September’s shareholder meeting season showed investors flexibly applying pressure—punishing clear underperformance while tolerating governance imperfections at companies delivering strong returns. But the results also expose a troubling pattern: shareholders remain far too forgiving of boards that consistently fail to deliver value or refuse to address persistent governance red flags. Directors at companies like Conagra, NetScout, and Scholastic received approval rates above 90% despite years of poor performance and entrenched structures that insulate them from accountability. When mediocrity becomes acceptable, boards have little incentive to change. Shareholders have the power to demand better—and September’s results suggest they’re still not using it aggressively enough.
The Winners: Performance Talks
When companies deliver results, shareholders respond with loyalty. Casey’s General Stores (CASY), Deckers Outdoor (DECK), AeroVironment (AVAV), and Take-Two Interactive (TTWO) all secured director approval rates above 96%, rewarding boards that generated solid shareholder returns despite occasional volatility.
Casey’s board earned 98.7% support alongside a 51.2% one-year return and 26.8% five-year annualized gain. Even after a sharp January selloff, Deckers directors received 97.9% backing, buoyed by five-year returns exceeding 22%.
The message? Shareholders forgive temporary setbacks when long-term value creation remains intact and governance stays clean.
Darden Restaurants (DRI) and AeroVironment (AVAV) exemplified this dynamic perfectly. Darden’s consistent performance (19.6% one-year, 17.1% five-year) earned 97.7% director approval with minimal governance concerns. AeroVironment’s spectacular returns—57.1% over one year and 39.3% annualized over five years—helped directors secure 96% support even as the company worked through board declassification.
Where Patience Should Be Running Out
For boards at underperforming companies with governance baggage, September should have been brutal.
Under Armour: Why Any Support?
Under Armour (UAA) directors should be feeling the heat more than they are. While two directors, Jerri Devard and Eric Olson, scraped by with 92% and 90% support respectively, we think the whole board should be feeling it given the long-term underperformance and no signs of a turnaround coming. The pre-meeting guidance, based on the Boardroom Alpha Vote Guidance Engine was unambiguous: vote against all board members except recent additions.
Why such an aggressive stance? Try a -44% one-year return, persistent losses across multiple timeframes, questionable director track records, and CEO Kevin Plank’s compensation package that failed to reflect shareholder pain. The 4.9-point drop in say-on-pay support (to 94.5%) underscored increasing shareholder frustration with pay-performance disconnect.
Nike: Icon Status Shouldn’t Buy Votes Anymore
Even Nike (NKE)—a brand synonymous with athletic excellence—shouldn’t escape accountability. Director John W. Rogers Jr. received just 65% support, which marks another year of targeted voting against Rogers because of the dual-class share structure that only let’s Class B shareholders vote on a subset of directors.
The culprits behind our convictions: a -19.4% one-year return, governance concerns around multi-class shares, and high activist vulnerability. Overall director support at Nike is misleading given 100% support for directors by Class A shareholders. Shareholders should expect better from a company bleeding market value while competitors gain ground and should either begin voting more aggressively to push changes or vote with their dollars and exit their positions.
Say-on-pay approval jumped to 93.1%—but that 10.5-point increase came after catastrophically low support the previous year, suggesting damage control rather than confidence.
Conagra: When the Board Becomes the Problem
Conagra Brands (CAG) represents everything wrong with entrenched boards at struggling companies. Somehow the board still received 96.9% average director approval, with Richard Lenny receiving just 92% support—while say-on-pay approval hit 88.4%.
That say-on-pay number deserves context: it jumped 43.8 points from the prior year’s disastrous result, meaning 2024 saw outright rejection of executive compensation. Long-term returns paint a grim picture: -40.3% over one year, -13.5% over three years, -8.7% over five. CEO Sean Connolly’s 10.5-year tenure has delivered essentially flat returns while competitors prospered.
The pre-meeting guidance didn’t mince words: vote against all directors. High activist risk, poor director track records, and obvious need for board refreshment make Conagra a case study in governance failure.
