Welcome to the latest edition of Minerva’s Proxy Update, our regular round-up of notable AGM results, investor interventions and upcoming votes. This week, shareholder dissent remained in focus, particularly around pay, board accountability and governance structures, alongside a rare, contested board election in the UK market.

KEY VOTING RESULTS

Investor campaign puts Target leadership under scrutiny

Target Corp Inc directors faced elevated dissent at the company’s 10 June AGM after a campaign by SOC Investment Group questioned governance and financial performance. Brian Cornell, who moved from CEO to executive chairman and special adviser, received around 13% dissent, while lead independent director Christine Leahy received around 12%. An independent chair proposal drew 38% support. Proposals on pesticide use in private-label brands and plastic microfiber shedding received around 17–18%.

Match Group pay vote falls short

Match Group Inc’s advisory vote on named executive officer pay failed to secure majority support at its 16 June AGM. The vote followed the appointment of Spencer Rascoff as CEO from 3 February 2025. His package included a $30.0 million new-hire value creation award, vesting in three tranches against stock price hurdles, alongside regular short- and long-term incentives.

Serabi Gold pay resolutions voted down

Serabi Gold plc shareholders rejected both the remuneration report and remuneration policy at the company’s 18 June AGM. More than 50% of shares cast were abstentions on all items, possibly reflecting the position of major shareholder Classe Roca Magma FIP, which owns 24.99%, withholding votes. Around 23% of the ballot directly opposed the pay proposals, which included higher salaries, annual bonuses and long-term incentive opportunities for CEO Mike Hodgson and CFO Colm Howlin.

Saba takes control at Impax Environmental Markets

Saba Capital Management took effective control of Impax Environmental Markets plc after the company’s 17 June AGM and requisitioned general meeting. Shareholders rejected the remuneration report, incumbent director re-elections, share issuance authorities, pre-emption disapplication and market purchase authority. All Saba-backed resolutions to remove directors and appoint its nominees passed, leaving four Saba nominees on the board. Saba had raised its stake above 20% after weak investment performance, while around 80.5% of non-Saba shareholders accepted a May tender offer close to net asset value. Association of Investment Companies CEO Richard Stone called the outcome disappointing. The result follows Saba’s proxy fight victory at Edinburgh Worldwide Investment Trust plc earlier this year.

IP Group special resolutions fail

IP Group’s 18 June AGM saw special resolutions on pre-emption disapplication and market purchases fail after around 34% dissent, below the 75% support threshold. All other resolutions passed, though the remuneration report drew around 33% opposition. The company’s concentrated shareholder base may have contributed to the failed special resolutions.

WHAT’S HAPPENING NEXT WEEK

Next week’s AGM calendar shows a sharp fall in shareholder proposals, with just one US resolution listed: a governance proposal at Snowflake Inc seeking majority voting standards for director elections.

Cadogan Energy Solutions plc is set to face contested board elections, an unusual feature for a UK-listed company where shareholder-nominated directors are relatively rare.

The three nominees were proposed by Ms Salik, who argues Cadogan’s cash position supports new capital ventures and asset diversification, and that additional directors would broaden board perspectives. The board opposes the nominees, saying its current composition already provides sufficient diversity of experience and backgrounds to guide future strategy.

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