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18 September 2026
Though the 2026 peak proxy season is now behind us, recent AGMs and special meetings have continued to create key governance developments. This one-off edition of Minerva's proxy update reviews notable voting results from August and the first half of September, where executive remuneration, board accountability and shareholder rights have remained recurring themes.
Xero Ltd saw shareholders reject its remuneration report, with only 29.4% support at its AGM on 27 August. This constituted a second strike under Australia’s remuneration framework, following 51.2% support in 2025. However, as Xero is incorporated in New Zealand, the consequences differ from those that typically apply to Australian companies. Under Australia’s two-strikes regime, a second strike ordinarily requires shareholders to vote on a board spill resolution, which, if passed, triggers a meeting at which all directors other than the managing director must stand for re-election. Xero noted that “Resolution 5 is an advisory resolution and does not bind Xero or the Board or have other legal consequences.” The result appears to reflect concerns about a substantial increase in the CEO’s target remuneration, following revised benchmarking, during a year in which the company’s share price fell materially. The use of service-based equity alongside performance-linked awards may also have raised questions about alignment with the shareholder experience.
Gen Digital Inc also saw its remuneration report defeated, with approximately 60% of shareholders withholding support at its AGM on 9 September. The company had granted CEO Vincent Pilette a target U$28.0 million Value Creation Plan award in addition to regular incentives, while increasing his target long-term incentive award by 45% from U$14.5 million to U$21.0 million.
Taken together, the results suggest that investors remain sensitive to substantial pay increases or exceptional awards where the rationale, performance conditions or alignment with shareholder outcomes are questionable.
Significant remuneration opposition was also recorded at Champion Iron (42.1%), Mountview Estates plc (32.6%) and Nike Inc (32.3%).
At Mountview Estates plc, the re-election of Tony Powell and Tracey Hartley as directors failed to secure majority approval from independent shareholders. As the Sinclair family concert party controls more than 50% of the shares, the UK Listing Rules require independent directors to be approved separately by both all shareholders and independent shareholders. The company may convene a further meeting to resubmit the directors within the required 90- to 120-day period at which only one ballot of all shareholders is required.
Nike’s dual-class structure produced a similarly revealing divergence. Directors elected by Class A shareholders received 100% support, while support for those elected by Class B shareholders ranged from 61.5% to 94.9%. Nike Inc operates a dual-class voting structure under which Class A and Class B shareholders vote separately on director elections. Class B shareholders elect 25% of the Board, while Class A shareholders elect the remaining directors.
Although shareholders overwhelmingly approved the Akzo Nobel-Axalta merger at special meetings held by both companies on 5 August, around 37% of shareholders opposed discharging Akzo Nobel’s Supervisory Board from liability. The vote does not suggest opposition to the merger, but may reflect reluctance to grant broad supervisory liability discharge during a major transaction, preserving accountability for oversight of the merger process and governance arrangements. Similarly, at Irish Continental Group plc’s EGM held on 10 September resolutions concerning approval of the scheme of arrangement concerning the recommended cash offer from Bluefin Bidco Ltd received over 80% support, but a resolution concerning management incentives received only 55.5% of votes in favour (76.6% when excluding abstentions which included shares held by participants in the management incentive arrangements).
With peak season now past, only a limited number of shareholder proposals have gone to a vote. The results are broadly consistent with trends observed throughout the 2026 proxy season – which were showcased in Minerva Analytics’ Shareholder Proposal Voting Trends 2026 H1 briefing published earlier this month – with governance-focused proposals continuing to attract higher levels of support than environmental and social proposals. Qorvo Inc saw 38.2% support for a proposal to allow shareholders to act by written consent, while Casey’s General Stores Inc received 39.2% support for a proposal on the shareholder right to call special meetings. At Alimentation Couche-Tard, a proposal requesting that AGMs continue to be held in person, with virtual participation as a complement, received 34.7% support. By contrast, proposals on a shareholder say on environmental and climate objectives received 7.7% support at Saputo Inc and 16.5% at Alimentation Couche-Tard. At Nike Inc, an anti-ESG proposal requesting a report on discrimination in charitable support received just 0.7% support, while a resolution requesting reporting on existing climate targets received 10.2% support. Both proposals were discussed in a previous Minerva Analytics blog post.
