Minerva Proxy Update
24 April 2026
By Caoimhe Taylor, Daniel Kehoe and Thomas Bolger
This proxy update highlights key voting outcomes from the past few weeks of the 2026 proxy season and assesses key developments for the week ahead.
BP’s AGM yesterday offered an early signal of how the 2026 proxy season is taking shape. Around 18% of shareholders voted against the re‑election of the chair (20% when including abstentions) after the company excluded a shareholder‑filed climate resolution without providing a clear public explanation, turning a procedural decision into a broader test of board credibility. The vote suggested that, for many investors, confidence in process now matters as much as the substance of any individual proposal. These concerns also contributed to the defeat of the board’s proposals to revoke previous successful climate-related shareholder proposals and to amend the articles to enable the holding of virtual-only meetings.
That pattern is becoming more visible as attention turns to upcoming meetings at issuers such as NatWest Group and Goldman Sachs, where investor pressure is also concentrating on board leadership rather than standalone resolutions. With fewer shareholder proposals reaching the ballot following changes to SEC no‑action practice, director elections are increasingly where concerns about oversight, transparency and risk management are being expressed, placing chairs at the centre of this year’s accountability debates.
Key votes so far
Early voting outcomes reinforce the point that governance remains the area where investors are most willing, and most able, to exert pressure.
BP’s AGM delivered a notable governance signal, with around 18% of votes cast against the election of Chair Albert Manifold (20% when including abstentions), well above market norms, though below the 24% opposition against the then Chair Helge Lund at BP’s 2025 AGM. Last year, shareholder concern centred on BP scaling back its climate commitments without putting an updated transition plan to a vote. This year’s dissent followed the board’s decision to exclude a shareholder resolution filed by Follow This and institutional co‑filers, citing legal advice without publicly explaining the basis for that conclusion. These concerns contributed to the defeat of the board’s proposal to revoke the 2015 and 2019 climate shareholder resolutions, as well as a shareholder proposal filed by the ACCR receiving more than 20% support. Unease was also evident in the vote on a bundled constitutional resolution permitting online‑only general meetings, which attracted higher‑than‑usual opposition. Taken together, the outcomes point less to a climate protest vote than to concerns over process, transparency and board‑shareholder engagement. Notably, while the revocation and constitutional amendments required a 75% supermajority, they failed to secure even a simple majority.
At Porvair plc (AGM 14 April 2026), special resolutions covering share issuance authorities, buybacks and shortened notice periods failed to secure the 75% support required. Concentrated ownership appeared to prove decisive, with GGG SpA and Long Path Partners together controlling more than 40% of the share capital, making it easier for minority blocks to impact elevated approval thresholds.
At Deutsche Telekom AG (AGM 1 April 2026), 42.86% of votes were cast against the adoption of an exclusive jurisdiction clause in the articles. While such provisions are common in the US, the scale of opposition in a European context points to investor sensitivity around mechanisms perceived to constrain litigation options and the importing of US style practices.
At Bank of New York Mellon (AGM 14 April 2026), the say‑on‑pay vote attracted 44% opposition following a one‑off transformation and retention award for CEO Robin Vince. The award, comprising $25 million in restricted stock units plus 869,263 stock options that vest subject to continued employment, was defended on executive leadership retention grounds. Institutional voting policies, however, remain sceptical of one-off awards outside standard incentive frameworks, and the result suggests these structures will remain a flashpoint through 2026.
Saba Capital Management’s activist push in the UK investment trust sector faced a setback after its renewed campaign at Edinburgh Worldwide Investment Trust plc failed to win majority support at a general meeting in January requisitioned by Saba , despite Saba increasing its stake to more than 30%. Saba had proposed to remove all six board directors and appoint three of its own candidates at the meeting. A board‑proposed tender offer at a general meeting in April, positioned as a pre‑emptive response to a potential change‑of‑control, also failed in a boost to Saba. With Saba again nominating directors at the 30 April AGM, the campaign is not over and remains an activist case to watch as the proxy season unfolds.
Governance‑focused shareholder proposals, by contrast, continue to find support where they align with established best practice. Shareholders at Zscaler Inc (AGM 12 January 2026) approved a proposal to declassify the board, while investors at Keysight Technologies Inc (AGM 19 March 2026) backed a proposal allowing holders of 10% of shares to call a special meeting. These outcomes contrast with the more challenging environment facing social and environmental proposals.
What to watch next week
The coming week places those trends into sharper relief, particularly among large US issuers.
At Wells Fargo, Goldman Sachs and Coca‑Cola, shareholders are seeking formal policies requiring the board chair to be independent. At Goldman, the issue intersects with wider scrutiny of board oversight of climate risk and strategic consistency. Political spending transparency also returns as a recurring theme, with proposals on the ballot at Goldman Sachs and Pilgrim’s Pride.
Sustainability‑focused proposals remain prominent at Coca‑Cola and Constellation Energy, including requests for enhanced reporting on climate risk, diversity and supply‑chain impacts. Support levels will be closely watched, particularly as investors weigh the effectiveness of proposal votes against other escalation tools.
Proposal exclusions and the SEC backdrop
Overlaying these votes is a material procedural shift. In November 2025, the SEC announced it would not respond to no‑action requests during the 2026 proxy season, giving companies greater latitude to exclude shareholder proposals. The effect is already visible.
For meetings in the coming week, excluded items include a proposal regarding charitable giving disclosures at Truist Financial, a right‑to‑call‑special‑meetings proposal at Constellation Energy, political spending disclosures at Huntington Ingalls Industries, and a right‑to‑act‑by‑written‑consent proposal at Church & Dwight. The exclusions to date appear skewed towards governance resolutions seeking changes to articles and bylaws, narrowing formal channels for shareholder dialogue.
Director elections as the pressure point
Against that backdrop, director elections are becoming a focal point for investor escalation.
At NatWest Group (AGM 28 April 2026), a campaign led by ShareAction is urging shareholders to oppose the re‑election of chair Rick Haythornthwaite following changes to the bank’s oil and gas policies and reduced transparency around its climate targets. At Goldman Sachs (AGM 29 April 2026), ShareAction is opposing the re‑election of chair and CEO David Solomon, citing the move away from firm exclusions on Arctic oil and thermal coal financing towards a more discretionary approach.
In both cases, the campaigns reflect a broader reality: as fewer proposals reach the ballot, director elections are increasingly being used to signal concern about strategy, risk oversight and credibility at board level.
Taken together, the 2026 proxy season is shaping up to be defined less by the volume of shareholder resolutions than by how boards handle contested governance decisions. BP’s AGM, where procedural opacity translated into elevated dissent, illustrates how quickly trust can become the central issue when proposals are filtered out before reaching a vote. As formal channels narrow, director elections are increasingly where investors register concern, particularly over process and oversight. Readers can find a deeper analysis of BP’s AGM and its implications for board accountability in the linked article here.
Last Updated: 24 April 2026