Late-November meetings to watch, including Oracle, Estée Lauder and Lumentum

13 shareholder meetings: Nov. 17–24, 2026 · Prices through the Oct. 30, 2026 close

We look at shareholder votes as advocates for shareholders. A board’s job is to deliver returns, and to govern in a way that lets owners hold it to that, with pay that rewards outperformance and directors holders can actually replace. Thirteen companies put those questions to a vote between Nov. 17 and Nov. 24.

Some boards are delivering. Lumentum (LITE) has returned 2,013% in three years, and Sandisk (SNDK) and Western Digital (WDC) have made their holders rich too. Our question there is whether the pay targets were too easy to hit in a boom; Sandisk earned 11 times its profit target. At Campbell’s (CPB) and Clorox (CLX), results are going the wrong way, and the boards are asking for more shares or handing out one-time stock anyway.

On governance, we look past the reported vote. At Oracle (ORCL), Estée Lauder (EL), Intapp (INTA) and IREN (IREN), founders, families or staggered boards leave outside holders little say. Pay won 91% at Estée Lauder last year, but if the family voted all its shares for, only about a third of the other votes backed it, by our estimate. That outside vote, and which big fund managers turned against a board and why, is the signal we watch. Part 1 of our preview covered meetings through Nov. 13.

In this preview: Estée Lauder · Campbell’s · Intapp · Sandisk and Western Digital · Oracle · Clorox · Lumentum · Performance Food Group · ResMed · Transocean and Valaris · IREN · Voya

The Lauder family holds about 82% of the vote through 10-vote Class B shares, and held about 84% at last year’s record date, so the reported results say little about other holders. Pay won 91% last year. If the family voted all its shares for, only about a third of the other votes backed pay, by our estimate. By the same math, chair William Lauder’s 94.6% falls to about 60% outside the family.

Estée Lauder returned −9.8% over the three years to Oct. 30, against 88.5% for the S&P 500 and a median 19.4% for its 20 pay peers; over five years it lost 63.6%. The recovery has started under Stéphane de La Faverie, chief executive since January 2025. The stock has returned 49.8% since he took over, against 31.5% for the S&P 500. In fiscal 2026 organic sales returned to growth, up 3%, and the adjusted operating margin rose to 11.2% from 8%, helped by a restructuring that Estée Lauder now expects to cost slightly more than $1.7 billion in charges. Merger talks with Puig ended in May without a deal.

De La Faverie earned $20.6 million in fiscal 2026, up from $9.6 million in a year he spent half as CEO. The total includes a $4.18 million one-time restructuring award. In August he got another one-time grant, $6.2 million of performance shares, to replace a pay factor the board dropped. His annual equity is now all options and restricted stock. Performance shares granted in 2023 paid nothing.

Five directors stand this year: family directors Gary and Jane Lauder, de La Faverie, and two new nominees, Rolex chief executive Jean-Frédéric Dufour and Holley chairman Matthew Rubel. Green Century Equity Fund seeks a report on plastic packaging. Two trusts run by Aerin Lauder, a family member who isn’t a director, have pledged 9.3 million Class B shares for bank loans.

Directors serve staggered three-year terms, so holders vote on only a third of them each year, and family members party to a stockholders’ agreement, which covers about 82% of the vote, must back up to four family-designated nominees. The proxy itself lists “dual class stock, a classified board, and a Stockholders’ Agreement” as parts of its controlled-company structure. The 10-vote shares lapse only if Class B falls below 10% of the common stock; it is 31.6%. By the same estimate, a charter change limiting officers’ liability won only about 58% of outside votes last year, though it was reported at 94.4%.

Only 9 of the 14 directors are independent. William Lauder sits on the nominating committee and Eric Zinterhofer, Ronald Lauder’s son-in-law, on the compensation committee, though an all-independent subcommittee approves executive stock awards. Family members also work for the company: Ronald Lauder, an executive officer, was paid a $650,000 salary and a $474,750 bonus, Aerin Lauder about $680,000 as a consultant, and two younger relatives are employees.

Jennifer Tejada, an independent director, chairs the nominating committee, which picks directors and oversees succession, and holders can’t vote on her again until 2028. She was PagerDuty’s chief executive from 2016 until May, when John DiLullo succeeded her in what PagerDuty called a planned transition. From PagerDuty’s first trading day in 2019 to her last week as chief executive, its stock lost 80.9%, while the S&P 500 returned 184.3%. PagerDuty’s stock has more than doubled since. Revenue grew 5.4% in her last full fiscal year. She stays on as executive chair until a handover and plans to leave PagerDuty’s board at its 2027 meeting.

