Andrew R. Droste
@droste.bsky.social
#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)
https://corpgov.substack.com
https://www.linkedin.com/in/andrewdroste
https://corpgov.substack.com
https://www.linkedin.com/in/andrewdroste
Notable shareholder dissent at Palo Alto Networks AGM this week
open.substack.com/pub/corpgov/...
#CorpGov #ExecPay #CEOpay
open.substack.com/pub/corpgov/...
#CorpGov #ExecPay #CEOpay
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+%
open.substack.com
December 12, 2025 at 5:35 AM
Notable shareholder dissent at Palo Alto Networks AGM this week
open.substack.com/pub/corpgov/...
#CorpGov #ExecPay #CEOpay
open.substack.com/pub/corpgov/...
#CorpGov #ExecPay #CEOpay
Proxy advisory firm EO out
www.whitehouse.gov/presidential...
www.whitehouse.gov/presidential...
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.
www.whitehouse.gov
December 12, 2025 at 12:18 AM
Proxy advisory firm EO out
www.whitehouse.gov/presidential...
www.whitehouse.gov/presidential...
Costco includes shareholder proposal for 2026 AGM in first instance of issuer exclusion discretion
#CorpGov #Costco
open.substack.com/pub/corpgov/...
#CorpGov #Costco
open.substack.com/pub/corpgov/...
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
open.substack.com
December 10, 2025 at 1:57 AM
Costco includes shareholder proposal for 2026 AGM in first instance of issuer exclusion discretion
#CorpGov #Costco
open.substack.com/pub/corpgov/...
#CorpGov #Costco
open.substack.com/pub/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 #Activist
substack.com/@corpgov/not...
#CorpGov #Activist
substack.com/@corpgov/not...
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
substack.com
November 15, 2025 at 6:20 PM
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...
#CorpGov #Activist
substack.com/@corpgov/not...
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...
#CorpGov
www.businesswire.com/news/home/20...
www.businesswire.com
November 15, 2025 at 5:20 AM
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...
#CorpGov
www.businesswire.com/news/home/20...
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...
www.wsj.com/finance/regu...
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.
www.wsj.com
November 12, 2025 at 2:07 AM
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...
www.wsj.com/finance/regu...
Reposted by Andrew R. Droste
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...
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.
www.cnbc.com
November 11, 2025 at 1:45 AM
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...
Reposted by Andrew R. Droste
this is great. Musk's new pay package would have passed without considering insider votes, but by a lot less.
The Tesla AGM results (with non-insider vote calculations, to boot)
#CorpGov #ExecPay #CEOpay
open.substack.com/pub/corpgov/...
#CorpGov #ExecPay #CEOpay
open.substack.com/pub/corpgov/...
Tesla AGM
Parsing the AGM vote results (so you don't have to)
open.substack.com
November 8, 2025 at 7:55 PM
this is great. Musk's new pay package would have passed without considering insider votes, but by a lot less.
The Tesla AGM results (with non-insider vote calculations, to boot)
#CorpGov #ExecPay #CEOpay
open.substack.com/pub/corpgov/...
#CorpGov #ExecPay #CEOpay
open.substack.com/pub/corpgov/...
Tesla AGM
Parsing the AGM vote results (so you don't have to)
open.substack.com
November 8, 2025 at 7:49 PM
The Tesla AGM results (with non-insider vote calculations, to boot)
#CorpGov #ExecPay #CEOpay
open.substack.com/pub/corpgov/...
#CorpGov #ExecPay #CEOpay
open.substack.com/pub/corpgov/...
November 6, 2025 at 9:55 PM
Proxy advisor ISS recommends Tesla shareholders oppose Elon Musk $1 trillion pay plan www.cnbc.com/2025/10/17/p...
October 18, 2025 at 3:01 AM
Proxy advisor ISS recommends Tesla shareholders oppose Elon Musk $1 trillion pay plan www.cnbc.com/2025/10/17/p...
October 18, 2025 at 2:05 AM
Regenerative agriculture shareholder proposal at General Mills garners an impressive 28% support
#CorpGov #RegenAg
#CorpGov #RegenAg
Mr. CorpGov (@corpgov)
Regenerative agriculture shareholder proposal at General Mills garners an impressive 28% support
#CorpGov #RegenAg
substack.com
October 4, 2025 at 4:58 AM
FedEx $FDX AGM results
• low Say-on-Pay support (63%)
• Independent chair shareholder proposal receives 42.5% support
#CorpGov #ExecPay #CEOpay
• low Say-on-Pay support (63%)
• Independent chair shareholder proposal receives 42.5% support
#CorpGov #ExecPay #CEOpay
Mr. CorpGov (@corpgov)
FedEx $FDX AGM results
• low Say-on-Pay support (63%)
• Independent chair shareholder proposal receives 42.5% support
#CorpGov #ExecPay #CEOpay
substack.com
October 2, 2025 at 10:58 PM
"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."
…
Darkness cannot drive out darkness; only light can do that. Hate cannot drive out hate; only love can do that."
September 10, 2025 at 8:05 PM
"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."
…
Darkness cannot drive out darkness; only light can do that. Hate cannot drive out hate; only love can do that."
Corp Lov is suboptimal Corp Gov
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.
www.reuters.com
September 1, 2025 at 7:41 PM
Corp Lov is suboptimal Corp Gov
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
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
The simplest answer is, Tan is not the board. The board makes the decision, and they're presumed to be independent of Tan.
Question for my lawyer friends: how does Intel escape a shareholder derivative suit alleging that the board and CEO breached their fiduciary duty when, in Trump’s words, Tan “walked in wanting to keep his job, and [] ended up giving us $10 billion”?
August 23, 2025 at 2:32 PM
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
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