Conagra shareholders deserve better and will either have to become more aggressive themselves, hope for renewed interest from a large, trusted activist investor, or exit their positions.
Scholastic: Dual-Class Disaster
Scholastic Corp (SCHL) exposed the perils of multi-class share structures. Director James W. Barge received just 53% support—a shocking result that would trigger board soul-searching at better-governed companies.
The company’s dual-class structure concentrates voting power among Class A shareholders, insulating directors from the consequences of mediocre performance (-11.2% over one year). When investors can’t effectively discipline boards through votes, frustration manifests in symbolic opposition to vulnerable directors. We’d offer again that targeted voted against a single director makes little impact — witness Nike — and when shareholders really want change they will have to become more aggressive.
Governance Red Flags That Draw Fire
September’s results reinforced familiar themes that consistently trigger shareholder opposition:
Multi-class share structures remain toxic to institutional investors. Hamilton Lane (HLNE), Nike, Scholastic, and Wiley (WLY) all faced pushback related to unequal voting rights. Hamilton Lane’s Hartley Rogers received just 82% support while say-on-pay collapsed to 76.1%—down a devastating 17.8 points year-over-year.
Classified boards continue drawing criticism even at well-performing companies. AAR Corp (AIR), Worthington Enterprises (WOR), Houlihan Lokey (HLI), and RBC Bearings (RBC) all maintain staggered elections that entrench directors and limit shareholder voice.
AAR’s situation proved particularly instructive: despite delivering outstanding returns—37.2% over one year and 36.7% annualized over five years—average director support fell to just 90.7%. Two directors faced especially weak backing: Marc Jay Walfish at 91% and Jeffrey N. Edwards at just 82%. The message was clear: even stellar financial performance can’t indefinitely shield boards from governance scrutiny. When a classified board structure prevents shareholders from voting on all directors annually, frustration builds even as stock prices rise. AAR’s elevated activist vulnerability only amplified concerns.
RBC Bearings faced similar tensions. Edward Stewart received just 77% approval despite strong company returns, while average director support was a concerning 91.5%. The combination of classified boards, entrenched directors, and lack of independent chair created friction that performance alone couldn’t overcome.
Director entrenchment at underperformers invites trouble. NetScout Systems (NTCT) CEO Anil Singhal—in his 41st year leading the company—received just 91% director approval. Three directors fell below 92% support at a company delivering 18.8% one-year returns but -6.2% over three years. Limited outside board experience amplified concerns about insular thinking.
Pay Packages That Backfired
Say-on-pay votes generally remained above 90%, but several sharp declines signaled trouble:
- Hamilton Lane: 76.1% approval (▼17.8 points)
- Interparfums (IPAR): 83.1% approval (▼15.3 points)
- Korn Ferry (KFY): 85.8% approval (▼10.6 points)
Each represents a different failure mode. Hamilton Lane’s pay-performance disconnect became indefensible despite solid long-term returns. Interparfums struggled with governance around CEO-founder Jean Madar’s 28.8-year tenure and lack of independent chair. Korn Ferry’s modest returns (6.2% annualized over five years) made generous executive compensation harder to justify.
The Bottom Line for Directors
September 2025’s proxy results offer four reflections that shareholders and boards should consider:
1. Performance buys forgiveness—but only to a point. Strong returns allow boards to maintain some governance imperfections, but shareholders increasingly demand both results AND structural reforms. AAR’s experience proves that even 37% annual returns can’t make shareholders forget about classified boards and entrenched directors forever.
2. Multi-class shares are playing with fire. The governance structure that protects founders and insiders eventually becomes the focal point for shareholder frustration when performance lags. Nearly every company with unequal voting rights faced some level of opposition.
3. Board refreshment matters more than ever. Long-tenured directors with limited outside experience face growing skepticism, especially at underperforming companies. Shareholders increasingly view board service through a “what have you done lately” lens—and track records at other companies matter.