In June, PagerDuty holders withheld 28.8% of their votes from her, about as much as from the other three directors up that year. At Estée Lauder last year 24 funds that published reasons withheld from her, most for “maintaining a multi-class structure that is not subject to a reasonable time-based sunset provision.” She got 95.1% overall, or about 63% of non-family votes on the same estimate.

Vanguard, the largest outside holder, opposes pay at only about 2% of companies. Last year it switched its funds to voting against Estée Lauder’s pay, and Capital Group’s funds voted against for a second year. BlackRock’s index funds backed pay, but its active-stewardship arm voted against, citing “misalignment between pay and performance; excessive discretionary pay; weak responsiveness to shareholder concerns.” State Street’s funds withheld from Gary and Jane Lauder in 2023 and from William Lauder last year.

Our read: De La Faverie is delivering: sales are growing again, margins are up and the stock has beaten the market since he took over, though it has still lost 63.6% over five years. The board is entrenched: staggered terms, 10-vote shares with no sunset in sight, family members on the nominating and pay committees, and relatives on the payroll. Its nominating chair ran PagerDuty while PagerDuty’s stock lost 81%, and holders can’t vote on her until 2028. The board has twice added one-time grants on top of regular pay for a turnaround it already pays him to run. Outside holders have noticed: by our estimate, only about a third of their votes backed pay last year. Their vote on pay and on Gary and Jane Lauder is the one that counts.

Campbell’s board wants 9 million more shares for its equity plan after a year in which sales and earnings fell and it cut the dividend. The stock lost 39.1% over the three years to Oct. 30, while the S&P 500 returned 88.5% and its 20 listed pay peers a median 2.6%. Of those peers, only Flowers Foods did worse. Since Mick Beekhuizen became chief executive in February 2025, the stock has lost 39.2% while the S&P 500 gained 28%.

In fiscal 2026 sales fell 5% to $9.7 billion and adjusted earnings per share fell 27% to $2.17. Campbell’s cut its dividend 36% to pay down debt and expects adjusted earnings per share to fall another 17% to 24% this year.

Descendants of founder John T. Dorrance own about 35% of the stock, by our sum of the proxy’s figures, and three sit on the board. No voting agreement among them is disclosed. A holder proposal to scrap supermajority voting got 43.5% last year, with Vanguard, State Street, Fidelity and Invesco funds in favor. If the family voted against, about three-quarters of the other votes backed it, by our estimate. The board had defended the rules as ensuring big changes need “support from both family shareholders and non-affiliated shareholders” and that “neither the family shareholders nor any short-term activist can unilaterally dictate outcomes.” With 35%, the family alone can block them. The Oct. 7 proxy doesn’t mention the vote.

About 1.2 million shares remain in the plan, which the proxy says may be insufficient for the October 2027 grants. Potential dilution would rise to about 6.55% from 3.54%. The plan does add a one-year minimum vesting period.

Performance shares granted in 2023 paid nothing, and the bonus paid 66% of target. Beekhuizen, promoted from within to succeed Mark Clouse, earned $11 million in fiscal 2026, his first full year in the job. That was up from $7 million, after the board raised his long-term award to $8 million. Pay got 98.9% last year, with the largest holders all in favor.

Governance committee chair Archbold van Beuren, a Dorrance heir, got the board’s lowest vote last year, 90.7%. Funds that explained their votes objected to director pay, which his committee sets; Crédit Mutuel Asset Management cited “multiple years of excessive director pay without sufficient rationale.” The new proxy defends the board chair’s $350,000 retainer, unchanged since 2019.

Twelve directors stand for election. The 11 outside directors were paid $3.6 million in fiscal 2026, most of them $286,000 to $316,000 each and chair Keith McLoughlin $636,000; the retainers were unchanged from 2025 as results fell. Seven of the 11 sit on no other public company board, and five have held no other public board seat in the past five years. Three have run a public company: McLoughlin (Electrolux, and Campbell’s itself on an interim basis in 2018), Marc Lautenbach (Pitney Bowes) and Kurt Schmidt (Blue Buffalo and Cronos Group). As You Sow’s regenerative-agriculture proposal, at 10.8% last year, is back.

