November meetings to watch, including Applied Digital, Fox and Axos

11 shareholder meetings: Nov. 4–13, 2026 · Prices through the Oct. 29, 2026 close

Applied Digital (APLD), Fox (FOXA) and Axos (AX) have beaten the S&P 500 over the past three years, yet at last year’s meetings many holders voted against their pay or a director, and each board has stood by what drew the protest. All three face holders again in November. Applied Digital answered last November’s 53% say-on-pay vote (the advisory vote on executive pay) with a $167.5 million stock grant. Fox renominated a director who has won less than 80% support three years running. Axos let its chief executive’s pay contract renew again after three years of pay votes between 54% and 61%.

Eight of the 11 companies trailed the market over those three years, among them Ethan Allen (ETD).

At Coty (COTY), Fox and News Corp (NWSA), JAB and the Murdoch trusts hold big voting blocks, so the reported results can overstate support from everyone else. If those holders voted all their shares for, only about 16.5% of Coty’s other votes backed pay last year, and Fox director Paul Ryan got about 59% of the rest. At these three, the vote to watch is everyone else’s.

Applied Digital’s executive pay got 52.6% support last November. Holders told the board the proxy didn’t let them judge the size of chief executive Wes Cummins’s awards. Two months later the board granted him 4.5 million performance units and 1.5 million time-vesting units, worth $167.5 million at grant, plus $18.4 million of fully vested units in ChronoScale, a subsidiary Applied Digital still mostly owns. With the grant, his reported pay for the year came to $189.2 million, up from $27.7 million.

The board says the grant is meant to be his only stock award for five years, which works out to about $33.5 million a year at grant value. The $45.4 million of time-vesting units pay out as long as he stays. The board’s other changes were more disclosure, a formula for bonuses from fiscal 2027 and stock ownership guidelines. Before that formula starts, the board paid him a fiscal 2026 bonus of $1.75 million, twice his target.

The performance units pay out at average share prices of $50, $75 and $100. The stock closed at $19.41 on October 29, 36% below the $30.26 grant price. If the company is sold, they pay out only as far as the deal price clears those hurdles.

The proxy says company policy bars pledging shares, yet it reports 17.6 million Cummins family shares pledged to JPMorgan. The full policy, filed with the 10-K, allows pledges the compliance officer pre-approves. Under the bank’s form agreement, JPMorgan can sell the shares without notice if collateral runs short, as we noted in our review of AI insiders’ pledges and sales. Applied Digital also lends money to Base Electron, a power producer Cummins runs and partly owns. It was owed $59.2 million on September 1. Applied Digital owns about 10% of Base Electron, and since April a committee of two disinterested directors reviews dealings with it.

Cummins also runs 272 Capital, and he and director Richard Nottenburg both sit on the board of Sequans, whose stock lost about 96% over three years while the S&P 500 returned 94%.

On October 16 Cummins bought about $1 million of stock on the market, and president Jason Zhang about $5.7 million.

Vanguard, the largest holder, and BlackRock voted their funds against pay last year. That’s unusual for Vanguard, whose funds vote against pay at only about 2% of companies. Desjardins Funds has already voted against pay this year, saying the company “has not implemented a rigorous clawback policy.”

Our read: The board answered holders’ concern with more disclosure and a formula for future bonuses, then paid a bonus at twice target and made a grant worth about $33.5 million a year over five years. Most of the grant depends on price hurdles, but $45.4 million vests on time alone. The insider buying is a good sign. Watch whether pay support moves off 53%.

Doug Bergeron, a former VeriFone chief executive whose group owns 5.2%, is running five nominees for all five seats; three would give his slate a majority. The board backs its own five, led by Farooq Kathwari, chair and chief executive since 1988. Ethan Allen’s operating margin fell from 17.3% in fiscal 2023 to 7.8% in the year to June, as sales fell for a fourth year in a row, and the regular dividend takes about 95% of last year’s free cash flow.

Since our October 20 brief, ISS and Glass Lewis have joined Egan-Jones in recommending against Kathwari and lead independent director David Sable. Glass Lewis and Egan-Jones back all five of Bergeron’s nominees; ISS backs two, which would leave three incumbents in the majority. Ethan Allen pointed out, citing ISS, that Bergeron hadn’t named an interim chief executive. On October 28 he named one of his nominees, Stefanie Tsen Ward, as his pick.

