes

        1. Despite 49.5% NO on pay

    4. independent board chair

      1. PPG INDUSTRIES INC (PPG): 32% yes

    5. 2 Hate SHPs continue to suck

  1.   7 pay over 10% NO

    1. ADOBE INC. (ADBE): 49.5% no

      1. Pay Committee

        1. Amy Banse (Chair): 15% no

        2. Cristiano Amon: 4% no

        3. Melanie Boulden: 4% no

        4. David Ricks: 5% no

      2. excessive golden parachutes SHP: 8% yes

    2. Bank of New York Mellon Corp (BK): 45% no

      1. Pay Committee

        1. Elizabeth E. Robinson, Chair: 7% no

        2. M. Amy Gilliland: 4% no

        3. Jeffrey A. Goldstein: 5% no

        4. K. Guru Gowrappan: 4% no

        5. Ralph Izzo

    3. Broadcom Inc. (AVGO): 34% no

      1. Pay Committee Chair Harry You: 26% no

    4. Special meetings:

      1. Warner Bros. Discovery, Inc. (WBD): Special: Merger 99% yes; pay 83% no

      2. DigitalBridge Group, Inc. (DBRG): Special: Merger 97% yes; pay 77% no

  2. Directors

    1.   23 over 10% 

      1. SMITH A O CORP (AOS): dual class: class A 6 dirs 100%; common: Christopher L. Mapes 36% no; Dr. Ilham Kadri 52% no

        1. In accordance with the Company’s Director Resignation Policy, Dr. Kadri tendered to the Nominating and Governance Committee an offer of resignation from the Board, subject to a determination of the Board whether to accept the offer of resignation. Following the tender of offer of resignation by Dr. Kadri and in accordance with the Policy, the Committee (with Dr. Kadri recusing herself) considered the offer of resignation at a meeting on April 14, 2026. Based upon, among other things, the skills and qualifications of Dr. Kadri to be a member of the Board, her past contributions to the Board, and the belief that the “withheld” votes for Dr. Kadri, who is a highly valued member of the Committee, were primarily reflective of stockholder views regarding the Company’s dual class capital structure and not because of any specific objection to Dr. Kadri, the Committee recommended that the Board reject the offer of resignation. At a meeting of the Board on April 14, 2026, the Board (with Dr. Kadri recusing herself) reviewed and considered the Committee’s recommendation and, based on the recommendation of the Committee and its reasons for the recommendation, unanimously rejected the offer of resignation of Dr. Kadri.

      2. Super Micro Computer, Inc. (SMCI): classified: Charles Liang (CEO/Chair) 16% no; Tally Liu 29% no; Sherman Tuan 39% no

      3. Broadcom Inc. (AVGO): Harry L. You 26% no

      4. ADOBE INC. (ADBE): Frank Calderoni 12% no; Amy Banse 15% no; Daniel Rosensweig 31% no

  3. Other stuff

    1. Texas Capital Bancshares: Redomestication (Delaware to Texas): 55% NO

    2. Subject to stockholder approval of the Texas Redomestication Proposal, the Board is requesting that stockholders provide their approval to raise the ownership threshold to submit shareholder proposals from the current level provided under SEC Rules to three percent (3%) (or$1M) of the outstanding shares: 87% no

    3. Even the "procedural" Proposal 6 failed (31.08%), meaning shareholders didn't even want to give management extra time to lobby for the other failing items: 69% no

Upcoming Meetings (April 27-May 1)

Upcoming Annual Shareholder Meetings: April 2026

Company Name

Meeting Date

Market Cap

Genuine Parts Company

April 27, 2026

$20.6 Billion

Wells Fargo & Company

April 28, 2026

$284.9 Billion

Constellation Energy Corp

April 28, 2026

$68.2 Billion

Corteva Inc.

April 28, 2026

$41.3 Billion

Exelon Corporation

April 28, 2026

$36.7 Billion

The Coca-Cola Company

April 29, 2026

$271.4 Billion

Ameriprise Financial, Inc.

April 29, 2026

$47.2 Billion





<THE BIG VOTE BUMPER>

THE BIG VOTE

WELLS FARGO

AGM Date: April 28, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

  1. Ownership

    1. Institutional voting power

      1. Vanguard 10%

      2. BlackRock 9%

      3. Fidelity 6%

  2. Performance outliers:

    1. Overall: All between .214 and .320

    2. EBITDA .

      1. .

    3. Carbon .

      1. .

    4. TSR .

      1. .

    5. Controversies .

      1. .