4. Shareholder can and should be more aggressive. Man of the companies that held votes in September have lost signifcant value for shareholders. Despite this support still remains at levels that don’t put enough pressure on the boards to make real changes. We’d like to see more from shareholders as we enter the 2026 proxy season.
September Shareholder Meeting Result Summary
| Meeting Date |
Company | Company TSR 1yr/3yr/5yr |
CEO Tenure & TSR |
Activist Vulnerability |
Avg FOR Directors (vs prior) |
Low Support Directors |
Say-on-Pay (vs prior) |
Pre-Meeting Vote Guidance |
|---|---|---|---|---|---|---|---|---|
| 2025-09-03 | CASEYS GENERAL STORES INC (CASY)
CEO: Darren M Rebelez |
51.2% 41.6% 26.8% |
6.3 yrs 26.8% |
LOW | 98.7% ▼ -0.4 |
97.6% no change |
Vote to re-elect all directors. Strong shareholder returns, minimal governance issues, and low activist risk. | |
| 2025-09-03 | REPLIMUNE GROUP INC (REPL)
CEO: Sushil Patel |
-61.8% -37.6% -28.9% |
1.5 yrs -33.5% |
HIGH | 92.7% ▼ -2.6 |
91% Joseph P Slattery
84% Kapil Dhingra |
98.0% no change |
Vote against long-standing board members. Underdelivering for REPL shareholders with REPL down ~50% in the past year and multiple significant stock price drops. Ms. Oliger is overboarded. |
| 2025-09-03 | UNDER ARMOUR INC (UAA)
CEO: Kevin A Plank |
-44.0% -9.1% -15.0% |
1.5 yrs -22.5% |
HIGH | 96.3% ▲ 1.7 |
92% Jerri Devard
90% Eric T Olson |
94.5% ▼ -4.9 |
Vote against all board members (except new joiners). Significant shareholder losses, high activist risk, CEO pay not aligned to returns, directors underdelivering at Under Armour and mostly poor director track records outside UAA. |
| 2025-09-04 | AGILYSYS INC (AGYS)
CEO: Ramesh Srinivasan |
-3.4% 23.9% 34.2% |
8.7 yrs 29.7% |
LOW | 97.1% ▲ 10.0 |
94.2% ▼ -4.0 |
Vote to re-elect all board members. Strong shareholder returns over their tenures and generally positive outside track records. Mostly recovered from dissappointing earnings and significant stock price drop in January 2025. Minimal governance issues and low activist risk. | |
| 2025-09-04 | HAMILTON LANE INC (HLNE)
CEO: Juan Delgado-Moreira |
-18.8% 33.5% 17.9% |
1.8 yrs 13.0% |
LOW | 81.8% ▼ -6.6 |
82% Hartley R Rogers | 76.1% ▼ -17.8 |
Vote to re-elect all board members. Strong shareholder returns over their tenures and generally positive outside track records. However, the difference in voting power between share classes and the classified board are issues that should be addressed. |
| 2025-09-04 | HAMILTON LANE INC (HLNE)
CEO: Erik R Hirsch |
-18.8% 33.5% 17.9% |
1.8 yrs 13.0% |
LOW | 81.8% ▼ -6.6 |
82% Hartley R Rogers | 76.1% ▼ -17.8 |
Vote to re-elect all board members. Strong shareholder returns over their tenures and generally positive outside track records. However, the difference in voting power between share classes and the classified board are issues that should be addressed. |
| 2025-09-04 | RBC BEARINGS INC (RBC)
CEO: Michael J Hartnett |
30.4% 23.4% 26.4% |
33.5 yrs 17.6% |
LOW | 91.5% ▲ 17.2 |
77% Edward Stewart | 81.0% ▲ 1.5 |
Vote to re-elect all board members. Strong shareholder returns outweigh governance issues including: lack of independent chair, staggered board, CEO pay concerns and entrenched board. |
