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Welcome to another Minerva Proxy Update, where we highlight the key voting results, governance developments and campaigns shaping this week’s AGM landscape. This week’s results show how ownership concentration and investor activism are shaping outcomes, with significant dissent in UK trusts, mixed success for governance proposals, and continued scrutiny of board accountability and shareholder rights.
At abrdn European Logistics Income plc’s AGM (01/06/2026), resolution 9 (share buyback authority) and resolution 10 (authority to call general meetings on not less than 14 days’ notice) failed to secure the 75% support required to pass, while the remuneration report and three director elections each drew more than 20% dissent. The Board said the results were driven almost entirely by votes cast
against the resolutions by DL Invest Group ISR SARL, the Company’s largest shareholder. Earlier in the year, DL Invest had requisitioned a meeting to replace the investment manager and change the Company’s policy away from a managed wind-down, but shareholders rejected those proposals on 20 February 2026.
At Headlam Group’s AGM (20/05/2026), the re-election of Stephen Bird received around 45% dissent, likely linked to a campaign by First Seagull AS. However, at a requisitioned general meeting on 02/06/2026, resolutions to remove three non-executive directors and appoint two new directors were defeated, with minority shareholders backing the incumbent board over First Seagull.
At Oakley Capital Investments Ltd (01/06/2026), the re-election of Peter Dubens drew around 44% dissent, reflecting concerns about his independence as a founding director. For some institutional investors, investment trust boards are expected to be wholly independent.
Orange SA faced an unusual governance issue linked to gender diversity rules. Under French legislation implementing the EU directive on board gender diversity, at least one-third of employee representative directors had to be female. As none of the three incumbent male representatives stepped down voluntarily, the Board proposed resolutions to terminate their mandates in order to allow the appointment of a female candidate to comply with the rules. Shareholders approved the removal of Mr Pierre Chaussoneaux and then backed the appointment of Nadia Zak Calvet.
At El Pollo Loco Holdings Inc’s AGM (26/05/2026), a proposal to introduce majority voting for directors in uncontested elections won majority support, reinforcing the broader pattern of governance-related proposals attracting the strongest shareholder backing this proxy season.
Exxon Mobil and Chevron both held their AGMs on 27/05/2026. At Chevron, shareholder proposals on an independent chair policy, Indigenous peoples’ rights, and human rights due diligence all received low support. The two human rights-related proposals each won around 9%, while the independent chair proposal secured 14%, a low support rate for this type of proposal that may partly reflect its filing by the “anti-ESG” National Legal and Policy Center. All management proposals passed with at least 95% support at the AGM.
At Exxon, an independent chair proposal, again filed by the National Legal and Policy Center, received 15% support, while a proposal from NYC Pension Fund Comptroller Mark Levine on ensuring independent retail shareholder voting options won 22%. Shareholders also approved the Company’s redomiciliation from New Jersey to Texas, although the proposal drew around 30% dissent amid concerns about shareholder protections under different state legal frameworks. Exxon said the move to Texas would align its legal structure with where its headquarters, leadership and operations are based. All other board proposals, including director elections, auditor ratification and say on pay, passed with more than 92% support.
Pacira BioSciences Inc comes under fire next week in the form of a proxy contest. One of its biggest shareholders, DOMA, which currently holds approximately 7% of the shares, is proposing that three directors, Eric de Armas, Christopher Dennis and Oliver Benton, be nominated instead of management’s Class III nominees, Christopher Christie, Samit Hirawat and Tom Wiggans, at the upcoming AGM.
DOMA’s activism follows engagement with the company over the past several years, during which it has raised concerns about Pacira’s strategic direction, capital allocation and shareholder returns. DOMA has now, after continued dissatisfaction, escalated those concerns into a formal contested board election. Early signs suggest that shareholders are likely to vote in favour of the management candidates, as Pacira’s 5x30 strategy currently appears to be working, with improving uptake, better revenue momentum and a clearer path to margin expansion. It will, however, be interesting to see whether the shareholder vote reflects this or whether a board shake-up at Pacira could still occur.
Continuing the trend we’ve seen in previous weeks, governance proposals filed by shareholders are remaining on corporate agendas, with multiple companies receiving proposals of this nature. Special meeting rights and the right to act by written consent appear to be a particular focus, with Graphic Packaging Holding, American Airlines Group, MarketAxess Holdings, Annaly Capital Management and Caterpillar Inc all receiving such proposals. The frequency of these proposals during this year’s proxy season clearly demonstrates investors’ focus on improving shareholder democracy and rights. This is also reflected in proposals at Canadian company Dollarama Inc, which are aimed at boosting shareholder participation and access to general meetings. These proposals highlight the potential limitations of solely in-person or virtual meetings, suggesting that hybrid meetings may give shareholders greater access to participate and could boost turnout, an important aspect of shareholder democracy and representation.
Stifel Financial Corp (9/06/2026), Fidelity National Financial Inc (10/06/2026), and Target Corp (10/06/ 2026) have all received “vote no” campaigns from investors.
Stifel has received a “vote no” campaign from Trillium Asset Management, LLC, which has recommended shareholders vote against directors on the Nominations & Corporate Governance Committee. Trillium argues the company has failed to maintain good-faith shareholder engagement, citing alleged inaccuracies in proxy disclosures over multiple years and the use of the new controversial SEC process to exclude a shareholder proposal without meaningful engagement.
Target has also received a “vote no” campaign from Trillium, this time focused on Executive Chair Brian Cornell and Lead Independent Director Christine Leahy. Trillium argues the company has consistently underperformed financially and operationally in recent years, and that retaining Cornell in a powerful post-retirement role undermines leadership accountability and board independence. They also claim that governance has been weak and that the current board structure needs a meaningful turnaround.
Fidelity National Financial Inc has received a “vote no” campaign from individual shareholder activist John Chevedden, who continues to advocate for stronger corporate accountability and governance. In this case, he has challenged the election of Peter Shea, arguing that the board has failed to ensure that shareholders can vote on improving political spending disclosure. He also criticises the company for allegedly taking advantage of a new SEC policy to exclude shareholder proposals, much as Trillium cited in its recommendation to vote against Stifel’s Nominations & Corporate Governance Committee.
Look out for future blogs in which we evaluate the success of “vote no” campaigns during the 2026 season.
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