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
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 Proposes Rescission of Shareholder Proposal Rule and Reforms to Proxy Solicitation Process
www.sec.gov
September 16, 2026 at 5:03 PM
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...
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...
www.sec.gov/Archives/edg...
August 31, 2026 at 9:18 PM
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...
www.sec.gov/Archives/edg...
Reposted by Andrew R. Droste
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/pub/corpgov/...
July 1, 2026 at 6:08 PM
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/pub/corpgov/...
Under a hypothetical 'unaffiliated' vote at #$DELL, the Lead Ind. Director, the Say-on-Pay proposal, and the Redomestication proposal would have all failed to receive majority support
#CorpGov #ExecPay #CEOpay
corpgov.substack.com/p/dell-agm-v...
#CorpGov #ExecPay #CEOpay
corpgov.substack.com/p/dell-agm-v...
Dell AGM Vote Breakdown
Under a hypothetical 'unaffiliated' vote, the Lead Ind. Director, the Say-on-Pay proposal, and the Redomestication proposal would have all failed to receive majority support
corpgov.substack.com
July 1, 2026 at 6:04 PM
Under a hypothetical 'unaffiliated' vote at #$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 #ExecPay #CEOpay
corpgov.substack.com/p/dell-agm-v...
Lowest Say-on-Pay support this year (knocking Welltower from that distinction):
Just **15.6%** support for the Warner Bros. Discover #$WBD comp package; Comp Committee Chair Paul Gould also fails to receive majority support (but with plurality voting, he remains on the board) #CorpGov #CEOpay
Just **15.6%** support for the Warner Bros. Discover #$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
June 13, 2026 at 2:31 AM
Reposted by Andrew R. Droste
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/p/weatherfor...
Weatherford International Fails to Pass Proposed Move to Texas
Delaware is the pivot
corpgov.substack.com
June 12, 2026 at 1:19 AM
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/p/weatherfor...
Irish company fails to convince requisite number of shareholders to approve move to Texas
open.substack.com/pub/corpgov/...
open.substack.com/pub/corpgov/...
Weatherford International Fails to Pass Proposed Move to Texas
Delaware is the pivot
open.substack.com
June 12, 2026 at 1:13 AM
Irish company fails to convince requisite number of shareholders to approve move to Texas
open.substack.com/pub/corpgov/...
open.substack.com/pub/corpgov/...
Reposted by Andrew R. Droste
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...
www.sec.gov/ix?doc=/Arch...
XBRL Viewer
www.sec.gov
May 30, 2026 at 4:20 PM
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...
www.sec.gov/ix?doc=/Arch...
Reposted by Andrew R. Droste
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
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
April 2, 2026 at 12:35 AM
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
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
Reposted by Andrew R. Droste
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
February 14, 2026 at 2:38 AM
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
#$AMZN Submits 7 No-actions - leads the 2026 corporate pack in shareholder proposal rejections
#CorpGov #Lobbying #HumanRights #Plastic #Pollution #ArtificialIntelligence #Immigration
#CorpGov #Lobbying #HumanRights #Plastic #Pollution #ArtificialIntelligence #Immigration
Amazon.com, Inc. Submits 7 No-actions
AMZN leading the 2026 corporate pack in shareholder proposal rejections (so far)
open.substack.com
February 11, 2026 at 2:48 AM
#$AMZN Submits 7 No-actions - leads the 2026 corporate pack in shareholder proposal rejections
#CorpGov #Lobbying #HumanRights #Plastic #Pollution #ArtificialIntelligence #Immigration
#CorpGov #Lobbying #HumanRights #Plastic #Pollution #ArtificialIntelligence #Immigration
Reposted by Andrew R. Droste
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
January 27, 2026 at 2:20 AM
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
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
#CorpGov
January 26, 2026 at 9:23 PM
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
#CorpGov
The first shareholder proposal to pass in 2026 is at Zscaler Inc. $ZS
#CorpGov
corpgov.substack.com/p/the-first-...
#CorpGov
corpgov.substack.com/p/the-first-...
The First Majority-supported Shareholder Proposal of 2026
Governance-related shareholder proposals poised to dominate (again)
corpgov.substack.com
January 15, 2026 at 10:16 PM
The first shareholder proposal to pass in 2026 is at Zscaler Inc. $ZS
#CorpGov
corpgov.substack.com/p/the-first-...
#CorpGov
corpgov.substack.com/p/the-first-...
January 9, 2026 at 10:13 PM
Chair, CEO of TFS Financial granted $7.7 million retention award. 60% PSUs, 40% RSUs, five-year cliff vesting
#CorpGov #ExecPay #CEOpay
#CorpGov #ExecPay #CEOpay
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...
substack.com
December 22, 2025 at 9:24 PM
Janus Henderson Group going private - to be acquired by Trian Fund Management and General Catalyst
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
substack.com
December 22, 2025 at 2:49 PM
Janus Henderson Group going private - to be acquired by Trian Fund Management and General Catalyst
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...