'THE DAILY CORPORATE GOVERNANCE REPORT’ (for public company boards, the C-suite and GCs)

?Please see the items below with the related links (NOTE: access to link content may be metered, require a no-charge registration or require a paid digital subscription)?

? ? ? ? ? ? ?(i) Conference Board report on (inter alia) board and committee meetings, and board committee structures, at the S&P 500 companies: The Conference Board recently released this report on boards, "Board Leadership and Structure: Spotlight on Flexibility and Transparency ", comprising the following three sections: Board Leadership; Board Meetings; and Board Committees.?Below is from the section "Board Meetings":

? ? ? ? ? ? ? ? ? ?"Despite increasing workloads, the average frequency of board meetings has dropped to below prepandemic levels. In 2022, S&P 500 companies held an average of 7.5 formal board meetings, not only down from 9.1 in 2020, when the pandemic began, but also down from 7.8 before the pandemic......Several factors may be contributing to this trend:

? ? ? ? ? ? ? ? ? ? ? ? ? ? ?-- Boards are holding more informal calls. As our discussion with corporate?governance leaders revealed, it’s now more common, as compared to the?prepandemic period, for boards to hold informal board conference calls—between regularly scheduled board meetings—in which no board decisions or minutes are taken......

? ? ? ? ? ? ? ? ? ? ? ? ?-- The flow of information has shifted.?More information is being shared with the board through portals on an ongoing basis, and not just in connection with board and committee meetings.....

? ? ? ? ? ? ? ? ? ? Below is from the section "Board Committees":

? ? ? ? ? ? ? ? ? ? "Number of Board Committees: .....As of August 2023, 74% of the S&P 500 had more than three committees (13% had six committees, 21% had five, and 36% had four.).....the percentage with six committees is steadily increasing in the S&P 500 (from 9% in 2018 to 13% in 2023)......

? ? ? ? ? ? ? ? ? ? ?"Board Committee Types: After the traditional audit, compensation, and nominating/governance committees, required by stock exchange listing standards, the most common standing committee of the board continues to be the executive committee. In the S&P 500, 32% of companies have such a committee.....?Other common board committees are?the finance committee?(27% of S&P 500...companies), science & technology committee?(14% of S&P 500 ?companies ), and risk committee?(13% of S&P 500?companies). Only 3% of S&P 500......companies have established a sustainability or ESG committee......

? ? ? ? ? ? ? ? ? ?"Allocation of ESG Responsibilities: Virtually all S&P 500....disclose assignment of ESG responsibilities to the full board and/or one or more committees. Most boards have assigned responsibility for governance (96% of S&P 500 companies) and HCM?(89%). Only 20% of S&P 500 companies....are assigning responsibility for environmental issues to the board and/or one of its committees.....

? ? ? ? ? ? ? ? ? "Frequency of Committee Board Meetings: The average frequency of board committee meetings has not changed significantly in recent years, despite the pandemic and increasing responsibilities. In 2022, in the S&P 500, each board committee held an average of 5.4 meetings per year,?down from 5.6 in 2020 but the same as 2019.....Just like the full board,?committees are leveraging informal calls and board portals to share information and stay up to date on issues where no decisions need to be made.?

? ? ? ? ? ? ? ? ? Of all committee types, audit committees meet most frequently, followed by risk committees at larger companies,?and combined compensation & nominating/governance committees at smaller companies. In 2022, audit committees held 8.2 committee meetings on average in the S&P 500.....The average number of nominating/governance committee meetings has stayed stable over time as well in both indexes and is lower than that of several other committees. This may change as nominating committees are assuming greater ESG responsibilities....."

? ? ? ? ? ? ? (ii) HBR post on the '6 kinds of board members'/the pros and cons of the 'specialist director':?

? ? ? ? ? ? ? ? ? ?(a) Below is the headnote summary of this Dec. 20 HBR post,?"6 Kinds of Board Members — and How to Influence Them ":

? ? ? ? ? ? ? ? ? ? ??"Summary.?Boards are not monolithic. They often are composed of people with different kinds of personalities. This article describes six types: the narcissist, the data chaser, the deferential, the status hound, the unprepared, and?the stakeholder champion. It offers tactics for influencing each."

