Shareholders of Commerce.com Inc (NASDAQ: CMRC) showed growing dissatisfaction with the company's direction at the annual meeting on Thursday, registering substantial withheld votes for senior directors and calling attention to an escalating dispute with Rezolve Ai Ltd (NASDAQ: RZLV) over a proposed all-stock combination.
At the meeting, nearly 32% of votes were withheld from Executive Chair Ellen Siminoff, and roughly 35% were withheld from Director Donald Clark, signaling a sizable minority of shareholders unhappy with board stewardship and the handling of recent developments.
Sequence of offers and defensive measures
Rezolve initially approached Commerce.com in February 2026 with an unsolicited all-stock proposal that would have exchanged one share of Rezolve for each share of Commerce.com. The Commerce.com board unanimously rejected that 1-for-1 offer. Rezolve then amended the overture to propose one share of Rezolve in exchange for two shares of Commerce.com - a 1-for-2 exchange - which the board again unanimously turned down.
In April, Rezolve moved its 1-for-2 all-stock proposal directly to Commerce.com shareholders. That shareholder-directed action triggered Commerce.com to adopt a poison pill, a defensive mechanism designed to guard against what the board perceived as a coercive or opportunistic transaction.
Rezolve's arguments to shareholders
In a letter to Commerce.com shareholders, Rezolve argued that Commerce.com's board has not adequately protected shareholder value and has failed to present a credible long-term strategy. The letter asserted that Commerce.com shares have declined by more than 96% under the current board and management team. On revenue performance, it noted that annual recurring revenue growth has slowed to roughly 3% year over year, while the board has forecasted even weaker growth of about 1.5% going forward.
Rezolve characterized Commerce.com as a "zombie stock" with limited liquidity and few catalysts that could trigger a market re-rating. The letter also assessed Commerce.com's capabilities relative to the emerging shift toward agentic commerce, contending the company lacks proprietary AI architecture and the large-scale infrastructure necessary to compete effectively in that evolving space.
Rezolve emphasized its own recent operating metrics and valuation case, citing what it described as "explosive" 543% revenue growth in the second half of 2025 and asserting strong forward visibility, including projected year-over-year growth of 7.5x in 2026. Rezolve further contended that its shares are materially undervalued, citing a Wall Street consensus price target of $11 per share - roughly four times the then-current trading price - and arguing that a 2:1 exchange would deliver $5.50 of implied value per Commerce.com share.
Commerce.com's response
Commerce.com countered that Rezolve's proposal significantly undervalues the business, saying the offer implied nearly a 50% discount to Commerce.com's market value. Beyond that valuation rebuttal, Commerce.com cited the recent adoption of the poison pill as part of its defensive posture after Rezolve took the amended proposal directly to shareholders.
Despite the friction, the dispute has attracted clear shareholder attention, as reflected in the withheld votes at the annual meeting. The degree of shareholder dissatisfaction suggests investors are unhappy with the board's handling of both the company's performance and the takeover approach.
Where things stand
Neither Rezolve nor Commerce.com has responded to a request to comment. The contested proposals, the board's defensive measures, and visible shareholder discontent leave the situation unresolved and the market watching whether engagement between the parties will follow.
For investors and market participants, the case touches on governance dynamics, valuation disputes in takeover scenarios, and strategic questions about competitive positioning in AI-driven commerce models.
Bottom line
Shareholders signaled clear frustration at the annual meeting as the tug-of-war between Commerce.com's board and Rezolve plays out. The adoption of a poison pill, the board's unanimous rejections of Rezolve's offers, and the stark performance and valuation claims from both sides have combined to create a contested corporate governance episode that remains open-ended.