Our read: Management isn’t delivering: sales and earnings are falling, the dividend has been cut and the guidance points lower again. Incentive payouts have fallen with results, as they should. Even so, in the middle of a 39% slide the board wants 9 million more shares, and its Oct. 7 proxy is silent on a governance vote that most non-family votes appear to have backed. Keeping rules that let a 35% family stake block what most other holders want does nothing for confidence in a turnaround. Nor does the board itself: 12 seats, $3.6 million a year for the 11 outside directors, and only three of them have run a public company. Holders can fairly ask why a shrinking business needs a board this size, paid this well. The vote on the share request and van Beuren’s support will show how far outside holders agree.

Last year’s protest was about the board: Marie Wieck, who chairs the nominating and governance committee, got 66.2%. BlackRock withheld from her because “the Chair of the board is not independent, and a lead independent director has not been identified,” the same reason it gave in 2024 for withholding from director Charles Moran, who got 77.5%, and in 2023 from Chris Gaffney. Legal & General cited the staggered board and the supermajority rules. Temasek, the largest holder with 22.4% and a board seat, voted for pay; if it also backed Wieck, support from everyone else was about 55%.

Wieck isn’t up again until 2028. This year’s nominees are John Hall, the chief executive and chairman, and Martin Fichtner, Temasek’s designee and a member of Wieck’s committee. The Oct. 6 proxy names no lead independent director and no change to the board’s structure. Directors are elected by plurality, so withheld votes can’t unseat either nominee.

Intapp’s stock returned 24.3% over three years, far behind the S&P 500’s 88.5% but ahead of the software companies it uses as pay peers, whose median lost 9.5%. In the quarter to Sept. 30 subscription revenue rose 29%, cloud annual recurring revenue rose 28% to $515.3 million and Intapp raised its full-year guidance.

Hall’s reported pay rose 24.3%, to $18.5 million. It includes 220,000 restricted stock units granted in February under an “AI Transformation Program” to retain executives, at about $22 a share, half the price of his August grant. Pay got 93.8% last year.

Our read: The business is executing, with subscription growth near 30% and guidance going up, though the stock has returned 24.3% over three years against 88.5% for the S&P 500. Governance is stuck: a combined chief executive and chair, no lead independent director, a staggered board, supermajority rules, plurality voting and a 22.4% holder with a board seat. After three years of protest votes aimed at that structure, the Oct. 6 proxy names no lead independent director and no change to it. Votes withheld from Hall and Fichtner can’t unseat either one. They are the only signal holders can send this year.

Sandisk set its fiscal 2026 goals in August 2025, when management thought a downturn possible. The operating-income target was $1.16 billion; Sandisk earned $12.7 billion. The bonus paid the 200% maximum, and the first year of the new performance shares scored it too. Chief executive David Goeckeler’s launch grant, made in May 2025 with the stock near $38, earned its 300% maximum when the stock’s 90-day average passed $105.91. Its 953,895 shares were worth about $1.1 billion at the Oct. 30 close and vest in February 2028. His reported pay fell to $15.2 million; the SEC’s measure of pay actually paid, which counts gains on unvested stock, puts it at $2.7 billion. Pay won 98.4% last year.

Western Digital’s goals were tougher, but the operating-income part of its bonus still paid the 200% maximum: $4.82 billion against a $3.06 billion target. Its earnings-per-share measure left out a $6.5 billion gain on its Sandisk stake. Chief executive Irving Tan’s August 2025 grant was priced at $79.71 a share; the stock ended the fiscal year at $539. His reported pay rose 54%, to $17.2 million. Elliott, which urged the split in 2022, bought $235 million of convertible preferred in 2023; Western Digital forced its conversion in February 2026.

Holders have done well at both. Western Digital’s stock returned 1,081% over three years, against 88.5% for the S&P 500 and a 205% median for its pay peers. Sandisk, spun off in February 2025, is up about 2,268% since; the S&P 500 is up 29%. Both stocks have fallen by about half from their June highs, but the boom isn’t over: in the latest quarter Sandisk’s revenue rose 378% to $11 billion and Western Digital’s 55% to $4.38 billion, and both guided higher.

Goeckeler is also Sandisk’s chair, and his support fell to 94.4% at Sandisk’s first meeting from 99.6% a year earlier at Western Digital, with funds citing the combined role. Sandisk treats last year’s 98.4% pay vote as support for the launch grants, though holders voted as the grants were just reaching the maximum. From fiscal 2027 a quarter of Sandisk’s bonus rides on strategic goals whose targets and payouts it says it won’t disclose beyond general guidance, citing “competitive harm.” Director Necip Sayiner sits on four public boards. At Western Digital, Matthew Massengill, a former chief executive and a director since 2000, is still classed as independent, and the board says it made no pay changes in response to last year’s vote and plans none for fiscal 2027. The largest holders at both companies backed pay last year.

