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

• Shareholder proposals at…

  • Cardinal Health (CAH):

    • Executives retaining significant stock (**32.6%**)

    • Shareholder ratification of excessive termination pay (9.5%)

  • Oracle (ORCL): see note on Larry Ellison’s ownership below

    • Pay Gap Report (**31.6%**)

    • Independent Board Chair (22.7%)

• Low director election support at…

  • Oracle (ORCL): Comp Committee Chair George H. Conrades (**75.9%**); Leon E. Panetta (**76.9%**); Chair of Independence Committee Jeffrey S. Berg (**78.2%**); Naomi O. Seligman (**78.3%**); Charles W. Moorman (80.3%); William G. Parrett (81.5%)

    

    AGM results from 8-K

    • Provided Mr. Ellison’s ownership (42%), these support levels are much lower when subtracting Mr. Ellison’s voting block (which of course translates into higher actual support levels for the aforementioned shareholder proposals)

      

      Ownership from DEF 14A

  • Fox (FOX): Paul Ryan (73%) (Murdoch Trust voting block comprises ~43% of the vote, however)

    

    Ownership from DEF 14A and 8-K results

  • News Corp (NWS): Nom Gov Chair José María Aznar (85.8%)

  • SelectQuote (SLQT): Dr. Kavita K. Patel (80.9%)

  • Radiant Logistics (RLGT): Richard P. Palmieri (**68.9%**); Michael Gould (77.9%); Kristin E. Toth (77.9%)

  • SLR Investment (SLRC): Steven Hochberg (**57.2%**)

  • Coherent Corp (COHR): Audit Committee Chair Joseph J. Corasanti (81.6%)

  • Axos Financial (AX): Chair of Credit Committee Edward J. Ratinoff (**59%**); Vice-Chairman Nicholas A. Mosich (**66%**); Chair of the Compliance and Independent Credit Review Committee Tamara N. Bohlig (**67%**)

  • L.S. Starrett (SCX): LID and Chair of Nom Gov Thomas J. Riordan FAILED to receive majority support with 36% (however, directors are elected by plurality voting at SCX); Compensation Committee Chair Christopher C. Gahagan received **66%**

• Low compensation-related items at…

  • Oracle (ORCL): 72.9% Say-on-Pay support; Amended and Restated 2020 Equity Incentive Plan received 71% support

    • Again, as noted above, see Larry Ellison’s ownership

  • American National Bankshares (AMNB): **60.7%** for Say-on-Pay, which will trigger a responsiveness assessment next AGM for both ISS and Glass Lewis

  • Marathon Digital (MARA): proposal to increase shares under 2018 Equity Incentive Plan (67.3%)

  • Axos Financial (AX): 54% for Say-on-Pay; 64% for Amended and Restated 2014 Stock Incentive Plan

  • FAILED exec compensation proposal (**39.9%**) at American Equity Investment Life Holding (AEL) in relation to Brookfield Reinsurance’s (BNRE) acquisition (however, this vote is of course precatory)

    

    https://www.sec.gov/Archives/edgar/data/1039828/000110465923108594/tm2327115-1_defm14a.htm

• M&A:

  • As noted directly above, AEL shareholders approved the merger with BNRE ($38.85 in cash and 0.49707 of a Brookfield Asset Management Ltd. (BAM) class A limited voting share for each share of American Equity that they owned)

    • See where labor union UNITE HERE staged an opposition campaign here, warning AEL customers of the financial health of Brookfield/affiliates

    • In the end, 99% of AEL investors supported the merger

This upcoming week: likely a quiet week ahead provided the holiday.

Happy Thanksgiving, all.

—

Drop me a line, tell me what you think about the TWAGM series.

—

**Disclaimer**

The information provided in this blog/email is for general informational purposes only. While I strive to ensure the accuracy and reliability of the content, I make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the blog or the information, products, services, or related graphics contained on the blog for any purpose. Any reliance you place on such information is therefore strictly at your own risk. All posts and opinions expressed on this blog are solely my own and do not reflect the opinions or views of my employer. The content shared here is a representation of my personal thoughts and insights on various topics, and should not be considered as professional advice or the official stance of any organization. Please use your discretion and consult with relevant experts before making any decisions based on the information provided on this blog/in this email.