The Big Vote at Norfolk Southern, plus Exxon’s shareholder fight and Keurig’s CEO ping pong

PROXY COUNTDOWN SCRIPT

<THEME MUSIC>


This is Proxy Countdown. Welcome to the big show for the week of April 22, 2024  alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:


  1. Keurig Dr. Pepper’s fizzy and unhealthy CEO succession

  2. ExxonMobil’s anti-shareholder rant

  3. Simple Majority Voting proposals out-performing Caitlin Clark

  4. Liberty Energy’s board says NO to Shareholders who also said NO

  5. And on the Big Vote, the proxy cage match at Norfolk Southern




<TRADE WIRE BUMPER>

Trade Wire - BUY/SELL

Top Stories:

  1. At electronics manufacturing company Jabil, CEO and Director Kenneth Wilson has been placed on paid leave pending completion of an internal investigation related to corporate policies. Wilson has been CEO for less than a year and has two sons who are employed by Jabil: Jordan Wilson is a Business Unit Manager and Adam Wilson is a Business Unit Coordinator.

    1. CFO Michael Dastoor is now interim CEO while former CEO Mark Mondello continues as Executive Chair.

  2. Keurig Dr Pepper’s do-over succession plan will be complete tomorrow, April 26, as Robert Gamgort will step down from his position as CEO but remain with the company as Executive Chair. The new CEO will be Timothy Cofer, who joined the Company in November 2023 as Chief Operating Officer. Cofer’s golden hello bonus consists of $7M in equity and $8M in cash.

    1. The latest change follows a botched CEO succession in 2022 when Gamgort first tried to step down. That plan was thwarted, however, when newly named CEO Ozan Dokmecioglu suddenly stepped down forcing Gamgort to be reappointed as CEO. No members of Keurig Dr. Pepper’s board were held accountable for this, which may be one of the severe limitations of a combined CEO and Chair or a board where the chair is an executive and former CEO.

  3. Avalonbay Communities director Susan Swanezy joins the board at Digital Realty Trust.

  4. And B&G Foods director Debra Martin Chase replaces JoAnne A. Epps on the Gaming and Leisure Properties board. Epps passed away in September.





<PROXY CAGE MATCH BUMPER>



PROXY CAGE MATCH

  1. While it’s not exactly a proxy cage match–our Big Vote at Norfolk Southern is our Proxy Cage match for the week–I wanted to mention the ongoing battle at ExxonMobil where management and directors continue to berate its shareholders.

    1. As part of the company’s 2024 proxy statement, the board dedicates a full three-page preface to its 2024 shareholder proposals explaining why it hates shareholder proposals despite claiming to “support and encourage investor engagement and advocacy”

    2. This highly unusual move follows the controversial tactic taken by Exxon earlier this year to sue Arjuna Capital and Follow This rather than leveraging the SEC’s No-Action process. ExxonMobil blames that decision on the “ongoing abuse that businesses across all industries experience from the misuse of proxy proposals.”

    3. Other highlights include the following complaints:

      1. that “[o]ver the past two years, proposals have been submitted to ExxonMobil seeking more than 19 new reports – including 13 such proposals that are or were on topics the Company already covers in its reporting”

      2. 140 proposals submitted since 2014, 50% of which are by serial proponents

      3. And  Up to $21,000,000 in direct costs* to the company.

        1. This figure is not based on its own accounting but was conjured instead “Based on SEC estimates of up to $150,000 per proposal”

    4. Exxon also Calls out the Interfaith Center on Corporate Responsibility (ICCR), Proxy Impact, and As You Sow (among others), saying that:

      1. “Many of the proponents and representatives work with each other or other activist organizations, and hijack the shareholder proposal process to advance their own agenda, which often conflicts with growing investors’ value”

        1. In ICCR’s response, it called out Exxon Mobil’s “growing hostility and open contempt for the legitimate concerns of investors regarding the company’s management of climate-related financial risk.”