Our read: Goeckeler and Tan have delivered in the boom, and holders have shared in it. But the pay committees set targets that let a cyclical upswing pay the maximum, and Sandisk now plans to pay part of its bonus on goals holders will never see. Holders gave pay 98.4% last year as the launch grant was just reaching its 300% maximum. This vote is their first chance to judge that payout, and their second on Goeckeler as chair and CEO.

Oracle has returned 33% over three years, 55 points behind the S&P 500 and far behind the 81% median of the 14 tech giants it uses as pay peers. Over the past year the stock lost 48.5%, and it is down 59.6% since the co-CEOs took over in September 2025, while the S&P 500 rose 14.5%. The business is growing fast: revenue rose 30% to $19.3 billion in the quarter to Aug. 31, led by 121% growth in cloud infrastructure. But the AI build-out burns cash. Free cash flow was negative $23.7 billion last fiscal year and negative $5.4 billion in the latest quarter, funded with debt and a $20 billion sale of new stock.

In September 2025 two co-CEOs, Clay Magouyrk and Mike Sicilia, replaced Safra Catz, who stayed on as executive vice chair. The pay committee approved one-time “promotional” awards of $250 million and $100 million, 80% of them time-vesting options and 20% performance options. The pay table, using accounting values, puts them at $621.7 million and $248.7 million. Founder Larry Ellison went from a $1 salary to $950,000, plus options reported at $117.8 million. The co-CEOs’ options are struck at $308.46 and Ellison’s at $280.07. The stock closed Oct. 30 at $130.67, so all of them are under water for now.

Ellison owns 38.2% of the stock and has pledged 413 million shares against personal loans, up from 346 million a year earlier. In September he cancelled a plan to sell stock without having sold any. Pay got 81.9% last year; if Ellison voted all his shares for, about 64% of other votes backed it. Governance chair Bruce Chizen got 76.1%, or roughly 53% outside the block.

The proxy also lists $32.2 million of Oracle sales to companies tied to Ellison and $10.4 million of purchases from them, including $7.5 million paid to F50 League. To approve the sales, the board’s independence committee gets data showing the terms are “consistent with the discounts and terms provided to unrelated customers.” Director Stephen Rusckowski bought $3.5 million of stock in September. The National Legal and Policy Center asks the board to preserve holders’ right to file proposals.

Funds’ main complaint last year was the pledge. About 20 funds that publish their reasons withheld from Chizen and Awo Ablo, the governance committee members, over “the substantial pledging activity”; Ablo fell to 83.9% from 99.1%. Both are on the ballot again, and the governance committee says the pledge poses no material risk. State Street, which opposes pay at only about 2.5% of companies, has voted its funds against Oracle’s pay two years running, and Invesco switched to against last year. Vanguard and BlackRock, the two largest holders after Ellison, backed pay.

Our read: Oracle’s business is booming, but holders haven’t seen it: the stock is down 60% since the co-CEOs took over, and the AI build-out is burning cash. Ellison owns 38% of the stock and has pledged more of it over the past year, and after last year’s protest the governance committee says the pledge poses no material risk. The board also granted the co-CEOs options it approved at $350 million and its pay table reports at $870 million, now under water. The vote to read is the one outside Ellison’s block, on pay and on Chizen and Ablo, the governance committee members funds held responsible for overseeing the pledge.

In May, chair and chief executive Linda Rendle said she would step down for health reasons. On October 28 the board named Fabian Garcia, a Unilever executive and former Revlon chief executive, to succeed her on January 5. Garcia joins the board without a holder vote, and lead director Matthew Shattock becomes independent chair. Rendle, who drew the lowest director support last year at 92.4%, still stands for a one-year term she will give up seven weeks after the meeting. Her support has fallen two years running, from 99.3%, with most funds that gave reasons citing her combined role.

Clorox lost 14.9% over three years, while the S&P 500 returned 88.5% and its pay peers a median −9.8%. Since Rendle became chief executive in 2020 the stock has lost 49.9%, while the S&P 500 returned 143.1%.

