Andrew R. Droste @droste.bsky.social · 29/09/2026Tesla retail voting program to move forward #CorpGov  substack.com/@corpgov/not...substack.comMr. CorpGov (@corpgov)SEC Corp Fin issues no-action response confirming it will not recommend enforcement action if Tesla implements its proposed Issuer Voluntary Retail Voting Program IVRVP $TSLA #CorpGov 000
Reposted by Andrew R. DrosteAnn M. Lipton @annmlipton.bsky.social · 26/09/2026via @droste.bsky.social I just learned the Nat'l Legal and Pol'y Center has been out there w/ 14a-8 shareholder proposals to preserve the right to make shareholder proposals in the event the SEC rescinds 14a-8, and by settlement, got an agreement w/ Microsoft to preserve them thru next year:corpgov.substack.comShareholder Proposals Concerning... Shareholder ProposalsThe National Legal and Policy Center has filed their 14a-8 preservation proposal at Procter Gamble, Microsoft, and now Oracle 081
Andrew R. Droste @droste.bsky.social · 24/09/2026Governance enhancement proposals by $AMC Entertainment (declassification, special meeting, and written consent) receive overwhelming support; however, all 3 fail to pass due to the maj. of shares outstanding reqt. Also, rare failed Say-on-Pay proposal: 45.3% #CorpGov #CEOpay 000
Andrew R. Droste @droste.bsky.social · 16/09/2026SEC drops shareholder proposal rule: Whether a proposal appears on a company proxy card depends entirely on state corporate law defaults or individual company bylaws/charter rules now www.sec.gov/newsroom/pre...sec.govSEC Proposes Rescission of Shareholder Proposal Rule and Reforms to Proxy Solicitation Process 000
Andrew R. Droste @droste.bsky.social · 31/08/2026Meaningless #CorpGov / N-PX stat of the day: Carl Icahn technically voted against management Say-on-Pay proposals ~43% of the time in past year (counting abstentions) www.sec.gov/Archives/edg... 000
Andrew R. Droste @droste.bsky.social · 30/08/2026Bipartisan support for shareholder proposals? #Corpgov corpgov.substack.com/p/bipartisan...corpgov.substack.comBipartisan support for shareholder proposalsThe National Legal and Policy Center files pro-shareholder proposal resolution at Procter & Gamble 000
Andrew R. Droste @droste.bsky.social · 18/08/2026Catholic Diocese of Fort Worth has filed a shareholder proposal at FedEx requesting a report detailing how $FDX "...oversees risks related to distributing mail-order abortion drugs such as mifepristone" #CorpGov 010
Reposted by Andrew R. DrosteAnn M. Lipton @annmlipton.bsky.social · 01/07/2026Per @droste.bsky.social now with the vote details, redomestication would have failed but for the insider vote. open.substack.com/pub/corpgov/...open.substack.comDell AGM Vote BreakdownUnder a hypothetical 'unaffiliated' vote, the Lead Ind. Director, the Say-on-Pay proposal, and the Redomestication proposal would have all failed to receive majority support 173
Andrew R. Droste @droste.bsky.social · 01/07/2026Under a hypothetical 'unaffiliated' vote at $DELL, the Lead Ind. Director, the Say-on-Pay proposal, and the Redomestication proposal would have all failed to receive majority support #CorpGov #ExecPay #CEOpay corpgov.substack.com/p/dell-agm-v...corpgov.substack.comDell AGM Vote BreakdownUnder a hypothetical 'unaffiliated' vote, the Lead Ind. Director, the Say-on-Pay proposal, and the Redomestication proposal would have all failed to receive majority support 020
Andrew R. Droste @droste.bsky.social · 13/06/2026Lowest Say-on-Pay support this year (knocking Welltower from that distinction): Just **15.6%** support for the Warner Bros. Discover $WBD comp package; Comp Committee Chair Paul Gould also fails to receive majority support (but with plurality voting, he remains on the board) #CorpGov #CEOpay 100
