Annual Meeting Analysis

The 2026 LKFN annual meeting ballot contains director elections, a say-on-pay vote, and auditor ratification. The single most important issue on this ballot is sustained stock underperformance: LKFN's shares have lagged the QABA community bank index by over 40 percentage points over the past three years, triggering AGAINST votes on all 13 director nominees under the policy's TSR accountability framework.

The 2026 Dow annual meeting ballot presents significant governance concerns driven by sustained stock underperformance: Dow's shares fell approximately 16% over the past 3 years while the median of its own compensation peer group rose roughly 39%, a 55-percentage-point gap that triggers an AGAINST vote for all 12 director nominees including CEO Jim Fitterling; the Say on Pay vote passes on structure given a strong pay-at-risk mix and 92% prior-year support, while the auditor ratification passes cleanly with non-audit fees at only 22% of core audit fees.

The 2026 ABM annual meeting ballot presents three standard proposals: director elections, Say on Pay, and auditor ratification. The most significant governance concern is ABM's severe and sustained stock underperformance relative to its own disclosed peer group (-82pp over three years), which triggers AGAINST votes for ten of twelve director nominees under the TSR underperformance policy, while the Say on Pay receives a FOR determination because the pay program itself has functioned correctly by reducing incentive payouts in line with poor performance.

The 2026 Pfizer ballot presents significant governance concerns driven primarily by severe, sustained stock price underperformance: Pfizer shares have lost 17.5% over three years while the company's own peer group gained a median of 68.1%, triggering AGAINST votes for 10 of 12 director nominees under the policy's TSR accountability framework, with only the two newest directors exempt; the Say on Pay vote is a close call given last year's 54.7% support, but Pfizer's concrete and meaningful program changes in response tip the determination to FOR, while the independent chair shareholder proposal is supported given the severity of the underperformance and the absence of a fully independent board leader.

Adobe's 2026 annual meeting ballot is dominated by one overriding concern: the stock has lost 21.6% over three years while the company's own peer group gained a median of 75%, a gap of nearly 97 percentage points that triggers AGAINST votes for nine of eleven director nominees and a AGAINST vote on executive compensation due to pay-for-performance misalignment. On the stockholder proposals, the golden parachute vote oversight proposal (Proposal 5) and the board diversity matrix proposal (Proposal 6) both receive FOR votes based on credible filers and genuine governance merit, while the civil liberties report (Proposal 7) and retirement plan climate risk report (Proposal 8) both receive AGAINST votes because their respective filers are ideologically motivated rather than acting as neutral fiduciaries.

Aptiv's 2026 annual meeting ballot presents significant governance concerns: nine of eleven directors, including the CEO-Chair, warrant an AGAINST vote because Aptiv's stock has lost roughly 35% over three years while the company's own peer group gained 54% — a nearly 89-percentage-point gap that triggers the policy's director accountability rule, with the five-year record offering no relief. The auditor ratification also warrants a vote against because Ernst & Young's non-audit fees represent approximately 60% of core audit fees, exceeding the independence threshold, largely driven by a spike in transaction-related advisory work tied to the EDS spin-off; only the Say on Pay vote earns a FOR recommendation, as the compensation structure is genuinely performance-linked and the CEO's realized pay was curtailed by the falling stock price.

This is a consequential ballot for Boeing shareholders: the company's stock has delivered only +3.7% over the past three years while its own peer group averaged +67.5% — a 63.8-point gap that triggers AGAINST votes for nine of twelve director nominees (all those with tenure exceeding 24 months), while the three newest directors receive FOR votes given their limited time on the board. The Say on Pay vote receives a FOR based on a well-structured variable pay program with genuine pay-for-performance outcomes, the auditor ratification is clean, and the written consent stockholder proposal merits support as a mainstream shareholder rights improvement.

This ballot is dominated by a severe stock performance problem: Charter's shares have lost 34% over three years while the company's own disclosed peer group gained 70%, a gap so large that ten of thirteen director nominees trigger the policy's underperformance threshold, with only three newly appointed directors (Davis, Patterson, Wargo/Slaski) exempt due to joining within the past 24 months. The Say on Pay vote is a FOR because the CEO's reported pay is modest and the compensation structure is genuinely working as designed — executives lost substantial paper value alongside shareholders — while the political spending disclosure proposal from a credible pension fund earns support on the merits despite low prior-year votes, given Charter's outlier status among its own cable peers.