? ? ? ? ? ? ? ? ? ? ? Below are from the introductory paragraphs of the post:

? ? ? ? ? ? ? ? ? ? ? ?"There are many players trying to influence boards.?Whether they are senior executives trying to get their ideas heard, consultants looking to sell business, or activist shareholders hoping to change the direction of an organization, they are all looking to influence and persuade the board.?In our decades of professional experience with boards, we have interviewed and interacted with hundreds of directors over the past 30 years and watched others attempt to be influential with boards. We set out to understand why some fail where others succeed and found two interrelated reasons.

? ? ? ? ? ? ? ? ? ? ? "First, too many forget that influencing boards is about managing a range of relationships simultaneously. Board-level influence requires taking into consideration the position of each individual director, but at the same time never forgetting that board decision-making is a collective process where it is the truth supported by others — and not just held by one individual — that wins.

? ? ? ? ? ? ? ? ? ? ? "The second and related mistake is overly focusing on power. We have seen too many times where consultants and executives spend all their energy persuading a CEO or a chair only to fail at the board level. The people in those two roles are, of course, the most individually relevant and impactful players in the boardroom. But to be successful in influencing the board, one must build a broad coalition of directors. Influencing a board entails dealing with six different types of directors. Each requires a different set of tactics:?......"

? ? ? ? ? ? ? ? ? (b) In Dec./23, this working paper of the?European Corporate Governance Institute (ECGI), "Specialist Directors ",?was published on SSRN, including the following two sections of particular interest: Section 11, "The New Board Expertise"; ?and Section III, "The Pros and Cons of the New Board Expertise", including the subsection, "The Perils of the New Board Expertise." Below is from the paper's Abstract:

? ? ? ? ? ? ? ? ? ? ? ?"What determines the effectiveness of corporate boards?.....(o)n the ground, the focus has been shifting to directors’ skill sets and experience. Investors, regulators, and courts are now pressuring companies to appoint directors with specific types of expertise. In response, more and more companies are adding what we term “specialist directors”: a DEI director, a climate director, a cyber director, and so on......This Article examines the ongoing shift in board expertise and makes the following three contributions.

? ? ? ? ? ? ? ? ? ? ? ? "First, the Article presents evidence on the scope and magnitude of the changes in board expertise......?We find that over the past few years companies have not only significantly increased their emphasis on expertise disclosure, but also added hundreds of directors with narrower, ESG-related expertise.

? ? ? ? ? ? ? ? ? ? ? ? ?"Second, the Article analyzes how these shifts in board expertise could affect corporate behavior.....It is intuitive to think of board expertise as an unalloyed good. But we merge insights from interviews with nomination committee members with insights from the literature on group decision-making, to highlight five realistic concerns arising from the current trend. The injection of new, narrow types of expertise could distort board dynamics, create “authority bias,” overly increase the size of boards, hinder efforts to promote board diversity, and result in “board washing” whereby human capital disclosure camouflages the company’s actual behavior......"

? ? ? ? ? ? ? (iii) KPMG's guides for the 2024?compensation committee and nom/gov committee agendas:?In December, KPMG posted on its Board Leadership Center?webpage its guide for the 2024 board agenda,?"On the 2024 board agenda ", and its guide for the 2024 audit committee agenda,? "On the 2024 audit committee agenda "?(see item (ii) from Dec.19/23). It has now followed this up with its guide for the 2024 compensation committee, its?"On the 2024 compensation committee agenda "; and its guide for the ?2024?the nom/gov committee, its?"On the 2024 nom/gov committee agenda ."

? ? ? ? ? ? ? ? ? ?In the case of the compensation committee, the?KPMG guide?includes "five?issues for boards to keep in mind as they carry out their 2024 agendas." Below are the five issues, each of which is discussed separately in the guide:

? ? ? ? ? ? ? ? ? "Drawing on insights from our interactions with directors and business leaders, we highlight five issues to keep in mind as compensation committees consider and carry out their 2024 agendas:

? ? ? ? ? ? ? ? ? ? ? ?-- Ensure the company’s compensation strategy is optimal given the current environment and is responsive to shareholder concerns.

