Using Boardroom Alpha’s new Voting Guidance Engine, we recently previewed where directors deserved support and where votes against were warranted at September’s meetings. Now, with the results starting to come in, we wanted to take a quick look to see how shareholders have assessed the board’s performance and where they have chosen to push back on directors and say-on-pay votes.
Quick Jump: September Shareholder Vote Results Table
Support Where the Board Delivers
- Casey’s (CASY): Director support held relatively steady at 98.7% support (▼0.4), and say-on-pay passed at 97.6%. Shareholders remain firmly behind the board, reflecting strong returns and low governance risk.
- Agilysys (AGYS): Director support surged to 97.1% (▲10.0), signaling investors regained confidence after early-2025 volatility. Say-on-pay dipped to 94.2% (▼4.0), but remained at a level that doesn’t signal significant shareholder concern.
- RBC Bearings (RBC): Director support climbed to 91.5% (▲17.2). Still, with average support below 93% and Edward Stewart only at 77% (chair of the Audit committee and member of the Nom/Gov committee), the vote shows a clear pocket of shareholder discontent despite strong long-term TSR.
Boards Facing Shareholder Pushback
- Replimune (REPL): Multiple directors received uncomfortable levels of support, in particular Kapil Dhingra at 84%. The average slipped to 92.7% (▼2.6). Investors reinforced concerns about persistent underperformance.
- Under Armour (UAA): Directors Jerri Devard (92%) and Eric Olson (90%) received lower support, but given the company’s performance (and the assessment from the Voting Guidance Engine) we’d have liked to see more directors under pressure. Say-on-pay dropped to 94.5% (▼4.9), reflecting some frustration with poor TSR and CEO pay alignment, but again, we’d like to see investors really applying pressure here.
- Nike (NKE): John W. Rogers Jr. was again the lightning rod for investors receiving just 65% of class B votes. This, again, will mostly be the big funds (think folks like CalPERS and CalSTRS) focused on governance and the significant difference in voting power between Class A and Class B shares. Say-on-pay improved materially to 93.1% (▲10.5), suggesting shareholders are more comfortable with executive pay this year, but given Class A and B shares both vote on this measure, it’s hard to read too much into it. Overall, we agree with the governance focused funds targeting Rogers given the dual class voting structure, but given this is at least the third year of “protest by vote”, we don’t hold a lot of hope for change. And, given the company’s performance, we’d like to see a stronger and broader push against incumbent directors — if they won’t change, vote them out.
- Hamilton Lane (HLNE): With only Hartley Rogers up for re-election, and gaining only 82% support, and say-on-pay collapsing to 76.1% (▼17.8 — a very big deal), this was one of September’s clearest rebukes. It underscores governance concerns around the classified board and share-class disparities from large institutional investors that have high governance standards.
Governance Concerns Resurface
- Interparfums (IPAR): Director Francois Heilbronn — chair of each of the board’s 3 committees! — received just 78% support. Say-on-pay also fell hard to 83.1% (▼15.3). Investors are demanding more independence and refreshment.
- Deckers (DECK): Broadly strong at 97.9%, but Lauri Shanahan dropped to 90%, just at the threshold of big discontent. Say-on-pay held steady at 92.7% (▲0.5). With a new CEO under pressure, investors appear watchful.
- StepStone (STEP): Average support slipped to 92.9% (▼1.9). Multiple directors fell below 93%, including Monte Brem (company chair and compensation committee chair) at 86%. Say-on-pay eased to 96.7% (▼2.4), but stayed solid. However, with declassification now complete, governance hawks will have some satisfaction.
Takeaway
In our September outlook, we argued that where performance is strong, directors should largely retain support, while underperformers with poor governance deserved sharper scrutiny. That’s generally how it is playing out, but we still want to see shareholders become more aggressive when the board’s fiduciary duties — ie delivering shareholder returns — aren’t being met.
Of particular note Under Armour’s board should be under significantly more pressure given continued and painful shareholder losses. Similarly we’d like to see Nike’s board face more direct pressure. While the dual class structure protects the board at Nike, Class B shareholders could take an even more aggressive stance and get Rogers to under 50% while also voting against the other Class B directors that are up for election. This is especially true given previous years of targeting Rogers has produced little effect. So, if performance at Nike doesn’t turn around by next year’s meeting, we’d ask shareholders: “if not now, when?”
An Early Look at September Shareholder Results
| Meeting Date |
Company | TSR 1yr/3yr/5yr |
CEO Tenure (years) |
CEO TSR | CEO Hot Seat Score |
Activist Risk |
Avg FOR Directors (vs prior) |
Low Support Directors |
Say-on-Pay (vs prior) |
Pre-Meeting Voting Guidance Engine Summary |
|---|---|---|---|---|---|---|---|---|---|---|
| 2025-09-03 | CASEYS GENERAL STORES INC (CASY)
CEO: Darren M Rebelez |
49.1% 36.6% 26.1% |
6.3 | 26.6% | 12 | 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 |
-42.0% -31.1% -24.4% |
1.4 | -16.0% | 29 | 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 |
-25.9% -17.7% -15.0% |
1.4 | -22.8% | 41 | 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 |
7.5% 29.9% 35.0% |
8.7 | 30.5% | 8 | 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)
Co-CEO: Juan Delgado-Moreira Co-CEO: Erik R Hirsch |
5.6% 30.8% 22.4% |
1.7 | 22.3% | 43 | 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 |
35.6% 14.6% 25.3% |
33.5 | 17.6% | 1 | 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 |
-22.2% 26.6% 28.3% |
1.1 | -20.0% | 36 | 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 | NIKE INC (NKE)
CEO: Elliott Hill |
-3.1% -11.0% -7.6% |
0.9 | -6.9% | 33 | 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 |
26.4% 32.1% |
5.9 | 23.4% | 53 | LOW | 92.9% ▼ -1.9 |
92% Jose A Fernandez 91% Thomas Keck 91% Michael I McCabe 91% Steven R Mitchell 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 |
-3.7% 12.3% 23.9% |
28.7 | 16.9% | 2 | LOW | 94.7% ▲ 3.5 |
92% Michel D Atwood 78% Francois Heilbronn |
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. |
How We Determined Voting Guidance for These Meetings
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.