Which Directors Deserve Your Vote? October Shareholder Meeting Insights from Boardroom Alpha

by | Sep 25, 2025

As we move into October, public company shareholders have a busy calendar ahead, with key annual meetings and director elections across a broad range of industries. This month’s votes offer a compelling mix of strong company performance, governance considerations, and strategic transitions, making it a prime opportunity to engage with Boardroom Alpha insights.

September Preview / Results: You can read our September preview here and an early update September votes here.

Consistent Performers with Low Activist Risk

Several companies entering their meetings this coming month have delivered strong returns and maintain low activist vulnerability, making director re-elections relatively straightforward. Cal-Maine Foods (CALM) continues its impressive streak with 1-, 3-, and 5-year total shareholder returns (TSR) of 41%, 26%, and 26%, respectively. After converting Class A shares to common stock, it is no longer considered a controlled company, giving shareholders equal voting power. The board should continue to focus on refreshment plans for long-tenured directors.

Carpenter Technology (CRS) also demonstrates strong shareholder value with TSRs of 47%, 93%, and 70% over the past 1-, 3-, and 5-year periods. With the departure of long-serving chairperson Martin Inglis, the board will shrink slightly, strong performance outweighs concern over its staggered structure. Similarly, CACI International (CACI) and Parker-Hannifin (PH) show solid performance, low activist risk, and stable leadership, making re-election votes largely supportive.

Governance and Refreshment in Focus

Even in stronger-performing companies, governance nuances remain critical. RPM International (RPM) has generally delivered solid returns, though near-time performance warrants watching, but carries governance risk due to a classified board structure and entrenched leadership. In addition to an improvement in near-term stock performance, shareholders will want to see continued board refreshment and an update to bylaws that declassifies the board.

Standex International (SXI) presents another governance spotlight. The board has generally performed well, yet long-serving directors and a classified board raise questions about independence and succession planning. Notably, director Thomas Hansen will step down due to mandatory retirement, providing a natural refresh opportunity.

Transitional and Complex Situations

Several companies are navigating leadership changes or strategic shifts. Procter & Gamble (PG) is in the midst of a CEO transition, with Jon Moeller moving to Executive Chair and Shailesh Jejurikar taking the helm in January 2026. Shareholders will also need to weigh the As You Sow proposal on plastic packaging as part of their vote.

Array Digital Infrastructure (AD) is navigating post-sale integration with T-Mobile and searching for a permanent CEO. As a controlled company with unequal share classes, shareholders should consider voting implications carefully.

Mercury Systems (MRCY) stands out for both strong recent 1-year TSR of 103% and elevated activist vulnerability. Long-tenured directors Nearhos and Carvalho are recommended for a vote against, highlighting the potential for governance-led improvements in board composition. However Jana’s recent entry will give shareholders some confidence that the company will continue to deliver improved performance and governance.

Monitoring Performance Trends

Some companies, like Paychex (PAYX) and Cintas (CTAS), demonstrate mixed performance, with recent downward trends prompting closer scrutiny. While director re-elections are recommended, sustained underperformance could increase activism risk in the coming year, making the 2026 meetings ones to watch.

Shareholders have an opportunity this month not just to vote but to engage meaningfully on performance, governance, and long-term strategy. Using Boardroom Alpha, investors can review director track records, CEO tenure, TSR contributions, and activist vulnerability to make informed, data-driven decisions.

Meeting and Vote Guidance Summary

Meeting
Date
Company TSR
1yr/3yr/5yr
Board
Rating
Activist
Vulnerability
Previous Avg
FOR Directors
Latest
Say-on-Pay
CEO Hot
Seat Score
CEO TSR CEO Tenure
(years)
Prospective Vote Guidance
2025-10-02 RPM INTERNATIONAL INC (RPM)

CEO: Frank C Sullivan

-2.3%
13.4%
10.2%
B ELEVATED 96.6% 92.8% 5 12.9% 23.0 Vote to re-elect all directors but watch performance and governance issues. Generally solid shareholder returns and company fundamentals versus peers over director tenures. Governance issues around entrenched and classified board that should be addressed. Recently added three new directors, but refreshment should continue.
2025-10-03 CAL-MAINE FOODS INC (CALM)

CEO: Sherman Miller

41.1%
25.7%
25.8%
A LOW 84.2% 95.5% 10 29.5% 3.0 Vote to re-elect all directors. Strong company performance combined with the conversion of Class A shares in April to common which resulted in equal voting power and it no longer being considered a controlled company. Should declassify and board should ensure refreshment plan in place for long-standing directors.
2025-10-07 CARPENTER TECHNOLOGY CORP (CRS)

CEO: Tony R Thene

46.6%
93.3%
69.6%
B+ LOW 96.4% 98.5% 4 21.2% 10.2 Vote to re-elect all directors. Long-time director and chairperson, I Martin Inglis, is not standing for re-election and board will shrink to 11 directors. Strong company performance outweighs governance concern around the staggered board.
2025-10-09 ARRAY DIGITAL INFRASTRUCTURE INC (AD)

