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In Minerva’s latest Proxy Update, we look at another week of shareholder dissent, governance flashpoints and emerging campaign activity. While peak season in the UK and US continues to wind down, attention is shifting to Japan, where proxy season is picking up speed and a wave of shareholder proposals is putting board accountability, climate risk and shareholder rights firmly in focus.
At Warner Bros Discovery’s AGM on 9 June 2026, shareholders rejected the remuneration report after it received only 15.6% support. This marks the company’s second remuneration-related defeat this year, following the advisory vote at an SGM in April on potential termination payments to executives arising from the proposed takeover by Paramount. The results highlight continued shareholder concern over the company’s approach to remuneration. Remuneration Committee Chair Paul Gould also failed to secure majority support from shareholders; however, due to the company’s plurality voting standard, he was re-elected to the board despite the low level of support. This is likely to be Warner Bros Discovery’s final AGM, and final remuneration vote, before completion of the merger with Paramount.
Weatherford International, an oilfield services company providing equipment and services for drilling, well construction, completion, production and intervention, held its 2026 AGM and a special court-convened meeting on 11 June 2026, seeking shareholder approval for its proposed redomestication from Ireland to Texas. The Court Meeting proposal failed: although it received more than 60% support from votes cast, it fell short of the 75% threshold required for approval. Related resolutions at the AGM also failed to secure the necessary majority. The Board noted that redomesticating to the United States remains a priority and said it intends to present an updated proposal to redomesticate to Delaware at a future shareholder meeting.
At Datadog Inc, a cloud software company providing monitoring, observability and security tools for applications and infrastructure, a shareholder proposal requesting the replacement of supermajority voting provisions with a simple majority standard narrowly failed after receiving around 42% support. Notably, Datadog’s executive officers and directors collectively hold 35.5% of the company’s voting power, meaning the proposal appears to have received majority support from minority shareholders. The result points to minority shareholder concern that supermajority requirements may entrench insider control and limit the ability of unaffiliated shareholders to influence governance outcomes.
At a general meeting requisitioned by First Seagull AS (FS), shareholders rejected all resolutions proposed by FS, including the removal of three incumbent Headlam Group non-executive directors and the appointment of two new non-executive directors. Each resolution at the floorcoverings distributor’s AGM received more than 60% of votes cast against it. FS had launched its campaign in response to concerns over Headlam’s operational performance and strategy, as well as its view that the Board lacked the leadership and skills required to oversee a turnaround. Following the result, the Board said the requisitioned general meeting had been distracting and destabilising for Headlam and its stakeholders and called for a period of stability to allow the new executive team to focus on delivery, while warning that it would continue to defend the interests of the majority of shareholders, colleagues and other stakeholders if further campaigns persist.
This upcoming week marks the beginning of Japan’s peak proxy season, with around 130 shareholder proposals on corporate agendas. As is typical in Japanese markets, these resolutions largely take the form of Article amendments. Many are strategic or operational proposals that could have a significant impact on the board, the company or both. The volume of filings means the resolutions cover a broad range of environmental, social and governance (ESG) and governance-related themes.
As expected, Japanese electric power companies have received a large number of shareholder proposals at their upcoming meetings. This level of shareholder engagement has become a standard feature of the Japanese proxy season, with resolutions covering a wide range of energy, disclosure and governance issues.
Nuclear power remains high on shareholders’ agendas. The lasting impact of the Fukushima incident, alongside the ongoing threat of natural disasters, means shareholders remain concerned about electric power companies’ continued investment in nuclear power and nuclear waste. There is particular focus on the long-term costs of nuclear plant development, with the completion of some plants delayed for nearly three decades. As a result, electric power companies including Shikoku, Chubu, Chugoku, Kansai and Tohoku have received resolutions requesting Article amendments to commit to withdrawing from the nuclear fuel cycle, promote other forms of renewable energy, or stop the development of nuclear reprocessing plants.
