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AT&T Sued Over Blocked Diversity Vote

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AT&T is facing a lawsuit from four New York City public pension funds that claim the company improperly prevented shareholders from voting on a proposal related to workforce diversity disclosures.

The funds allege that AT&T refused to include their proposal in its 2026 annual shareholder meeting agenda. The proposal sought public disclosure of the demographic breakdown of the company’s 133,000 employees by race, ethnicity, and gender.

According to the complaint filed in Manhattan federal court, AT&T justified the exclusion by citing a recent U.S. Securities and Exchange Commission policy change that allows companies to omit shareholder proposals if they believe there is a reasonable basis to do so.

The pension funds argue that SEC rules do not permit such a move and claim the decision harms shareholders by limiting transparency. They are seeking to block AT&T from distributing proxy materials that exclude the proposal.

The complaint notes that AT&T previously disclosed workforce diversity data publicly between 2021 and 2023, but stopped doing so in 2024 without explanation, despite continuing to submit the information to federal regulators.

Starboard Targets Tripadvisor Board Shake-Up

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Activist investor Starboard Value is preparing to seek a major restructuring of Tripadvisor’s board, aiming to nominate a majority slate of directors to the company’s eight-member leadership team.

Starboard, which has built a stake of over 9% in the travel platform, is expected to outline its plans in a formal letter to the board. The move follows mounting pressure on Tripadvisor’s management after its shares dropped nearly 46% over the past year, recently hitting a record low.

The hedge fund has previously encouraged the company to consider selling TheFork, its restaurant booking business, as part of broader strategic changes.

The potential board overhaul signals rising investor frustration over performance and governance as Tripadvisor grapples with declining market confidence.

Tesla Board Warns Shareholders: Approve Musk’s Record Pay Deal—or Risk Losing Him

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Tesla’s board of directors has issued its starkest message yet to investors: approve CEO Elon Musk’s nearly $878 billion stock-based compensation package—or risk his departure and a potential collapse in Tesla’s market value. Shareholders are set to vote on Thursday in what is shaping up to be one of the most consequential corporate pay decisions in history.

The proposal ties Musk’s potential payout to Tesla reaching an $8.5 trillion market capitalization over the next decade, a goal that would make him the first CEO in history to earn close to $1 trillion. Even if he falls short of some milestones, Musk would still collect tens of billions in stock awards.

Supporters argue that Musk’s leadership and vision justify the extraordinary package, crediting him with transforming Tesla into a $1.5 trillion company that dominates the electric vehicle sector and is pivoting toward artificial intelligence, robotaxis, and humanoid robots. “If the stock goes up sixfold, I’ll make a fortune too,” said investor Nancy Tengler. “Why should I care what Musk makes if he delivers?”

Critics, however, see the deal as a governance nightmare. The California Public Employees’ Retirement System (CalPERS) and Norway’s sovereign wealth fund have both announced they will vote against it, citing the concentration of power and shareholder dilution. Corporate governance expert Charles Elson said the board was being “held over a barrel by a superstar CEO.”

Board Chair Robyn Denholm has defended the deal, warning shareholders that without Musk, Tesla could “lose significant value.” Harvard professor Krishna Palepu argued that the proposal aligns Musk’s interests with shareholders, as he must achieve substantial growth before collecting the payout.

The outcome may hinge on Musk’s own 15% stake, which Texas law allows him to vote—unlike under Tesla’s prior Delaware incorporation. Critics say this, along with Texas’ new litigation rules that make it harder for investors to sue, stacks the deck in Musk’s favor.

“The board is facing a classic holdup,” said Cornell law professor Charles Whitehead. “They’ve bet the company on one man—and have no plan if he walks away.”