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As AGM season peaks, investors are backing major transactions while escalating dissent against boards. Over the past weeks, shareholders at Warner Bros Discovery and Calavo Growers approved proposed mergers but rejected merger‑related executive payouts, even as Vote No campaigns expanded at utilities and banks, signalling a sharper focus on board‑level oversight rather than deal strategy.
Below, we set out recent key voting outcomes before jumping into what to watch next.
Deal approvals, pay rejected:
Shareholders at Warner Bros Discovery (special meeting 23/04/2026) and Calavo Growers Inc (special meeting 28/04/2026) strongly backed proposed mergers, with Paramount and Mission Produce respectively, but rejected advisory resolutions on merger‑related termination payments for senior executives – which included potential severance pay of up to $886.8m to Warner Bros CEO David Zaslav. The outcomes reflect a pattern of support for transactions alongside scepticism towards associated executive payouts.
Remuneration votes under pressure:
Executive pay continued to attract significant opposition across markets. Adobe Inc’s remuneration report passed by a narrow margin, while Mobilezone Holding AG and Beazley plc each saw elevated dissent following the use of discretion and proposed increases to executive pay opportunities, respectively.
Energy sector scrutiny:
At Woodside Energy Group Ltd’s AGM (23/04/2026), voting opposition centred on remuneration, with notable dissent on both the LTIP award for the new CEO and the remuneration report. Woodside has previously faced investor criticism on climate strategy and remains a company to watch in this area.
Director elections and capital authorities:
At A. O. Smith Corp (AGM 13/04/2026), a director re‑election received majority opposition, though the board declined to accept the resignation tendered under its policy raising board accountability and responsiveness concerns. CAB Payments Holdings plc (AGM 30/04/2026) saw three resolutions on the allotment of shares voted down and director elections also attract significant opposition, which the board linked to an unrecommended takeover approach from Helios (45% holder).
Shareholder rights in focus:
Shareholder rights‑related resolutions continued to draw attention. Investors at OceanFirst Financial Corp opposed a proposal to exempt Warburg Pincus from a 10% voting limitation, while at Bloomin’ Brands Inc a shareholder proposal asking the board to adopt a policy requiring shareholder approval before issuing blank‑cheque preferred stock received majority support.
These outcomes sit alongside a broader shift this season, with investors increasingly targeting directors directly as traditional proposal routes narrow.
A continued theme so far this season, has been the use of ‘Vote No’ campaigns.
Majority Action has urged shareholders to vote against responsible directors at four US utilities, American Electric Power (AGM 28/04/2026), Dominion Energy (AGM 05/05/2026), Duke Energy (AGM 07/05/2026), and Southern Company (AGM 13/05/2026), for alleged inadequate oversight of climate risk and capital expenditure strategy linked to powering data centres. It states that the four utilities are planning significant expansion of gas-fired generation for data centre demand, and that all except American Electric Power are significantly delaying coal retirement beyond 2035. Majority Action has published an AI Climate Vote Guide and filed exempt solicitations at the companies.
At HSBC Holdings plc, Share Action is recommending shareholders vote against the re-election of the Group Chair Brendan Nelson and the Chair of the Group Risk Committee, James Forse. This follows Share Action’s ‘Vote No’ campaigns last week at NatWest and Goldman Sachs, where similar concerns were raised regarding board-level oversight of climate and transition risk. Share Action notes that HSBC has weakened their controls on oil & gas clients, reduced clarity around expectations for thermal coal transition planning and diluted the ambition of its decarbonisation targets. It also highlights that HSBC have expanded their discretion in their sustainability risk framework, increasing flexibility in how climate-related policies are applied across fossil fuel sectors. These changes are seen as undermining the consistency of HSBC’s climate strategy and management of transition risks.
As discussed in last week’s article, the number of proposals being excluded from agendas via the SEC’s no-action letter response changes has been steadily increasing. The following companies have excluded proposals from their agendas at upcoming AGMs:
While some companies have excluded proposals on the basis of duplication or prior implementation, these exclusions continue to demonstrate the impact of the no-action process changes on shareholder democracy and the narrowing of formal channels for accountability.
In the United States we continue to see a central focus for shareholders on board leadership structures and particularly with proposals calling for an independent chair and separation of the chair and CEO roles. This proposal will be seen across an array of large companies including Bank of America, Eli Lilly and PepsiCo, suggesting this remains one of the most persistent and widely targeted governance themes this season.
Further to this, shareholders are taking an interest in political activity and lobbying transparency as this topic continues to draw scrutiny. Shareholders at Eli Lilly, Steel Dynamics and Tyler Technologies are all seeking for extra disclosure on political spending, while American Express will witness a proposal calling for oversight of “political bias” risks. These further highlight how the topic is evolving beyond traditional transparency into broader reputational and governance concerns.
Outside the US, Norsk Hydro has received 3 proposals, all filed by different proponents but all requesting an evaluation of the feasibility of integrating nuclear power generation into its operations. While nuclear power has been a more familiar topic at Japanese AGMs, it remains relatively rare elsewhere. Its emergence reflects increasing pressure on energy-intensive companies as climate change and regulatory developments, including the 2026 amendments to European Climate Law, continue to reshape energy strategies across the EU and EEA.
Finally, HSBC will also see investor-led engagement on financial reporting at its AGM. A coalition of the company’s shareholders has written a letter to the UK Financial Reporting Council requesting a review of HSBC’s accounting for climate change-related practices, citing concerns that financial statements may not adequately or consistently reflect climate-related risks and transition assumptions.
Taken together, recent and upcoming votes suggest investors are recalibrating how they apply pressure. As proposal exclusions rise, accountability is increasingly being pursued through pay dissent, director opposition and public Vote No campaigns, placing greater emphasis on demonstrable board oversight rather than procedural compliance.
