Brera Holdings PLC, operating as Solmate Infrastructure and trading on Nasdaq under the ticker SLMT, just pulled off a board sweep that almost nobody in the governance world was rooting for. All five incumbent directors were re-elected at the company’s 2026 Annual General Meeting on June 26, despite an independent proxy advisor explicitly telling shareholders to vote every single one of them out.
The AGM took place in Abu Dhabi with 71.49% of outstanding shares represented in the vote. Support levels for the directors ranged from 62% to nearly 70%, a comfortable margin by any standard, and a particularly pointed rebuke of the opposition campaign that had been building for weeks.
The proxy fight and the lawsuit
RBCH Ltd., the company’s largest external shareholder with over a 10% stake, had filed a derivative lawsuit against the board just four days before the AGM, on June 22. The suit alleged breach of fiduciary duty and self-dealing, among other governance concerns.
At the center of the dispute: a registered direct offering completed in May 2026. According to the allegations, two directors, Ron Sade and Keren Maimon, acquired 2.298 million shares at $4.97 per share through the RDO. RBCH claims those shares represented approximately 34% of the company’s net asset value and diluted other shareholders to the tune of $18 million.