The 2026 Cigna ballot presents a mixed picture: ten of twelve director nominees face AGAINST votes because Cigna's stock has trailed its own compensation peer group by nearly 50 percentage points over three years with no five-year offset, while Say on Pay receives a FOR vote because the compensation program is genuinely performance-linked and the CEO's long-term incentive award paid out at only 73% of target reflecting actual underperformance. The written consent stockholder proposal from credible activist John Chevedden warrants support given prior 63% majority backing and Cigna's restrictive 25% special-meeting threshold.

The 2026 Fluence Energy annual meeting ballot features four proposals. The most significant finding is that the vast majority of the director slate — nine of twelve nominees — draw AGAINST votes under the TSR underperformance trigger, as Fluence's stock lost 9% over three years while its own disclosed peer group gained nearly 79%, a gap of roughly 88 percentage points with no mitigating 5-year record. The auditor ratification and Say on Pay proposals both pass the relevant policy screens and receive FOR votes; the equity plan expansion (Proposal 4) is not evaluated under the current policy version.

This is a challenging ballot for Huntsman shareholders: the company's stock has lost roughly half its value over three and five years, trailing the company-disclosed peer group median by more than 44 percentage points — a level of underperformance that triggers AGAINST votes for all nine director nominees under our policy. The compensation program itself shows genuine pay-for-performance alignment (CEO realized only $5M of $13.1M target in 2025, performance stock awards paid zero), supporting a FOR vote on Say on Pay, while the structural governance concern of a combined CEO-Chairman role — held by the founding family's CEO — supports the independent board chair stockholder proposal.

This is a ballot where the most consequential votes are on director elections: NVR's stock has significantly lagged its homebuilding peers over both 3 and 5 years, triggering AGAINST votes for nine of the eleven director nominees under our policy, with only the two directors appointed in mid-to-late 2025 exempted as too new to be held accountable. The Say on Pay vote is a clear FOR — CEO pay is genuinely modest and the incentive structure is working as designed — while the auditor should be replaced or provide a compelling explanation for a 39-year relationship that far exceeds our independence threshold.

PPG's 2026 annual meeting ballot is dominated by a clear pay-for-performance and board accountability concern: the company's stock has lost 11% over three years while its own compensation peer group gained a median of 45%, a 56-percentage-point gap that triggers AGAINST votes for eight of the twelve director nominees under the policy's TSR underperformance standard and an AGAINST vote on Say on Pay due to misalignment between executive incentive outcomes and shareholder experience. The independent board chair stockholder proposal from governance activist John Chevedden receives a FOR vote given the credible governance concern and the company's sustained underperformance under a combined Chairman/CEO structure; the auditor ratification receives a FOR vote as no disqualifying fee ratio or tenure data was available in the filing.

This ballot presents a challenging governance picture at Qualcomm: 9 of 11 director nominees receive AGAINST votes because the company's 3-year stock return of +23% — while positive in absolute terms — trails the company's own disclosed peer group median of +78% by 55 percentage points, exceeding the policy threshold with no 5-year relief; PricewaterhouseCoopers also receives an AGAINST on auditor ratification due to a 40-year tenure relationship with no credible rotation plan disclosed. The Say on Pay vote passes on a FOR because the pay structure is genuinely performance-linked and appropriately designed, the Chevedden special meeting proposal receives a FOR because it advances legitimate shareholder access rights even after the company's partial 25% threshold response, and the China risk report proposal receives an AGAINST because it is filed through Bowyer Research, an ideological conservative advocacy organization rather than a neutral fiduciary filer.

Disney's 2026 annual meeting ballot is dominated by director accountability concerns — nine of eleven nominees receive against votes under the policy's stock-performance trigger, as Disney's shares have trailed its own disclosed peer group by approximately 69 percentage points over 3 years (well past the 35-point threshold) with no relief from the 5-year record. The Say on Pay vote is supported because 97% of CEO pay is genuinely at risk, executives actually forfeited 100% of performance-based stock awards in fiscal years 2023–2025 due to poor TSR results, and the prior-year Say on Pay vote received 89% support; all four stockholder proposals are voted against, three due to ideological filer disqualification and one due to insufficient incremental value given existing company disclosure.

