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Andrew R. Droste

@droste.bsky.social
428 followers 403 following 807 posts

#CorpGov including intersection w/ climate, social policy | rules/regs, shareholder proposals, activism/proxy contests | #ESG data | personal acct per DoDI 5400.17 (posts are my own) corpgov.substack.com www.linkedin.com/in/andrewdroste

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Andrew R. Droste @droste.bsky.social · 29/09/2026
Tesla retail voting program to move forward #CorpGov  substack.com/@corpgov/not...
substack.com
Mr. 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
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Ann M. Lipton @annmlipton.bsky.social · 26/09/2026
via @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.com
Shareholder Proposals Concerning... Shareholder Proposals
The National Legal and Policy Center has filed their 14a-8 preservation proposal at Procter Gamble, Microsoft, and now Oracle
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Andrew R. Droste @droste.bsky.social · 24/09/2026
Governance 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
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Andrew R. Droste @droste.bsky.social · 16/09/2026
SEC 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.gov
SEC Proposes Rescission of Shareholder Proposal Rule and Reforms to Proxy Solicitation Process
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Andrew R. Droste @droste.bsky.social · 31/08/2026
Meaningless #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...
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Andrew R. Droste @droste.bsky.social · 30/08/2026
Bipartisan support for shareholder proposals? #Corpgov corpgov.substack.com/p/bipartisan...
corpgov.substack.com
Bipartisan support for shareholder proposals
The National Legal and Policy Center files pro-shareholder proposal resolution at Procter & Gamble
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Andrew R. Droste @droste.bsky.social · 18/08/2026
Catholic 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
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Ann M. Lipton @annmlipton.bsky.social · 01/07/2026
Per @droste.bsky.social now with the vote details, redomestication would have failed but for the insider vote. open.substack.com/pub/corpgov/...
open.substack.com
Dell AGM Vote Breakdown
Under 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
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Andrew R. Droste @droste.bsky.social · 01/07/2026
Under 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.com
Dell AGM Vote Breakdown
Under 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
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Andrew R. Droste @droste.bsky.social · 13/06/2026
Lowest 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
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Ann M. Lipton @annmlipton.bsky.social · 12/06/2026
Hey 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.com
Weatherford International Fails to Pass Proposed Move to Texas
Delaware is the pivot
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Andrew R. Droste @droste.bsky.social · 12/06/2026
Irish company fails to convince requisite number of shareholders to approve move to Texas open.substack.com/pub/corpgov/...
open.substack.com
Weatherford International Fails to Pass Proposed Move to Texas
Delaware is the pivot
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Ann M. Lipton @annmlipton.bsky.social · 30/05/2026
So 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.gov
XBRL Viewer
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Andrew R. Droste @droste.bsky.social · 22/05/2026
Beyond Meat's $BYND Say-on-Pay proposal fails open.substack.com/pub/corpgov/...
open.substack.com
Beyond Believable?
Beyond Meat receives failed Say-on-Pay vote, becomes just the third Russell 3000 company to receive sub-50% support in 2026
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Ann M. Lipton @annmlipton.bsky.social · 02/04/2026
So, 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
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Emily Grubert @gruberte.bsky.social · 14/02/2026
I 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
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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 #Immigration
open.substack.com
Amazon.com, Inc. Submits 7 No-actions
AMZN leading the 2026 corporate pack in shareholder proposal rejections (so far)
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James McRitchie @corpgov-net.bsky.social · 27/01/2026
Thank 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
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Andrew R. Droste @droste.bsky.social · 26/01/2026
Vote-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
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Andrew R. Droste @droste.bsky.social · 15/01/2026
The first shareholder proposal to pass in 2026 is at Zscaler Inc. $ZS #CorpGov corpgov.substack.com/p/the-first-...
corpgov.substack.com
The First Majority-supported Shareholder Proposal of 2026
Governance-related shareholder proposals poised to dominate (again)
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Andrew R. Droste @droste.bsky.social · 09/01/2026
Visa #CorpGov x.com/mrcorpgov/st...
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Andrew R. Droste @droste.bsky.social · 08/01/2026
Apple proxy just dropped: x.com/mrcorpgov/st... #CorpGov #ExecPay #CEOpay
x.com
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Andrew R. Droste @droste.bsky.social · 22/12/2025
Chair, CEO of TFS Financial granted $7.7 million retention award. 60% PSUs, 40% RSUs, five-year cliff vesting #CorpGov #ExecPay #CEOpay
substack.com
Mr. 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...
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Andrew R. Droste @droste.bsky.social · 22/12/2025
Janus Henderson Group going private - to be acquired by Trian Fund Management and General Catalyst
substack.com
Mr. 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
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Andrew R. Droste @droste.bsky.social · 15/12/2025
Ford Board Scraps Mandatory Retirement Age #CorpGov #Ford corpgov.substack.com/p/ford-board...
corpgov.substack.com
Ford Board Scraps Mandatory Retirement Age
On Friday evening, Ford dropped an 8-K with revised bylaws
