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10 July 2026
As the global AGM season begins to slow, shareholder attention is shifting towards the next phase of proxy activity. This update reviews recent developments from key markets and highlights emerging governance themes, while looking ahead to the Australian AGM season and the issues expected to shape shareholder engagement in the months ahead.
At Snowflake Inc’s AGM on 29 June, the advisory resolution to approve the remuneration report was defeated after receiving only around 44% support. This marked the second consecutive defeat of the company’s remuneration report and highlighted continuing shareholder concerns over pay and board responsiveness. Three directors - Teresa Briggs, Mark McLaughlin and Sridhar Ramaswamy - also faced material opposition, with dissent ranging from approximately 20% to 40%. Snowflake operates a classified board and uses a plurality voting standard for director elections, meaning shareholders may have used these votes to signal broader governance concerns. A shareholder proposal filed by James McRitchie seeking the adoption of a majority voting standard for director elections also received majority support despite board opposition, reflecting investor demand for stronger director accountability.
At Cloudflare Inc’s AGM on 30 June, the board put forward six (4A through 4F) proposals to amend and restate the certificate of incorporation and introduce Class C non-voting common stock. The resolutions passed but attracted notable opposition, with around 34% dissent on each item. The board argued that the proposals would preserve Cloudflare’s founder-led model, support long-term value creation and keep the co-founders engaged, while adding safeguards such as service-based conditions, capital-at-risk requirements and independent director oversight. However, minority shareholders may have been concerned that Class C common stock would further weaken the link between economic ownership and voting rights by allowing future equity issuances without diluting co-founder voting control. Under the existing structure, Class B shares held by co-founders Matthew Prince and Michelle Zatlyn carry 10 votes per share, giving them majority voting power, highlighting the material level of opposition expressed by minority shareholders on the proposals.
The resolution to approve KEFI Gold and Copper plc’s annual report and accounts received around 43% shareholder dissent at the 30 June AGM. This is an unusually high level of opposition for an item that is generally treated as a routine procedural resolution unless investors have material concerns over financial reporting, audit quality or internal controls. Although auditor BDO LLP issued an unqualified audit opinion, it highlighted a going concern uncertainty, which may have contributed to the unusually high dissent on the resolution. The company is currently listed on AIM and is seeking a London Stock Exchange Main Market listing.
At Aon plc’s AGM on 26 June, the remuneration report was defeated after receiving around 62% shareholder opposition. The key concern appears to have been the remuneration committee’s decision to grant CEO Greg Case a one-time special performance award with a target grant date value of $50 million as part of the CEO employment agreement extension entered into on 31 December 2025.
At Nissan Motor Co Ltd’s AGM, the resolution to re-elect Motoo Nagai as a director was rejected after receiving only 48% support. Mr Nagai served as an outside independent director, chaired the audit committee and was also a member of the nomination and remuneration committees. He faced shareholder opposition due to independence concerns and his links to Mizuho, Nissan Motor’s main banking partner. Major shareholder Renault, which holds 15% voting rights, abstained on his reappointment.
With the 2026 proxy season now having peaked, investors are beginning to look ahead to Australian AGMs which typically occur later in the year than other regions. We can expect proposals from shareholders on climate change, particularly oil and gas usage, net zero commitments, and say-on-climate votes. Proposals of this nature are forthcoming at Macquarie Group, Woolworths Group, Commonwealth Bank of Australia, and BHP Group. Many of these proposals are expected to be filed by notable activist groups such as Market Forces and the Australasian Centre for Corporate Responsibility, demonstrating ongoing concerns from investors on climate strategies and commitments.
Macquarie Group and Woolworths Group received similar proposals at their 2025 AGMs and, while none of these proposals passed, shareholders will doubtlessly continue to scrutinise these companies going forward as ESG topics remain high on the agenda.
Macquarie Group’s AGM on 23 July will see two proposals from Market Forces. The first is the standard constitutional amendment that must accompany advisory shareholder resolutions in Australia, enabling shareholders to submit the accompanying non-binding proposal.
The other proposal requests clarification from the Company regarding its efforts to align with net zero by 2050 commitments, noting that 2026 reporting lacks comprehensive disclosures and commitments to achieving and maintaining this target. This may be seen as particularly concerning as Market Forces also notes corporate increases in fossil fuel exposure and the weakening of guardrails against fossil fuel financing.
In 2025, Market Forces filed a similar proposal at Macquarie’s AGM requesting increased disclosures on climate-related risk exposure. This proposal received 34.6% of votes, a significant amount of support though not enough for the proposal to pass, meaning that investors will no doubt be interested to see how this new proposal fares at the upcoming AGM.
As the proxy season winds down, there is limited discussion regarding upcoming shareholder proposals over the coming weeks.
However, Minerva will be publishing a comprehensive briefing covering the shareholder proposals of the 2026 season so far in the coming weeks, including regional breakdowns, regulatory changes, and rates of support and dissent. Keep checking back for further updates on this briefing!
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