Fiscal 2026 sales fell 5%, or 8% on an organic basis, and adjusted earnings per share fell 28% to $5.53. Net earnings, down 28% as well, were hurt in part by the switch to a new U.S. business-software (ERP) system, the last stage of a digital overhaul Clorox says cost about $580 million. Cash from operations fell 38%, mostly because of a payment to end its Glad joint venture. Clorox also bought Purell maker GOJO for $2.25 billion, mostly with debt, and its debt roughly doubled to about $5.1 billion. Even against the easy ERP comparison, Clorox expects adjusted earnings per share to rise only 3% to 8% this year.

The bonus paid 54% of target and the 2023 performance units 69%. The first year of those units, which included the 2023 cyberattack, scored the 200% maximum after adjustments that took out the attack’s main effects. Rendle’s reported pay still rose to $14 million from $13.3 million.

The board also granted $13 million of one-time retention stock to four executives to get through the handover, and Garcia gets an $11 million sign-on award for pay he leaves behind at Unilever. His salary is $100,000, but severance will be figured on $1.25 million.

Clorox’s largest holders all backed pay last year, but the opposition is now aimed at the pay committee. Legal & General voted against its chair, Russell Weiner, “as part of LGIM’s escalation strategy,” and Dutch pension managers MN and PMT said pay practices had “raised concerns for two years in a row.” Weiner’s support fell to 97% from 99.3%. BNY Mellon and J.P. Morgan funds switched to against pay.

Legal & General and PGGM also objected to one-off awards; the approved policy “should be sufficient to retain and motivate executives,” Legal & General wrote. The board has since added $13 million more. After the 91% vote, the proxy says, “we continued our general approach to compensation.”

Our read: Results have gone backward under Rendle: sales, earnings and cash flow all fell last year, the stock has halved while the market more than doubled, and the outlook is for little recovery. The 54% bonus and January’s split of the chair and CEO roles are to the board’s credit. But after funds such as MN and PMT objected to its pay practices “two years in a row,” the board “continued our general approach” and then granted $13 million of one-time retention stock, the kind of award funds objected to last year, on top of an $11 million sign-on award for the incoming CEO. Watch the votes on Weiner and on pay.

Lumentum’s stock returned 2,013% over three years, against 88.5% for the S&P 500 and a 78% median for its pay peers, leaving out Wolfspeed, which went through bankruptcy in 2025. Pay got 88.9% support last year, down from 95.2% in 2024. In 2023 it got 48.6%.

Last year’s vote covered Michael Hurlston’s hiring as chief executive in February 2025: a $2 million cash sign-on bonus, $9 million of time-vesting stock and $14 million of performance shares, mostly replacing pay he left behind. Funds that published reasons cited the lack of a “robust clawback mechanism,” as Kempen put it, and awards that can vest when the stock trails peers; Legal & General and DWS also opposed Hurlston, citing his other boards, Flex and Astera Labs. The proxy says holders “have continued to voice support” and names no change made because of the vote. It points instead to “significant compensation program modifications for fiscal year 2026,” made in response to holder feedback and described in last year’s proxy, before that vote: changes to the peer group, the bonus plan and the performance shares.

Results have jumped under Hurlston: revenue rose 83% last fiscal year, the operating margin swung from a loss to 17.4%, and the stock is up 879% since he arrived, against 28.3% for the S&P 500. Payouts came in near the top. The bonus paid 186.3% of target. The new performance shares’ target was $4.55 a share of adjusted earnings; Lumentum earned $8.67 on that measure, though it lost money under standard accounting. Grants were sized at a $98.86 share price; the stock ended the fiscal year at $816.98. The board also ended early the strategic goals that made up 30% of its 2024 performance shares, scored them at 125% and turned them into stock that vests on time alone. Hurlston’s reported pay fell to $15.4 million; the SEC’s measure of pay actually paid puts it at $474 million.

Of the six largest holders, only State Street voted its funds against pay last year, a switch from 2024 by a manager that opposes pay at about 2.5% of companies; it cast the largest block of fund shares against. Robeco, Kempen, Federated Hermes, Dimensional and Neuberger Berman also switched to against.

The proxy lists “robust clawback provisions” among its practices, but the policy covers only “performance-based awards in the event of a financial restatement,” the gap Kempen cited; Hurlston’s $9 million of hiring stock vests on time alone.

Ian Small, pay committee chair since July 2023, presided over the failed 2023 vote and last year’s 88.9%, and Legal & General voted against him in 2025 as “escalation.” Pamela Fletcher took over as chair on Oct. 1. Share-plan votes have run weaker than pay votes: a 2024 amendment got 61%, with Fidelity funds casting the largest block against, and last year’s new equity plan got 82.6%.