? ? ? ? ? ? ? ? ? ? ? ?-- Reflect on the compensation committee’s scope, responsibilities, and membership in light of increasing expectations for board oversight of human capital management (HCM).

? ? ? ? ? ? ? ? ? ? ? ?-- Monitor regulatory developments and encourage thoughtful implementation of required changes.

? ? ? ? ? ? ? ? ? ? ? ?-- Consider whether environmental and social measures should be included in incentive plans.

? ? ? ? ? ? ? ? ? ? ? ?-- Maintain familiarity with the evolving expectations of shareholders."

? ? ? ? ? ? ? ? ? ? ?In the case of the nom/gov committee, the KPMG?guide includes?"seven issues for boards to keep in mind as they carry out their 2024 agendas." Below are the seven issues, each of which is discussed separately in the guide:

? ? ? ? ? ? ? ? ? ? ?"Drawing on insights from our latest surveys and interactions with directors and business leaders, we highlight seven issues to keep in mind as nom/gov committees consider and carry out their 2024 agendas:

? ? ? ? ? ? ? ? ? ? ? ? ?-- Lay the foundation to support agility in the board’s guidance and oversight.

? ? ? ? ? ? ? ? ? ? ? ? ?-- Revisit the board’s committee structure and workload distribution.

? ? ? ? ? ? ? ? ? ? ? ? ?-- Enhance the committee’s focus on board composition.

? ? ? ? ? ? ? ? ? ? ? ? ?-- Impose high standards for individual director effectiveness and education.

? ? ? ? ? ? ? ? ? ? ? ? ?-- Holistically reevaluate oversight of the company’s sustainability messaging.

? ? ? ? ? ? ? ? ? ? ? ? ?-- Set the tone for board and committee leaders.

? ? ? ? ? ? ? ? ? ? ? ? ?-- Sharpen communication to address investor needs."

? ? ? ? ? ? ? (iv) hedge fund activism roundup: Disney enters into information sharing arrangement with activist hedge fund ValueAct Capital/cooperation agreement with activist hedge fund Starboard Value/press release and precedent of the day (with disclosure of the compensation to be paid to two new directors):?

? ? ? ? ? ? ? ? ? ? (a) On Dec.14/23, Nelson Peltz's activist hedge fund Trian Fund Managementformally?announced in?this press release ?that it had launched a proxy fight against The Walt Disney Co.,?nominating two candidates for election to the?Disney?board at the company's 2024 AGM (see item (iii) from Dec. 18/23). Last Wednesday, Disney announced in this press release that, in its proxy fight with Trian, it "had secured the backing of another notable activist hedge fund, ValueAct Capital", with whom it had entered to an information sharing arrangement, as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?"The Walt Disney Company and ValueAct Capital Management, L.P. have entered into a confidentiality agreement that enables the company to provide information to the investment firm and consult with ValueAct on strategic matters, including through meetings with the Disney Board and management.....

? ? ? ? ? ? ? ? ? ? ? ? ?"ValueAct Capital has a track record of collaboration and cooperation with the companies it invests in, and its Co-CEO Mason Morfit has been very constructive in the conversations we’ve had over the past year. We welcome their input as long-term shareholders,” said Robert A. Iger, Disney’s Chief Executive Officer.....ValueAct has confirmed it will support the Disney Board of Directors’ recommended slate of nominees for election to the Board at the 2024 Annual Meeting."

? ? ? ? ? ? ? ? ? ? ? ? ?Interesting to note that shortly after releasing the above press release, Disney issuedthis other press release confirming that another significant Disney shareholder, Blackwells Capital had nominated its own 3 directors to the Disney board (at the same time Blackwells inthis press release last Wednesday slammed Nelson Peltz's proxy fight, and calling on him to "immediately end his backward-looking, adventitious campaign), as follows:

? ? ? ? ? ? ? ? ? ? ? ? "The Walt Disney Company confirmed today that Blackwells Capital LLC, together with its affiliates, has provided notice of its intent to nominate three individuals for election to the Company’s Board of Directors at the 2024 Annual Meeting of Shareholders.....The Governance and Nominating Committee, which evaluates director nominations, will review the proposed Blackwells nominees and provide a recommendation to the Board as part of its governance process. The Company expects to file preliminary materials with respect to the 2024 Annual Meeting of Shareholders with the Securities and Exchange Commission, which will include the Board’s recommended slate of director nominees. Disney shareholders are not required to take any action at this time."

