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The battle over special meeting rights intensified this proxy season, sharpening a broader debate over how much leverage shareholders should have between annual meetings. In the opening six months of the year, 40 shareholder proposals on the topic faced a vote at U.S.-based annual meetings, up from just 25 in the same period of 2025 and with average support reaching 40%, Diligent Market Intelligence (DMI) Voting data show. And while many companies have moved to recognize the right in principle, a tension has surfaced about whether they are willing to set the threshold low enough for that right to carry any real weight. A meaningful baseline HubSpot was one of four companies where a shareholder proposal secured majority backing in H1. The resolution, led by John Chevedden, had linked the right to a 10% ownership threshold and had argued that “now could be a ripe time for this policy since HUBS stock was at $866 in 2021 and was down to only $398 in late 2025 despite a robust stock market.” It went on to secure 79% approval at a June 15 annual meeting. In opposing the measure, the CRM provider had argued that it would give disproportionate influence to a limited group of shareholders and impose meaningful costs and operational burdens. The company did, however, outline that it recognizes that many “mature” public companies implement special meeting rights, adding that its board expects to reevaluate its stance ahead of the 2027 proxy season. As such companies respond, the discussion often shifts to whether the thresholds attached to such meetings make those rights meaningful in practice or largely symbolic. Douglas Chia, president of Soundboard Governance, said some boards view shareholder rights as open to abuse and will move to guard against that risk. "Some will opt to give shareholders the right to call a special meeting but keep it at a high threshold so it doesn't get abused and I think a lot of the larger investors generally agree with that approach,” he told DMI. John Chevedden, who led 36 of the proposals to face a vote in H1, is one to have noted an uptick in rival company proposals this season, with many set at a 25% threshold. “Companies are giving the greatest indication yet that they're not afraid of the 25% threshold. That's all the more reason to vote for 10%," he told DMI. "Because then you have a reasonable ability to call for a special shareholder meeting. At 25%, especially when it's based on shares outstanding, it puts it out of reach." ICU Medical was one of the companies to feature two competing special meeting proposals on the ballot of its May 13 annual meeting, with a management resolution seeking a 25% threshold securing 94% backing and a Chevedden-led proposal linked to a 10% threshold winning 41% support. ICU had made the case that its proposal "strikes an appropriate balance between enhancing stockholder rights and protecting the long-term interests of the company and all stockholders,” while arguing that Chevedden’s lower threshold was “inconsistent” with wider market practices and open to potential misuse. Papa John's International also featured rival proposals on its ballot, with The Accountability Board seeking a 15% special meeting threshold while describing the existing 60% threshold as "unreasonably prohibitive." The pizza chain responded with a threshold set at 25% and ultimately secured 93% backing, while 49% of votes were cast in favor of the shareholder proposal. Advisors warn, however, that competing proposals can also carry considerable risk by creating confusion for both the investor base and ultimately the board. “Is it considered responsive to a shareholder proposal if you adopt the management proposal even though the shareholder proposal also passed,” said Jeff Barbieri, ESG director at Aon. “That confusion is not helpful for companies or for investors."
A safeguard While special meeting rights may be sought, they are rarely used and are more generally observed to serve as a safeguard for investors to escalate concerns. "There can be a misconception that when one of these resolutions passes, it means that investors want to do something, that they want to be more activist or impact the board,” said Barbieri. “In reality, it’s something that investors view as a ‘worst-case scenario’ that they would like to have, allowing them to express a view in between AGMs.”