Our read: Hurlston has turned a loss into a 17.4% operating margin, and with results like these the board should be winning pay votes easily. It has made that harder. It calls a narrow clawback robust, and it cut short a performance period and turned the goals into time-vesting stock. And after State Street, which rarely opposes pay, turned against it, the board named no change beyond the fiscal 2026 changes it had already made. Pamela Fletcher, the new pay committee chair, inherits an 88.9% vote and a clawback funds have faulted.

Sachem Head’s standstill at Performance Food Group (PFGC), and its promise to vote with the board, ended on September 13. Last year Sachem Head nominated four directors and pushed PFG to explore a merger with US Foods. In September 2025 PFG and US Foods signed an agreement to study regulatory issues and synergies, and a week later PFG settled, giving a seat to Sachem Head’s Scott Ferguson; the fund agreed to a standstill and to vote with the board. The two companies called off talks on November 24, 2025. Ferguson resigned on August 24; PFG said his decision was “not the result of any disagreement.” Sachem Head reported 3.35 million shares, about 2.1%, at June 30.

PFG returned 78.4% over three years, short of the S&P 500’s 88.5% but far ahead of its pay peers’ median 21.9%. Its closest rival, US Foods, returned 175%.

In fiscal 2026 sales rose 7.2% to $67.8 billion and adjusted EBITDA 9.2%, with $1.03 billion of free cash flow, and PFG expects adjusted EBITDA to grow 10% to 15% this year, helped by an extra week. Adjusted earnings per share rose only 1.6%.

George Holm handed the chief executive job to Scott McPherson on January 1 and stays as chair, non-executive from January 2027. Lead director Manuel Fernandez and two other directors aren’t standing, and with Ferguson gone the board drops to 10 seats from 14.

The bonus paid 150.4% of target, and the 2023 performance shares paid 143.23% on PFG’s ranking against the Russell 1000 over one, two and three years. McPherson got a $1.75 million promotion grant. For new awards, the board lowered the level at which performance shares start to pay to the 30th percentile from the 40th, though abrdn, Legal & General and Irish Life voted against pay last year because awards could already vest below the median. Holm, chief executive for half the year and then executive chair, was paid $11 million, down from $11.7 million; McPherson got $7.1 million. Holm sold about $20.5 million of stock under a trading plan.

PFG’s largest holders all backed pay last year, as did Sachem Head, which was bound by its agreement to vote with the board. BNY Mellon switched to against and cast the largest block of fund shares against; fund shares voted against pay rose to 2.7 million from 0.5 million. Kimberly Grant, who chairs the nominating committee, drew the lowest support, 96.1%, after Franklin Templeton switched against her and Legal & General cited its expectation of “at least one-third of women on the board.” Three of the 10 nominees are women. Holm, the chair, is a former chief executive and not independent.

Our read: Under Holm and now McPherson, sales and cash earnings are growing and the guidance points higher, though per-share earnings barely moved. The stock’s 78.4% over three years trails the S&P 500 and US Foods’ 175%. The board is less convincing. It loosened the pay test funds objected to and keeps a former chief executive as chair. Sachem Head was bound to vote with the board last year; with its standstill over, it is free to raise the US Foods question again. What Sachem Head does next may matter more than anything on this ballot.

Carol Burt drew the least support of any director last year, 90.3%. Three days before the meeting, she becomes lead director, succeeding the retiring Ronald Taylor. Burt, a director since 2013, also chairs the compensation committee at IQVIA. ResMed (RMD) added IQVIA to its pay peer group for fiscal 2026 in place of the smaller Dentsply Sirona; Burt isn’t on ResMed’s pay committee.

ResMed returned 72.3% over three years, behind the S&P 500’s 88.5% but ahead of its pay peers’ median 43.3%. Over the past year the stock lost 7.9%.

In the quarter to September, revenue rose 6% to $1.4 billion and earnings per share 23%, and ResMed returned more than $1 billion to holders, though free cash flow fell 10%. Since Mick Farrell became chief executive in 2013, the stock has returned 531.5%, about the same as the S&P 500’s 527.7%.