The board’s answer is a succession plan: independent directors are searching for a chief executive, the company has committed to naming one by June 30, 2027, the chair and CEO roles will be split, and Kathwari will leave the board at the 2027 annual meeting.

Our read: We think the board is more likely to keep its majority, but Bergeron has a real chance at one or two seats. Watch the count on Kathwari and Sable, the two directors all three advisors oppose. Our full analysis: Could Ethan Allen’s board lose seats in its fight with Doug Bergeron?

At both companies the Murdoch family’s votes now sit with LGC Holdco, owned by trusts for Lachlan, Grace and Chloe Murdoch, after the 2025 settlement of the family trust dispute. Fox’s Class A shares can’t vote at the meeting. Fox’s buybacks have cut the number of voting shares, so the Murdoch block’s share of the vote has risen to 38.8%, from 36.2% after a September 2025 sale, without it buying any. LGC Holdco has pledged 37 million of its Fox voting shares, about 17% of all Fox votes, for a loan that helped fund its 2025 purchase. Fox says it had no say in the pledge and has been told the trusts can repay the loan without the shares. Fox is buying Roku for $96 in cash plus 0.9693 of a non-voting Fox share for each Roku share.

At Fox, former House speaker Paul Ryan has won only 74% to 77% support three years running, and the board has renominated him. Fox’s proxy says each pay committee member, Ryan among them, “received overwhelming support” last year after a proxy advisor recommended against them over that pledge. If the Murdoch block voted for him, Ryan got about 59% of the other votes, and lead independent director Chase Carey about 68%.

Last year a shareholder proposal to drop Fox’s supermajority rules, which require 65% of the voting shares for some changes, got 38% support. With 38.8% of the votes, the Murdoch block can defeat any such change on its own. Fox doesn’t say how the block voted. If it sided with the board, about two-thirds of the other votes backed the proposal. Fox kept the rules after a review by outside lawyers, and the proposal is back.

Among funds that have already published their votes for this year’s meeting, CPP Investments voted against Ryan, and Desjardins Funds against Ryan and Lachlan Murdoch “for maintaining a multi-class structure.”

News Corp has trailed the market by 45 points over three years, and director José María Aznar drew 80.3% last year. If the Murdoch block voted for him, he got about 68% of the other votes.

Our read: Fox has beaten the market and News Corp hasn’t, but at both, most of the shareholders’ money has little or no vote. Paying for Roku partly in non-voting stock keeps control where it is. Watch the vote outside the Murdoch block on the supermajority proposal and on Ryan.

Coty has lost nearly two-thirds of its value in three years. When Sue Nabi left as chief executive on December 31, 2025, Markus Strobel became executive chairman and interim chief executive, with a $940,000 cash sign-on payment, $3 million of stock and 6 million options that vest only if the stock reaches $5.56 and $9.00. In August his salary rose to $1.6 million and his bonus target to 170%.

Pay got 76.1% support last year. But JAB, the controlling holder, votes 488 million shares, about 71% of the 684 million votes for or against pay. Coty doesn’t say how JAB voted. If JAB voted all its shares for, only about 16.5% of everyone else did, by our estimate.

The board says it set Strobel’s package, including the price hurdles, with holders’ feedback in mind, paid no annual bonuses for fiscal 2026 and gave no merit raises. It also replaced performance shares with stock that vests over time, saying targets were too uncertain. This year the board asks for 50 million more shares for its equity plan.

Seven of the nine nominees are on Coty’s ballot for the first time. Chair Peter Harf also stepped down at the end of 2025, and Patricia Capel, a JAB partner, joined in January. On March 18 three independent directors resigned, Gordon von Bretten left the board for his executive role, Robert Singer gave notice and the board added five independents, with Carsten Fischer as lead independent director. Coty calls it a “comprehensive refreshment process” and says no one left over a disagreement. Only JAB partners Joachim Creus and Frank Engelen were also on last year’s ballot. Three of the new independents, Alia Gogi, Robert Kunze-Concewitz and Stephanie Plaines, sit on three public boards each.

Outside JAB, Vanguard and State Street voted their funds against pay last year, and BlackRock’s funds split. CalSTRS has already voted against pay this year and withheld support from Strobel.

Our read: JAB controls the outcome, so watch how other holders vote on pay and on the 50 million shares. The price hurdles and the skipped bonuses partly answer last year’s vote, and seven of the nine directors joined after it. But replacing performance shares with time-vested stock pays executives just for staying.