    5. Exxon will face 4 shareholder proposals this year, including one from the anti-ESG National Legal and Policy Center, who wants the board to “Revisit Executive Pay Incentives for GHG Emission Reductions.”



 


<VOTE RESULTS BUMPER>


VOTE RESULTS TABLE 


Moving over to our vote results table, AGM season is in full swing:

  1. Let’s start with a ridiculous director vote at a smaller cap company: Shareholders said NO to director Ken Babcock: a majority (51%) voting against his reelection. The board, however, “determined that Mr. Babcock’s continued service on the Board is in the best interests of the Company and its stockholders.”

    1. On top of that, the board attempted a feeble excuse for Babcock’s rejection, citing “a recommendation from a proxy advisory firm to withhold votes based on its disagreement with the Company’s classified Board structure and a two-thirds stockholder vote to  remove Supermajority Provisions.”

    2. Um, what? Then why exactly did shareholders reelect both CEO Chris Wright and director Audrey Robertson?  CEO Chris Wright who is ALSO the board’s chair seems like a better target. So does Audrey Robertson, who serves as CFO at a company that engaged in a $200M related party transaction with Liberty in 2023.

  2. Large (leagues 3&4)

    1. 20 large cap companies held AGM votes over the past week, while most represented disengaged and/or “happy” shareholders: the following votes were noteworthy:

      1. First, John Cheveden’s simple majority vote proposals have been on quite a roll, passing at Humana with 51% support, at The Sherwin-Williams Company with 71% of the vote, and with a huge victory at Revvity with 96% support despite the board’s recommendation against the proposal.

      2. And second, Say on Pay votes struggled at both Carrier Global and Broadcom, as 40% of shareholders voted a resounding NO against CEO pay at both companies.

        1. Broadcom’s CEO Hock Tan received a ridiculous $162M in 2023 after an already ridiculous $61M in both 2022 and 2021.

        2. And at Carrier Global, the board snuck in an off-plan Supplemental Equity Award for CEO David Gitlin and CFO Patrick Goris. While the full value has not yet been calculated for the CEO, it consists of over two million shares and options with a grant date value of well over $100M.






<THE BIG VOTE BUMPER>

THE BIG VOTE

Norfolk Southern

AGM Date: May 9, 2024

Documents

2024 Proxy

Ancora Contested Proxy

2023 Proxy

2023 Voting results

2022 Voting results

General Observations

  1. Ownership

    1. BlackRock 6%

    2. The Vanguard Group 8%

    3. JP Morgan Chase 6%

  2. Performance outliers:

    1. Overall: .409

      1. n/a

    2. EBITDA .776

      1. John C. Huffard .148

    3. TSR .408

      1. Alan H. Shaw .165

    4. Carbon .199

      1. John C. Huffard .759

    5. Controversies .176

      1.  Philip S Davidson .927

      2. John C. Huffard .884


  1. Board stuff

    1. Committees

      1. A: Audit Committee, E: Executive Committee, N: Nominating Committee, C: Compensation Committee, S: Safety Committee

      2. The skill called ‘Environmental & Safety’ in 2023 which comprised “A thorough understanding of safety and environmental issues and transportation industry regulations.”

        1. Bell, Leer, Lockhart, Mongeau, Scanlon, Shaw

      3. Has been replaced by a ”Safety” skill in 2024 that reflects a “Deep understanding of safety process, including in the transportation of industrial space, or Board or executive responsibility for oversight of safety metric compliance.”

        1. Anderson (new), Davdson (new), Heitkamp (new), Jones, Mongeau, Scanlon, Shaw

      4. Most incredibly, new Safety Committee chair Chris Jones DID NOT have a checkmark next to his name for the “Environmental & Safety” skill in 2023 but now suddenly has a check next to his name for “Safety” in 2024

      5. While his bio includes no mention of the word “safety” in 2023 and referred to him as “Mr. Jones,” his bio in 2024 suddenly refers to him as “Dr. Jones” seven times (with no reference to his educational background) and mentions the word “safety” FIFTEEN TIMES. Including 8 times in the first 3 sentences, which is 2.66 “safety”s per sentence.