GPN's 2026 annual meeting is dominated by the company's severe and sustained stock underperformance — a 22% three-year stock decline versus a peer group that gained nearly 12% triggers against votes for eight of twelve director nominees (all those with more than two years of tenure) as well as a vote against the executive pay package, while the single stockholder proposal seeking written consent rights deserves support as a straightforward governance improvement. The auditor ratification receives a FOR vote as Deloitte is an appropriate Big 4 firm, though fee data was not available in the filing excerpt to complete the non-audit fee ratio analysis.

HP's 2026 annual meeting ballot is dominated by the company's severe multi-year stock underperformance — HP shares lost about 23% over three years while the S&P 500 (^GSPC) gained 70%, triggering AGAINST votes for 8 of the 12 director nominees (with the 4 newest directors exempt as they joined within the past 24 months); the auditor ratification and say-on-pay proposals both pass their respective policy screens and receive FOR votes, while the independent chairman stockholder proposal receives an AGAINST vote because HP already has an independent chair in practice and prior shareholder support for this type of proposal has been very low.

The 2026 Humana annual meeting is dominated by a governance accountability story: the stock has fallen 63% over three years while peers gained 49%, and eight of ten board nominees — all who served through this period — receive an AGAINST vote under the TSR underperformance policy, with two also triggering overboarding concerns. The Say on Pay vote also receives an AGAINST given the disconnect between above-benchmark incentive pay and shareholder outcomes, while the Chevedden golden parachute proposal receives a FOR given its mainstream governance merit and the company's active leadership transition environment.

This is a three-proposal annual meeting ballot for i3 Verticals. The Say on Pay and auditor ratification proposals both pass policy screens and receive FOR votes; however, all eight director nominees are voted AGAINST due to severe and sustained stock underperformance — IIIV's share price trailed the technology sector ETF (XLK) by over 103 percentage points over three years, far exceeding the policy trigger, with the five-year record confirming no recovery.

This is a deeply troubled ballot for JELD-WEN shareholders: the stock has lost 88% of its value over three years and 95% over five years while the company's own peer group gained meaningfully, and eight of ten director nominees are recommended AGAINST on the basis of that sustained underperformance. The say-on-pay vote is also recommended AGAINST because the magnitude of shareholder value destruction is not consistent with the incentive pay levels delivered to executives, despite some positive structural features in the compensation program.

The 2026 Johnson Outdoors annual meeting features a challenging ballot driven primarily by severe stock underperformance: the stock has lost roughly 17% over three years while the company's own peer group gained about 49%, and the 5-year picture is even worse with the stock down 65%. As a result, eight of nine directors are recommended AGAINST under the TSR underperformance policy — only newly joined director Jeffrey Stutz is exempt. The say-on-pay vote receives a FOR because the compensation structure is genuinely performance-linked (the 2023 cycle equity awards paid out zero shares due to missed targets), the auditor receives a FOR on clean fee ratios, and equity plan amendments are noted but not evaluated as they fall outside the current policy scope.

The 2026 KREF annual meeting presents three standard proposals: director elections, auditor ratification, and a say-on-pay vote. All eight director nominees are recommended AGAINST due to sustained stock price underperformance — KREF's shares fell 22.1% over three years while the equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) gained 17.3%, a gap that exceeds the policy trigger; the auditor ratification and say-on-pay proposals both clear the relevant policy thresholds and are recommended FOR.

The 2026 OneWater Marine annual meeting presents a ballot where shareholders should vote AGAINST on nearly every contested item: eight of nine director nominees are recommended AGAINST due to catastrophic stock underperformance (-66.1% over three years vs. XLY's +63.6%), and Say on Pay is recommended AGAINST due to a fundamental disconnect between above-target incentive payouts and prolonged shareholder losses; the only two FOR votes are for new director Daniel Englander (no prior board tenure, exempt from TSR trigger) and auditor Grant Thornton (clean fee structure, appropriate tenure, no independence concerns).

The 2026 STRA annual meeting presents three standard proposals. The most significant governance concern is severe stock price underperformance relative to peers — STRA's 3-year return of +4.6% trails the peer median by 92.7 percentage points — triggering AGAINST votes for eight of twelve director nominees, including the CEO-director and several long-tenured board members; Say on Pay passes on the strength of a well-structured, heavily performance-weighted compensation program with strong prior shareholder support.