? ? ? ? ? ? ? ? ? ? ? (b) Nasdaq-listed Bloomin' Brands, Inc.,?owner of several U.S. casual dining restaurant chains, announced last Tuesday in this press release that it had entered into a Cooperation Agreement with activist hedge fund Starboard Value (which disclosed this August that it had acquired an almost 10% interest in the company), and was forming an Operating Committee of the Board,?as follows:

? ? ? ? ? ? ? ? ? ?"Bloomin’ Brands, Inc. today announced the appointment of Dave George, former Chief Operating Officer of Darden Restaurants, and Jon Sagal, Partner at Starboard Value LP,to the Company’s Board of Directors, effective immediately. These appointments have been made in connection with a cooperation agreement entered into between the Company and Starboard, which owns approximately 9.7% of the Company’s outstanding common stock, and reflect the Company’s ongoing commitment to constructive shareholder engagement......

? ? ? ? ? ? ? ? ? ? ?"Jeffrey Smith, Chief Executive Officer and Chief Investment Officer of Starboard, commented, “Throughout the course of our engagement with Bloomin’ Brands, we have appreciated the collaborative and open dialogue we have had with members of the Board and management team......(W)e look forward to working closely with the Company to drive further operational and financial improvements and enhance value for shareholders.”

? ? ? ? ? ? ? ? ? ? "In addition, the Company today announced the formation of an Operating Committee of the Board. This Committee will work with management to identify and recommend opportunities for further improvement related to various corporate and operational matters. Dave George will serve as the Chair of the Committee, and Jon Sagal and current directors Mike Mohan and John Mahoney have been appointed as members.?Under the cooperation agreement, Starboard has agreed to customary standstill, voting and other provisions....."

? ? ? ? ? ? ? ? ? ? This is the Cooperation Agreement ?between the company and Starboard, as summarized in the related Current Report filed with the SEC, which also discloses the compensation to be paid to the two new directors, as follows:

? ? ? ? ? ? ? ? ? ? ?"As non-employee directors, Mr. George and Mr. Sagal will be entitled to receive the standard cash and equity compensation for non-employee directors, as follows:

? ? ? ? ? ? ? ? ? ? ? ? ?--?$95,000 annual retainer for service on the Board; and

? ? ? ? ? ? ? ? ? ? ? ? ?-- annual award of restricted stock units of the Company with a fair market value equal to $155,000.

? ? ? ? ? ? ? ? ? ? ? "The cash and equity compensation described above will be pro-rated based on the date Mr. George and Mr. Sagal are appointed to the Board. The award of restricted stock units described above will vest on the date of the first annual meeting of stockholders following the grant date. Mr. George and Mr. Sagal are also entitled to receive reimbursement of their reasonable travel expenses incurred in connection with their attendance at Board and committee meetings."

? ? ? ? ? ? ? ? ? ?(c) Note also this Globe and Mail article this morning, "In Canada, shareholders face a stacked deck when they take on company management ", and this?FT article over the weekend, "Activist investors mount record number of attacks against companies. " Below are the opening two paragraphs of the FT article:

? ? ? ? ? ? ? ? ? ? ? "Companies faced a record number of attacks from activist investors in 2023 as disgruntled shareholders sought to oust directors or force the sales of businesses whose share prices had languished.?

? ? ? ? ? ? ? ? ? ? ? "There were 252 new campaigns globally, according to a report by investment bank Lazard, a 7 per cent increase on the previous year. Few companies were safe from scrutiny, with a broad range of activists targeting blue-chip businesses such as Walt Disney, Salesforce and Starbucks....."?

