The Investigative Journal’s weekly review of notable corporate filings lodged with the U.S. Securities and Exchange Commission. Every figure below is drawn from a public record, with links to the underlying document. Advisory votes are non-binding; allegations by third parties are identified as such.
Two mid-cap technology and biotechnology companies absorbed rare shareholder rebukes on executive pay this proxy season, according to results now on file at the SEC, while a cluster of insiders at one of 2025’s largest initial public offerings cashed out roughly $50 million in stock and a struggling closed-end fund drew a first-ever activist challenge. Below, seven disclosures from the past two weeks that reward a close read — and a few that warrant deeper scrutiny.
1. Shareholders reject executive pay at Skyworks and Arrowhead
Say-on-pay votes almost never fail. Historically, average shareholder support for executive compensation across large U.S. companies runs above 90%, and in a typical year fewer than roughly 3% of companies see their pay packages voted down. That context makes two 2026 results stand out. At Skyworks Solutions (NASDAQ: SWKS), the advisory vote on named-executive compensation drew 54,203,161 shares in favor against 54,542,944 opposed — support of about 49.8%, just short of a majority, according to the company’s Form 8-K reporting the May annual-meeting results.
At Arrowhead Pharmaceuticals (NASDAQ: ARWR), the rejection was more emphatic. The company’s Form 8-K shows the say-on-pay proposal drew 41,625,740 votes for and 59,963,903 against — roughly 41% support — at its March 19 meeting. The filing states plainly that every proposal passed “other than the Say-on-Pay Proposal.” Directors were re-elected, but one nominee, Michael Perry, drew more than 31 million withheld votes, a signal of concentrated investor discontent.
Say-on-pay votes are advisory and do not obligate either board to change compensation. But a sub-50% result is the bluntest instrument shareholders possess short of voting out directors, and it typically forces enhanced engagement and, often, pay-plan revisions the following year. Both companies now face pressure to respond in their 2027 proxy statements. Neither board had publicly detailed a remediation plan as of this filing.
2. Goldman Sachs approves a $47 million package — but a quarter of votes said no
The contrast with the largest issuers is instructive. Goldman Sachs set Chairman and CEO David Solomon’s 2025 total compensation at $47 million, up from $39 million a year earlier — a third consecutive raise of 20% or more, according to reporting by Banking Dive summarizing the firm’s proxy. The package comprised a $2 million base salary, $31.5 million in performance stock units, $10.1 million in cash and $3.4 million allocated to the firm’s carried-interest program.
Shareholders approved the package at the April 29 annual meeting, but not overwhelmingly. Goldman’s Form 8-K records 153,743,916 votes for and 63,974,950 against the advisory pay resolution — about 71% support, well below the 90%-plus norm and a signal that a meaningful minority of institutional holders remain uneasy with the trajectory of Wall Street pay. For a benchmark, $47 million would place Solomon among the best-paid chief executives of the six largest U.S. banks. Records indicate the vote passed comfortably, but the roughly 29% opposition is itself a disclosure worth tracking.
3. Moderna adds a veteran CFO to its board and audit committee
Moderna (NASDAQ: MRNA) disclosed on July 8 that its board appointed Michael McDonnell as a Class II director effective the same day, and named him to the audit committee, per the company’s Form 8-K. McDonnell brings more than 35 years of financial leadership: he served as chief financial officer of Biogen from 2020 through February 2025 and previously as CFO of IQVIA Holdings, Intelsat and EchoStar. The filing also notes a committee reshuffle, with director David Rubenstein moving from the audit committee to nominating and corporate governance.
Board additions are routine, but the substance here is the deliberate injection of public-company financial expertise onto the audit committee of a company navigating post-pandemic revenue normalization. Investors reading this filing should watch whether McDonnell’s arrival presages sharper cost discipline or changes to financial reporting oversight in coming quarters.
4. CoreWeave insiders sell roughly $50 million — under pre-set trading plans
Three senior executives at AI-cloud provider CoreWeave (NASDAQ: CRWV), one of 2025’s highest-profile IPOs, reported stock sales in the final days of June and first days of July. CEO and President Michael Intrator’s Form 4 shows sales on June 30 totaling roughly 386,000 shares at prices between about $94.66 and $99.54, for aggregate proceeds of approximately $37.7 million. Chief Strategy Officer Brian Venturo and Chief Development Officer Brannin McBee filed parallel Form 4s reporting their own multimillion-dollar sales in the same window.
