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This is the latest Minerva Proxy Update, where we review the week's important voting results and look ahead to major events expected in the coming week.
This week’s key votes highlights that governance frameworks are as important as the substance of proposals themselves, with voting outcomes impacted by supermajority voting thresholds, no-action exclusions and major shareholders.
Shareholders are continuing to use vote‑no campaigns against individual directors to register accountability concerns. While these efforts rarely change voting outcomes on their own, they remain a visible signal of investor concerns regarding company governance practices.
There are, however, clear instances where engagement has translated into results. The New York City Pension Fund’s success in overturning AT&T’s exclusion of its proposal shows that procedural barriers can be challenged, while consistently low support for proposals seeking to unwind ESG practices points to continued investor alignment behind existing frameworks.
The broader takeaway is not that voting has become ineffective, but that its impact is increasingly shaped by governance design. This week’s votes suggest investors will need to focus as much on the rules that frame the ballot as on the proposals themselves if engagement is to deliver meaningful change.
Edinburgh Worldwide Trust plc’s 2026 AGM (30/04) marked the latest stage in a more than year-long proxy contest with Saba Capital Management. Resolutions 4–8 (incumbent director re-elections) and 11 (share issuance authority), and special resolutions 12–13 (pre-emption disapplication and share buybacks) were all defeated. Resolutions 14–16 relating to Saba’s director candidates passed, meaning that from the end of the AGM, the board comprises only Saba’s nominees. The Association of Investment Companies CEO Richard Stone said, “thousands of shareholders will be disappointed …” and called for changes to the Listing Rules and voting legislation.
At Franchise Brands plc’s AGM (30/04), resolutions 14–15 to disapply pre-emption rights fell short of the 75% special-resolution threshold. The Board attributed the outcome to opposition from a small number of institutional shareholders.
At FMC Corp (AGM 28/04), proposals to eliminate supermajority voting and lower the threshold to call special meetings failed to clear the required support despite majority backing; proposals on supermajority and board declassification also fell short at Marathon Petroleum Corp (AGM 29/04). AbbVie (08/05) and Eli Lilly & Co (04/05) are also asking shareholders to remove supermajority voting provisions, with both boards having put forward the same proposal annually since 2018 but failing to secure the required support, underscoring the entrenchment risks of supermajority provisions. By contrast, shareholder proposals seeking a lowering of the special meeting threshold NRG Energy Inc, and requiring shareholder approval for golden parachutes at CF Industries Holdings Inc both passed.
“Anti-ESG” proposals continue to attract low support: proposals at Levi Strauss & Co (sustainability return-on-investment analysis) Gilead Sciences Inc (risks of ESG metrics in executive pay), and Coca-Cola (sustainability return-on-investment analysis, plastic packaging) all received less than 1% votes in favour.
Several large UK companies recently held policy votes to approve large increases to executive pay levels due to “market competitiveness” and “attract and retain” reasons. Most votes received high support; Rolls-Royce (30/04; >97%), AVIVA (27/04; >94%), Anglo American (29/04; >94%) and Taylor Wimpey (28/04; >93%). However, Pearson (01/05) attracted around 25% dissent and Smith & Nephew (06/05) saw material dissent of around 41%, whilst Aberdeen Group’s (29/04) proposed hybrid LTIP structure received around 22% dissent.
As we have referenced in previous blogs, the SEC’s changes to no-action letter requests continues to see shareholder proposals excluded from upcoming AGMs. As we look forward to next week, the following companies have excluded filings from their agendas:
Not including shareholder proposals that have been excluded on the basis of duplicative resolutions or actions that will have been implemented by the time the AGM occurs.
Interestingly, AT&T initially attempted to exclude a further proposal requesting the public disclosure of its EEO-1 report, with this decision challenged by proponent NYC Pension Fund as AT&T had failed to comprehensively disclose the reasons for the exclusion. This led to a settle agreement and AT&T agreeing to include the proposal on the agenda for the upcoming AGM. It is also worth noting that Minerva considers all of the excluded proposals to be anti-ESG in nature, a marked change from last week where we saw a number of corporate governance-related proposals being excluded from meeting agendas.
The second week of May will see six U.S. meetings face ‘Vote No’ campaigns. Alaska Air, Alexandria Real Estate Equities, Elevance Health, Skyworks Solutions, Southern Company and AT&T will all succumb to shareholder dissent against at least one of their directors apart from at Southern Company where opposition extends to two directors in total.
At Alaska Air, Alexandria and Elevance shareholders have had some grievances regarding the company’s use of the SEC’s revised no-action framework as these companies have utilised it to block established governance proposals, which has shifted investor focus from the merits of the resolutions to the credibility of board process.
Skyworks shareholders are highlighting a concern from the company’s elevated 80% voting threshold, which shareholders note has repeatedly stopped widely supported governance changes to be implemented, despite near-unanimous backing and thus highlighting how the company is using legacy rules to nullify outcomes even when investors overwhelmingly support.
Finally, Southern Company and AT&T both bring to light how board chairs are becoming an increasing focal point for accountability for company investors as they look to respond to both procedural opacity and gaps in risk oversight. Southern Company’s ‘vote No’ centres on climate-related capital allocations, while AT&T’s irregular meeting practices have raised questions regarding their governance practices.
Equinor ASA appears to be one of the standout meetings of the second week of May, with seven shareholder proposals which focus on strategy, climate risk and portfolio structure. One proposal of note calls for the company to disclose more clearly how Equinor would sustain shareholder value under declining oil and gas demand scenarios, with an emphasis on investor concerns regarding the long-term reliance on fossil revenues. Additional proposals target Barents Sea risk exposure, stronger emissions reduction targets, a potential business split, increased investment in Ukraine’s energy system and finally a divestment from international fossil assets. The board opposes all these proposals citing their existing disclosures as being sufficient, as well as noting reasons such as the need for strategic flexibility as justification for their recommendations to vote against all proposals.
Minerva notes that the outcome of the proposals is never going to be in much doubt. The Norwegian state remains Equinor’s dominant shareholder with a controlling stake of over two-thirds of the company being held. This effectively means that none of the shareholder proposals are ever likely to pass, unless of course they receive the governments backing. As a result of this, the shareholder proposals may prove more a weapon to emphasise investor pressure on the company’s long-term transition strategy as opposed to being a catalyst for immediate corporate change.
Elsewhere in the United States, an item of significance is the re-election of Thurman John Rodgers at Enphase Energy, a ‘zombie’ director that did not receive the required level of support at last year’s AGM to be re-elected, but has remained on the Board. Rodgers received only 38.7% votes in favour for his re-election. This is a real area of concern for shareholders, showing limited accountability and democratic function as dissent at AGMs appears to have little impact on the composition of the Board and could be seen as a disregard for shareholder voting rights. This won’t be the first zombie director we’ll see this peak season, with multiple incidents of directors receiving less than the majority needed during the 2025 AGMs. Check back on future blog posts that will outline any upcoming incidents of zombie re-elections.