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Andrew R. Droste @droste.bsky.social · 15/12/2025
🟦
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Andrew R. Droste @droste.bsky.social · 12/12/2025
Notable shareholder dissent at Palo Alto Networks AGM this week open.substack.com/pub/corpgov/... #CorpGov #ExecPay #CEOpay
open.substack.com
Notable Shareholder Dissent at Palo Alto Networks
PANW 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+%
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Andrew R. Droste @droste.bsky.social · 12/12/2025
Proxy advisory firm EO out www.whitehouse.gov/presidential...
whitehouse.gov
Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors
By 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.
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Andrew R. Droste @droste.bsky.social · 10/12/2025
Costco includes shareholder proposal for 2026 AGM in first instance of issuer exclusion discretion #CorpGov #Costco open.substack.com/pub/corpgov/...
open.substack.com
First Exercise of Corporate Discretion Under New No-Action Guidance Breaks Proponent's Way
Costco decides to *include* shareholder proposal after failing to receive SEC no-action response
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Andrew R. Droste @droste.bsky.social · 15/11/2025
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 #Activist substack.com/@corpgov/not...
substack.com
Mr. 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
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Andrew R. Droste @droste.bsky.social · 15/11/2025
Egan-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
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Andrew R. Droste @droste.bsky.social · 12/11/2025
White 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.com
Exclusive | White House Explores Rules That Would Upend Shareholder Voting
Officials are discussing limits on influential proxy advisers including ISS and index-fund giants such as BlackRock.
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Lora Kolodny @lorak.bsky.social · 11/11/2025
When 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.com
Tesla investor support for Elon Musk's massive pay plan was lower in 2025 than in 2018
Tesla 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.
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Ann M. Lipton @annmlipton.bsky.social · 08/11/2025
this is great. Musk's new pay package would have passed without considering insider votes, but by a lot less.
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Andrew R. Droste @droste.bsky.social · 08/11/2025
The Tesla AGM results (with non-insider vote calculations, to boot) #CorpGov #ExecPay #CEOpay open.substack.com/pub/corpgov/...
open.substack.com
Tesla AGM
Parsing the AGM vote results (so you don't have to)
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Andrew R. Droste @droste.bsky.social · 06/11/2025
Shareholder proposal 12, annual director vote proposal, passes #CorpGov
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Andrew R. Droste @droste.bsky.social · 06/11/2025
~75% support in favor of 2025 mega grant at Tesla #CorpGov #ExecPay #CEOpay
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Andrew R. Droste @droste.bsky.social · 18/10/2025
Proxy advisor ISS recommends Tesla shareholders oppose Elon Musk $1 trillion pay plan www.cnbc.com/2025/10/17/p...
cnbc.com
Proxy advisor ISS recommends Tesla shareholders oppose Elon Musk $1 trillion pay plan
Institutional Shareholder Services recommended Tesla investors vote against a pay plan for CEO Elon Musk that would grant him nearly $1 trillion more in stock.
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Andrew R. Droste @droste.bsky.social · 18/10/2025
ISS recs out for Tesla AGM in early NOV #CorpGov #ExecPay #CEOpay
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Andrew R. Droste @droste.bsky.social · 16/10/2025
13.9% support for plastics shareholder proposal at P&G AGM #CorpGov
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Andrew R. Droste @droste.bsky.social · 04/10/2025
Regenerative agriculture shareholder proposal at General Mills garners an impressive 28% support #CorpGov #RegenAg
substack.com
Mr. CorpGov (@corpgov)
Regenerative agriculture shareholder proposal at General Mills garners an impressive 28% support #CorpGov #RegenAg
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Andrew R. Droste @droste.bsky.social · 02/10/2025
FedEx $FDX AGM results • low Say-on-Pay support (63%) • Independent chair shareholder proposal receives 42.5% support #CorpGov #ExecPay #CEOpay
substack.com
Mr. CorpGov (@corpgov)
FedEx $FDX AGM results • low Say-on-Pay support (63%) • Independent chair shareholder proposal receives 42.5% support #CorpGov #ExecPay #CEOpay
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Andrew R. Droste @droste.bsky.social · 02/10/2025
Vote-No Campaign at Tesla #CorpGov #ExecPay #CEOpay
open.substack.com
Vote-No Campaign at Tesla
NYC Comptroller, investor orgs, and various state officials urge Tesla investors to vote against directors and equity/comp plans at November meeting
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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."
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Andrew R. Droste @droste.bsky.social · 01/09/2025
Corp Lov is suboptimal Corp Gov
reuters.com
Nestle dismisses CEO Freixe after romantic relationship with staffer
Nestle 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.
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Andrew R. Droste @droste.bsky.social · 23/08/2025
I 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
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Andrew R. Droste @droste.bsky.social · 15/08/2025
Say-on-Pay also receives just 59% support #CorpGov #ExecPay #CEOpay
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Andrew R. Droste @droste.bsky.social · 15/08/2025
Special meeting shareholder proposal at Qorvo (QRVO) receives 44% support #CorpGov
substack.com
Mr. CorpGov (@corpgov)
Special meeting shareholder proposal at Qorvo (QRVO) receives 44% support #CorpGov
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Andrew R. Droste @droste.bsky.social · 03/08/2025
Collective bargaining shareholder proposal does pretty well #CorpGov #Employees
substack.com
Mr. CorpGov (@corpgov)
Shareholder proposal success depends on target company analysis, folks
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