Vanguard’s fossil fuel settlement, plus early bonus season and more companies down to 2F

Written By Matt Moscardi

Trade Wire - BUY/SELL

Top Stories:

  1. proxy countdown_trade wire_2025 - Google Sheets

  2. 145 Filings since Feb 5

  3. The headlines:

    1. Epstein fallout

      1. GOLDMAN SACHS GROUP INC (GS)

        1. Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel

        2. Epstein; filing says nothing

      2. Hyatt Hotels Corp (H)

        1. Executive Chair Thomas J. Pritzker resigned immediately as chair, but will serve the remainder of his term as a director (May 2026)

        2. Epstein; not mentioned in press release

        3. The 2007 Stockholders’ Agreement provides that shares of Class B common stock covered by the agreement will be voted consistent with the recommendation of the Company’s Board and that, at the time Mr. Pritzker is no longer the Executive Chairman of the Board, such voting provisions will terminate.  As of the date hereof, 2,270,395 shares of Class B common stock or approximately 4.0% of the total voting power of the Company’s outstanding common stock were covered by the 2007 Stockholders’ Agreement, and the voting provisions of these shares of Class B common stock terminate as a result of the retirement of Mr. Pritzker from his position as Executive Chairman of the Board. 

    2. SYNOPSYS: Board’s decision not to renominate Luis Borgen and Dr. Ajei Gopal for re-election to the Board

    3. WESTLAKE CORP (WLK): elected Bhavesh V. “Bob” Patel: Mr. Patel will serve as a Class III director until 2028 AGM

    4. Walt Disney Co (DIS): exercised its right to terminate without cause the employment of Kristina K. Schake as Senior Executive Vice President and Chief Communications Officer

    5. MCDONALDS CORP (MCD): elected Ford CEO James D. Farley, Jr.

      1. DIsney

      2. WNBA

      3. Marriott

      4. Johnson & Johnson

      5. McLaren (luxury cars)

      6. Abbott Labs

  4. Gender Ratio:

    1. In this specific data set, approximately 75% of the new appointments are men, while 26% are women. (last show was 25%)

    2. Men: 42 in, 39 out

    3. Women: 15 in, 13 out

      1. Down to 2F

        1. Caroline Dorsa: Biogen Inc. (2/10)

        2. Laurie J. Thomsen: The Travelers Companies (2/9)

        3. Jessica L. Mega: Danaher Corporation (2/12)

        4. Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8)

        5. Mary Schmidt Campbell: Unity Software (2/8)

    4. BIOGEN INC. (BIIB)

      1. Caroline Dorsa, Chair resigning

      2. elected Dr. Maria C. Friere to serve as Chair

      3. F to F chair transition

  5. Stupid money

    1. CHARTER COMMUNICATIONS: $20.5M equity golden hello

    2. ADVANCED MICRO DEVICES: CEO Lisa Su granted special equity award valued at $75M target worth up to $150M

    3. Public Storage (PSA)

      1. Joseph D. Russell, Jr. resigning CEO/board; CFO H. Thomas Boyle promoted to CEO/director

      2. Ronald L. Havner stepping down as chair but remaining as director

      3. director Shankh S. Mitra becomes chair; John Reyes resigning

      4. $10M promotion equity bonus to new CEO; $3M golden hello to new CFO;

      5. retiring CEO gets $400k monthly consulting award until April 2027

    4. CONSTELLATION BRANDS, INC. (STZ)

      1. Nicholas I. Fink appointed, remains on board; replacing William A. Newlands

      2. director Nicholas FInk promoted to CEO; former CEO William A. Newlands resigning from board

      3. $1.2M salary, 160% target annual; $11M LT equity; $33M golden hello equity award;

      4. Newlands consulting fee for 8 months is $1.2M

      5. director appointed CEO

    5. Workday, Inc. (WDAY)

      1. appointed Aneel Bhusri, Workday’s co-founder and Executive Chair, as CEO

      2. $1.25M salary, 200% annual target, $135M LT equity

    6. COCA COLA:

      1. COO Henrique Braun will become CEO 3/31/2026

      2. current CEO/Chair James Quincey will become Executive Chair

      3. Braun: $1.45M salary, 200% target bonus; Quincey: $1.2M salary, 200% target bonus

      4. Quincey will continue to be able to utilize the Company owned aircraft for business and reasonable personal use

    7. TARGET CORP (TGT)

      1. new CEO Fiddelke/former CEO Exec Chair Cornell Pay: salary $1.3M/$1.12M; short term target 200% of base salary/200% of base salary; equity target payout $12.1M/$6M