        1. Safety Committee:  Davidson (new), Jones (chair), Lockhart, Mongeau, Scanlon

          1. Presumably Heitkamp (new) and Anderson (new)

    2. Diversity Gaps

      1. Female Power Gap %/%

        1. Industry average female influence = %

      2. Diversity Power Gap %/%

        1. Industry average diversity influence = %

      3. Any diversity %/%

    3. Insider influence: %

      1. Industry average %

    4. Board turnover

      1. 4 directors with 37% directors leaving

        1. Thomas D. Bell, Jr., and Steven F. Leer will not be standing for re-election at the 2024 Annual Meeting

        2. Mitchell E. Daniels, Jr. and Michael Lockhart are retiring

        3. Increasing the power trio’s influence:

          1. Chair Amy (2014) Miles’ from 9% to 17%

          2. Nominating Committee Chair Jennifer Scanlon from 7% to 13%

          3. CEO Alan Shaw’s from 13% to 20%

        4. Overall: from 29 to 50%

      2. 2 new directors

        1. Richard H. Anderson

        2. Mary Kathryn “Heidi” Heitkamp




Matt notes:

  • Ancora’s move is to replace the board majority to replace executives - it only works if you elect them all, otherwise the board as it exists is likely to back existing management - so this is a binary choice as far as the activist/company go

    • Note: Disney could be decided by fans, there are no “fans” of NSC - this will be the big AMs/pensions deciding

    • Vanguard, Blackrock, JPM, State Street = 25%

  • Old News for reference:


Stock:

  • YTD: 3.5% v. 5%

  • 1Y: 15.6% v. 21.2% (transport: 16.5%)

  • 5Y: 23.2% v. 72.5% (transport: 34.7%)

  • Analysts: Hold


Accidents:

  • Lowest accident rate since 1999 in 2023… the year they had their biggest accident ever and had to pay attention to accidents

    • NSC had a 111% increase in accidents from 2012 to 2022

    • NSC had a 23% increase in employee injuries from 2012 to 2022




Proposal 1: Election of 13 Directors

Annual Elections for ALL directors? YES

Director Slate

  1. Richard H. Anderson m 68 (2024) less than 1%

    1. Former CEO, Amtrak; Former CEO and Chair, Delta Air Lines; former CEO Northwest Airlines

    2. Other Public Company Boards: n/a

      1.   Medtronic plc (2013 – 2023);  Redwire Corporation (2020 – 2021); Intercontinental Hotels Group plc (2021); Delta Air Lines, Inc. (2007 – 2016);  Xcel Energy Inc. (2004 – 2006); Northwest Airlines Corporation (2001 – 2005); Mair Holdings Inc. (1999 – 2003)

    3. Votes Against Last AGM: n/a

  2. Philip S. Davidson m 64 2023 1% (1%) s

    1. Retired Admiral, U.S. Navy

    2. Other Public Company Boards:  Par Pacific Holdings, Inc. (since 2021); AeroVironment, Inc. (since 2023)

    3. Votes Against Last AGM: n/a

  3. Francesca A. DeBiase f 58 2023 7% (5%) an

    1. Former EVP and Global Chief Supply Chain Officer, McDonald’s

    2. Other Public Company Boards: Sysco Corporation (since 2023)

    3. Votes Against Last AGM: n/a

  4. Marcela E. Donadio f 69 2016 4% (3%) Ae

    1. Former Audit Partner and Americas Oil & Gas Sector Leader, Ernst & Young LLP

    2. Other Public Company Boards: Marathon Oil Corporation (since 2014); Lead Independent Director (since 2021); NOV Inc. (since 2014); Freeport-McMoRan, Inc. (since 2021)