? ? ? ? ? ? ? ? ? ? ? ?And below are the concluding three paragraphs:

? ? ? ? ? ? ? ? ? ? ? ?"Over the past year there has also been a resurgence in multiple hedge funds swarming around the same target. At one point Salesforce had seven activists on its shareholder register, according to people familiar with the company, including ValueAct, Elliott and Third Point.??

? ? ? ? ? ? ? ? ? ? ? “There had been this discussion of the wolf packs that would attack small companies but rarely would you see those campaigns at a large cap company because it was hard to get a hold of enough shares and manage the process,” said Bruce Goldfarb, founder of proxy solicitation firm Okapi Partners.?

? ? ? ? ? ? ? ? ? ? ? “Now there are a number of activist hedge funds who have to take larger positions to be impactful for their investors so they end up at the same targets, often without any collective action.”

? ? ? ? ? ? ? ? ? ?Below is from the Globe and Mail article noting?how votes are tabulated at shareholder meetings in Canada v. the U.S.:

? ? ? ? ? ? ? ? ? ? "Public companies (in Canada).... benefit from some key regulatory advantages, including a lack of independent vote-counting for shareholder meetings. Almost all shareholder votes are tabulated by a company’s transfer agent with direction from the chair – often a company insider – who gets to decide what votes are accepted and rejected. The Securities Transfer Association of Canada provides guidelines for the counting of votes; however, there is no regulatory requirement to follow those guidelines.

? ? ? ? ? ? ? ? ? ?"In contrast, the?United States?employs a different approach. An independent inspector of elections is responsible for tabulating all of the votes received at shareholder meetings, providing for a higher level of impartiality in the process. They make efforts to ensure that every shareholder vote that is received is counted regardless of how its been voted....."

? ? ? ? ? ? ? ?(v) Disney's new employment agreement with its chief legal officer/SEC filing and?precedent of the day: On Dec.21/2, The Walt Disney Company entered into this Employment Agreement/Indemnification Agreement ?with?Horacio Gutierrez, the latter to serve as Disney's?Senior Executive Vice President, General Counsel and Secretary for a term ending on Dec. 31/24.On Dec. 22/23, Disney disclosed in this Current Report filed with the SEC that Horacio?Gutierrez and the company had entered into this Amendment to?the said Employment Agreement/Indemnification Agreement, inter alia changing Gutierrez'?title to "Chief Legal and Compliance Officer?",?as follows:

? ? ? ? ? ? ? ? ? "On December 21, 2023, a subsidiary of The Walt Disney Company and Horacio E. Gutierrez, the Company’s Senior Executive Vice President, General Counsel and Chief Compliance Officer, entered into an amendment to Mr. Gutierrez’s employment agreement.?Pursuant to the Amendment, the term of Mr. Gutierrez’s employment agreement was extended to December 31, 2026; Mr. Gutierrez’s title was changed to Senior Executive Vice President, Chief Legal and Compliance Officer of the Company; and it was agreed that he will continue to report solely and directly to the Chief Executive Officer of the Company.?

? ? ? ? ? ? ? ? ? ?"The Amendment also increased Mr. Gutierrez’s annual base salary to $1,500,000,effective on January 1, 2024, with future increases at the Company’s discretion, and increased his target long-term equity incentive annual award value to 600% of his base salary, commencing with the Company’s current fiscal year. Mr. Gutierrez’s target bonus award value as a percentage of his base salary was unchanged."

? ? ? ? ? ? ? (vi) (other)?press releases of the day:

? ? ? ? ? ? ? ? ? (a) NYSE-listed Marathon Petroleum Corp. (MPC) announced on Dec. 21 in this press release ?changes to its executive management team, with the current CFO becoming President, a subsidiary CFO becoming the new CFO,?with the current President and CEO to continue as CEO,?as follows:

? ? ? ? ? ? ? ? ? ? ? "Marathon Petroleum Corp. President and Chief Executive Officer Michael J. Hennigan?today announced changes to the executive management team of MPC,?effective January 1, 2024. Maryann T. Mannen, executive vice president and chief financial officer of MPC, has been appointed president of MPC. Hennigan will continue to serve as MPC's CEO,?as well as the chairman, president and chief executive officer of the general partner of MPLX LP. (listed on the NYSE).

