Nissan shareholders vote out director who backed merger with Honda
Former Mizuho executive Motoo Nagai fails to receive approval for reappointment after Renault abstains
Nissan shareholders have rejected the reappointment of Motoo Nagai, an influential outside director who was behind a push to merge the Japanese carmaker with rival Honda.
The company said on Tuesday that Nagai had not gained the 50 per cent approval required for his reappointment, while 11 other board directors had been voted through.
The FT reported on Saturday that Renault, which holds a 15 per cent voting stake in the Japanese group, planned to abstain over concerns about his independence.
The ousting of Nagai, a former senior executive at Mizuho, Nissan’s largest creditor, is the latest twist in the turbulent 27-year alliance between the Japanese and French carmakers.
Nagai was a key supporter of shortlived merger talks with Honda at the end of 2024 to create a Japanese carmaker with comparable scale to Toyota to better compete with Chinese electric-vehicle producers.
The combination was initially touted as a merger of equals, but discussions were abandoned in less than three months after Honda pushed to have greater control by turning Nissan into its subsidiary.
Renault rejected the proposal in part because “it did not include any premium”.
During the merger talks, Honda was pitched as an alternative to Foxconn, the Taiwanese supplier to Apple which was in discussions to acquire Renault’s Nissan stake.
Honda has subsequently been plunged into its biggest-ever crisis after posting its first annual loss since listing in the 1950s on a mistimed EV bet.
Proxy advisers Institutional Shareholder Services and Glass Lewis had urged shareholders against voting for Nagai amid concerns about his independence.
After a decades-long career at Mizuho, he was appointed as Nissan’s outside statutory auditor in 2014 and became a board member in 2019.
Nagai was nominated to be chair of the audit committee and a member of the nomination and compensation committees, which would have given him influence over appointments to key executive roles. Nissan is now likely to proceed with a board of 11 members instead of 12.
The board drama comes as chief executive Ivan Espinosa seeks to reignite sales growth after executing a turnaround plan that involved cutting 20,000 jobs and shutting or selling seven out of 17 plants.
Renault agreed to strip back its alliance with Nissan in 2023, but the FT reported last year that leadership changes at both companies had triggered a new review to revive the partnership.
The rebalancing of the alliance capped Renault’s voting rights at 15 per cent, as well as agreeing to reduce its stake from the current level of 36 per cent.