Boardroom Alpha

1/ Dan Loeb's Third Point just went active on a $384M former SPAC — and says the business is "strong, but not of a scale to support its current overhead." It wants a sale process. $SRTA 🧵

Bergeron took Ethan Allen's board 3-2. Kathwari — chair and CEO since 1988 — is out. Now: who runs the company? $ETD boardroomalpha.com/research/…

What Walmsley inherits at HP: 9% over five years vs 74% for the S&P, a shrinking printer business, and a chair who was CEO until her first day. Questions: pay vs returns, $27M Broussard award, $MSFT board seat. $HPQ boardroomalpha.com/research/…

2/ The equity plan — 10M more shares plus automatic increases through 2036 — passed at 79.5%, with 49.0M against. Same bloc, same message. But with Siebel controlling 48.9% of the vote, passage was never in doubt. boardroomalpha.com/research/…

1/ C3.ai's $AI vote results are in — and shareholders did push back. Pay passed with 79.6% support, down from 86.2% last year. Pay-committee chair Stephen Ward drew 48.3M withheld votes: just 79.8% support.

Bergeron's "then what?" at Ethan Allen: Stefanie Tsen Ward as interim CEO, a 100-day plan, Kathwari as non-voting Chairman Emeritus — if all five win Nov 4. ISS backs removing only Kathwari + Sable: a seat or two, not the sweep that plan needs. $ETD boardroomalpha.com/research/…

Toms Capital says Voya lobbied the SEC to kill its Nov. 24 no-confidence vote — and Voya is withholding the letters. A board that returned 5% in three years (S&P 500: 79%) should run a review of alternatives, not fight the vote. $VOYA boardroomalpha.com/research/…

Mattel signs cooperation agreement with EdgePoint (17.7%) out just as Southeastern considers a fight in order to push a sale. $MAT boardroomalpha.com/research/…

5/ Who should worry: holders of the AI hosts. Applied Digital, CoreWeave, TeraWulf and Hut 8 each stack three or more flags — pledge loans with undisclosed amounts, forwards that cap insider losses, insider control, weak controls. The insiders took cash out and kept the votes. $WULF Our review: boardroomalpha.com/research/…

4/ The selling is broad: CoreWeave insiders sold $2.9B, Oklo's co-founders $190M+, C3.ai's Siebel $70M. Insiders hold over half the vote at six companies. $CRWV

3/ Forwards are the quiet hedge. Hut 8's strategy chief took $58.3M up front on 1.5M shares; the CEO posted that he "did not sell" — the Form 4 a day later called it a prepaid forward, and the stock fell 7.3%. $HUT At Cipher, Bitfury's forwards are settling below their floors, every share to the dealers. $CIFR

2/ The sharpest pledge isn't the biggest. Applied Digital CEO Wes Cummins pledged 75% of his holding — $340M now, $873M at the high — for a JPMorgan margin line signed in July. The bank can sell the pledged shares without notice. The stock is 37% lower than the day he signed.

1/ We reviewed 51 AI companies. Their insiders sold $15.5B of stock in a year, pledged $71B for loans whose size shareholders aren't told, and hold 10 open prepaid forwards. The stocks are a median 38% off their highs — the borrowing was done nearer the top. $APLD 🧵

The $MDT votes are in — and the board took the hit. Lead director Craig Arnold's dissent deepened to 16% (from 13%), the heaviest no on the ballot. Powell's rose to 12%. Pay held at ~94%; Item 5 passed at 93%.

Activist Bergeron has a real chance to take seats at Ethan Allen. The real prize is picking the next CEO — the chair is 82 and has run it since 1988. $ETD boardroomalpha.com/research/…

4/ C3.ai wants 10M more shares for equity awards and annual reserve increases of up to 7% through 2036—potentially ~67M more shares of capacity. The plan also permits option repricing without a shareholder vote. boardroomalpha.com/research/…

3/ Stock-based compensation was $264M vs. $250M in revenue. Stephen Ehikian received $36.2M in reported pay for eight months as CEO. Siebel received $23M in new awards without operating-performance targets.

2/ Last year's pay vote passed with 86.2% support. Exclude Siebel's votes, and we estimate support was just ~48%. CalSTRS and Illinois have disclosed 2026 votes against pay and the equity plan, and withheld from two directors.

1/ C3.ai shares are down 76% in five years. Shareholders vote Monday on pay, directors and more stock awards. But CEO Tom Siebel controls 48.9% of the vote. Shareholders may not change the outcome, but they can make their objections heard. $AI 🧵

The $TTD repricing passed, as expected — but 232M shares voted no, about 35% of the vote. With the CEO controlling 50.2% on his own, roughly two-thirds of everyone else voted no. New strike: $12.26, the Oct 19 close.