Context matters here, and the filings supply it: each transaction was executed under a Rule 10b5-1 trading plan, the pre-scheduled arrangement that allows insiders to sell on a fixed timetable and is generally understood as a routine liquidity mechanism rather than a directional bet on the stock. Most of the disposed shares were acquired the same day through option exercises and share conversions — a classic exercise-and-sell pattern. Intrator retained roughly 3.1 million shares after the transactions. The disclosure is nonetheless notable for its scale and for the clustering of three C-suite sellers within days of one another at a company still less than 18 months into public life.
5. International Battery Metals swaps auditors, discloses a past material weakness
Auditor changes are among the most underread disclosures on EDGAR, and they occasionally flag friction over financial reporting. International Battery Metals (OTCQB: IBATF), a Houston-based lithium-extraction company, disclosed in a Form 8-K that its audit committee dismissed CBIZ CPAs P.C. on June 24 and engaged Grant Thornton LLP for the fiscal year ending March 31, 2027.
The filing states there were no disagreements with the outgoing auditor on accounting principles or disclosures. It does, however, note one prior “reportable event”: during fiscal 2025, management identified a material weakness in internal control over financial reporting relating to the capitalization of capital assets and the determination of their useful lives. The company says it remediated that weakness during fiscal 2026, as described in its Form 10-K. The disclosure is clean on its face, but a move to a larger audit firm following a control weakness is the kind of transition that merits monitoring in subsequent filings.
6. An activist takes aim at Equus Total Return
A beneficial owner of approximately 5.61% of Equus Total Return (NYSE: EQS), a small business-development company, filed a Schedule 13D on June 23 accompanied by an open letter calling for board accountability and a strategic review — what the filer describes as the first public challenge to the board in the fifteen years the current management has been in place.
The letter, which states that every figure it cites is drawn from Equus’s own SEC filings, alleges five consecutive years of net investment losses, no dividend since 2009, and a share price that fell below the NYSE minimum listing threshold. It states that net asset value per share declined to $1.19 as of December 31, 2025, down from $3.55 two years earlier, and that total fund NAV fell from roughly $48.2 million at year-end 2023 to about $16.6 million at year-end 2025 — a decline of roughly 65%. These are the filer’s characterizations of the company’s record; Equus’s board had not publicly responded as of the filing, and shareholders were pointed to the company’s own proxy materials. The 13D landed a week before the fund’s June 30 annual meeting, making the coming weeks a live test of whether the campaign gains traction.
7. Moog expands its board with an industrial-motion veteran
Defense and aerospace supplier Moog Inc. (NYSE: MOG.A, MOG.B) disclosed in a Form 8-K that it elected Carl R. Christenson as a Class A director effective July 1, expanding the board from nine to ten members. Christenson has served on the board of IDEX Corporation since 2019 and was chairman and CEO of Altra Industrial Motion from 2009 to 2023, where he oversaw acquisitions and operational improvements before Altra’s sale.
The addition deepens the board’s manufacturing and mergers-and-acquisitions expertise at a company positioned in precision motion and fluid-control systems for defense and aerospace customers. Board expansions can dilute or refresh oversight depending on the incumbent mix; investors should read the addition alongside Moog’s next proxy for a clearer view of committee assignments and independence.
Disclosures that warrant deeper investigation
Several threads from this week’s filings merit follow-up. First, the back-to-back say-on-pay defeats at Skyworks and Arrowhead raise a structural question TIJ intends to track: whether mid-cap technology and biotechnology boards, which historically face less institutional scrutiny than mega-caps, are becoming the new front line in the pay debate — and how these two boards respond in their 2027 disclosures.
Second, Skyworks’ proxy contained a quieter governance signal: filings indicate shareholders declined to approve management-backed charter amendments to eliminate supermajority voting provisions, which typically require the affirmative vote of a supermajority of all outstanding shares and can fail on turnout alone even with lopsided support among votes actually cast. The mechanics of that failure — reform blocked not by opposition but by abstention and broker non-votes — deserve a closer look.
Third, the concentration of C-suite selling at CoreWeave, even under 10b5-1 plans, is worth monitoring as the company’s post-IPO lock-up dynamics evolve; the relevant question is not any single sale but the aggregate cadence across insiders over the next two quarters. Finally, the Equus campaign offers a case study in whether a sub-6% holder can move a long-entrenched board at a micro-cap fund, and TIJ will follow the outcome of its June 30 meeting and any board response.
The Investigative Journal draws exclusively on public records for this column. Companies named above are invited to respond; advisory shareholder votes are non-binding, and third-party allegations are attributed to their sources. This article is for informational purposes and does not constitute investment advice.