Starbucks’ Shareholder Showdown: Investors Issue ‘Vote No’ Campaign Against Director Duo
23 February 2026
Starbucks shareholders have called on their fellow investors to vote against the re-election of two company directors at its 25 March AGM due to “sustained oversight failures of labor relations”. The letter outlines concerns over the escalation of labour disputes, intensified operational and reputational risks and the removal of the Board’s newly formed oversight committee. “The sudden U-turn on labor relations oversight by Starbucks’ Board is inconsistent with the Company’s turnaround strategy and commitments – and changes have not been explained to shareholders,” it stated.
Investors’ Issues
The letter from the shareholders spotlights three core issues which they consider means that “shareholder action is warranted”. These are: significant labour relations risk oversight failures, backslides by the board on labour relations oversight amid “escalating labour conflict”; and prolonged labour conflict counter to turnaround objectives which risks “jeopardizing long-term shareholder value”. The shareholders argue that Knudstorp and Ford “bear responsibility for the failed oversight of these issues by the Board”.
A particular area of contention is Starbucks’ elimination of its Environmental, Partner and Community Impact Board Committee without clear justification. The letter’s signatories include New York State Comptroller Thomas DiNapoli, New York City Comptroller Mark Levine, the Shareholder Association for Research and Education and SOC Investment Group.
Increasing Director Dissatisfaction
At the past few AGMs there has been solid shareholder dissent on the re-election of Knudstorp as a director. Last year, 10.7% of votes were cast against his re-election, 9.7% in 2024 and a high of 15.6% in 2023. Shareholder dissatisfaction with Ford is lower but has been increasing, from 0.4% in 2023 up to 2% in 2024 and 5.4% in 2025. Votes cast against their re-election could well rise compared to 2025 given the heightened shareholder scrutiny.
‘Vote No’ Challenges
‘Vote no’ campaigns are primarily used by shareholders to urge fellow shareholders to vote against a resolution due to ESG concerns rather than by filing a shareholder proposal to raise the issue. These campaigns risk being majorly impacted by recent significant changes by the US Securities and Exchange Commission (SEC) to the use of its EDGAR filing platform and exempt solicitation notices. This could further limit shareholder ability to hold investee companies to account given the SEC’s changes to the shareholder proposal regime, including heightened thresholds for resolutions to be submitted or re-submitted and giving companies the ability exclude proposals without Commission assent, although the latter has created greater uncertainty for both investors and companies.
Thomas Bolger, Senior Stewardship Analyst at Minerva Analytics, warned that the SEC’s revised position on voluntary exempt‑solicitation filings significantly curtails the ability of smaller shareholders to run effective ‘vote no’ campaigns or to respond to board positions on shareholder proposals”. Major shareholders – including AFL-CIO, As You Sow, Ceres, the Interfaith Center on Corporate Responsibility and the Shareholder Rights Group – met with the Commission in January and stressed concerns over this change and other developments that risk undercutting shareholder rights.
There are examples of ‘vote no’ campaigns at other companies in the coming weeks. US fast food firm Jack in the Box faces a campaign by Biglari Capital, which holds a significant stake in the company of just under 10%. Biglari Capital has urged fellow shareholders to vote against the re-election of Board Chair David Goebel for a plethora of issues, including concerns regarding financial and operating performance amidst a material fall in shareholder value and TSR underperformance, as well as governance concerns including a lack of board refreshment and management instability with three CEO and eight CFO transitions since 2020 under Goebel’s watch. Jack in the Box’s AGM will take place on 27 February.
Starbucks’ AGM Agenda
Starbucks is set to face six shareholder proposals at its AGM, five of which management has recommended a vote against and one which it has provided no recommendation for. The proposals include one requesting the establishment of a policy to separate the roles of Chairperson and CEO, while another requests the board to report on median compensation and benefits gaps across gender related to reproductive and gender dysphoria care. The proposal which the board provided no recommendation for requests the removal of supermajority voting provisions. Due to the proposal topic and board recommendation, it is highly likely that it will get majority support, with similar proposals performing well in 2025.
This marks an increase in the number of shareholder proposals compared to previous years. Starbucks faced five shareholder proposals in 2025, three in 2024 and five in 2023. This somewhat clashes with the idea that the number of shareholder proposals would decrease in 2026 due to the SEC’s controversial change in approach to ‘no action’ requests. The company had filed ‘no action’ requests against four of the six proposals but has opted to include them in its proxy materials – perhaps erring on the side of caution amid heightened litigation risks – underscoring the uncertainty and confusion caused by the SEC’s shift.
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Last Updated: 23 February 2026