| 2025-09-08 | DECKERS OUTDOOR CORP (DECK)
CEO: Caroti Stefano |
-36.4% 24.8% 22.6% |
1.2 yrs -29.0% |
ELEVATED | 97.9% ▼ -0.3 |
90% Lauri M Shanahan | 92.7% ▲ 0.5 |
Vote to re-elect all board members. Strong shareholder returns over director tenures despite material drop in stock price in early 2025. No governance issues. New(ish) CEO Caroti Stefano on the hot seat and board may need to react. |
| 2025-09-09 | GEN DIGITAL INC (GEN)
CEO: Vincent Pilette |
5.3% 14.5% 8.7% |
5.9 yrs 14.4% |
ELEVATED | 97.3% ▼ -1.3 |
90% Eric Brandt | 92.9% ▼ -2.1 |
Vote to re-elect all board members. Positive shareholder returns and no governance issues. |
| 2025-09-09 | NIKE INC (NKE)
CEO: Elliott Hill |
-19.4% -4.1% -9.9% |
1.0 yrs -12.6% |
HIGH | 96.7% ▲ 2.0 |
65% John W Rogers Jr | 93.1% ▲ 10.5 |
Consider against votes for majority of the board save Cook, Parker, Hill, and Knudstorp. Shareholder return poor, significant stock price drops, and high activist risk. Governance issues around multi-class shares and board independence. |
| 2025-09-09 | STEPSTONE GROUP INC (STEP)
CEO: Scott W Hart |
17.7% 42.9% 22.5% |
5.9 yrs 23.9% |
LOW | 92.9% ▼ -1.9 |
92% Jose A Fernandez
91% Thomas Keck 91% Michael I McCabe 90% Scott W Hart 86% Monte M Brem |
96.7% ▼ -2.4 |
Vote to re-elect all directors. Strong company performance and near completing its board declassification. |
| 2025-09-10 | INTERPARFUMS INC (IPAR)
CEO: Jean Madar |
-22.1% 11.7% 23.8% |
28.8 yrs 16.5% |
LOW | 94.1% ▲ 2.9 |
92% Michel D Atwood | 83.1% ▼ -15.3 |
Vote to re-elect all board members. Positive shareholder returns over tenures outweigh governance issues including: lack of independent chair and entrenched board. Board should consider accelerating refreshment and independence issues. |
| 2025-09-10 | NETSCOUT SYSTEMS INC (NTCT)
CEO: Anil K Singhal |
18.8% -6.2% 3.4% |
41.4 yrs 2.4% |
ELEVATED | 90.6% ▼ -1.6 |
91% Anil K Singhal
90% Robert E Donahue 82% John R Egan |
86.6% ▼ -0.7 |
Consider voting against majority of board. Generally poor company performance over most tenures and limited positive (or any) director experience outside NetScout. Governance issues including entrenched board with staggered elections reinforces need for changes. |
| 2025-09-16 | AAR CORP (AIR) | 37.2% 35.8% 36.7% |
7.3 yrs 10.0% |
ELEVATED | 90.7% ▲ 4.5 |
91% Marc Jay Walfish | 93.9% ▲ 0.6 |
Vote to re-elect all board members. Generally strong shareholder returns across all director tenures. Limited governance issues, but in particular the classified board, should be addressed. |
| 2025-09-16 | EPLUS INC (PLUS)
CEO: Mark P Marron |
-27.5% 19.7% 14.3% |
9.2 yrs 14.0% |
LOW | 96.9% ▲ 0.4 |
89.4% ▼ -3.8 |
Vote to re-elect all board members. Poor 1-year shareholder return is a concern, but overall returns remain relatively strong. If short-term performance continues to lag, limited outside board experience beyond PLUS and the the entrenched board are concerns that could change vote guidance in a year. | |
| 2025-09-17 | CONAGRA BRANDS INC (CAG)
CEO: Sean Connolly |
-40.3% -13.5% -8.7% |
10.5 yrs -1.2% |
HIGH | 96.9% no change |
92% Richard H Lenny | 88.4% ▲ 43.8 |