Gore Street Energy Storage Fund plc became the latest UK investment trust to face a challenge from activist investor Saba Capital Management at its AGM on 16 September. Saba's proposals that the company cease operating as an investment company and pursue a wind-up, liquidation, reorganisation or unitisation were both defeated, receiving 43.8% and 43.9% support respectively. Although shareholders ultimately rejected the proposals, the results demonstrate meaningful support for Saba's concerns regarding the trust's discount to net asset value and strategic direction. The Board also faced notable opposition on the re-election of Chair Angus Lennox, who received 54.3% support. In its response, the Board acknowledged the significant votes cast both against Lennox and in favour of Saba's requisitioned resolutions, stating that it would engage with shareholders, including Saba, to establish a productive way forward and report on its engagement activities in line with Provision 4 of the AIC Corporate Governance Code.
Korea Zinc held an EGM on 9 September to amend its articles of association to increase the number of Audit Committee members elected separately from other directors from one to two. The amendment was required under the amended Korean Commercial Act, which requires large listed companies to have at least two separately elected Audit Committee members by 10 September 2026. Korea Zinc said failure to comply would create legal risks for the Audit Committee’s composition and operations and noted that it was effectively the only one of 124 companies whose equivalent AGM proposal had been rejected, which it attributed to opposition from MBK Partners and Young Poong (“MBK-YP”).
The EGM formed part of the wider proxy contest between Korea Zinc and MBK-YP. Shareholders also voted on four directors, with two candidates nominated by each side and on a contested independent director election for an Audit Committee seat. The Board reported that the article amendment was approved at the EGM. All four director candidates were also appointed under the cumulative voting standard, with the two MBK-YP nominees receiving the highest levels of support. In the contested Audit Committee election, the Board-backed candidate was elected with 81.8% support, while the MBK-YP candidate received 27.9% votes in favour.
The shareholder proposals scheduled for the remainder of September suggest that governance issues are set to remain at the forefront of investor attention even after the 2026 peak proxy season. At Darden Restaurants Inc’s AGM on 23 September, the Accountability Board has filed a proposal asking the Board to adopt a policy requiring a response where 20% or more of votes are cast against a director nominee. While aligned with expectations that boards should engage after material opposition, a mandatory response policy remains a relatively novel ask and is not yet common market practice.
FedEx Corp is due to face three proposals at its AGM on 28 September. Two focus on traditional governance matters, requesting an independent chair policy and a lower ownership threshold for shareholders to call a special meeting. The third, filed by the Catholic Diocese of Fort Worth, requests a report on the risks associated with distributing mail-order abortion drugs.
General Mills Inc is scheduled to face three proposals at its AGM on 29 September, covering human rights due diligence, pesticide reduction disclosure linked to regenerative agriculture and shareholder approval before issuing blank-cheque preferred stock. ConAgra Brands Inc, which holds its AGM on 23 September, is set to face the same blank-cheque preferred stock proposal. Blank-cheque preferred stock allows boards to issue shares with rights determined without further shareholder approval, potentially weakening oversight or serving as a takeover defence. Similar proposals passed at Bloomin’ Brands and Wendy’s AGMs earlier in 2026 indicating the proposals may receive material support.
While the volume of voting activity has declined since the height of the proxy season in many markets, recent results suggest little has changed in terms of investor priorities. Shareholders continue to scrutinise executive pay where alignment with performance is unclear, use director elections and governance votes to express concerns about accountability and show the greatest willingness to support shareholder proposals that strengthen shareholder rights. Although the peak season has passed in much of the Northern Hemisphere, the Australian and New Zealand AGM season is still to come, offering a further indication of whether these themes continue to resonate with investors. For now, they remain firmly embedded in the governance landscape.
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