Texas Pacific Land (TPL) wants to move its incorporation from Delaware to Texas, which needs a majority of all 69 million shares outstanding, not just of those voted. The board calls Texas the company’s home, says outreach from some holders encouraged it to consider the move and puts franchise-tax savings of about $200,000 a year among its reasons. In 2022 the board sued its largest holders to enforce a voting agreement, and Delaware’s top court upheld its win in 2024.

The new charter adds a Texas Business Court for holder suits, a waiver of jury trials and liability protection for officers. The proxy says the move “may reduce opportunistic and frivolous litigation.” It keeps annual elections, proxy access (which lets holders put nominees on the company’s ballot) and the 25% threshold for holders to call a meeting. Texas now lets companies require holders to own up to 3% of the stock before suing on the company’s behalf, and to limit who can file holder proposals. The board adopted neither, saying such limits aren’t consistent with “stockholder value or preferences at this time.” In September the board also extended the chief executive’s, finance chief’s and general counsel’s contracts to 2029, with automatic renewals.

Written consent, which lets holders act without a meeting, would get harder. Today holders can act that way only if the board asks them to. Under the new charter, every holder would have to agree. In 2023, a proposal for easier written consent got 58% support.

Horizon Kinetics and the big index funds backed pay last year. CalSTRS has already voted against the move to Texas, and Desjardins Funds for it.

Our read: Holders gain little from Texas, and directors and officers gain more protection. A board that went to court to make its largest holders vote its way has since given holders annual elections and the right to call a meeting, but the new charter makes written consent harder. Watch whether the move wins a majority of all 69 million shares outstanding.

Broadridge (BR) trails the S&P 500 by 82 points over three years and 30 over one. The peers it uses to set pay returned a median −13%, pulled down by payment processors such as Fiserv. The board has an independent chair, a 20% threshold for holders to call a meeting and proxy access, and no director got under 94% last year. After talking to investors it added an organic-growth measure to the pay plan.

Adjusted earnings per share rose 12% in fiscal 2026, to $9.60, and recurring revenue grew 8%. The market marked the stock down anyway. A Jensen Investment Management fund letter blamed investor worry that competitors using AI could cut Broadridge out, citing “investor concerns regarding the potential disintermediation.”

Chief executive Tim Gokey’s reported pay rose 11%, to $19.1 million, mostly from stock and option grants. Under the SEC’s “compensation actually paid” measure, which revalues stock awards at the year-end price, it was minus $9.8 million. Gokey bought about $1 million of stock on the market in March. Every large holder’s funds backed pay last year.

Our read: The pay plan rewards adjusted earnings, which keep rising while the stock falls further behind the market. Adding an organic-growth measure doesn’t address the AI worry the Jensen letter cited. Watch whether pay support holds at last year’s 91.6%.

Each Centerspace (CSR) share would become a fixed 3.8 shares of Independence Realty Trust (IRT). At IRT’s October 29 close that was worth about $56.24, below Centerspace’s $58.74 close before its sale review was reported in November 2025. IRT’s own holders must approve the deal too, and one of them, Irenic Capital, has called it “destructive” for IRT.

At signing the deal was worth $60.46, a 14.7% premium to the $52.71 close on September 8, the last trading day before the announcement. At least 20 parties signed confidentiality agreements. One 4.9% holder proposed $68 in cash, then dropped out rather than sign an agreement that would have limited its trading. Two $65 cash approaches came without financing.

On analysts’ estimates of net asset value, cited by IRT’s adviser in the merger proxy, 3.8 IRT shares are worth $71.78 to $84.55 and a Centerspace share $66.98 to $78.25. The ranges overlap, but on that measure the swap favors Centerspace holders.

Chief executive Anne Olson’s deal payout is $9.2 million, of which $4.7 million is severance paid only if she loses her job. BlackRock and Vanguard hold about a third of the shares.

Our read: Centerspace has trailed the market by 51 points over three years, and IRT made the only offer the board could act on, so this may be the price. But the fixed ratio leaves holders exposed to IRT’s share price, and the deal still needs IRT holders’ approval. Watch IRT’s price into the vote, since it sets what Centerspace holders get.

Amcor says it booked $285 million of savings from buying Berry Global in the first year, 10% ahead of plan, toward a $650 million target. The stock trails the S&P 500 by 65 points over three years but beats packaging companies its size, which returned a median 24%. The pay peers Amcor (AMCR) chose, including Corning and Johnson Controls, set a harder bar.

