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Welcome to the latest Minerva Proxy Update. As the UK and US proxy season draws to a close, this week’s standout votes underline several recurring themes that have shaped the season, including investor unease over governance failures, board accountability and the use of broad shareholder authorities. From minority shareholder resistance at Ainsworth and a failed pay vote at DroneShield, to investors rejecting blank-check powers at Flutter and revisiting accountability questions at Netflix, it is clear that shareholders remain willing to challenge boards where oversight, transparency or alignment appear weak. As attention now turns to Japan, the next phase of the season looks set to test many of the same issues, particularly around governance reform, leadership accountability and the growing role of shareholder activism.
At Australian-based Ainsworth Game Technology Ltd’s AGM on 27 May, several resolutions attracted notable dissent. Board-backed directors drew 22–26% opposition and the remuneration report received a first strike. The meeting took place amid a dispute between controlling shareholder Novomatic and minority shareholder Kjerulf Ainsworth, which appears to have contributed to elevated opposition across the ballot. Kjerulf Ainsworth’s nominee, Samuel Lawrence, was not elected, receiving 25% support. Two resolutions backed by Novomatic, one to amend constitutional provisions on directors’ remuneration and disclosure of interests, and another to renew proportional takeover provisions, also failed to reach the 75% threshold required to pass, suggesting concern among minority shareholders about further entrenchment of the controller. A week later, the company announced the resignations of board chairman Danny Gladstone and company secretary Mark Ludski following reports about historical personal payments linked to the sale of control to Novomatic, reinforcing governance concerns.
Also in Australia, at DroneShield Ltd’s AGM on 29 May, the resolution to approve the remuneration report failed with only 46% support. Although the remaining AGM resolutions passed, the re-election of Hamish McLennan drew around 18% dissent and the grant of LTIP awards to CEO Angus Bean narrowly passed, with 44% dissent. The results appear to reflect investor concerns over governance and oversight following the launch of an Australian Securities and Investments Commission investigation into the company’s market announcements and share trading activity during a period of share price volatility.
At Flutter Entertainment plc’s AGM on 29 May, resolution 3c on preferred share issuance failed with only 53% support, below the 75% threshold required. The proposal would have allowed the board to issue preferred shares on terms it set itself, giving broad discretion over the rights attached to those shares. Shareholders often oppose this type of “blank-check” authority because it can affect control, dilute existing investors, or create anti-takeover protections.
At Netflix’s 2025 AGM, the re-election of lead independent director Jay Hoag failed to obtain majority support due to concerns about his attendance at board and committee meetings, attracting only around 22% support. Mr Hoag offered his resignation, but the board rejected it, stating that his continued service was in the best interests of the company and its shareholders. Notably, Mr Hoag serves as chair of the nomination committee and therefore oversees the nomination and election processes at Netflix, although the board confirmed that he was not involved in the board’s decision. At the 2026 AGM on 4 June, however, his re-election passed with around 93% support. The sharp rebound in support suggests investors were willing to move past the prior year’s attendance concerns, despite the board’s decision to reject his resignation after he failed to secure shareholder backing. At the same meeting, a shareholder proposal seeking the right for shareholders to act by written consent received notable backing of 44%.
Japan will face its first significant shareholder activism campaign next week. East Japan Railway is facing a campaign centred on shareholder concerns regarding recent safety incidents as well as broader governance issues. The proposals, which have been submitted by a group that has not been publicly identified, represent an attempt to shake up the board following dissatisfaction over operational safety and perceived weaknesses in oversight.
Minerva notes that two proposals seek the removal of senior leadership. These resolutions aim to remove both President and CEO Yoichi Kise and Chairman Yuji Fukasawa from the board. The group argues that, through a combination of cost-cutting, workforce restructuring and reduced maintenance spending over time, the company’s safety culture has slowly weakened and that this has led to the recent accidents and regulatory warnings. East Japan Railway, however, rejects both proposals and states that safety remains one of the company’s highest priorities under current leadership, alongside its long-term investment programme.
The remainder of the proposals focus on governance reform rather than outright leadership changes. Minerva notes that one proposal requests the company create a new Safety Advisory Committee at board level to strengthen oversight of risk and safety decisions. In addition, one proposal seeks to establish a committee to improve board-level oversight of labour standards, working conditions and employee welfare, namely the Compliance and Workers Protection Committee. Finally, shareholders have put forward a proposal to introduce a Labour-Management Autonomy Investigation Committee and related supervisory roles to review suspected unfair labour practices and strengthen transparency around union relations and workplace governance.
Additionally, the UK-based company Impax Environmental Markets plc is facing a General Meeting immediately after its scheduled AGM, called by hedge fund activist Saba Capital Management. Saba is the company’s largest shareholder and has filed resolutions to replace the entire board with a new slate of directors.
This comes as the company has experienced continuous underperformance over the past five years, as well as a 100% exit tender process. The tender process was enacted in response to the threat of a takeover by Saba and saw nearly 78% of shareholders sell their shares, leaving Saba as the major shareholder of a fund that has decreased from over £900 million to just £200 million. Given that Saba is now effectively a controlling shareholder, it has proposed new nominees to replace the current board.
There are concerns regarding this election slate, given the impact that such comprehensive restructuring would have on the management of the company and its board. However, Saba has made limited disclosures regarding the backgrounds of the nominees and has provided little information regarding a financial and operational plan should the proposals succeed. Given Saba’s extensive ownership of the company’s shares, there is a good chance of success for these proposals, but the lack of disclosure may put shareholders off voting in favour of the nominees.
Minerva notes that next week features only two notable “vote no” campaigns and these are at Datadog Inc on 15 June and CrowdStrike Holdings Inc on 17 June.
At Datadog, activist investor John Chevedden has put forward a “vote no” campaign against the chair of the Governance Committee, Matthew Jacobsen. Chevedden’s argument focuses on the role Jacobsen played in overseeing Datadog’s proposed reincorporation from Delaware to Nevada. The scrutiny arises because critics believe this move will ultimately weaken shareholder protections. Furthermore, the campaign highlights the significant pushback from a minority of shareholders who opposed the change despite insider-heavy voting structures. The campaign further argues that this signals meaningful governance concerns and misalignment with ordinary shareholders.
At CrowdStrike, John Chevedden has also submitted a “vote no” campaign, this time recommending that shareholders vote against Laura Schumacher, the chair of the Governance Committee. Here, the reasoning is slightly different, as Chevedden believes Schumacher is responsible for maintaining poor governance standards, such as shareholders’ inability to call special meetings, act by written consent or adopt simple majority voting standards. Moreover, the campaign also criticises the board’s decision to exclude a proposal to reduce supermajority requirements. As we have seen all season, companies have been removing proposals at will following the Securities and Exchange Commission’s (SEC) Rule 14a-8 expanded no-action exclusion framework, which has made it easier for boards to omit proposals from their agenda.
As we move into the Japanese proxy season, keep an eye out for future blogs outlining the upcoming meetings and the significant proposals we can expect to see.
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