AGM Voting Trends Report
Over the past decade, there has been a marked shift in the level of investor engagement with companies on governance and wider ESG issues. This has been accompanied (or perhaps driven) by increased regulatory requirements, the expansion of investor stewardship teams, growing concern over corporate impact on society and the environment; and more detailed analysis by proxy advisors.
Over that time, while instances of significant dissent at AGMs have not necessarily increased dramatically, there has been a broader-based rise in instances and levels of dissent; and across a wider range of issues.
Our team at FTI Consulting provides support to companies in evolving their ESG practices and disclosures to balance commercial aspirations with investor, regulatory and societal needs. As part of the process, we review and analyse annual voting trends to draw insights into what is happening at AGMs and to help companies anticipate shifts in investor thinking for the period ahead.
For 2024, we have expanded our coverage beyond Ireland & the UK to include both the French and German markets – bringing our analysis to 435 companies across these four markets. This provides greater depth and insight into the European landscape and also provides both companies and investors in France and Germany with more specificity on what is happening in their respective markets.
The findings of this report essentially show that investors continue to press companies to appoint independent, diverse and effective directors and to provide full transparency on executive remuneration. Investors are also refining their voting policies on an expanding range of ESG issues – a trend likely to accelerate with the publication of the first non-financial reports under the Corporate Sustainability Reporting Directive (CSRD) in 2025. Amid ongoing debates over the competitiveness of European capital markets relative to the US, some investors have also shown a willingness to consider remuneration packages outside of established market practice for European CEOs.
We hope that this report provides helpful insights into the increasingly complex voting and corporate governance environment where both companies and investors are trying to balance careful stewardship with the drive to create value for shareholders and wider stakeholders.
Executive summary
The 2024 AGM season took place against the backdrop of strong market performance, decreasing inflation rates and recurring conversations on the competitiveness of European capital markets, particularly in comparison to the US. In this context, it is perhaps not surprising that we observed fewer instances of significant opposition (20% or more of votes cast against management recommendations) across the three European regions and groups of stock indices analysed in this report — the UK & Ireland (FTSE 350 & ISEQ 20), France (SBF 120) and Germany (DAX and MDAX).
| UK & Ireland | France | Germany | |
|---|---|---|---|
| 2024 Regional Highlights |
• Lowest level of dissent on remuneration reports in over a decade • Simplification of the Investment Association (IA)’s Principles of Remuneration • New Irish Corporate Governance Code |
• Proxy advisors hold directors accountable for capital structures with double voting rights • First say-on-biodiversity vote • Financial audit groups appointed to certify sustainability reports in 2025 |
•Lack of independence drives dissent on director elections • Disclosures on short- and long-term incentive criteria still to be improved •First say-on-climate vote |
We set out below our key observations from 2024 across four major types of proposals, as well as broader voting-related trends affecting all types of proposals.
1. Director Elections
In 2024, 5% of companies in the UK & Ireland faced significant opposition on director elections, which is about a half and a third of the rates observed in France and Germany, respectively. In line with previous years, instances of significant dissent continue to be primarily driven by concerns around the independence of the board, its committees and its leadership, directors’ time commitments, board diversity and remuneration decisions.
In addition to the issues above, proxy advisors and investors are increasingly holding specific directors accountable for the oversight of a widening range of ESG risks, notably related to the climate transition, biodiversity preservation, cybersecurity and artificial intelligence, as reflected in the ongoing evolution of their proxy voting policies. In the context of competitiveness discussions and regulatory developments in the UK and the EU regarding the use of multiple-vote share structures, ISS’ new European policy focused on holding specific directors accountable for the use of capital structures with unequal voting rights was a notable change of approach for 2024, despite not having led to instances of significant opposition across the markets analysed.
2. Remuneration Proposals
Opposition to remuneration proposals decreased across all regions in 2024. Stronger shareholder returns, decreasing inflation rates, and the fading impact of pandemic-related windfall gains were all conducive to a more favourable voting environment. Still almost one fifth of German companies experienced significant dissent on their remuneration report in 2024, compared to 13% in France and only 3% in the UK and Ireland. With the initiation of votes on remuneration reports in Germany in 2022 (in application of the EU’s second Shareholder Rights Directive), investors are increasingly expecting German companies to provide levels of transparency similar to those of their French, Irish and UK peers, enabling them to understand the link between company performance and executive payouts.
With ongoing discussions regarding the competitiveness of pay practices in Europe (particularly in the UK) compared to the US, and against largely positive voting outcomes in 2024, companies set to review policies in 2025 should closely monitor potential updates to proxy advisors’ and investors’ expectations regarding remuneration quantum and the use of restricted shares, among a number of other issues. In this regard, the publication by the IA of its updated Remuneration Principles and the release of the new Irish Corporate Governance Code represent two major developments.
3. Capital Allocation Proposals
Capital allocation proposals are increasingly seen as a measure of shareholder confidence in management, given their potential to impact strategic decisions and management’s flexibility. The proportion of companies facing significant opposition to capital management proposals (such as share issuance or buyback requests) is generally lower than for director elections and remuneration-related proposals and either decreased (in France) or remained consistent with prior years (in the UK & Ireland and Germany).
While these are generally proposals routinely reviewed by proxy advisors and investors based on standard guidelines, considering factors such as share issuance or buyback volumes and pricing discounts, some investors apply stricter limits, and others take a case-bycase approach, even on routine proposals, especially if they have concerns over the company’s performance.
4. Sustainability Proposals
Despite diverging investor opinions on the benefits of say-on-climate and sustainability proposals, 34 companies across the UK, Ireland, France and Germany have put them to a vote since 2021, a practice not seen before then. Four companies put such proposals to a shareholder vote for the first time in 2024, including the first German company to do so. A French company also replicated the say-onclimate model and, going a step further, also offered a separate vote on its biodiversity preservation strategy, which it labelled say-on-biodiversity.
Following the implementation of the EU’s Corporate Sustainability Reporting Directive (CSRD), 92 French and 21 German companies asked their shareholders to appoint sustainability auditors to certify their nonfinancial reports in 2025. All but two of the largest French companies (CAC 40) appointed the same audit firms to certify their financial and non-financial reports. Although only one French company faced significant opposition on this issue in 2024 (due to the lengthy tenure of the auditor appointed), questions of auditor independence and conflicts of interest persist, and investors may refine their criteria for approving sustainability auditor appointments in coming years, given the practice is in its infancy following the recent transposition of the CSRD into law in EU member states.
5. Broader Trends in Proxy Voting
“Pass-through” voting, a practice where asset managers give more flexibility to clients on the voting of their shares, is gaining traction. While this practice offers more control to asset owners, it has the potential to complicate engagement for companies, as they must now address a more diffuse array of shareholders. This trend may also increase the influence of proxy advisory firms, as not all asset owners have the same stewardship capabilities as large asset managers.
Another emerging trend is the rise in pre-announced voting intentions by investors. Notably, Norges Bank Investment Management (NBIM) publishes its voting decisions five days before AGMs where possible. Recent research shows that the pre-announcements of against votes by NBIM lead to an average increase of c.3 percentage points in against votes by other shareholders. This finding suggests that pre-announcements could play a role in shaping voting outcomes, as an increasing number of investors use them to add transparency or escalate contentious issues.
The views expressed in this article are those of the author(s) and not necessarily the views of FTI Consulting, its management, its subsidiaries, its affiliates, or its other professionals.
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