Shareholder proposal on an independent report on the due diligence process

The matter

A shareholder proposal filed by The Presbyterian Church (U.S.A.) as lead filer asks the board to commission an independent third-party report on the due diligence Palantir uses to judge whether customers' use of its defense-related products contributes to human rights harms or breaches of international humanitarian law. The report would exclude proprietary information and would cover how such risks are assessed, mitigated and remedied. The board recommends a vote against.

Standard at the meeting

Majority of the voting power of the shares present or represented by proxy and entitled to vote thereon

An abstention

counts as a vote against

A broker non-vote

has no effect

Routine for brokers

no

Read from that filing/where the two differ, the filing governs/the board recommendation is context and changes no record

Intent, not a shareholder vote/weights are re-read at the cutoff, and can only fall