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Welcome to the latest Minerva Proxy Update, where we highlight the key voting outcomes and themes shaping the 2026 AGM season. This edition points to rising shareholder scrutiny of executive pay, continued support for core governance rights, and ongoing caution in the UK around requests for authority to issue shares and disapply pre-emption rights. It also reflects a more nuanced proposal landscape, as investors assess governance-focused resolutions alongside ESG-related votes on artificial intelligence, climate strategy, immigration and workforce safety.
Welltower saw around 80% of shareholders vote against its remuneration report at its AGM (21/05/2026), compared with around 94% support in 2025. The reversal appears to reflect concern over its new 10-year executive pay structure, which replaced normal annual incentives with a large long-dated award viewed by some investors as overly generous and weakly aligned with shareholder interests.
Thermo Fisher saw around 70% of shareholders withhold support for its remuneration report at its AGM (20/05/2026), marking a second consecutive defeat after the 2025 vote drew around 65% dissent. Opposition was likely driven by concern over the size and structure of the CEO retention award and dissatisfaction with the board’s response to shareholders.
Beyond Meat also saw around 70% dissent on its remuneration report (20/05/2026), likely reflecting the disconnect between shareholder experience and executive pay, compounded by sizeable post-restructuring retention awards.
Traditional governance shareholder proposals have continued to attract support. At Wendy’s Company (20/05/2026), a proposal seeking shareholder approval before the use of “blank-check” preferred stock won majority backing. At Henry Schein (21/05/2026), a proposal to remove supermajority voting provisions also passed.
Playtech became the latest UK company this season to suffer defeats on requests for authority to issue shares and disapply pre-emption rights, after resolutions 12 and 13 at its AGM (20/05/2026) failed to win majority support. The same resolutions have been defeated every year since 2021, suggesting continuing shareholder caution over dilution and a preference to approve equity issuance only for specific transactions.
At Wolters Kluwer (21/05/2026), a proposal to amend the articles so that future remuneration policies could be approved by a simple majority, rather than the default 75% supermajority under Dutch law, received only 54% support. The result suggests many shareholders were unwilling to weaken the protections attached to remuneration policy approval, despite the board’s argument that the change would improve competitiveness in attracting and retaining talent and level the playing field with international peers.
A shareholder proposal at NextEra Energy (21/05/2026) asking the company to explain how it will align its strategy with the Paris Agreement received 34% support. The vote followed the company’s decision to retire its net zero target and related interim goals due to its belief that net zero by 2045 was no longer realistically achievable, suggesting a meaningful minority of shareholders had concerns about the absence of forward-looking emissions targets and the credibility of its climate transition approach.
An interesting dynamic in the 2026 proxy season has been the increasing use of governance proposals from proponents who are frequently associated with anti-ESG activism, particularly the National Legal and Policy Center (NLPC). In previous years, although we may have seen these ‘anti-ESG’ proponents occasionally file a small number of governance proposals, they predominantly focused on environmental and social topics, such as DEI, climate and civil-rights policies.
The 2026 season, however, has seen an upward trend of these proponents making use of broader governance-focused resolutions, including proposals relating to cumulative voting, board accountability and leadership structures. The interesting thing is that these proposals often relate to established governance frameworks and principles and in several cases draw upon arguments which are valued by institutional investors. This trend is set to continue next week as both Walmart and Netflix will face a proposal submitted from NLPC regarding cumulative voting. Although cumulative voting is not widely adopted across the US, the proposal does once again stem from broader shareholder rights and governance principles rather than an anti-ESG or broader political motive.
This development has created a different dynamic within the shareholder landscape. While some proponents have in the past been easily pinpointed as having an underlying political agenda or being anti-ESG in nature, they now are bringing forward these proposals which have the substance of general governance considerations which would improve shareholder rights, board independence or voting structures. Though it should be noted that the cumulative voting proposals put forward by organisations such as the NLPC do not necessarily align with the best practice governance principles supported by institutional investors more broadly. Still, this results in a shareholder proposal environment in which investors must closely analyse proposals on a case-by-case basis, to ensure they are not voting unfavourably on proposals which may in fact be beneficial.
In terms of ESG proposals, there is a significant amount of overlap between Alphabet and Walmart regarding concerns surrounding AI usage and the impact that this can have on online safety, risk management, and data privacy. As generative AI becomes increasingly available to the public and such technologies continue to be rolled out by companies such as Alphabet in particular, shareholders are drawing attention to the ongoing risks posed by the development of AI data centres and the impact of generative AI on the spread of misinformation. Given the potential reputational and financial risks involved in incidents of AI systems causing harm, investors are putting pressure on companies to ensure that AI technology is used ethically and in line with consumer and stakeholder expectations.
Walmart and Alphabet have also both received proposals regarding immigration policy and the risks this poses to corporate operations. As ICE raids and public sentiment both for and against increased strict immigration policies and law enforcement actions increase, shareholders are undoubtedly concerned about the impact of such policies and political sentiment on company operations and the workforce, particularly in these sectors where H-1B visa holders are often employed by such companies.
Similarly on Walmart’s agenda is a proposal filed for the third consecutive year investigating employee health and safety, particularly in relation to workplace standards and gun violence. The impact of firearm usage and enacting appropriate and comprehensive workplace safety policies for employees is an ongoing debate in the US market, and proposals of this nature certainly demonstrate that there is an expectation for companies, particularly those in the retail sector, to ensure that employee safety standards are met and shareholders are showing clear awareness of the material risks associated with a potential lack of human capital management and safety policies.
Elsewhere in the United Kingdom, Headlam Group plc, the UK’s leading floorcoverings distributor, has a General Meeting on 2 June 2026, where shareholders will vote on the removal of three existing directors and the appointment of two new directors, including the managing director of First Seagull AS, its Norwegian shareholder and activist investor. This comes after First Seagull’s dissatisfaction with Headlam’s operational performance and strategic underperformance, which they believe is due to shortcomings in board oversight and decision-making. The outcome of the GM will be interesting as we may witness a board shake-up, which could meaningfully alter the company’s governance structure and potentially lead to a shift in strategy and management control.
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