Most Significant Votes: Alphabet, AirBnB, General Motors, Palantir, Thomson Reuters, Walmart, Shopify, Warner Bros Discovery, Comcast, Sixt, Nabors Ind., Krispy Kreme, Eisai, China Resources land

By Paul Lee

Welcome back to Most Significant Votes! We continue our run of blogs covering the Northern Hemisphere voting season. As always, we identify the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable.

At the same time as hype around new listings of AI companies, which have dual class share structures maintaining founder control, the shareholders of Google’s parent Alphabet (AGM 5th June) – presumably many of the same institutions eagerly buying the newly available shares – have expressed a deal of caution about such things. Most striking was the 31% support for a shareholder call to equalise voting rights, which looks more like 83% of those able to vote other than the founders, who hold almost all of a special class of shares with 10 times the votes. There is also a third share class with no voting rights whatsoever; 10% (or 26%) of voting shareholders opposed releasing a further tranche of these to fund incentives for executives. And a remarkable 19% (51%) opposed the vote on executive pay: CEO Sundar Pichai received no stock incentives during the year, but wasn’t in practice obliged to cope merely with his salary and benefits of $10 million as past share awards came good such that his ‘compensation actually paid’ was almost $214 million. Fellow senior executives received stock awards worth between $28 million and $40.6 million. There were three shareholder proposals on AI risks, the most well-backed – which asked for greater board oversight – garnering 13% (or 34%) support. And one seeking more clarity on climate commitments gained 8% (20%) backing. Meanwhile, the board has only 2 women out of the 10 directors; this is likely to be the reason for 15% (40%) votes against the re-election of nominations committee chair John Hennessy; oddly, his fellow committee member, Frances Arnold, who is one of those two women, also faced 10% (27%) opposition.

On the same day, tech accommodation platform AirBnB (AGM 5th June) also faced a call to unwind its dual class share structure. This won 7% support, or 84% other than the founders and Sequoia Capital, which benefit from 20 times voting rights on their special share class. Sequoia’s board representative Alfred Lin also faced 3% (or 34%) opposition to his reappointment.

Car giant General Motors (AGM 2nd June) was among those to face a shareholder resolution on human rights. For GM, it was seeking a clear policy on indigenous people’s rights, with examples of concerns including involvement in a lithium mine in Nevada that is on the site of an 1865 massacre and in two projects in Indonesia that are affecting local tribal groups. 16% of shareholders backed the call. Meanwhile, 23% supported having an independent chair, and 29% opposed a management proposal to release more shares for an incentive scheme, with the 2.8% annual dilution of shareholders from the scheme seen as excessive for such a mature business.

Controversial technology company Palantir (AGM 3rd June) also faced a pair of resolutions on human rights; that seeking an impact assessment garnered 13% support, and that pressing for greater due diligence 9% – or 27% and 18% respectively once the votes of the founders are set to one side (the founders hold most of a 10 times voting rights share class and all of a variable vote share class that gives them at least 49.99% of the votes cast). A third shareholder proposal asking for disclosure of political expenditure won 26%, or 54%, backing. Meanwhile, one of those founders, chair Peter Thiel, faced a 13% vote against his re-election, or 38% of those other than himself and colleagues (their variable voting rights are even more skewed on director elections), and fellow director Alexander Moore, ostensibly independent but actually a former employee, saw 15% (or 43%) opposition to his reappointment.

Canadian media firm Thomson Reuters (AGM 10th June) is also seen as having its products used by US immigration enforcer ICE. A call for a human rights impact assessment there won 5% support, or 20% of investors other than Woodbridge, the investment vehicle of the founding Thomson family. In addition, two Woodbridge-related directors, Michael Friisdahl and Peter Thomson, each faced 3% (or 12%) opposition to their reappointments.

The contentious issue of US immigration also reared its head at retail behemoth Walmart (AGM 4th June), which faced a few shareholder resolutions. All the key ones related to workforce issues: 8% of shareholders, or 17% other than the founding Walton family (which retains 44% of the shares), backed a call for greater care over health & safety issues; 5% (or 12%) sought insights into implications of US immigration policy on the company’s operations; and 6% (13%) wanted to understand the implications of AI and other technologies for employment practices.

Canada’s ecommerce facilitator Shopify (AGM 16th June) was also pressed on its oversight of AI, including human rights risks associated with it. There, 14% of investors backed the shareholder resolution, or 27% other than founder and CEO Tobias Lutke, whose 10 times voting right shares are supplemented with a Founder share guaranteeing him 40% of all votes. 19% – or 36% – of shareholders opposed executive pay at the company. We have to assume that Lutke supported this, though perhaps it’s possible that he may have been miffed to receive ‘just’ $35 million in options in 2025, a stark reduction on his $150 million in total incentives in the prior year.