  1. Board stuff

    1. Committees

      1. Audit (a)

      2. Human Resources (c)

      3. Governance & Nominating (n)

      4. Finance (f)

      5. Risk (r)

    2. FFA Skills (Non-Executive DIrectors)

      1. Economics and Accounting 23%

      2. Mechanical 15%

      3. Building and Construction 5%

      4. Public Safety and Security 5%

    3. Proxy Skills

    4. Gender Power Gap -17%

  2. Other

    1. Top 6 influencers are men with aggregate 72%


DIRECTORS

  1. Steven D. Black 73/2020/m fnc 10%

    1. Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan

    2. Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. 

    3. Votes Against Last AGM: 3% no

  2. Mark A. Chancy 61/2020/m af 3%

    1. Former Vice Chair, SunTrust Banks

    2. Prior Public Company Directorships: EVO Payments, Inc.

    3. Votes Against Last AGM: 2% no

  3. Theodore F. Craver, Jr. 74/2018/m Afn 9%

    1. Former Chair/CEO, Edison International

    2. Other Current Public Company Directorships: Duke Energy Corporation (Independent Chair, corporate governance committee chair; compensation and people development committee)

      1. Prior Public Company Directorships: Edison International; Health Net, Inc.

    3. Votes Against Last AGM: 3% no

  4. Richard K. Davis 68/2022/m Nr 8%

    1. Former CEO, Make-A-Wish America; Former CEO/Chair, U.S. Bancorp

    2. Other Current Public Company Directorships: Mastercard Incorporated (human resources and compensation committee chair; nominating and corporate governance committee); Dow Inc. (and its predecessor entities) (Lead Director; audit committee chair; corporate governance committee)

      1. Prior Public Company Directorships: Xcel Energy; U.S. Bancorp

    3. Votes Against Last AGM: 2% no

  5. Fabian T. Garcia 66/2024/m f 4%

    1. Global President, Personal Care, Unilever PLC 

    2. Prior Public Company Directorships: Arrow Electronics, Inc.; Kimberly-Clark Corporation; Revlon, Inc.

    3. Votes Against Last AGM: 2% no

  6. Wayne M. Hewett 61/2019/m Fcr 11%

    1. Senior Advisor, Permira; former CEO, Klöckner Pentaplast Group and Arysta LifeScience Corporation

    2. Other Current Public Company Directorships: The Home Depot, Inc. (leadership development & compensation committee chair; audit committee); United Parcel Service, Inc. (audit committee); Resolute Holdings Management, Inc. (audit committee)

      1. Other Leadership Service: Cambrex Corporation (Board Chair); Quotient Services (Board Chair)

    3. Votes Against Last AGM: 5% no

  7. CeCelia G. Morken 68/2022/f an 6%

    1. Former CEO, Headspace; former EVP, Intuit

    2. Other Current Public Company Directorships: Genpact Ltd (audit committee; compensation committee)

      1. Prior Public Company Directorships: Alteryx, Inc.

    3. Votes Against Last AGM: 3% no

  8. Maria R. Morris 63/2018/f Rc 3%

    1. Former EVP and Head, Global Employee Benefits business, MetLife

    2. Other Current Public Company Directorships: S&P Global Inc. (nominating and corporate governance committee chair; executive committee; finance committee); The Allstate Corporation (compensation and human capital committee; nominating, governance, and social responsibility committee)

    3. Votes Against Last AGM: 4% no

  9. Felicia F. Norwood 66/2022/f r 0%

    1. Chief Health Benefits Officer, Elevance Health, Inc.

    2. Prior Public Company Directorships: Hill-Rom Holdings

    3. Votes Against Last AGM: 2% no

  10. Ronald L. Sargent 70/2014/m Can 15%

    1. Chair/former Interim CEO, The Kroger Co.; Former CEO/Chair, Staples, Inc.

    2. Other Current Public Company Directorships: Five Below, Inc. (compensation committee chair; nominating & governance committee); The Kroger Co. (Board Chair)

      1. Prior Public Company Directorships: Staples, Inc. (Board Chair); Home Depot, Inc.; Mattel, Inc.

    3. Votes Against Last AGM: 10% no

  11. Charles W. Scharf 61/2019/m 19%

    1. Chair (2015-)/CEO (2019-), Wells Fargo; former CEO/Chair The Bank of New York Mellon Corporation; former CEO Visa

    2. Other Current Public Company Directorships: Microsoft Corporation (compensation committee; governance & nominating committee)

      1. Prior Public Company Directorships: The Bank of New York Mellon Corporation (Board Chair); Visa, Inc.

    3. Votes Against Last AGM: 2% no

  12. Suzanne M. Vautrinot 66/2015/f r 7%

    1. President, Kilovolt Consulting, Inc.; former Major General and Commander, U.S. Air Force, Air Forces Cyber and Air Force Network Operations 