? ? ? ? ? ? ? ? ? ? ? "As MPC president, Mannen will have oversight responsibility for the nation's largest refining business, commercial performance, and the health, environment, safety and security function.?She also will continue to serve as a member of the board of directors of the general partner of MPLX......Succeeding Mannen,?John J. Quaid,?executive vice president and chief financial officer of the general partner of MPLX, has been appointed executive vice president and chief financial officer of MPC.?He also will continue to serve as a member of the board of directors of the general partner of MPLX......Mannen and Quaid will continue reporting to Hennigan in their new roles."

? ? ? ? ? ? ? ? ? ?Compensation arrangements for the new President and the new CFO?are disclosed in the related Current Report filed with the SEC;

? ? ? ? ? ? ? ? ?(b) Intel Corporation announced last Wednesday in this press release ?a new head of AI, reporting to the CEO and becoming a member of the company's executive leadership team, as follows:

? ? ? ? ? ? ? ? ? ? ? ?"Intel Corporation today announced the appointment of Justin Hotard as executive vice president and general manager of its Data Center and AI Group (DCAI), effective Feb. 1. He joins Intel with more than 20 years of experience driving transformation and growth in computing and data center businesses, and is a leader in delivering scalable AI systems for the enterprise.?

? ? ? ? ? ? ? ? ? ? ? ? "Hotard will become a member of Intel’s executive leadership team and report directly to CEO Pat Gelsinger. He will be responsible for Intel’s suite of data center products spanning enterprise and cloud, including its Intel? Xeon? processor family, graphics processing units (GPUs) and accelerators. He will also play an integral role in driving the company’s mission to bring AI everywhere......Most recently, Hotard served as executive vice president and general manager of High-Performance Computing, AI and Labs at Hewlett Packard Enterprise (HPE)......He succeeds Sandra Rivera, who, on Jan. 1, became the chief executive officer of the?Programmable Solutions Group, an Intel standalone business."

? ? ? ? ? ? ? ? ?(c) On Oct. 16/23,?CVS Health?Corp.?announced in?this press release ?that its?CFO Shawn Guertin?was?"taking a leave of absence from his role due to unforeseen family health reasons",?with the Senior VP, Corporate Finance, Tom Cowhey,?to become interim CFO (see item (iv) from Oct. 16/23).??Last Friday,?CVS Health Corporation announced in this press release ?"leadership appointments", including appointing current interim CFO Tom Cowhey?as permanent CFO, as follows:?

? ? ? ? ? ? ? ? ? ? ? "CVS Health?today announced several leadership updates, effective immediately:

? ? ? ? ? ? ? ? ? ? ? ? ? ?--?Senior Vice President of Corporate Finance and interim CFO,?Tom Cowhey, has been formally appointed the company's next CFO....

? ? ? ? ? ? ? ? ? ? ? ? ? ?--?CVS Health announced on?October 13, 2023?the interim appointments, and that?Shawn Guertin?would be taking a leave of absence. Guertin will be stepping down from his roles due to family health reasons and will remain on personal leave and will leave the company on?May 31, 2024.....

? ? ? ? ? ? ? ? ? ? ? "CVS Health President and CEO?Karen S. Lynch....continued.?"We fully support Shawn and his need to prioritize his family during this time. We thank Shawn for all the contributions he has made as a valuable member of our team."

? ? ? ? ? ? ? ? ?(d) Xerox Holdings Corporation announced last Wednesday in this press release ?"a new operating model and organizational structure to further the company’s Reinvention", including the appointment of a new Chief Legal Officer and Corporate Secretary to be part of the new "Xerox Executive Leadership Team"?named in the press release, as follows:

? ? ? ? ? ? ? ? ? ? ? "Xerox Holdings Corporation?today announced a new operating model and organizational structure to further the company’s Reinvention......