    3. Votes Against Last AGM: 3%

  5. Mary Kathryn “Heidi” Heitkamp f 68 (2024) less than 1%

    1. Former U.S. Senator

    2. Other Public Company Boards: n/a

    3. Votes Against Last AGM: n/a

  6. John C. Huffard, Jr. m 56 2020 5% (4%) c

    1. Co-Founder and former COO, Tenable Holdings, Inc.

    2. Other Public Company Boards:  Tenable Holdings, Inc. (since 2018)

    3. Votes Against Last AGM: 3%

  7. Christopher T. Jones m 59 2020 8% (5%) aeS

    1. Former Corporate VP and President, Technology Services sector, Northrop Grumman Corporation

    2. Other Public Company Boards: n/a

    3. Votes Against Last AGM: 8%

  8. Thomas C. Kelleher m 66 2019 4% (3%) ae

    1. Chairman, UBS Group AG; former President Morgan Stanley; former CEO Morgan Stanley Bank

    2. Other Public Company Boards: Chairman, UBS Group AG (since 2022)

    3. Votes Against Last AGM: 2%

  9. Amy E. Miles (Chair) f 57 2014 17% (9%) E

    1. Norfolk Southern Chair

      1. Former Chair and CEO, Regal Entertainment Group, Inc.

    2. Other Public Company Boards: The Gap, Inc. (since 2020); Amgen, Inc. (since 2020)

      1. Regal Entertainment Group (2009 – 2018, when it was acquired), Chair of Board (2015 – 2018)

    3. Votes Against Last AGM: 5%

  10. Claude Mongeau m 62 2019 8% (8%) cs

    1. Former CEO, Canadian National Railway Company

    2. Other Public Company Boards:  Cenovus Energy Inc. (since 2016); Lead Independent Director (since 2023); Toronto-Dominion Bank (since 2015)

      1. TELUS Corporation (2017 – 2019)

    3. Votes Against Last AGM: 6%

  11. Jennifer F. Scanlon f 57 2018 13% (7%) Nse

    1. CEO and Director, UL Solutions; former CEO USG Corporation

    2. Other Public Company Boards: n/a

      1. USG Corporation (2016 – until sale in 2019)

    3. Votes Against Last AGM: 9%

  12. Alan H. Shaw m 56 2022 20% (13%) e

    1. CEO, Norfolk Southern Corporation; at Norfolk since 1994

    2. Other Public Company Boards: n/a

    3. Votes Against Last AGM: 2%

  13. John R. Thompson m 72 2013 13% (6%) enC

    1. Former SVP and General Manager, BestBuy.com LLC

    2. Other Public Company Boards: n/a

      1. Belk, Inc. (2006 – 2015) (privately held since 2015); Wendy’s International, Inc. (2004 – 2008)

    3. Votes Against Last AGM: 8%

  14. Thomas D. Bell, Jr. m 72 2010 8%

    1. “will not be standing for re-election”

    2. Votes Against Last AGM: 5%

  15. Steven F. Leer m 69 1999 14%

    1. “will not be standing for re-election”

    2. Votes Against Last AGM: 7%

  16. Mitchell E. Daniels, Jr m 73 2016 6%

    1. “Retiring”

    2. Votes Against Last AGM: 12%

  17. Michael Lockhart m 73 2008 9%

    1. “Retiring”

    2. Votes Against Last AGM: 13%






Matt:


Start with the recommendation:

  • Investors that want to make a statement that the status quo and old culture vibe of NSC needs to stop with a focus on fewer accidents, more efficiency, and a data driven approach to railroading should vote:

    • NO to Alan Shaw

      • There’s no better way to empower the board than to remove the CEO from it

    • NO to Amy Miles

      • Miles is a vestige of the old guard management - empower CEO, step out of the way

    • NO to Marcela Donadio

      • Poor safety performance everywhere, connected director

    • YES to Ancora slate director Bill Clyburn Jr

      • Regulatory focus on safety

    • YES to Ancora slate director Sameh Fahmy

      • Railroad advisory experience

    • YES to Ancora slate director Allison Landry

      • Closest thing to some tech exposure you can get


Norfolk Southern: The Boeing of Land Travel


Like Boeing - this is old culture vs. future needs

  • Needs:

    • LESS ACCIDENTS

    • Stronger community buy in

    • More efficiency

    • DATA

      • Rail is a data game - processing huge amounts of logistic data for timing, scheduling, safety

      • Supposed to be what PSR is, but there’s not a single tech person on any railroad anywhere who thinks in data - more on this later with who’s running this company


The lingering old culture…

  • Board

    • The “Wick Moorman” crew (2006-2015)

      • Lockhart (second longest tenured) retiring after magic safety committee-ism

        • 2015 activist driven skills update to “safety”

      • Bell stepping down, 2nd degree interlock with Lockhart and Moorman

      • Amy Miles two overlaps with Moorman - part of the Ron Sugar triangle, old school Americana Board Aristocracy

      • Donadio connected with multiple Moorman loops

    • The very old guard: Leer (longest tenured) stepping down

      • Mongeau on Cenovus board with him

  • Management

    • Like I said - no data people

      • Executives split nearly evenly between sales/marketing, money, legal/compliance, and ops - which is to say SUPER HEAVY on legal and money

      • 12 of 22 listed executives backgrounds in law/lobbying or tax/accounting - more than half the board

        • Money jobs include: head of tax, controller, treasurer, and CFO - and maybe internal audit

        • Law jobs include: chief legal officer, chief compliance, “law”, government relations, labor relations, corporate secretary, and maybe internal audit

      • The only two executives with history in railroads that aren’t NSC lifers were hired in the last year!

    • New COO is just an old COO with an alleged history with harassment, bully tactics, lawsuits

      • Old guard style COO now managing a group of ops executives who’s AVERAGE age is 40 years old

    • All the power is with NSC lifers or 20+ year tenured executives

      • 8 of 22 are NSC Lifers

      • 10 of 22 have 20+ years at company

    • Even backgrounds are monoculture

      • 50% executives from Virginia colleges, vestige of old headquarters

      • Parochial style of hiring - not top talent, but CLOSE talent

      • 78% white, 78% male, 63% white male


With a history of fudging to maintain the status quo…

  • Michael Lockhart being replaced on the safety committee by Christopher Jones who joined the board in 2020

    • Lockhart was not listed as having safety experience according to the company’s own filings prior to activist (Ackman backed) takeover, at which point he has “safety” experience and goes on to head the first safety committee in 2020

    • Similarly, Jones…

      • In 2021, Jones was NOT LISTED BY NSC as having “safety expertise”

      • In 2022, Jones was NOT LISTED as having “safety expertise”

      • In 2023, Jones was NOT LISTED as having “safety expertise”

      • In 2024, Jones named Chair of the Safety Committee

      • In 2024, Jones is listed as having “safety expertise”, is given his Dr title, and safety is mentioned 15 times in his bio



Those safety issues have piled up for years and resulting in a board that generates strong earnings performance at the expense of controversial issue performance… 

  • Ex leaving board member - overall performance will drop from 425 to 380

    • Everything drops except controversies, which goes from horrible to a tiny bit less horrible

  • In the last 5 years, NSC board members have added 5.9bn in cap value - while rail sector directors on average added 19bn

  • Board OKs dividends/buybacks at 7x the spend rate of safety

    • Estimated 1.2bn spend from 2022

    • Meanwhile, 2.8bn buyback 2018, 2.1bn buyback 2019, 1.4bn buyback 2020, 3.4bn buyback 2021 = 9.7bn in buybacks since 2018

      • In context: 25% of revenue in 2018, 19% in 2019, 14% in 2020, 30% in 2021

    • Quarterly dividends increasing since 2017 per share - target 35-40% of earnings paid out

  • More connected, more groupthink than peers

  • Directors with history on other boards of poor injury/safety performance

    • Marcela Donadio - only on energy/extractive boards

      • Freeport Mcmoran: has the highest total recordable injury rate since 2009 in back to back years under Donadio

      • Marathon Oil: third quartile performance overall on H&S, little progress - Donadio on the board since 2014 


But does the new slate actually solve anything other than replacing the CEO/COO?

