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As noted last week, Eli Lilly & Co and AbbVie have proposed removing supermajority voting provisions every year since 2018. At their 2026 AGMs, those resolutions again won majority support but still failed to meet the higher threshold required, showing how supermajority provisions can block governance reform.
At Clarkson plc’s 2026 AGM, all resolutions passed, but support for the remuneration report and policy was only around 57%. Support for the re-election of remuneration committee chair Dr Tim Miller and board chair Laurence Hollingworth was also weak, at around 63% and 78%, respectively. The company has recorded 20% or more dissent on a remuneration vote every year since 2016, highlighting persistent shareholder concerns over pay and board responsiveness.
Adidas AG saw 68% of shareholders vote against its proposed remuneration policy for Executive Board members. The re-election of supervisory board members Ian Gallienne and Nassef Sawiris also faced notable opposition, at 26% and 38%, respectively. The company had proposed raising the CEO’s annual maximum compensation from EUR12m to EUR16m for 2026 and introducing a one-year tranche LTIP structure.
Element Solutions Inc suffered a remuneration defeat, with around 59% of shareholders withholding support on its say-on-pay resolution, largely driven by discretionary changes to long-term incentive awards. Other US companies facing notable dissent recently include Molina Healthcare Inc (47%), Omnicom Group Inc (44%), Fortune Brands Inc (27%), Timken Co (26%), and Trade Desk Inc (25%).
At Trade Desk Inc, Andrea Cunningham received support from only 33% of votes cast for her re-election as Director, but was still re-appointed under the company’s plurality voting standard. At Service Corporation Inc, meanwhile, Marcus A. Watts failed to secure majority backing, and the board said its Nominating and Governance Committee will review the result and recommend next steps.
At its AGM on 13/05/2026, Vertex Pharmaceuticals Inc shareholders backed a proposal to introduce the right for shareholders to act by written consent. Other governance proposals have also drawn meaningful support recently, including independent chair proposals at West Pharmaceutical Inc (46%), AbbVie Inc (39%), Eli Lilly & Co (34%) and Bank of America Corp (32%), as well as special meeting proposals at Regions Financial Corp (44%), Timken Co (41%), and Equifax Inc (36%). Separately, at NVR Inc’s AGM on 07/05/2026, a proposal for a report on greenhouse gas emissions received 47% support, a notable result for an environmental proposal this year.
Next week’s ‘Vote No’ campaigns come at the AGMs of JPMorgan Chase (19/05/2026), Thermo Fisher Scientific Inc (20/05/2026) and LabCorp Holdings Inc (21/05/2026). These campaigns focus on both climate-related financial policy and shareholder rights, especially around the exclusion of shareholder proposals.
JPMorgan Chase & Co is facing investor dissent from ShareAction who is recommending shareholders to vote against the Chair and CEO Jamie Dimon. This follows a recent pattern by ShareAction which looks to escalate campaigns targeting board leadership at major financial companies. The group has cited concerns with recent policy changes which they believe have weakened previous exclusions on thermal coal and Arctic coal and gas. Furthermore, they believe that the shift towards case-by-case assessment is seen as increasing ambiguity around risk appetite and reducing transparency over fossil fuel exposure. ShareAction therefore has concerns regarding climate risk oversight at board level.
Activist shareholder John Chevedden has issued exempt solicitations targeting both Thermo Fisher Scientific and LabCorp Holdings. Both companies have faced backlash from John Chevedden who is targeting the Chair of the Governance Committee, Martin Harris at Thermo Fisher Scientific and Governance Chair, Garheng Kong at LabCorp after shareholder proposals were excluded from the proxy. Both companies excluded similar proposals which focused on separating the CEO and chair roles. John Chevedden recommends shareholders vote against the aforementioned directors in response to the exclusions, with concerns over board independence and shareholder rights.
In terms of no-action letters, there are three particularly notable companies that have utilised the updates to the SEC’s policies in order to exclude shareholder proposals; namely McDonald’s, Amazon, and JPMorgan Chase.