Vote against all directors. Long-term shareholder losses, high activist vulnerability, CEO pay concerns, recent failed say-on-pay votes, generally poor track records as directors outside of Conagra. Clear need for board refreshment. |
| 2025-09-17 | DARDEN RESTAURANTS INC (DRI)
CEO: Ricardo Cardenas |
19.6% 18.5% 17.1% |
3.3 yrs 17.3% |
LOW | 97.7% ▼ -0.7 |
95.7% ▲ 0.7 |
Vote to re-elect all board members. Strong track record of performance with no material governance flags. | |
| 2025-09-17 | HOULIHAN LOKEY INC (HLI)
CEO: Scott Joseph Adelson |
31.6% 42.1% 30.8% |
1.3 yrs 43.5% |
LOW | 89.8% ▼ -3.5 |
91% Todd J Carter
91% Scott L Beiser |
96.0% ▼ -0.8 |
Vote to re-elect all board members. Strong track record of performance, but classified board should be addressed. Multi-class share structure gives ~74% of voting power to Class B shareholders. |
| 2025-09-17 | SCHOLASTIC CORP (SCHL)
CEO: Warwick Peter |
-11.2% -1.2% 8.0% |
4.2 yrs -2.5% |
ELEVATED | 95.7% ▼ -1.2 |
53% James W Barge | 99.9% no change |
Vote against re-election except for new directors Wolff and Alberti-Perez and have positive outside track records. Multi-class share structure give Class A shareholders too much power and should be addressed. |
| 2025-09-18 | KORN FERRY (KFY)
CEO: Gary D Burnison |
-5.2% 16.3% 21.0% |
18.3 yrs 6.2% |
ELEVATED | 97.1% ▼ -0.8 |
91% Doyle N Beneby | 85.8% ▼ -10.6 |
Vote to re-elect all board members (whith a watch). Modest shareholder return, though lagging the broader market, and limited governance flags beyond concern around CEO pay. |
| 2025-09-18 | TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CEO: Strauss Zelnick |
68.1% 33.3% 9.4% |
14.8 yrs 22.9% |
LOW | 96.7% ▲ 0.4 |
91% Michael Sheresky | 94.9% ▲ 8.9 |
Vote to re-elect all board members. Strong shareholder returns bolster case for re-election while some flags on governance, including an entrenched board, raises some concern. |
| 2025-09-23 | WORTHINGTON ENTERPRISES INC (WOR)
CEO: Joseph B Hayek |
35.8% 34.8% 19.0% |
1.0 yrs 35.3% |
LOW | 95.8% ▼ -0.4 |
90% David Blom | 94.5% ▲ 9.8 |
Vote to re-elect all board members. Strong track record of performance, but we would like to see the board declassified. |
| 2025-09-25 | AEROVIRONMENT INC (AVAV)
CEO: Wahid Nawabi |
57.1% 55.7% 39.3% |
9.4 yrs 28.6% |
LOW | 96.0% ▲ 4.5 |
91% Charles Thomas Burbage | 98.6% ▼ -0.4 |
Vote to re-elect all board members. Solid return for shareholders with recent surge on quarterly results beat. We are pleased to see that they are in the process of declassifying their board. |
| 2025-09-25 | JOHN WILEY & SONS INC (WLY)
CEO: Matthew S Kissner |
-13.4% 6.3% 8.5% |
2.0 yrs 18.1% |
ELEVATED | 94.2% ▲ 1.4 |
46% Brian O Hemphill | 99.2% ▲ 0.9 |
Vote against Hemphill and Baker. Limited support remainder of board. Shareholders need to see improved performance and, ideally, cleaned up governance where voting power of shares is equal. |
| 2025-09-25 | LAMB WESTON HOLDINGS INC (LW)
CEO: Michael Jared Smith |
-8.1% -7.5% -1.0% |
0.7 yrs -9.6% |
ELEVATED | 97.7% ▼ -0.7 |
94.8% ▲ 1.5 |
Vote for all directors except legacy directors Bensen, Coviello, and Fisher. Significant board refreshment just happened, with Jana Partners cooperation agreement as a big catalyst. Shareholders will be watching the refreshed board closely. |
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.