  • Need to replace board majority to get executive change

    • Explicit recognition the board wouldn’t do it (compromised)

  • Replace CEO Alan Shaw (2022) with Jim Barber (ex-UPS COO)

  • Replace COO Paul Duncan (2022) with Jamie Boychuk (ex CSX EVP of Ops)

  • 7 director slate

    • Betsy Atkins - FIVE board, highly influential overall, middle performer (437 EBITDA, 412 TSR), Wynn Resorts (totalitarian!, and she’s connected), Solaredge, super boarder (18+ board history), FL based

    • Bill Clyburn Jr - ex railroad regulator, Senate counsel - government wonk, DC based

    • DROPPED OUT: Nelda Connors - FOUR boards, average influence, middle performer (423 EBITDA, 436 TSR), Baker Hughes biggest (she’s connected), Chicago based

    • Sameh Fahmy (ex CSX advisor, CN SVP)

    • John Kasich (ex governor of Ohio)

    • Gilbert Lamphere (ex CSX board, CN board)

    • Allison Landry (XPO board), low influence (4%), poor performer (408 EBITDA, 237 TSR, bottom 10% for controversies)

  • The Board lacks sufficient railroad industry expertise and is instead comprised of interconnected directors who have irrelevant experience in the energy, retail and entertainment sectors

    • CORRECT: NSC an interconnected boards, with pass throughs from Cenovus and connections to Boeing, Caterpillar, other American Royalty boards

  • They can’t even audit themselves right - insane:

    • In 2023, NSC appoints Atkins Nuclear Secured (a sub of SNC-Lavalin) to conduct the “safety audit”, with lead auditor Admiral Kirk Donald of US Navy (retired)

    • ANS reports directly to CEO Alan Shaw

    • So why ANS instead of someone who actually does rail safety? Aka, fun times with 1st and 2nd degree connections:

    • Maybe because there are only ~270 Navy Admirals at any given time

    • In 2023, NSC appointed Admiral Phil Davidson to the board (retired)

    • It appears according to DoD public docs that in 2008 both Davidson and Donald were consulting for nuclear sub research - they are in the same field… at the same time… 

    • So it’s HIGHLY POSSIBLE the lead safety auditor is connected to a NSC board member as they report in to the CEO rather than the board itself

  • However, the replacement board isn’t exactly the gold standard of non-connectedness

    • New CEO from UPS, but COO would be from CSX with TWO board members who are ex CSX

    • CEO is ex UPS, on the board of CH Robinson and US Foods, no stranger to connections

      • On board with Bob Dutkowsky who is at Pitney Bowes with UPS exec

    • Also, replacement directors replacing… other CN execs?  Claude Mongeau is ex CEO of CN

    • The strategy seems to be get two overboarded women who are professional directors (Connors, Atkins), get the entire team from CSX / CN, and sprinkle in some government… which I guess is an upgrade from a current board who is mostly been there for 20 years OR has experience in retail and food with a sprinkle of CN and government?

    • For the record on CSX…

      • NSC had a 111% increase in accidents since 2012… CSX had a… 53% increase in accidents!  

      • NSC had a 23% increase in employee injuries since 2012… CSX had a… 39% increase!


Ancora Slate: 

7 director slate

  1. Betsy Atkins

    1. CEO and Founder of Baja Corporation, a venture capital firm

    2. Member of the boards of directors of SL Green Realty (NYSE: SLG), SolarEdge Technologies (Nasdaq: SEDG), Enovix Corporation (Nasdaq: ENVX), Wynn Resorts (Nasdaq: WYNN) and Rackspace Technology (Nasdaq: RXT).

      1. Previously served on the board of directors of companies that include Covetrus, Schneider Electric, HD Supply and Volvo Car Corporation.