Chief executive Peter Konieczny’s reported pay rose to $20.1 million from $8.5 million, including a $6.4 million one-time award for the merger, about $4.4 million of it in performance units. Those units vest on a 2028 earnings target that Amcor won’t disclose until the period ends. An October 28 proxy supplement calls the target “rigorous” but still withholds the number. The regular plan paid out low: free cash flow of $1.30 billion missed the $1.75 billion bonus threshold, and the 2023 long-term award vested at 17.3%. Konieczny, finance chief Stephen Scherger, another executive and two directors bought about $2.8 million of stock on the market in November and December 2025. Director Lucrèce Foufopoulos-De Ridder, the lowest-supported nominee last year, sits on four public boards. Amcor’s largest holders all backed pay last year.

Our read: The regular plan paid less for a miss, and insiders bought stock last year. But with the one-time award’s target undisclosed, holders can’t judge how hard it is. Watch pay support, at 90.7% last year.

Axos’s pay got 54%, 60.8% and 58.7% support from 2023 to 2025. Last year pay committee chair James Court drew 62.4%, and committee member Stefani Carter 62.8%. Chief executive Gregory Garrabrants’s reported pay was $12.1 million, up 3.1%.

The proxy says it met “nearly half of our top fifty institutional stockholders, representing more than 50% of total stock ownership,” but names no change, saying Axos “is bound by existing formulaic contractual arrangements with the CEO.” It says holders asked it to keep the contract’s tax-favored formula and that they value Garrabrants’s stake, worth 234 times his salary. His 2017 agreement renews every January 1 unless either side gives notice.

Holders have few other levers. Directors serve staggered three-year terms and are elected by plurality, so a nominee can win without a majority. Holders can’t call a special meeting or act by written consent, and six of the 11 directors have served 15 years or more. No Axos insider bought stock on the market in the year to October 29, Form 4 filings show.

BlackRock and Vanguard, the two largest holders, backed pay last year; State Street, American Century and Dimensional voted their funds against. CPP Investments has already voted against pay this year and withheld support from all three nominees.

Our read: The returns are good, and the pay formula tracks them. But the board says it is bound by a contract it lets renew every year, and after three years of protest votes it has named no change. Watch support for the three nominees, who drew 59% to 67.3% in 2023.

Sysco (SYY) trails the S&P 500 by 55 points over three years, and its rivals did better: US Foods returned 178% and Performance Food Group 77%. The pay peers Sysco chose, mostly retailers and consumer companies, returned a median 37%.

In March Sysco agreed to buy Jetro Restaurant Depot for about $29 billion: $21.6 billion in cash, funded with about $21 billion of new debt, plus 91.5 million shares. It also paused buybacks. The stock closed down 15.3% that day and has since recovered to its pre-deal price.

Holders don’t get a vote on the deal. The 91.5 million new shares equal about 19% of the shares Sysco had outstanding before the deal, just under the 20% at which NYSE rules would require one. After the deal the sellers would own about 16% of Sysco, and the Kirsh family alone about 12%. Under the stockholders agreement, Restaurant Depot’s majority holder gets two board seats. While it can name a director, it must vote for the board’s nominees, pay and equity plans, and against activists’ proposals and holder proposals the board opposes.

Chief executive Kevin Hourican’s pay rose 10.3%, to $17.9 million. On September 1 he got a $2 million one-time award of performance units, earned over three years after the deal closes and forfeited if it doesn’t. It appeared in an 8-K but not in the October 1 proxy. Director John Hinshaw bought about $1 million of stock on the market in May. Nominee Sheila Talton runs Gray Matter Analytics and also sits on the boards of Deere and OGE Energy.

Sysco’s largest holders all backed pay last year. British Columbia Investment Management has already voted against Hourican this year “for also being the Board Chair.”

Our read: A board with a lagging stock committed $29 billion without a holder vote, and will add a large holder bound to vote with it, including against activists. Watch whether pay support falls from 93%.

Also on the calendar

Toms Capital’s November 24 no-confidence referendum at Voya Financial falls in our late-November preview. Our brief is Voya’s fight with Toms Capital turns to what Voya told the SEC.

Sources: each company’s proxy statement, meeting results and other filings, and press releases, as of October 30, 2026. Returns are total returns to the Oct. 29 close. Boardroom Alpha is an independent research and analytics company and does not invest. This preview is for information only and is not investment advice, voting advice or a proxy solicitation.