The most significant issue at this annual meeting is severe and sustained stock price underperformance — SWK's shares returned nearly nothing over three years while the company's own peer group gained a median of 45.5%, and the five-year record is even worse, with SWK down 57% versus peers up 57%. This triggers AGAINST votes for 8 of 11 director nominees (the three newest directors are exempt), while Say on Pay receives a FOR given that incentive payouts were substantially cut to reflect actual results and the prior year received 79% support.

The central issue at T. Rowe Price's 2026 annual meeting is severe and sustained stock underperformance: the company's shares have trailed its disclosed asset management peers by over 70 percentage points across both 3-year and 5-year windows, triggering AGAINST votes for seven of the thirteen director nominees under this policy. The compensation program itself is reasonably structured with pay reduced in line with weaker results and strong variable pay design, supporting a FOR vote on Say on Pay, while auditor ratification also receives a FOR vote absent disqualifying fee or tenure data.

The 2026 Whirlpool annual meeting features three standard proposals; the most significant governance concern is the company's severe and sustained stock underperformance — down 48% over three years versus a peer median gain of 33% — which triggers AGAINST votes for eight of the twelve director nominees under the TSR underperformance policy. The Say on Pay and auditor ratification proposals both pass the relevant policy screens and receive FOR determinations, as the pay program demonstrably reduced executive payouts in line with poor financial results and the auditor's non-audit fee ratio is well within acceptable bounds.

The 2026 Adient annual meeting presents a heavily contested director slate and a problematic executive compensation program: six of eight director nominees receive against votes due to Adient's stock losing roughly 47.5% over three years while its own compensation peers gained about 71.3% on average — a nearly 119-percentage-point gap that far exceeds policy thresholds — and the say-on-pay vote also receives an against determination because the compensation committee repeatedly used positive discretion to increase payouts above formulaic results despite severe relative underperformance for shareholders. The auditor ratification and the routine Irish law share-issuance proposals are straightforward approvals with no policy concerns.

This is a ballot with significant governance concerns: seven long-tenured directors receive AGAINST votes due to CNXC's catastrophic 3-year total return of -71.6%, which trails the company's own peer group median by 56.4 percentage points with no 5-year mitigant available, and the Say on Pay vote also receives an AGAINST due to above-threshold cash bonuses paid to executives during a period of severe shareholder value destruction. The auditor ratification also receives an AGAINST because EY's non-audit fees in its first year of engagement represent approximately 61% of audit fees, exceeding the policy's 50% independence threshold.

FMC's 2026 annual meeting ballot is dominated by the consequences of one of the worst stock price collapses in the specialty chemicals sector — an 87% decline over three years against a peer group that was essentially flat — which drives Against votes on most long-tenured directors and the CEO's compensation package (which also failed to reach 70% support last year). On the positive side, the board is proposing a meaningful package of pro-shareholder governance reforms (eliminating supermajority voting requirements, reducing business combination vote thresholds, and granting shareholders the right to call special meetings for the first time), all of which merit support.

GPC's 2026 annual meeting presents a ballot dominated by a serious stock performance concern: the company's shares have fallen roughly 31% over three years while its own disclosed peer group rose about 25% on median, a 55.5-percentage-point gap that triggers AGAINST votes for eight of eleven director nominees and a AGAINST vote on executive compensation under the pay-for-performance alignment framework. The auditor ratification receives a default FOR vote as key fee and tenure data were not extractable from the filing text provided.

The 2026 HGV annual meeting ballot contains four proposals; the most significant governance concern is the board's failure to arrest multi-year stock underperformance relative to the consumer cyclical sector, which triggers AGAINST votes on seven of nine director nominees (the two directors appointed in 2024 are exempt as new directors). The auditor ratification and Say on Pay proposals both pass the applicable policy screens and receive FOR votes, while the equity plan amendment falls outside the scope of this policy version.

This ballot is dominated by a significant shareholder accountability concern: Lennar's stock has returned only about 6% over three years while its own disclosed homebuilder peers returned a median of 68%, a 62-percentage-point gap that triggers AGAINST votes for seven of nine director nominees and a failed pay-for-performance alignment check on Say on Pay. Both stockholder proposals — one seeking equal voting rights and one seeking transparency on how each share class voted — are recommended FOR, as they address real governance deficiencies created by the company's 10-to-1 dual-class voting structure that concentrates control in the hands of the CEO.