    2. Other Current Public Company Directorships: CSX Corporation (audit committee; governance committee); Ecolab Inc. (safety, health & environment committee chair; audit committee); Parsons Corporation (corporate governance & responsibility committee chair; audit and risk committee)

      1. Prior Public Company Directorships: NortonLifeLock Inc.

    3. Votes Against Last AGM: 3% no

SAY ON PAY

  1. 8% NO 2025

    1. CEO Pay Ratio 1,152:1; $94,522,642:$82,044

  2. TSR

    1. 1-Year TSR

      1. Absolute TSR: 26%

      2. Relative TSR: 25th percentile

      3. Rank: 7 out of 9

    2. 3-Year TSR

      1. Absolute TSR: 128%

      2. Relative TSR: 46th percentile

      3. Rank: 7 out of 12

    3. 5-Year TSR

      1. Absolute TSR: 224%

      2. Relative TSR: 64th percentile

      3. Rank: 5 out of 12

  3. Board approved total compensation:

    1. $31.2 million for performance year 2024

    2. $40.0 million for performance year 2025

  4. special $60M equity award to CEO 

  5. $9M retention cash award to Kleber Santos

  6. Relative Return on Tangible Common Equity (ROTCE) Payout:    

    1. 25th percentile: 50%

    2. 50th percentile: 100%  

      

SHPs

  1. Independent Chair, National Legal and Policy Center

  2. Govern by Majority Vote, John Chevedden

  3. Energy Supply Ratio, The Comptroller of the City of New York

    1. Energy Supply Ratio 18% YES in 2025

  4. High-Carbon Financing Litigation Risks, As You Sow

  5. Board Committee on Indigenous Peoples’ Rights, American Baptist Home Mission Societies

  6. Respecting Vendor Civil Liberties, Ridgeline Research/American Conservative Values ETF

  1. 2025 SHPs

    1. Energy Supply Ratio 18% YES

    2. Prevention of Workplace Harassment 15% YES

    3. Respecting Indigenous Peoples’ Rights 12% YES

    4. Congruency of Political Spending 11% YES



Matt

A Wells Fargo Blame game: shareholder proposal edition

  • National Legal and Policy Center

    • 36 filing mentions in 2026

    • Shareholders request the Board of Directors (“Board”) of Wells Fargo & Company (“Wells Fargo” or “Company”) adopt as policy, and amend the governing documents as necessary, to require hereafter that that two separate people hold the office of Chairman of the Board (“Chair”) and the office of the Chief Executive Officer (“CEO”)

      • On July 29, 2025, the independent members of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”), consistent with the recommendation of the Human Resources Committee of the Board (the “HRC”), awarded Chief Executive Officer and President Charles W. Scharf a one-time equity award (the “Award”), consisting of Restricted Share Rights (“RSRs”) with a grant date value of approximately $30 million and 1.046 million Stock Options (“Options”).

      • On July 29, 2025, the Board approved and adopted the Company’s By-Laws (as amended and restated, the “By-Laws”), effective immediately. Among other things, the amendments remove the requirement that the Chairman of the Board be an independent director. The Board also amended the Company’s Corporate Governance Guidelines (the “Guidelines”) to, among other things, require a Lead Independent Director if the Chairman of the Board is not independent. Consistent with this change, the independent directors of the Board intend to appoint Mr. Scharf as Chairman of the Board, and to appoint a Lead Independent Director of the Board.

    • WHO DO YOU BLAME?

      • If you’re voting for this SHP, you HAVE TO CONSIDER voting against the people who adjusted the bylaws in 2025 to recombine the CEO/chair role, right?  The people made the decision:

        • Chair Steven Black

          • Relinquished his role - was chair

          • And no wonder - Black worked at JPM with Scharf, they were both CEOs of divisions - and Black was added to the board BY Scharf

          • Black by far the highest paid director both this year and last - over 600k in summary reported pay, high even for a chair, with realized pay much greater

          • Black on the human resources committee of the board

        • The ENTIRE board

          • The ENTIRE BOARD was present for the switch - there are no new members

          • The board response includes this line: “Unless the Board Chair is independent, our Corporate Governance Guidelines require the annual selection, by the Board’s independent directors, of a Lead Independent Director, whose key responsibilities are described in our Corporate Governance Guidelines”

            • They are using as a justification for rejecting the separation of CEO and Chair the governance language they themselves added last year - like saying “we’re just following the rules” right after you set the rules

        • Charlie Scharf

          • Went from 19% influence to 24% influence with the chair change, and oddly it came at the expense of Ronald Sargent (from 15 to 14) and Wayne Hewett (from 11 to 10) while HELPING Steven Black (from 10 to 11)