Support for pay has climbed, from 81.1% in 2023 to 84.3% and then 89.9% last year. The proxy doesn’t say what holders objected to or name a change in response; it says ResMed kept talking with holders and that any changes will apply to fiscal 2027 pay. Farrell, who is also chair, was paid $16.2 million for fiscal 2026, up 10.4%, and sold about $14.6 million of stock over the year under a trading plan. ResMed notes that his pay as measured by SEC rules, which marks awards to market, was negative $6.8 million. Half of his annual equity is performance units tied to stock returns; the other half is options and restricted units that vest over time, the units only after a profit test. Last year abrdn voted against pay, citing performance periods under three years and a relative-return threshold below the median (the 30th percentile).

Aaron Bloomer arrived as finance chief in May, and PwC replaces KPMG as auditor after a competitive review.

ResMed’s largest holders backed pay last year, and Plato, First Sentier, Nordea and Man Group switched to for. Legal & General still voted against, partly because it “does not support the use of corporate jets for private use”; for fiscal 2026 the pay committee raised Farrell’s personal-aircraft allowance to $250,000 from $200,000, citing fuel, pilot and maintenance costs. Legal & General, Allianz and Newton voted against Taylor as lead director because he had served more than 12 years; Burt has served 13, and seven funds, Legal & General, Allianz and MN among them, already treated her as not independent.

Founder Peter Farrell, 84 and the chief executive’s father, has been a director since 1989. He is also a non-officer employee, paid $345,863 for fiscal 2026, including a $300,000 salary unchanged since 2014 and set by the independent directors. With his director pay he received $680,601.

Our read: Farrell’s long record holds up: growth is steady, profits are rising, and the stock has kept pace with the market over his 13 years, though it has trailed over the past three and lost 7.9% in the past one. The board falls short of that record. ResMed has a combined chair and chief executive, his father on the board and on staff, and a new lead director with the long tenure funds objected to in her predecessor. The pay committee raised his personal-aircraft allowance to $250,000, citing costs, in the same year Legal & General voted against pay partly over private use of corporate jets. Burt’s support will show whether holders accept her as lead director.

Transocean (RIG) is paying for Valaris (VAL) in stock: 15.235 Transocean shares per Valaris share, worth $82.12 at signing, a 31.6% premium to Valaris’s $62.41 close on Feb. 6, the last full trading day before the announcement. Transocean will issue new shares equal to about 96% of its count. Its holders will keep about 53% of the combined company, assuming its exchangeable bonds due 2029 convert. Transocean’s managers stay on, with Keelan Adamson as chief executive and Jeremy Thigpen as executive chair. Valaris directors Dick Fagerstal and Kristian Johansen would replace Vincent Intrieri and Samuel Merksamer on an 11-seat board, and Famatown Finance, owner of 11.3% of Valaris, won the right to keep Johansen or a substitute there for two years.

Valaris asked for 15.600 shares; Transocean called 15.235 its “best and final proposal.” In March 2024 another bidder offered $80.08 a share, then a 9% premium, and the signing value was about 2.5% above that. The bidder came back at $58.19 in January 2026 and then dropped out. From Feb. 6 through Oct. 30, Valaris stock rose 69% and Transocean’s 29%. Over three years Transocean returned 4.7%, against 88.5% for the S&P 500 and 23% for its pay peers; Valaris returned 59.2%.

Transocean carried $5.12 billion of debt at June 30, Valaris $1.09 billion. Transocean expects more than $200 million a year of cost savings from the deal and targets leverage of about 1.5 times within 24 months. Valaris’s five top executives could collect $84.4 million, $36.4 million of it for chief executive Anton Dibowitz, mostly accelerated stock. Goldman Sachs, for Valaris, and Evercore, for Transocean, called the ratio fair.

Both votes set a high bar. Transocean needs two-thirds of the votes represented, with abstentions counted against. Valaris, a Bermuda company, needs a majority of the holders who vote, owning 75% of the shares voted, under a court-approved scheme of arrangement. Holders of about 9% of Transocean and 12% of Valaris have committed to vote for the deal.

Both businesses were slowing before the vote. In the second quarter Transocean’s revenue fell to $966 million and its adjusted EBITDA margin to 32.2% from 40.7% in the first quarter, though free cash flow doubled from a year earlier and debt fell $1.55 billion over the year. Valaris’s adjusted EBITDA fell to $97 million from $201 million a year earlier, though it was up from $67 million in the first quarter, and its backlog shrank.

Transocean holders have been turning against its pay: support fell from 98.3% in 2024 to 88.1% and then 82.7% in May, when VanEck, Fidelity International, Primecap and Dimensional, the third-largest holder, switched to against. Support for Frederico Curado, a pay committee member, fell from 98.8% to 85.5%, and VanEck voted against him both years. The deal ballot takes him and Vanessa Chang off the committee, “as part of this reorganization.” One incoming member, Bill Lacey, is finance chief of Woodward, whose board Curado joined in 2026.

