As we head into September, a number of companies are holding shareholder meetings where investors will decide on the re-election of directors and other key items. At Boardroom Alpha, we evaluate these situations by looking at both company performance and governance practices to determine whether directors are delivering on their fiduciary duty to shareholders. Using our Voting Guidance Engine, we weigh factors such as total shareholder return (TSR), CEO track record, pay alignment, board structure, and activist risk. The result is a set of consistent, data-driven recommendations on how investors may want to approach voting at these meetings.
Looking at the table of September meetings, we see a clear split between companies generating strong outcomes for shareholders and those falling short. On the positive side, names like Casey’s General Stores (CASY), Agilysys (AGYS), Hamilton Lane (HLNE), and Darden Restaurants (DRI) all show strong returns under current leadership, limited governance concerns, and therefore merit broad support for their boards. Worthington Enterprises (WOR) also stands out with very strong short-term performance, even as declassification of the board remains an improvement opportunity.
On the other hand, several companies are under pressure. Replimune (REPL) and Under Armour (UAA) have delivered significant shareholder losses, face high activist vulnerability, and show signs of poor board accountability, leading us to recommend votes against long-tenured or entrenched directors. Conagra (CAG) is another notable case, with persistent underperformance, high activist risk, CEO pay issues, and failed say-on-pay support—all pointing to the need for board refreshment. Similarly, NetScout (NTCT) and Scholastic (SCHL) show weak returns combined with governance issues like entrenched boards and multi-class share structures, warranting targeted against votes.
There are also companies in the “watch” category. Deckers (DECK) and Korn Ferry (KFY) have delivered generally strong results over director tenures but saw recent performance or pay-alignment concerns surface, raising questions that investors should keep in mind. Quanterix (QTRX) remains challenged with steep losses and governance problems, even as activist involvement has spurred some change.
Overall, September’s meetings highlight a familiar governance theme: where performance is strong, boards generally deserve support, even if governance isn’t perfect. But where performance falters—especially when coupled with structural red flags—investors should not hesitate to withhold support from entrenched directors.
Meeting and Vote Guidance Summary
| Meeting Date |
Company | CEO Hot Seat Score |
CEO TSR | CEO Tenure (years) |
TSR 1yr/3yr/5yr |
Activist Vulnerability |
Previous Avg FOR Directors |
Latest Say-on-Pay |
Vote Guidance |
|---|---|---|---|---|---|---|---|---|---|
| 2025-09-03 | CASEYS GENERAL STORES INC (CASY)
CEO: Darren M Rebelez |
12 | 24.5 | 6.2 | 38.5% 32.3% 23.5% |
LOW | 99.1% | 97.6% | 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 |
27 | -22.4 | 1.4 | -51.2% -34.4% -27.0% |
HIGH | 95.2% | 98.0% | 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 |
18 | -23.6 | 1.4 | -35.4% -16.3% -13.2% |
HIGH | 94.7% | 99.4% | 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 |
8 | 30.6 | 8.7 | -2.8% 28.7% 33.7% |
LOW | 87.1% | 98.2% | 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-CEOs: Erik R Hirsch and Juan Delgado-Moreira |
50 | 23.1 | 1.7 | 4.2% 33.1% 18.1% |
LOW | 88.3% | 93.9% | 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 |
1 | 17.7 | 33.4 | 31.2% 16.6% 23.9% |
LOW | 74.3% | 79.5% | 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 |
37 | -19.5 | 1.1 | -23.8% 29.8% 27.8% |
ELEVATED | 98.2% | 92.2% | 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 |
25 | 15.8 | 5.8 | 16.3% 12.2% 6.9% |
ELEVATED | 98.7% | 95.0% | Vote to re-elect all board members.
Positive shareholder returns and no governance issues. |
| 2025-09-09 | NIKE INC (NKE)
CEO: Elliott Hill |
34 | -3.6 | 0.9 | -5.1% -9.1% -6.0% |
HIGH | 94.7% | 82.6% | 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 |
53 | 23.1 | 5.8 | 18.2% 35.5% % |
LOW | 94.9% | 99.1% | Vote to re-elect all directors.
Strong company performance and near completing its board declassification. |
| 2025-09-10 | INTERPARFUMS INC (IPAR)
CEO: Jean Madar |
2 | 17.2 | 28.7 | -6.6% 15.3% 22.8% |
LOW | 91.2% | 98.4% | 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 |
2 | 2.3 | 41.3 | 16.9% -8.2% 1.3% |
ELEVATED | 92.2% | 87.3% | 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)
CEO: John Mcclain Holmes III |
25 | 7.6 | 7.3 | 15.4% 19.2% 29.9% |
ELEVATED | 86.2% | 93.3% | 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 |
8 | 14.4 | 9.1 | -23.4% 14.3% 13.7% |
LOW | 96.6% | 93.2% | 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 |
29 | -0.8 | 10.4 | -34.7% -14.3% -9.1% |
HIGH | 96.7% | 44.6% | 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 |
14 | 20.8 | 3.3 | 36.2% 22.4% 21.8% |
LOW | 98.3% | 95.0% | 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 |
24 | 43.3 | 1.2 | 30.8% 38.7% 29.9% |
LOW | 93.2% | 96.8% | 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 |
10 | -4.1 | 4.1 | -15.7% -15.8% 4.8% |
ELEVATED | 96.8% | 99.9% | 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 |
6 | 6.6 | 18.2 | 4.6% 7.9% 20.8% |
ELEVATED | 97.9% | 96.4% | Vote to re-elect all board members (with 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 |
3 | 22.2 | 14.7 | 45.3% 23.8% 6.4% |
LOW | 96.3% | 86.0% | 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 | QUANTERIX CORP (QTRX)
CEO: Masoud Toloue |
66 | -42.5 | 3.5 | -65.6% -21.1% -33.6% |
LOW | 55.2% | 97.6% | Vote against directors except new members Lai-Goldman, Mendel, Magovcevic, and Elliott who have not been on the board long-enough to assess outcomes.
Significant shareholder losses, restatements/late filings, and classified board bolster case against the board. Recent Kent Lake push and cooperation agreement is welcome, but more to be done. |
| 2025-09-23 | WORTHINGTON ENTERPRISES INC (WOR)
CEO: Joseph B Hayek |
17 | 59.9 | 0.9 | 46.6% 27.2% 22.0% |
LOW | 96.3% | 84.7% | 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 |
12 | 25.3 | 9.3 | 18.5% 37.9% 25.7% |
LOW | 91.6% | 98.6% | 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 |
9 | 19.1 | 1.9 | -12.0% -1.8% 8.1% |
ELEVATED | 92.8% | 99.2% | 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 |
42 | -10.4 | 0.7 | -3.8% -9.0% -0.6% |
ELEVATED | 98.4% | 93.3% | 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. |
| 2025-09-29 | FEDEX CORP (FDX)
CEO: Rajesh Subramaniam |
26 | 3.9 | 3.3 | -20.3% 4.4% 2.6% |
HIGH | 97.8% | 90.6% | Vote against all directors except Subramaniam, Walsh, and Schwab.
Signficicant company underperformance relative to the market and peers for most director tenures. High activist risk after sustained underperformance. |
| 2025-09-30 | GENERAL MILLS INC (GIS)
CEO: Jeffrey L Harmening |
27 | 1.7 | 8.3 | -28.0% -10.8% -1.6% |
HIGH | 97.7% | 92.8% | Vote against Dorer, Henry, Morikis, and Lempres.
Negative shareholder returns, material stock price drops, elevated and fast-rising activist vulnerability, elevated CEO Hot Seat Score. |
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.