          • This was pure power consolidation for the CEO - side-moting Black, his friend, and taking another role himself effectively consolidated power between himself and Black

        • Chairman and co-founder of NLPC Peter Flaherty

          • Who unironically is now running headlines about NLPC’s attempts to separate CEO and board chairs while being a CEO and board chair of his non profit

  • John Chevedden

    • 239 filing mentions in 2026

    • Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws

      • Simple majority actually won already, but Wells Fargo didn’t actually have enough votes present at the meeting to meet the actual threshold required - Chevedden is demanding they adjourn the meeting and get enough votes present, to which Wells Fargo says it’s too expensive and hard

    • WHO DO YOU BLAME?

      • Investors

        • First, they don’t actually show up - the fact that over one fifth of investors don’t vote at all is laughable

        • Second, in 2024, the one remaining element that required a supermajority to overturn, the Local Directors clause in the by laws, got 78.7% instead of 80%

      • John Chevedden

        • I get the principled stand of majority voting for ALL amendment changes, but I’m unclear where and when the last remaining bylaw that requires supermajority ever is triggered

        • The “Local Directors” clause states:

          • If the company buys >50% of voting stock of a financial institution AND if the company explicitly agrees to abide by the Local Directors bylaw, Wells Fargo then HAS to cast its votes such that 75% or more of the subsidiary board of directors are residents of the city where the subsidiary is headquartered

        • The bylaw generally exists to support local banks from massive institutional takeover, even though it has a supermajority requirement for overturning

        • I’m not exactly sure why anyone cares about this?  Is this just a copy/paste?  The investor downside is no control over a local bank (which, OK, fine) but the control is in favor of a community over profit (which, yes, good?) and a smaller, parochial talent pool (which, so??)

      • It’s a Wonderful Life

        • If you sided with Potter - profit over community - this is the George Bailey clause

  • The Comptroller of the City of New York

    • 11 filing mentions in 2026

    • Shareholders request Wells Fargo & Company (“Company”) disclose annually its Energy Supply Ratio (“ESR”), defined as its total financing through equity and debt underwriting, and project finance, in low-carbon energy supply relative to that in fossil-fuel energy supply. The disclosure, prepared at reasonable expense and excluding confidential information, shall describe Company’s methodology, including what it classifies as “low carbon” or “fossil fuel.” Company should include lending in its ESR if methodologically sound

      • At least second time in as many years for this proposal - basically it’s a request for how much fossil fuel funding relative to renewable funding the bank does

      • 17% support in 2024, which is not nothing - and honestly, doesn’t the bank have this information handy?

    • WHO DO YOU BLAME?

      • The 2021 Wells Fargo board

        • From the 2021 proxy: On March 8, 2021, Wells Fargo announced a major step in our efforts to support the transition to a low-carbon economy by setting a goal of net-zero greenhouse gas emissions – including our financed emissions – by 2050. To help meet this ambitious goal, Wells Fargo will, among other things, measure and disclose financed emissions for select carbon-intensive portfolios; set interim emission reduction targets; deploy more capital to finance climate innovation; and continue to work with our clients on their own emissions reductions efforts. Wells Fargo also will launch an Institute for Sustainable Finance to manage the deployment of $500 billion of financing to sustainable businesses and projects by 2030.

        • By the end of 2025, they were 53% of the way to the $500bn goal by double counting - 63% of their current financing toward the goal were jointly underwritten loans, so they raised much much less.

        • Wells Fargo was the first major US bank to abandon the net zero goal entirely and quit everything

        • If the board from 2021 hadn’t set such an ambitious greenwashy goal, this board wouldn’t have to deal with these proposals.  Oh, wait…

      •  Suzanne Vaturinot and Wayne Hewett

        • If you’re going to vote FOR this, don’t you also vote AGAINST the directors who helped make Wells Fargo less transparent, set overripe press-release-y goals, and scrap everything as soon as the tide shifted?

          • Black, Chancy, Craver, Hewett, Morris, Sargent Scharf, Vautrinot - 67% of the board today SET THESE TARGETS

          • Including TWO members today (Vautrinot and Hewett) who were on the three person now dead Corporate Responsibility committee

      • Fernando Rivas, head of Investment Banking

        • He doesn’t have one analyst who can spend 14 minutes preparing this?  He was awarded $16m in stock in 2024 - as much as Scharf was awarded in 2023 - and he can’t afford an Upworker to get this info?

        • They actually claimed in the response that BloombergNEF already OFFERS this ratio - does Fernando not have a Bloomberg account?