The ballot also asks for a capital band of up to 126.5 million new shares for Transocean and Valaris awards and Valaris warrants, a condition of the deal; the last request for plan shares, in 2025, got 84.6%.

At Valaris, most executive stock vests at closing, including 2025 awards the board approved but under-issued by mistake and topped up on April 7; awards made after signing in the normal course become Transocean time-vesting stock and speed up only if the executive is let go. Johansen, the director Famatown can keep on Transocean’s board, was Valaris’s least-supported director in each of the past two years; Florida’s pension board said he “serves on too many boards.” The deal-pay vote is advisory.

Our read: Valaris holders get a 31.6% premium while Valaris’s earnings are falling. That is about the price another bidder offered in 2024, and far more than the $58.19 it offered in January. Their executives do well too: $84.4 million for the top five, mostly stock that vests at closing. For Transocean holders, the case rests largely on the savings: they keep about 53% of a bigger company that Transocean expects to save more than $200 million a year and to reach leverage of about 1.5 times within 24 months. Transocean’s management is paying down debt, but the stock has returned 4.7% in three years and support for its pay has fallen two years running. The deal’s committee reshuffle moves Curado, the pay committee’s least-supported member, and Vanessa Chang off it, and the Oct. 13 joint proxy names no response to May’s pay vote. Watch whether Transocean clears the two-thirds bar, and the Valaris vote on deal pay.

IREN, an Australian company that began as a bitcoin miner, now rents Nvidia chips to AI customers, including Microsoft under a $9.7 billion contract signed in November 2025. Holders who bought three years ago are up 696%. Those who bought a year ago have lost 58.9%, 71 points behind the S&P 500 and worse than the 46% median loss of its pay peers. The stock closed Oct. 30 at a 52-week low.

Fiscal 2026 revenue rose 41% to $707 million, and AI cloud revenue grew about eightfold to $129 million. But write-downs of $639 million, mostly on bitcoin-mining hardware, produced a $703 million net loss, and adjusted EBITDA fell. Since its 2021 listing the stock has lost 2%, while the S&P 500 returned 72.6%.

Co-founders and co-CEOs Daniel and Will Roberts each own 3.2% of the shares, but B Class shares give them 39.7% of the vote together. On July 1 each got 9,099,328 restricted stock units valued at $275.9 million, with no performance test, in place of equity grants until fiscal 2031. At the Oct. 30 close each grant was worth $218 million. The grants fall in fiscal 2027, so this year’s pay vote doesn’t cover them; it covers fiscal 2026, when each was paid about $50 million. Pay got 88% last year. Chair David Bartholomew wrote to holders to explain the grants.

Six series of convertible notes and a $3.6 billion package for the Microsoft chips pay for the build-out. Two ballot items renew the yearly approval Australian law requires for IREN to take back shares, rather than cash, when hedges on those notes settle.

Christopher Guzowski is the first director to stand under rules holders approved last year, which stagger the board until 2032 and leave the founders outside the rotation. The founders never stand for election, and their B Class shares carry 15 votes each until Nov. 17, 2033. Guzowski sits on the pay committee that recommended the grants. The insider-trading policy lets directors and officers pledge shares with the board’s approval.

The 88% pay vote probably overstates support among outside investors. By our count, funds that report their votes cast 22.8 million shares against pay and 4.2 million for. Those funds account for 78% of all the votes against. BlackRock, which opposes pay at about 5% of companies, voted against, as did State Street and Goldman Sachs. D. E. Shaw cast the largest block against, followed by Two Sigma and Fidelity. IREN was in our review of AI companies’ governance.

Our read: The AI pivot has yet to reach the bottom line. Revenue is growing, but write-downs produced a $703 million loss, and holders since the 2021 listing are down 2% while the market rose 73%. Outside holders have little voice. The founders never stand for election, keep 15 votes a share until 2033, and got $552 million of stock, valued at grant, with no performance test. Funds that report their votes opposed pay by more than five to one last year, by our count. Guzowski, on the committee that recommended the grants, is the only director holders can vote on. His support and the pay vote are their only say.

Also on the calendar

Voya Financial holders vote on November 24 in Toms Capital’s no-confidence referendum. 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 November 2, 2026. Returns are total returns to the Oct. 30 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.