? ? ? ? ? ? ? ? ? ? ? ? ?"New organizational structure to support strategic execution:?The company has redesigned and realigned its executive team to support the new operating model. Effective immediately, John Bruno will lead the enterprise alignment of Print, Digital Services, and IT Services businesses. Louie Pastor returns to Xerox as Chief Transformation & Administrative Officer, charged with overseeing the Xerox Reinvention Office and the newly established Global Business Services organization. Flor Colon, has been appointed Chief Legal Officer and Corporate Secretary.?The new Xerox Executive Leadership Team includes:

? ? ? ? ? ? ? ? ? ? ? ? ? ? –?John Bruno – President & Chief Operating Officer

? ? ? ? ? ? ? ? ? ? ? ? ? ? – Xavier Heiss – Chief Financial Officer

? ? ? ? ? ? ? ? ? ? ? ? ? ? – Louie Pastor – Chief Transformation & Administrative Officer

? ? ? ? ? ? ? ? ? ? ? ? ? ? – Deena Piquion – Chief Growth & Disruption Officer

? ? ? ? ? ? ? ? ? ? ? ? ? ? – Jacques-Edouard Gueden – Chief Channel & Partner Officer

? ? ? ? ? ? ? ? ? ? ? ? ? ? – Fred Beljaars – Chief Delivery & Supply Chain Officer

? ? ? ? ? ? ? ? ? ? ? ? ? ? – Suzan Morno-Wade – Chief Human Resources Officer

? ? ? ? ? ? ? ? ? ? ? ? ? ? – Flor Colon – Chief Legal Officer & Corporate Secretary

? ? ? ? ? ? ? ? ? ? ? ? ? ? – Chris Fisher – Chief Strategy Officer......"

? ? ? ? ? ? ? ? ?(e) NYSE-listed, health and wellness company Herbalife Ltd. announced last Tuesday in this press release ?the promotion of its Chief Strategy Officer to the position of President "as part of the Company’s management succession planning process", as follows:

? ? ? ? ? ? ? ? ? ? ? ?"Herbalife, a premier health and wellness company, today announced the appointment of Stephan Paulo Gratziani to President, effective January 2, 2024, as part of the Company’s management succession planning process. Mr. Gratziani will continue to report directly to Chairman and Chief Executive Officer, Michael Johnson.....In his new role, Mr. Gratziani will partner with the Company's three Regional Presidents and the regional teams to drive transformative change and implement strategic initiatives that are central to the Company’s top-line sales growth. The three Regional Presidents will report directly to Gratziani......"

? ? ? ? ? ? ? ? ? ?Compensation arrangements with the new President are disclosed in the related Current Report filed with the SEC;

? ? ? ? ? ? ? ? (f) TSX-listed Hydro One Limited?announced last Tuesday in this press release that its CFO was stepping down to "pursue other opportunities", as follows:

? ? ? ? ? ? ? ? ? ? ?"Today Hydro One Limited announced that?Chris Lopez?intends to step down as Executive Vice President and Chief Financial and Regulatory Officer, to pursue other opportunities as of?June 30, 2024. The company will now embark on an internal and external search for his replacement.....Chris Lopez?will remain in his position as Executive Vice President and Chief Financial and Regulatory Officer while the search for his replacement is underway";

? ? ? ? ? ? ? ? ? (g) NYSE-listed,?global aerospace and defense company?General Dynamics Corp. announced last Friday in this press release certain "personnel moves", including the senior VP, Human Resources and Administration, transitioning to CFO, and the?executive VP, Technologies and CFO moving from this joint role to "focus exclusively on the operating duties of the Technologies group",?as follows:

? ? ? ? ? ? ? ? ? ? ??"General Dynamics?announced today that?Mark Roualet, who currently serves as executive vice president of Combat Systems, has informed the company that he will retire in April. He will be succeeded by?Danny Deep, who currently serves as president of General Dynamics Land Systems, effective?April 15......

? ? ? ? ? ? ? ? ? ? ? "General Dynamics also announced today that?Jason Aiken, who currently serves as executive vice president of Technologies and chief financial officer, will move from his joint role to focus exclusively on the operating duties of the Technologies group, effective?February 15......Kim Kuryea, currently senior vice president of Human Resources and Administration, will become the company's CFO, also effective?February 15.....Kuryea will be replaced by?Shane Berg, who currently serves as senior vice president of Planning and Development.....

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