There were some other still more remarkable votes against remuneration this fortnight. With 84% opposition to its vote on executive pay, foremost among these was US media giant Warner Bros Discovery (AGM 9th June), currently facing takeover by Paramount. CEO David Zaslav enjoyed pay of $165 million last year following a special award of $110 million in options as an ‘inducement’ to sign a refreshed employment agreement (he’s been in role since 2021) which might otherwise have led to marginal reductions in his incentive opportunity over the (now theoretical) 5-year life of the contract. This puts his pay at 1378 times the in itself remarkably high average pay at the company of almost $120,000. In case these numbers don’t sound that large, Zaslav’s ‘compensation actually paid’ in the year, which includes the movement in the value of outstanding incentives, was $636 million. Investors also sought to sanction the members of the compensation committee, with 52% declining to re-elect committee chair Paul Gould – though with the plurality vote system applied by Warner Bros, a single vote in favour was sufficient to return him to the board – and the other committee members facing opposition of at least 31%.

The headline vote on pay at media rival Comcast (AGM 10th June) was less striking, at 42%. But once the votes wielded by chair and co-CEO Brian Roberts (his share class enjoys around 188 times as many voting rights as ordinary shareholders) are set aside, this looks more like 67% opposition. Roberts himself received $35 million during the year, but Michael Cavanagh, who was made co-CEO at the start of 2026, received nearly $72 million, including a $40 million stock award associated with his promotion. A shareholder proposal seeking an independent chair won 27% backing – or 43% of those other than incumbent Roberts.

At German car rental company Sixt (AGM 17th June) the headline 17% opposition to the remuneration report looks more like an astonishing 93% vote against once the votes wielded by chair Erich Sixt are set aside. Investors are particularly agitated about Sixt personally, with 54% refusing to approve his actions over 2025, in contrast to the overwhelming support for the three other supervisory board members. This is not a resolution that Sixt himself votes on, and nor was the vote to approve the actions of the management board, opposed by 38% of investors. The two co-CEOs, both Sixt scions, each received €3.5 million; investor concerns at least in part seem to revolve around a class action settlement in  the year regarding overcharging customers for damage costs, which does not appear to have been reflected in pay decision-making.

Almost as notable was the vote at Bermuda-incorporated US oil and gas driller Nabors Industries (AGM 2nd June), where 66% opposed its executive remuneration. Chair and CEO Anthony Petrello enjoyed a $19 million cash bonus for delivering two so-called ‘exceptional strategic transactions’. This took his overall pay to nearly $30 million, or some 514 times the average pay at the company. Investors would rather management was rewarded for delivering value through transactions than just for doing deals. So incensed were they that remuneration committee chair Tanya Beder faced a 22% vote against her re-election and her fellow committee members at least 14% opposition. The fact that Beder is the sole woman on the board of eight also led to a 16% vote against the reappointment of Michael Linn, chair of the nominations and corporate governance committee.

And at doughnut company Krispy Kreme (AGM 10th June), 20% of investors, or more like 63% other than major shareholder JAB (the investment vehicle for German billionaires the Reimann family), opposed a resolution to allow more shares to be issued to fund incentives. Investors clearly feel the level of dilution – 3% on average a year, and more than 6% in just the last year – is far too high for this sort of business.

Next week sees the bulk of Japan’s shareholder meetings, which still happen in a glut of hundreds over a few days. The early foothills of that mountain range included one meeting that may be a small sign of things to come. Investors in underperforming healthcare business Eisai (AGM 17th June) expressed disquiet at value delivery through a 14% vote against the re-election of CEO Haruo Naito. He’s a member of the founding family and one assumes that the foundation bearing his family name voted its 1.5% of the shares in his favour. The company acknowledges the need to have a more independent succession for the CEO, something investors seem keen to encourage.

Finally, while there is some ongoing debate among investors about whether there should be a maximum expected tenure for the audit firm (with many seeking to apply the European 20-year limit on a global basis), there’s no variation in the view that multiple changes of auditor in a few years is a red flag. As China Resources Land (AGM 9th June) is the Hong Kong-listed vehicle of a Chinese real estate parent, it is still sometimes referred to as a ‘red chip’ company. Ernst & Young departed as auditor in 2023, to be replaced by KPMG, but now the company is proposing Deloitte to take over the role. An unusually high 12% of investors opposed the firm's appointment – fully 45% excluding the 60% shareholding of the Chinese parent. This also seems to have driven some unusually sizeable votes against directors, including 6% (or 23%) against audit committee chair Lincoln Leong. Though Hong Kong-listed, China Resources Land is Cayman-incorporated “and to the knowledge of the Board, there is no requirement under the laws of the Cayman Islands for the retiring auditor to confirm whether or not there is any matter connected with its retirement which need to be brought to the attention of the shareholders or creditor of the Company”, so no such disclosure is provided by KPMG – as might be expected in many other markets.

That’s it for this fortnight. We’ll be back in two weeks’ time, and for the last time for this run, on July 3rd.

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