This Week in AGMs

This past and upcoming week in AGMs and special meetings - what happened, what to look out for

This past week: if you missed it, catch last week’s TWAGM here

• Cintas Corporation (CTAS) faced two shareholder proposals, both receiving roughly 1/4 of the vote

• Bio-Techne (TECH) receives FAILED Say-on-Pay result

• Mercury Systems (MRCY) results were not filed at the time of this post

• Meeting results deserving of mention:

  • Low director reelection support at…

    • Aehr Test Systems (AEHR)

    • Arrow Financial (AROW)

    • Smith-Midland (SMID)

  • Other low compensation-related items at…

    • Synaptics (SYNA)

    • Wolfspeed (WOLF)

This upcoming week:

• Denbury Inc. (DEN) merger with ExxonMobil (XOM)

• Coty (COTY) to face a plastics shareholder proposal

This past week:

• Cintas Corporation (CTAS) faced two shareholder proposals

  • **27.7%** support for the DEI (EEO-1) disclosure request SHP

  

  • **24.3%** support for the science-based GHG targets SHP

    

• Bio-Techne (TECH) received a FAILED Say-on-Pay vote this week

  • **35%** support, according to the AGM recording (as results had not been filed at the time of this post). Summary compensation table below

    

• Low director reelection support at:

  • Aehr Test Systems (AEHR) - Rhea J. Posedel (60.9%). AEHR filed a solicitation days before the AGM disclosing that the former founder/CEO would step down from his position on the NomGov Committee; alas, too little too late, it appears. Solicitation and disclosure from the proxy below

    

    

  • Arrow Financial (AROW) - Board Chair William L. Owens (61.6%)

  • Smith-Midland (SMID) - Wesley A. Taylor (73.9%)

• Other low compensation-related items at:

  • Synaptics (SYNA) - low Say-on-Pay vote (54.2%)

  • Wolfspeed (WOLF) - low 2023 Long-Term Incentive Compensation Plan vote (63%); sub-80% Say-on-Pay vote (77.4%)

This upcoming week:

• Denbury Inc. (DEN) shareholders will vote on the proposed merger with ExxonMobil (XOM) this week

  • Per the DEFM14A: “If the Merger is completed, Denbury stockholders will receive, in exchange for each share of Denbury common stock, par value $0.001 per share, held immediately prior to the Merger, 0.840 of a share of ExxonMobil common stock, without par value (such consideration, the ‘Merger Consideration’). Based on ExxonMobil’s closing stock price of $119.47 on September 28, 2023, the most recent practicable date for which such information was available, the Merger Consideration represented approximately $100.35 in value per share of Denbury common stock, which represents a premium of approximately 14.36% over the closing price of the Denbury common stock of $87.75 on July 12, 2023, the last trading day before the public announcement of the execution of the Merger Agreement with ExxonMobil.”

  • As of Friday’s close, ExxonMobil's share price was ~$105. (Premium recalculated: $105.55 * 0.84 = $88.66 vs unaffected July 12 DEN closing price of $87.75).

    

    https://www.google.com/finance/quote/XOM:NYSE

• Coty (COTY) plastics shareholder proposal

  • Proposal No. 4: Stockholder Proposal Regarding a Report on Plastic Packaging Reduction

  • Solicitation filed by proponent here; proposal in proxy below

    

  • Worth noting the ownership structure here, however

    

  • Also worth a mention: Say-on-Pay last AGM received ~78%, and 5 directors received ~80-85% (all sizable when discounting JAB and leadership’s share ownership)

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