Reposted by Andrew R. DrosteAnn M. Lipton @annmlipton.bsky.social · 12/06/2026Hey a company proposed to redomesticate from Ireland to Texas, ISS and GL recommended no, and - shareholders said no! The company is now proposing Delaware as an alternative. corpgov.substack.com/p/weatherfor...corpgov.substack.comWeatherford International Fails to Pass Proposed Move to TexasDelaware is the pivot 0133
Andrew R. Droste @droste.bsky.social · 12/06/2026Irish company fails to convince requisite number of shareholders to approve move to Texas open.substack.com/pub/corpgov/...open.substack.comWeatherford International Fails to Pass Proposed Move to TexasDelaware is the pivot 010
Reposted by Andrew R. DrosteAnn M. Lipton @annmlipton.bsky.social · 30/05/2026So this is cool. From @droste.bsky.social's substack, I learned that the Council of Institutional Investors sponsored a proposal at Meta's SH meeting to require that reported tallies on SH votes separate insider/high vote shares from the votes of public SH's. www.sec.gov/ix?doc=/Arch...sec.govXBRL Viewer 262
Andrew R. Droste @droste.bsky.social · 22/05/2026Beyond Meat's $BYND Say-on-Pay proposal fails open.substack.com/pub/corpgov/...open.substack.comBeyond Believable?Beyond Meat receives failed Say-on-Pay vote, becomes just the third Russell 3000 company to receive sub-50% support in 2026 000
Reposted by Andrew R. DrosteAnn M. Lipton @annmlipton.bsky.social · 02/04/2026So, Sturm Ruger is in a proxy contest and its proxy card is Camo Green. Weirdly, Beretta - yes, the competitor - is the challenger, which I would have thought was illegal but antitrust is not my field h/t @droste.bsky.social 041
Reposted by Andrew R. DrosteEmily Grubert @gruberte.bsky.social · 14/02/2026I really need these headlines to stop being like IT’S ILLEGAL TO REGULATE GHGS NOW instead of what’s actually going on, which is that we’re no longer required to consider them in scope of a 56 year old law that didn’t contemplate climate change as an issue 43910
Andrew R. Droste @droste.bsky.social · 11/02/2026$AMZN Submits 7 No-actions - leads the 2026 corporate pack in shareholder proposal rejections #CorpGov #Lobbying #HumanRights #Plastic #Pollution #ArtificialIntelligence #Immigrationopen.substack.comAmazon.com, Inc. Submits 7 No-actionsAMZN leading the 2026 corporate pack in shareholder proposal rejections (so far) 000
Reposted by Andrew R. DrosteJames McRitchie @corpgov-net.bsky.social · 27/01/2026Thank you @droste.bsky.social. I was about to post something on this, but didn't think about the impact on the vote-no campaigns. If things keep going as they have been, Rule 14a-9 proposals go largely by the wayside the impact on Vote-No campaigns could end up being the greater of the two. #corpgov 021
Andrew R. Droste @droste.bsky.social · 26/01/2026Vote-no campaigns by investor orgs using exemption solicitations (via PX14A6G filings) are effectively dead - as are follow-up solicitations from shareholder proposal proponents that own less than $5 million in shares #CorpGov 121
Andrew R. Droste @droste.bsky.social · 15/01/2026The first shareholder proposal to pass in 2026 is at Zscaler Inc. $ZS #CorpGov corpgov.substack.com/p/the-first-...corpgov.substack.comThe First Majority-supported Shareholder Proposal of 2026Governance-related shareholder proposals poised to dominate (again) 010
Andrew R. Droste @droste.bsky.social · 08/01/2026Apple proxy just dropped: x.com/mrcorpgov/st... #CorpGov #ExecPay #CEOpayx.com 000
Andrew R. Droste @droste.bsky.social · 22/12/2025Chair, CEO of TFS Financial granted $7.7 million retention award. 60% PSUs, 40% RSUs, five-year cliff vesting #CorpGov #ExecPay #CEOpaysubstack.comMr. CorpGov (@corpgov)Chair, CEO of TFS Financial granted $7.7 million retention award. 60% PSUs, 40% RSUs, five-year cliff vesting #CorpGov #ExecPay #CEOpay https://capedge.com/filing/1381668/0001381668-25-000109/TFS... 020