This ballot presents three standard proposals and no stockholder proposals; all seven director nominees receive AGAINST votes due to LGIH's catastrophic 3-year stock underperformance (down 59.3% versus a peer median gain of 69.3%, a 128.6pp gap that far exceeds every applicable threshold), and Say on Pay also receives an AGAINST vote because full-target long-term equity grants continued despite sustained severe underperformance, undermining pay-for-performance alignment. Only the auditor ratification of Ernst & Young passes cleanly, as the firm charged zero non-audit fees and is a Big 4 firm appropriate for the company's size.

This is a contested ballot for AGCO shareholders primarily because of the company's sustained stock underperformance: AGCO's 3-year return of +1.6% trails its own compensation peer group median by 35.1 percentage points, triggering AGAINST votes for six of nine director nominees under the voting policy's TSR accountability framework. The Say on Pay vote passes given strong structural features of the compensation program and 90% prior-year support, but shareholders should vote FOR the Chevedden special meeting proposal as a necessary governance accountability tool given the complete absence of any current shareholder right to call a special meeting.

Altimmune's 2026 annual meeting is dominated by a severe stock performance problem: the company's shares have lost 67% over three years while its own peer group gained 36%, a gap that triggers Against votes for seven of nine director nominees and reinforces an Against vote on executive pay where the CEO collected over $8 million in a year the stock fell 41%. The administrative proposals (auditor ratification, authorized share increase, ESPP replenishment, and adjournment) are all straightforward and merit For votes.

The 2026 Bloomin' Brands annual meeting is dominated by a severe stock underperformance story: the company's shares have lost 73% over three years while peers gained 38%, triggering Against votes for seven of nine director nominees who had meaningful tenure during that period; the auditor also receives an Against vote due to a 28-year tenure relationship with PricewaterhouseCoopers that exceeds the policy threshold. The Say on Pay vote passes because the incentive programs actually reduced payouts appropriately in line with poor results, and both stockholder proposals receive Against votes due to the ideological filer classification of their proponents.

The 2026 BrightView annual meeting ballot contains two straightforward FOR votes — auditor ratification (Deloitte, low non-audit fees) and Say on Pay (well-structured performance-based program with 98% prior support) — but the director election slate is significantly impaired by BrightView's severe underperformance versus its company-disclosed compensation peers over three years (+119.6% vs peer median +242.0%, a 122.4pp gap), which triggers AGAINST votes for the five longest-tenured directors while sparing the CEO and the two recently appointed One Rock designees whose tenure does not meaningfully overlap with the underperformance period.

The 2026 CHCT annual ballot features four proposals; the most consequential finding is that all six director nominees receive an AGAINST vote because CHCT's stock has severely underperformed its own disclosed compensation peer group by approximately 62 percentage points over three years on an absolute negative return, with no 5-year mitigant available given an even larger long-term gap. The auditor ratification and say-on-pay proposals both pass their policy screens cleanly — BDO has no non-audit fees and moderate tenure, and CEO pay is reasonably sized with a genuinely performance-linked structure that the compensation committee has already tightened in response to the stock's poor performance.

The 2026 Goodyear annual meeting ballot presents three proposals: director elections, executive compensation (Say on Pay), and auditor ratification. The most significant governance concern is Goodyear's severe and sustained stock underperformance — the stock has lost 34.6% over three years while the company's own disclosed peers gained 36.1% at the median — which triggers AGAINST votes for six long-tenured directors and an AGAINST on Say on Pay due to pay-for-performance misalignment at the CEO level.

Marten Transport's 2026 ballot presents a deeply troubled governance picture: the company's stock has fallen roughly 41% over three years against a sector benchmark that gained 78%, triggering TSR-based AGAINST votes for six of seven director nominees (only the newest director is exempt) and contributing to an AGAINST on say on pay where fixed pay dominates the CEO's pay mix and equity awards vest in part regardless of performance outcomes. The auditor ratification is the sole proposal that passes all policy screens cleanly, with reasonable fees and a tenure well short of the independence threshold.