For McDonald’s, three shareholder proposals face exclusion from their upcoming AGM:
• Report on the Risks of Charitable Support, filed by William Cunningham and excluded due to its relation to ordinary business operations;
• Report on Return on Investments Calculations, filed by the National Center for Public Policy Research and excluded due to micromanagement and its relation to ordinary business operations, and
• Adoption of a Policy to Separate the Chair and CEO roles, filed by the Accountability Board and excluded due to a potential violation of Delaware Law.
It is also interesting to note is that the Bahnsen Family Trust had originally filed a proposal requesting a report outlining the impact of McDonald’s ESG initiatives on its financial performance. This proposal was excluded by McDonald’s on the basis of the resolution related to ordinary business operations, but the filing was later withdrawn by the proponents.
Amazon has excluded the following proposals from their upcoming meeting agenda:
Lobbying Disclosures
• Proponent: James McRitchie
• Reason for exclusion: Micromanagement
Report on Risks of Misoprostol Sales
• Proponent: William Cunningham
• Reason for exclusion: Not significantly related to the company’s business
Report on Plastic Packaging
• Proponent: As You Sow
• Reason for exclusion: Same subject matter as proposals with low support in previous years
Report on Compensation Gaps from Reproductive and Transitioning Care
• Proponent: Oklahoma Tobacco Settlement Endowment Trust
• Reason for exclusion: Micromanagement
Report on AI Policies
• Proponent: American Baptist Home Mission Society
• Reason for exclusion: Same subject matter as proposals with low support in previous years
Report on Immigration Policy Impacts
• Proponent: SOC Investment Group
• Reason for exclusion: Relates to ordinary business operations
*Not including proposals excluded for being duplicative or already substantially implemented by the Company.
JPMorgan Chase has excluded one proposal from its upcoming AGM. This is a request for a due diligence report into its net-zero by 2050 goals, filed by anti-ESG proponent ‘New Breeze’. New Breeze is a private entity closely linked to noted climate change sceptic Steven Milloy, who Minerva notes has filed multiple anti-ESG proposals over previous peak seasons. This proposal was excluded on the the basis of micromanagement.
It may be significant to note that the vast majority of all of these excluded proposals are related to ESG topics, with only a few centred around corporate governance practices. As the peak season continues and companies look to the SEC changes to exclude proposals, shareholders may expect to see continued impacts to their ability to file sustainability and similar proposals, and it will be interesting to see the long-term impact of this on shareholder rights, democracy, and the evolution of ESG strategies and policies.
With key meetings from Amazon, Home Depot, and JPMorgan Chase falling next week, anti-ESG proponents are continuing to file resolutions aimed at undermining or discrediting sustainability, diversity, and other similar policies. All of these companies have received two anti-ESG proposals, from notable proponents such as the National Legal and Policy Center, Inspire Investing, and the Heritage Foundation, with topics ranging from Charitable donations discrimination to plastic packaging reduction targets, and the financial risks potentially associated with sustainability policies.
While we can reasonably assume that these resolutions will receive very low rates of support, their presence alone may be considered indicative of the current political climate in the US, with policies on topics such as packaging and charitable donations, which in previous years shareholders would generally consider to be positive, being called into question.
Elsewhere, Shell plc has once again received a climate-related shareholder proposal on its AGM agenda. The proposal comes from Follow This, a Dutch activist group that repeatedly files climate resolutions at major oil and gas companies such as Shell, BP, ExxonMobil and TotalEnergies to name a few. Follow This last submitted a proposal to Shell in 2024 and has returned this year with another climate-focused resolution. This year the proposal is requesting that Shell provide additional disclosure on how Shell will create shareholder value under scenarios of declining oil and gas demand. Follow This will be aiming for better support than its previous Shell proposal has seen, with them often receiving low double-digits in favour.
Viewed in the context of the wider season, these results are less about isolated flashpoints and more about the direction of travel. Minerva’s recent updates have shown dissent clustering around familiar issues, pay alignment, board accountability and climate oversight, while regulatory developments are giving companies greater scope to manage how that dissent is expressed. For investors, the focus is increasingly on how boards respond to repeated signals over time, rather than on whether any single resolution clears the procedural bar.
This week’s votes make one thing clear: investor dissent is alive and well, even if the system is making it harder to turn that dissent into action.
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