Andrew R. Droste @droste.bsky.social · 22/12/2025Janus Henderson Group going private - to be acquired by Trian Fund Management and General Catalystsubstack.comMr. CorpGov (@corpgov)Janus Henderson Group going private - to be acquired by Trian Fund Management and General Catalyst https://capedge.com/filing/1274173/0001104659-25-123537/JHG-DEFA14A 000
Andrew R. Droste @droste.bsky.social · 15/12/2025Ford Board Scraps Mandatory Retirement Age #CorpGov #Ford corpgov.substack.com/p/ford-board...corpgov.substack.comFord Board Scraps Mandatory Retirement AgeOn Friday evening, Ford dropped an 8-K with revised bylaws 110
Andrew R. Droste @droste.bsky.social · 12/12/2025Notable shareholder dissent at Palo Alto Networks AGM this week open.substack.com/pub/corpgov/... #CorpGov #ExecPay #CEOpayopen.substack.comNotable Shareholder Dissent at Palo Alto NetworksPANW becomes just the sixth S&P 500 company in 2025 to receive failed Say-on-Pay vote; LID receives sub-80% support; and management-opposed governance shareholder proposal receives 90+% 000
Andrew R. Droste @droste.bsky.social · 12/12/2025Proxy advisory firm EO out www.whitehouse.gov/presidential...whitehouse.govProtecting American Investors from Foreign-Owned and Politically-Motivated Proxy AdvisorsBy the authority vested in me as President by the Constitution and the laws of the United States of America, it is hereby ordered: Section 1. Purpose. 010
Andrew R. Droste @droste.bsky.social · 10/12/2025Costco includes shareholder proposal for 2026 AGM in first instance of issuer exclusion discretion #CorpGov #Costco open.substack.com/pub/corpgov/...open.substack.comFirst Exercise of Corporate Discretion Under New No-Action Guidance Breaks Proponent's WayCostco decides to *include* shareholder proposal after failing to receive SEC no-action response 000
Andrew R. Droste @droste.bsky.social · 15/11/20259+% shareholder Biglari Capital poised to file a proxy contest at 2026 Jack in the Box $JACK AGM. (Earlier this year, the company adopted a poison pill to fend off the activist) #CorpGov #Activist substack.com/@corpgov/not...substack.comMr. CorpGov (@corpgov)9+% shareholder Biglari Capital poised to file a proxy contest at 2026 Jack in the Box $JACK AGM. (Earlier this year, the company adopted a poison pill to fend off the activist) #CorpGov 021
Andrew R. Droste @droste.bsky.social · 15/11/2025Egan-Jones recommends Cracker Barrel shareholders WITHHOLD votes against directors and CEO due to ongoing decline and poor results. #CorpGov www.businesswire.com/news/home/20...businesswire.com 131
Andrew R. Droste @droste.bsky.social · 12/11/2025White House is exploring new measures to curb the influence of proxy advisers and index-fund managers: "...could include a broad ban on shareholder recommendations or an order blocking recommendations on companies that have engaged proxy advisers for consulting work" www.wsj.com/finance/regu...wsj.comExclusive | White House Explores Rules That Would Upend Shareholder VotingOfficials are discussing limits on influential proxy advisers including ISS and index-fund giants such as BlackRock. 133
Reposted by Andrew R. DrosteLora Kolodny @lorak.bsky.social · 11/11/2025When you take out execs & board members' shares voted - investor support for Elon Musk's $1 trillion 2025 pay plan was lower than for his $56 billion 2018 CEO pay plan. . . www.cnbc.com/2025/11/10/t...cnbc.comTesla investor support for Elon Musk's massive pay plan was lower in 2025 than in 2018Tesla CEO Elon Musk received less support from shareholders for his trillion-dollar pay plan than he did when his prior package was put up for a vote. 6419
Reposted by Andrew R. DrosteAnn M. Lipton @annmlipton.bsky.social · 08/11/2025this is great. Musk's new pay package would have passed without considering insider votes, but by a lot less. 171