CEO: Douglas W Chambers

-12.8%
22.3%
10.1%
A- LOW 96.9% 98.9% 12 -33.0% 0.2 Vote to re-elect all directors. Strong company performance over their tenures. Will need to navigate recent sale of assets to T-Mobile as part of broader strategy changes and identification/on-boarding of permanent CEO to lead the company.
** NOTE: AD is a controlled company with share classes holding differing voting power and existing/potential shareholders should factor this into their decisions.
2025-10-09 PAYCHEX INC (PAYX)

CEO: John B Gibson

-1.3%
6.8%
14.2%
C+ ELEVATED 95.8% 95.0% 22 8.8% 3.0 Vote to re-elect all directors. Recent performance is a concern, but by and large over director tenures the company has performed inline with peers. If performance trend continues downward, activism risk will increase in addition to general shareholder discontent and 2026 shareholder meeting will be one to watch.
2025-10-14 PROCTER & GAMBLE CO (PG)

CEO: Jon R Moeller

-9.8%
6.7%
4.7%
B- LOW 97.1% 90.0% 31 4.2% 3.9 Vote to re-elect all directors. In the middle of a CEO transition with Moeller transitioning to Executive Chair and Shailesh Jejurikar starting as CEO effective Jan 1, 2026 (nominated to the board at the AGM). Directors Woertz and Lundgren are not standing for re-election which will result in average age and tenure of the board lowering as the board continues to be refreshed. Recent share performance merits watching. Shareholders will have to consider the merits of the As You Sow shareholder proposal on plastic packaging.
2025-10-16 CACI INTERNATIONAL INC (CACI)

CEO: John S Mengucci

0.8%
22.4%
18.5%
B+ LOW 96.0% 97.2% 17 14.9% 6.2 Vote to re-elect all directors. Strong company performance during director tenures. Share price recovering from 2024 drop as CACI manages through turbulence of potential government/DOGE impact and has provided positive updates/results. Activist Risk and CEO Hot Seat scores dropping as result of share price recovery and continued company performance.
2025-10-21 STANDEX INTERNATIONAL CORP (SXI)

CEO: David A Dunbar

13.3%
35.9%
29.1%
B- LOW 97.2% 99.1% 6 11.7% 11.7 Vote to re-elect all directors. Generally good company performance during director tenures. Classified board should be removed. Questions around actual independence of Cannon and Chorman given tenures over 20 years. Long-serving director Thomas Hansen not standing for re-election as he has reached mandatory retirement age.
2025-10-22 MERCURY SYSTEMS INC (MRCY)

CEO: William L Ballhaus

103.0%
19.6%
-0.5%
C- HIGH 94.3% 71.1% 32 46.4% 2.3 Vote to re-elect newer crop of directors led by Jana’s Scott Ostfeld. Vote against long-serving directors Nearhos and Carvalho. Monitor performance to see if the board can continue to improve ressults and push for removal of staggered board.
2025-10-22 PARKER-HANNIFIN CORP (PH)

CEO: Jennifer A Parmentier

20.9%
47.1%
32.6%
A- LOW 96.4% 88.3% 12 43.1% 2.7 Vote to re-elect all directors. Strong return for shareholders over CEO Parmentier’s tenure and overall for the board. Weaker than average say-on-pay support in 2024, but likely not a major issue for shareholders given returns over the past year.
2025-10-28 CINTAS CORP (CTAS)

CEO: Todd M Schneider

-1.6%
28.2%
21.5%
A- LOW 95.2% 95.5% 8 22.0% 4.3 Vote to re-elect all directors. Strong company performance across tenures. However, board should be planning for refreshment given entrenchment and multiple long-serving directors.

 

How We Determined Voting Guidance for This Article

To generate voting recommendations for the upcoming September shareholder meetings, we used Boardroom Alpha’s Voting Guidance Engine. The model we applied put greater weight on company performance—asking whether directors were meeting their fiduciary duty to deliver positive outcomes for shareholders—than on governance mechanics. It did not take environmental or social issues into account.

Under this approach, directors at companies showing strong performance were generally supported, while those at companies with only “okay” performance faced closer scrutiny. In cases where performance was middling and governance concerns were also present—such as overboarding, weak board independence, or entrenched structures—the model leaned toward recommending votes against. This balance kept the focus on shareholder outcomes while still flagging governance risks that could compromise long-term value.

Voting Guidance Engine users can specify a model in any way they see fit — prioritizing those factors that are most important to them. They can also create multiple models to vary results by situation or focus.

Curious how these recommendations are made? Boardroom Alpha’s Voting Guidance Engine makes proxy season easier, clearer, and more consistent. Reach out and let’s talk.

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