    3.  MM: FIVE board, highly influential overall, middle performer (437 EBITDA, 412 TSR), Wynn Resorts (totalitarian!, and she’s connected), Solaredge, super boarder (18+ board history), FL based

  2. Jim Barber, Jr.

    1. former COO United Parcel Service, Inc. (NYSE: UPS); 35 years at company

    2. Member of the boards of directors of C.H. Robinson Worldwide, Inc. (Nasdaq: CHRW), where he serves on the Audit Committee, and U.S. Foods Holding Corp. (NYSE:USFD), where he serves on the Compensation and Human Capital Committee.

  3. Bill Clyburn Jr

    1. MM: ex railroad regulator, Senate counsel - government wonk, DC based

  4. Sameh Fahmy

    1. Former EVP of precision scheduled railroading at Kansas City Southern, where he led the implementation of KCS’ precision scheduled railroading methodology

      1. Optimization Consultant at CSX Corporation (Nasdaq: CSX), where he helped improve CSX’s mechanical and engineering departments, and SVP at Canadian National Railway (NYSE: CN), where he oversaw the mechanical and engineering functions, improving their safety record, reducing expenses and train delays, increasing freight car and locomotive availability, and leading a four-year fuel efficiency drive.

    2. Previously worked at the Association of American Railroads and Amtrak.

    3. Previously served on the board of directors at Rumo Railway (BVMF: RAIL3), where he chaired the Operations Committee.

    4. MM: (ex CSX advisor, CN SVP)

  5. John Kasich

    1. Former Managing Director in Lehman Brothers’ investment banking division

    2. Previously served on the boards of directors of Worthington Industries, Invacare and Instinet.

    3. MM: (ex governor of Ohio)

  6. Gilbert Lamphere

    1. Chairman of MidRail Corporation and Co-Founder of MidSouth Rail Corporation.

    2. Previously served on the boards of directors of Canadian National Railway (NYSE: CN), where he was Chair of the Finance Committee, and CSX Corporation (Nasdaq: CSX), where he was a member of the Operations Committee.

    3. Former Chairman of Illinois Central Railway, director of Florida East Coast Railway and director of Patriot Rail.

    4. MM: (ex CSX board, CN board)

  7. Allison Landry

    1. Previously spent 16 years as the Lead Equity Research Analyst at Credit Suisse for the U.S. transportation sector, covering Class I railroads, trucking, parcel/air freight and logistics companies.

    2. Member of the board of directors of XPO (NYSE:XPO), where she is Chair of the Nominating, Corporate Governance and Sustainability Committee and a member of the Compensation Committee and Operational Excellence Committee.

    3. Member of the advisory board of Windrose Technology, which specializes in developing zero-emission heavy duty electric trucks.

    4. MM: (XPO board), low influence (4%), poor performer (408 EBITDA, 237 TSR, bottom 10% for controversies)

  8. Nelda Connors - FOUR boards, average influence, middle performer (423 EBITDA, 436 TSR), Baker Hughes biggest (she’s connected), Chicago based

Management

  1. Replace CEO Alan Shaw (2022) with Jim Barber (ex-UPS COO)

  2. Replace COO Paul Duncan (2022) with Jamie Boychuk (ex CSX EVP of Ops)

    1. John Orr became COO on 3/20/24



Proposal 2: Auditor

  1. KPMG : 5% NO 2023

Proposal 3: Say on Pay

  1. 16% NO in 2023

    1. 8% NO in 2022

  2. Changes include:

  3. Pay


Matt:


Proposal 4: SHP

  1. Transparency in Lobbying

    1. John Chevedden

    2. Call Special Meetings in 2023 45% FOR


Matt

Usually I’d just say vote because it’s Chevedden asking, but in this case I’ll double down - this company has more legal/compliance roles on the executive team than almost any company except a law firm - they’re built for legal and lobbying in an industry with a long history of lobbying and government protectionism.  More transparency is good here.

Proposal 5: SHP

  1. Ancora Bylaw Proposal




DAMION:

That’s the Proxy Countdown for the week of April 22, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.






<OUTRO THEME>


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