  • As You Sow

    • 34 filing mentions in 2026

    • Shareholders request that Wells Fargo issue a report, at reasonable expense and excluding confidential information, that evaluates and describes the range of climate-related litigation risks associated with its financing of high-carbon activities

      • See above for the dissolution of climate targets entirely, but As You Sow is smart enough to put in cases relevant to the ask… sort of?  They cite ongoing cases and BNP Paribas and ING Bank, where plaintiffs Oxfam and Dutch activists are suing the banks - two EU banks with two EU activist orgs doesn’t exactly sound like a real likely outcome for Wells Fargo?

    • WHO DO YOU BLAME?

      • See above - all the same people, with one addition

  • American Baptist Home Mission Societies

    • 1 filing mention in 2026

    • American Baptist is basically the nuns - religious groups for environmental and social justice

    • Shareholders request the Board of Directors of Wells Fargo & Company charter a new committee of independent directors on Indigenous Peoples’ Rights to oversee the Company’s management of actual and potential adverse impacts on Indigenous Peoples arising from its financing activities. This oversight should include general corporate and project-specific financing. The committee charter should authorize the committee to meet with affected Indigenous rights-holders, communities, employees, customers, and other relevant stakeholders, and to retain independent experts as needed

      • In January 2025, WFC disbanded the Corporate Responsibility Committee and “folded” it into the Governance & Nominating Committee

      • It had been a woman-only committee - Celeste Clark chaired (no longer on the board), CeCe Morken, Felicia Norwood (the one black person on the board), and Suzanne Vautrinot

      • The ask for an additional committee substantially duplicating what would have squarely fit in the existing committee that is now dissolved is headscratching, as WFC has shown it doesn’t care about stakeholders - but if you want to vote for this, you should be voting out the directors who made it necessary to create a new committee

    • WHO DO YOU BLAME?

      • Steven Black, then board chair

        • When Black was board chair, this would have been under his purview to dissolve the committee

      • Charlie Sharf

        • Nothing actually happens without CEO clearance

      • CeCe Morken, Felicia Norwood, and Suzanne Vautrinot

        • The members of the committee - that allowed themselves to be dissolved.  

        • Vautrinot also set Wells Fargo up for dissolving the committee in the first place - she was on the Corporate Responsibility committee when it set the lofty greenwashy goals in 2021, and sat on it all the way through dissolution

        • Committee was formed in January 2011

  • Ridgeline Research LLC / American Conservative Values ETF

    • 49 and 61 filing mentions in 2026

    • Shareholders request the Board of Directors of Wells Fargo & Company conduct an evaluation and issue a report within the next year, at reasonable cost and excluding confidential information, assessing how the Company’s DEI requirements for vendors, suppliers, and contractors impacts Wells Fargo & Company legal, reputational, operational, and other relevant risks related to discrimination against individuals based on their race, color, religion (including religious views), sex, national origin, or political views

      • DEI!  

      • Ridgeline/American Conservative Values is run by William Flaig and is the only investment “research” firm I’ve seen with a “Political Research Consultant” listed among the leadership (three white dudes - Tom Carter, Don Irvine)

      • Three white dudes are asking WFC to issue a report on how having DEI requirements causes reputational risk of discrimination against white dudes and conservatives - standard conservative fare at this point, but… 

    • WHO DO YOU BLAME?

      • Felicia Norwood

        • She manages benefits at Elevance Health, is one of three board members without either financial services OR accounting/reporting experience per the filing’s self reported skills matrix - and the other two are the Hispanic man and another woman

        • She’s a black woman - definitionally, if you are FOR this proposal you are likely against black women in these roles given they are clearly not qualified

        • She was added in 2022, in the height of DEI fever

      • Richard Davis

        • Chair of the Governance Committee that ostensibly oversees this as an issue (governance, supplier relations) from the board since the Corporate Responsibility committee was dissolved

        • CEO of Make-A-Wish, which sounds woke

      • Ted Craver

        • On pure numbers, since we’re worried about the meritocracy and discrimination, Craver should fail:

          • 337 overall batting average, including 094 career controversies average

          • 8 human rights flags (which include issues related to discrimination), and in his tenure at the company he’s been flagged twice for being in the bottom quartile of TSR

          • He’s 74 years old with an 8 year tenure and 9% influence, is connected to 15% of the board and was tagged as being a “deferential director” - less likely to represent shareholders than management

          • Got an MBA but was CEO of a public utility, nothing in finance

      • Charlie Scharf

That’s the Proxy Countdown for the week of April 20, 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

Johnson & Johnson’s big swing. Plus, DOW’s new CEO, Snap layoffs, Meta man board