This ballot presents a challenging governance situation: seven of eight director nominees, including the long-tenured CEO/Chairman, warrant against votes due to Sanmina's severe underperformance versus its own compensation peer group (a ~169 percentage-point three-year gap that persists over five years as well), while the compensation program itself passes the say-on-pay screen due to its genuinely performance-linked structure and reasonable pay levels; the auditor ratification is straightforward, and the independent board chair proposal merits support precisely because stronger independent oversight could help address the multi-year underperformance that drives the director concerns.

The 2026 AOS annual meeting features three standard proposals: director elections, Say on Pay, and auditor ratification. The primary governance concern is severe stock underperformance — AOS returned only +5.5% over three years while the XLI sector benchmark returned +78.0%, a -72.5 percentage point gap — which triggers AGAINST votes for five of the ten director nominees (Holt, Kadri, Larsen, Wheeler, and Shafer) whose tenures meaningfully overlap the underperformance period, while Say on Pay and auditor ratification both pass policy screens and receive FOR votes.

Chemours' 2026 annual meeting ballot features four management proposals. On director elections, although the company's 3-year stock return of -29.5% technically triggers the peer underperformance test for tenured directors, the 5-year TSR mitigant applies across the board — the longer-term peer gap of -1.3pp does not exceed the 20pp threshold — resulting in FOR votes for all eleven nominees. The Say on Pay vote receives a FOR determination given a well-structured compensation program with strong variable pay emphasis, a 95% average approval history, and CEO pay levels consistent with benchmark expectations for the role.

The 2026 Celanese annual meeting presents three standard proposals; the most significant concern is the company's severe and sustained stock underperformance — a 3-year return of -40.4% trails the peer group median by 49 percentage points — which triggers Against votes for five of the nine director nominees who have served long enough to be accountable for that record, while the auditor ratification and say-on-pay proposals both pass their respective policy screens and receive For determinations.

The 2026 Compass Minerals annual meeting ballot presents significant governance concerns centered on sustained, severe stock underperformance — CMP's shares lost 31% over three years while its own compensation peer group gained 27%, a 58-percentage-point deficit that triggers against votes for all five long-tenured directors and a no vote on executive compensation due to pay-for-performance misalignment; the four directors who joined in December 2025 and the auditor ratification pass without triggering any policy flags.

At NioCorp's 2026 annual meeting, the most significant votes are AGAINST five of six director nominees due to sustained three-year stock underperformance of approximately 70 percentage points versus the basic materials sector ETF (XLB) with no five-year mitigant, and AGAINST auditor ratification because non-audit fees paid to Deloitte are approximately 105% of core audit fees, well above the 50% independence threshold; the Say on Pay vote is FOR because the CEO's $451,000 total compensation is modest and does not appear to reflect above-benchmark incentive pay despite poor stock performance.

This ballot contains three standard proposals: director elections, auditor ratification, and say-on-pay. Five of the eight director nominees are recommended AGAINST due to sustained stock underperformance — NX's shares declined 7.8% over three years while its own peers gained 37.2% on average, a gap that triggers the policy threshold, and the 5-year record offers no mitigating recovery. The say-on-pay vote is recommended FOR because incentive pay actually aligned with shareholder experience this year (bonuses below target, long-term performance awards paying zero), and the newly appointed auditor KPMG LLP is recommended FOR as a sound governance upgrade replacing the prior auditor under whose watch material control weaknesses were identified.

This ballot presents significant governance concerns at RMR Group: five of six director nominees warrant an AGAINST vote due to catastrophic stock underperformance versus peers over three years, and the Say on Pay vote also warrants an AGAINST because the company's bonus structure lacks any pre-set performance targets, making incentive pay effectively discretionary fixed compensation during a period of severe shareholder value destruction. Only newly appointed director Matthew Jordan receives a FOR vote, shielded by the 24-month new-director exemption.

The 2026 SVC annual meeting ballot contains three proposals; the most significant issue is the director election, where sustained and severe stock underperformance of -74% over three years and -79% over five years — trailing the FTSE NAREIT benchmark by more than 100 percentage points — warrants AGAINST votes for five of seven nominees, including board Chair Adam Portnoy who also has overboarding concerns as a sitting CEO. The auditor ratification and say-on-pay proposals both pass policy screens and receive FOR votes.