<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

  1. Activist Investor Pushes For Tripadvisor Board Shakeup

  2. BlackLine disclosed that activist investor Engaged Capital formally nominated three directors for election

  3. Teradata agrees to board changes with activist investor

  4. An Activist Investor Wants Four New Directors At WEX

  5. Activist Dan Loeb dusts off his poison pen as he seeks a board refresh at CoStar Group

  6. PENN settles with activist investor HG Vora, appoints three new directors

  7. And finally, our MAGA-loving Cracker Barrel superfan Sardar Biglari, who is vying for a seat on the board of burger chain Jack in the Box, wants a judge to halt a proxy vote until the company corrects disclosures that he says amount to a “smear campaign.”

    1. The filings point to assertions including that Biglari “has a history of ‘value destruction,’ ‘wast[ing] resources,’ and ‘erratic behavior’ in connection with his prior investments,” and that the group “will destroy long-term value for shareholders because Mr. Biglari has engaged in self-interested behavior not designed to maximize shareholder value.”


 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

  1.  22 meetings market cap over $1 billion

  1.  total SHPs: 4

    1. TYSON FOODS, INC. (TSN)

      1. Disclosure of Voting by Share Class 14% YES

      2. Waste Lagoon Health Impact Report 3% YES

      3. Immigration Practices Financial Impact 3% YES

    2. Apple Inc. (AAPL)

      1. China Entanglement Audit 1% YES

    3. 52 total meetings: 4 SHPs

  1.  3 pay over 20% NO

    1.  J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO 25% Pay NO

    2. EDGEWELL PERSONAL CARE: Rod R. Little 15% NO 22% NO Pay

    3. Twist Bioscience Corp (TWST): classified: Keith Crandell 19% NO; Jan Johannessen 16% NO; Trynka Shineman Blake 99.8% YES 24% NO Pay

    4. EXACT SCIENCES CORP (EXAS): merger 99.6% yes; compensation 67% no special meeting

      1. CEO Employment Agreement with Kevin Conroy: 

        1. a lump sum cash payment equal to (a) two times his base salary and (b) a pro-rata target bonus

        2. a lump sum cash payment equal to $10 million

        3. to remain employed by Exact (or any successor) for at least six months

        4. if requested, all outstanding equity awards will become immediately vested and exercisable

        5.  a tax gross-up payment relating to any excise taxes on excess parachute payments

  2. Directors

    1.  over 20% at large caps

      1. J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO

  3. Other stuff at small caps

    1. Tianci International, Inc. (CIIT): 99.99% avg yes directors; 99.99% yes pay

      1. controlling shareholder 57.68%

    2. Attendance: Energy Services of America CORP: Amy E. Abraham 48% NO

Upcoming Meetings

AGM Date

SHPs

Company

Market Cap (USD)

3/2

0

Nordson Corporation

$16 Billion

3/3

0

Warner Music Group

$16 Billion

3/3

0

AECOM

$12 Billion

3/3

0

CleanSpark, Inc.

$33 Billion

3/3

0

BrightView Holdings

$13 Billion

3/3

0

Oaktree Specialty Lending

$1 Billion

3/4

0

Fair Isaac Corporation

$32 Billion

3/4

0

Helmerich & Payne

$3 Billion

3/5

0

Sonos

$2 Billion

3/5

0

MACOM Technology Solutions

$18 Billion

3/5

0

TransDigm Group

$74 Billion

3/5

0

Symbotic

$34 Billion

3/5

0

Cencora

$66 Billion

Notes: Sonos: declassification management proposal



<THE BIG VOTE BUMPER>

THE BIG VOTE PICKS

Reference timeline:

  • February 2025: Call everyone asking management for something an activist (13D vs. 13G): Anyone previously filing as a passive holder even if they have more than 5% are no longer allowed to “influence” management or they’ll be forced to file 13D paperwork as an activist.