Such resolutions have typically achieved limited support. The Japanese Government places strong emphasis on developing nuclear power because Japan is resource-constrained, while nuclear energy is carbon neutral and provides a stable supply of electricity. Given that nuclear generation forms a substantial part of many of these companies’ operations, proposals to withdraw from or halt nuclear production almost always receive low levels of support because of the significant operational impact they would have.
Aside from nuclear-related proposals, several Japanese companies have received governance-related resolutions, including proposed amendments to voting and meeting procedures. For example, there have been calls for companies such as Citizen Watch to amend their voting policies. Japanese markets allow abstentions to be automatically included as votes ‘for’ management proposals, while the same abstentions in other markets are automatically classed as votes ‘against’ shareholder proposals. This creates inconsistencies that may adversely affect shareholder democracy. There are also calls for Japanese companies to make more general meeting materials available on their websites, further highlighting shareholder concerns about transparency and the need to support informed voting decisions.
NVIDIA Corp’s AGM on 24 June 2026 is the standout meeting. The company has received four shareholder proposals, including two request reports on diversity, equity and inclusion (DEI)-related civil rights risk and on faith-based community resource groups. These have been filed by known anti-ESG proponents American Conservative Values ETF and William Cunningham respectively.
Another proposal, from Green Century Capital Management, requests disclosure of greenhouse gas (GHG) emissions arising from the use of NVIDIA’s sold products, an area where peers such as AMD and Intel already provide more detailed reporting. Finally, veteran activist John Chevedden has repeated his 2025 proposal calling for the removal of supermajority voting provisions, which raise the threshold needed to approve certain corporate changes, making it harder for shareholders to amend governance arrangements even where there is clear majority support.
Taken together, the Japanese proposals show how governance mechanisms are being used to test board accountability on energy strategy, disclosure and shareholder rights.
As Japan's AGM season continues to heat up, so does the use of "Vote No" campaigns. Next week, three of Japan's megabanks, Mitsubishi UFJ Financial Group, Sumitomo Mitsui Financial Group and Mizuho Financial Group, will all hold their AGMs (26 June 2026). Between them, these three banks manage trillions of dollars in assets and rank among the largest financiers of fossil fuel projects globally. All three have been targeted by investor group Market Forces, alongside co-filers Kiko Network and Rainforest Action Network, who believe shareholders need to scrutinise risk oversight at the megabanks.
What makes this ‘Vote No’ campaign interesting, compared with recent campaigns in the United States, is that Market Forces has not named specific directors for investors to vote against. Instead, it has set out a conditional framework, stating: ‘If the investor is dissatisfied with the processes (or lack thereof) around the risks highlighted in our briefings, they can choose to vote against directors in these particular leadership positions.’ Although positions such as board chairs, nomination and audit committee chairs are most likely to come into question, investors are not categorically told who they should vote against.
Market Forces rests its case primarily on the three megabanks’ fossil fuel exposure. It cites the three as the biggest project financiers of oil and gas globally between 2016 and 2026, comfortably above other financiers such as ING Group, JP Morgan and HSBC. The three Japanese megabanks have collectively backed nearly 560 transactions worth close to $87 billion since 2016. MUFG has also come under considerable criticism following the release of its “Progress Report” on 1 May. Market Forces argues that MUFG weakened a key climate benchmark just as global peers tightened restrictions on new fossil fuel financing.
The briefing further highlights concerns around the three banks’ exposure under the $550 billion US-Japan Investment Framework. Under the framework, the three are set to fund around two-thirds of several major US gas power projects alongside the Japan Bank for International Cooperation, including one project that could see the banks lend $22 billion. This has led Market Forces to raise serious questions about how rigorously board-level risk controls were applied before such large-scale lending commitments were approved. With all three AGMs taking place next Friday, 26 June 2026, Market Forces’ campaign will be one of the most transparent tests of investor appetite for governance accountability as Japan’s proxy season reaches its peak.
Jack Grogan-Fenn
Jack Grogan-Fenn
Jack Grogan-Fenn
Jack Grogan-Fenn
