Automatic voting programs are unlikely to be implemented in Canada without regulatory relief, and it is unclear whether Canadian securities regulators have the requisite jurisdiction. Companies considering such a program would need to navigate Canada’s proxy solicitation rules. In addition, Exxon’s retail voting program has received criticism since the SEC granted its no-action letter – late last year, shareholder advocacy groups requested that the SEC rescind its no-action relief and a lawsuit was brought in New Jersey against Exxon and its board of directors, alleging, among other things, a breach of directors’ fiduciary duties in adopting the program. Observations from Recent Contested Situations in Canada C-SUITE TURNOVER: CEO SUCCESSION IN THE CROSSHAIRS At the end of 2025, a record 32 CEO resignations followed activist campaigns in the United States, surpassing 2024’s previous high of 27. 2 In Canada, C-suite turnover following activist campaigns remains less frequent than in the United States (reflecting fewer overall campaigns), but 2025 saw seven C-suite 3 departures within approximately one year of a public demand at Canadian issuers. This is lower than the 11 resignations in 2024 and 17 in 2023, but C-suite resignations have historically followed in roughly 15% to 30% of public demands directed at Canadian issuers. C-suite succession has become a hot topic for issuers and activists alike, especially in the U.S., with recent examples including Mantle Ridge’s campaign at Air Products and Chemicals, Inc. and Trian Fund Management’s campaign at The Walt Disney Company. It was also a key area of focus for activists in Canada, with recent examples including Browning West’s campaign at CAE and Elliott Investment Management’s campaign at Lululemon Athletica. Succession planning remains a critical governance priority for boards, not only to mitigate activist criticism but also to ensure the company’s long-term stability and success. A mishandled plan can invite succession-related activism resulting in wholesale change, as was the case in Browning West’s campaign at Gildan Activewear in 2024. However, the absence of an announced and clear succession plan is not necessarily fatal if current executive leadership is viewed as strong and capable and the company has strong financial results to reinforce shareholder confidence in management, as was the case in Trian’s unsuccessful proxy contest at Disney.
M&A AS AN ACTIVISM DEFENCE
Pursuing an M&A process is a high-stakes response to an activist. The tactic carries numerous risks, including the risk that potential bidders may feel that they have greater leverage in negotiations given that the target board is already under pressure from the activist. In its recent battle with major shareholder Simpson Oil Limited (Simpson Oil), Parkland Corporation (Parkland) managed to successfully deploy this strategy at the eleventh hour. In April 2025, Simpson Oil, then the largest shareholder of Parkland with approximately 19.8% of its common shares, nominated 9 individuals for election to Parkland’s 13-person board. Before the formal nomination, Simpson Oil had engaged with Parkland’s board and publicly advocated for a strategic review, including a potential sale of the company.
2 Source: Barclays Shareholder Advisory Group, Q3 2025 Review of Shareholder Activism. 3 Includes Executive Chair position.
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Governance Insights 2026
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