    • Influencing includes “recommending the issuer remove its staggered board, switch to a majority voting standard…” and states they will “condition its support of one or more of the issuer’s director nominees” on the recommendation

  • August 2025: Texas allows shareholder proposals only for investors with 3% or more of the shares (Section 21.373)

  • September 2025: Force mandatory arbitration on investors (Rule 431): Companies can adopt mandatory arbitration provisions (state law allowing) forcing investors out of lawsuits for new IPOs in particular

  • October 2025: Atkins suggests there should be no shareholder proposals (Rule 14-8a)

  • November 2025: Kill precatory proposals (Rule 14a-8): SEC too busy to reply to no-action requests, offers blanket immunity to companies.

    • EXCEPT for Rule 14a-8(i)(1)—whether a proposal is a proper subject for action under state law.

  • December 2025: Trump executive order killing proxy advisory services and threatening investors with collusion investigations (anti-fraud gaslight): considers proxy advisor advice as collusive glue between investors who use the advice, but only advice against management or in favor of DEI or ESG data

  • February 5 2026: Texas law on ESG is invalidated by the courts

  • February 26, 2026: Vanguard Settles Case Claiming It Tried to Kill the Coal Industry

    • “Vanguard will include among the proxy voting choices made available to investors in U.S. Vanguard-Advised Funds the option of proxy voting shares in accordance with management recommendations.”

    • “Vanguard will not direct or attempt to direct the business strategies or operations of portfolio companies, and will not advocate to any portfolio company that it take any particular course of conduct to reduce carbon emissions.”

    • Vanguard will not nominate directors or submit shareholder proposals at portfolio companies.”

    • “Vanguard will not solicit or participate in soliciting proxies with respect to any matter presented to portfolio company shareholders.”

    • “Vanguard will not dispose or threaten to dispose of securities of portfolio companies as a condition or inducement of specific action or nonaction by such company.”

    • “Vanguard and its U.S.-domiciled subsidiaries will withdraw from PRI and will not participate in any organization that advocates for the setting of specific output or emissions targets or levels or that requires its members to make commitments specific to achieving climate-focused investment or stewardship objectives such as NZAM, Ceres, or Climate Action 100+.”

    • “Prior to or at the outset of any engagement meeting with a portfolio company, Vanguard will provide substantially the following notification to the portfolio Company: 

      • ‘Vanguard’s Investment Stewardship program is responsible for proxy voting and engagement on behalf of the quantitative and index equity portfolios advised by Vanguard. These funds are passive investors, and as such our funds’ proxy voting policies are centered around corporate governance practices associated with long-term investment returns. Before we begin this engagement, we want to be clear that the Vanguard-advised funds have no intent to influence company strategy or operations or the control of the company. Nothing we mention or discuss during this conversation – or any engagement with [the company] – is intended to imply that our support for any director is conditioned upon the company taking action on any matter discussed. We are also not able to discuss any voting intentions prior to the meeting.’”

    • “Vanguard agrees to provide Plaintiffs with the following discovery materials relating to the Action from the 2020 to 2024 period:” - this is the part where the AG of Texas, who was literally investigated for corruption and impeached, demands that Vanguard actually snitch on any group Texas asks them to about climate related organizations Texas wants to target

  • Implications:

    • Vanguard is the largest shareholder at 1,049 of 3,200 US public companies - so ⅓ of the US market, Vanguard is the largest

    • At 960 of the 1,0489, Vanguard owns >10% of shares

    • At 50 companies, Vanguard owns >15% of shares

    • At all of these companies, Vanguard now…

      • May not ask for action during engagements

      • Will be scrutinized for every vote against management and could violate it’s agreement with the AGs

      • The agreement doesn’t lay out what happens if the agreement is deemed “violated” by the AGs, but suffice it to say that it’s likely to result in damages/follow up lawsuits

    • Consider effectively 10% of US companies votes “captured” - meaning if you want to declassify a board or change a bylaw that requires a supermajority, often requiring 75% of outstanding shares to vote and then majority vote met, you can assume that threshold you’ll need 55% of every remaining vote to win.

That’s the Proxy Countdown for the week of February 23, 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
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