Andrew R. Droste @droste.bsky.social · 08/11/2025The Tesla AGM results (with non-insider vote calculations, to boot) #CorpGov #ExecPay #CEOpay open.substack.com/pub/corpgov/...open.substack.comTesla AGMParsing the AGM vote results (so you don't have to) 020
Andrew R. Droste @droste.bsky.social · 06/11/2025Shareholder proposal 12, annual director vote proposal, passes #CorpGov 000
Andrew R. Droste @droste.bsky.social · 06/11/2025~75% support in favor of 2025 mega grant at Tesla #CorpGov #ExecPay #CEOpay 000
Andrew R. Droste @droste.bsky.social · 18/10/2025Proxy advisor ISS recommends Tesla shareholders oppose Elon Musk $1 trillion pay plan www.cnbc.com/2025/10/17/p...cnbc.comProxy advisor ISS recommends Tesla shareholders oppose Elon Musk $1 trillion pay planInstitutional Shareholder Services recommended Tesla investors vote against a pay plan for CEO Elon Musk that would grant him nearly $1 trillion more in stock. 010
Andrew R. Droste @droste.bsky.social · 18/10/2025ISS recs out for Tesla AGM in early NOV #CorpGov #ExecPay #CEOpay 010
Andrew R. Droste @droste.bsky.social · 16/10/202513.9% support for plastics shareholder proposal at P&G AGM #CorpGov 000
Andrew R. Droste @droste.bsky.social · 04/10/2025Regenerative agriculture shareholder proposal at General Mills garners an impressive 28% support #CorpGov #RegenAgsubstack.comMr. CorpGov (@corpgov)Regenerative agriculture shareholder proposal at General Mills garners an impressive 28% support #CorpGov #RegenAg 030
Andrew R. Droste @droste.bsky.social · 02/10/2025FedEx $FDX AGM results • low Say-on-Pay support (63%) • Independent chair shareholder proposal receives 42.5% support #CorpGov #ExecPay #CEOpaysubstack.comMr. CorpGov (@corpgov)FedEx $FDX AGM results • low Say-on-Pay support (63%) • Independent chair shareholder proposal receives 42.5% support #CorpGov #ExecPay #CEOpay 010
Andrew R. Droste @droste.bsky.social · 02/10/2025Vote-No Campaign at Tesla #CorpGov #ExecPay #CEOpayopen.substack.comVote-No Campaign at TeslaNYC Comptroller, investor orgs, and various state officials urge Tesla investors to vote against directors and equity/comp plans at November meeting 031
Andrew R. Droste @droste.bsky.social · 10/09/2025"The ultimate weakness of violence is that it is a descending spiral, begetting the very thing it seeks to destroy. Instead of diminishing evil, it multiplies it. … Darkness cannot drive out darkness; only light can do that. Hate cannot drive out hate; only love can do that." 000
Andrew R. Droste @droste.bsky.social · 01/09/2025Corp Lov is suboptimal Corp Govreuters.comNestle dismisses CEO Freixe after romantic relationship with stafferNestle has abruptly dismissed its CEO Laurent Freixe for failing to disclose a romantic relationship with a subordinate, the Swiss food giant said on Monday, a dramatic removal a year after he took the reins. 010
Andrew R. Droste @droste.bsky.social · 23/08/2025I think what’s really interesting in this situation is the Board skills composition – and, remember, this is a self-disclosed qual data set. The point: the GVT/pub policy skill/experience line item is lower as a % of the full composition of the board at Intel relative to certain strategic peers 111
Andrew R. Droste @droste.bsky.social · 15/08/2025Say-on-Pay also receives just 59% support #CorpGov #ExecPay #CEOpay 000
Andrew R. Droste @droste.bsky.social · 15/08/2025Special meeting shareholder proposal at Qorvo (QRVO) receives 44% support #CorpGovsubstack.comMr. CorpGov (@corpgov)Special meeting shareholder proposal at Qorvo (QRVO) receives 44% support #CorpGov 010
Andrew R. Droste @droste.bsky.social · 03/08/2025Collective bargaining shareholder proposal does pretty well #CorpGov #Employeessubstack.comMr. CorpGov (@corpgov)Shareholder proposal success depends on target company analysis, folks 110