Contested resolutions still high despite decreases since 2021. Image: Canva.
  • Companies putting forward Say on Climate proposals tripled
  • Contested resolutions dropped slightly, but remains at a high of 37.1%
  • Germany had the highest proportion of contested remuneration report resolutions

Data from Georgeson’s 2022 AGM Season review has unveiled three interesting trends. The report examined the AGMs of companies in the United Kingdom, the Netherlands, Germany, Spain, France, Switzerland, and Italy, with the three following trends appearing:

  1. Resolutions regarding executive remunerations continued to be the most contested resolution type in Europe,
  2. Director elections remained an area of focus and negative votes,
  3. Say on Climate resolutions tripled.

Climate action votes on the rise

The environment was front of mind as the number of Say on Climate resolutions jumped threefold.

In 2021, the Georgeson report found that 12 companies put forward climate-related resolutions, this year saw 36 companies.

While the number of climate resolutions rose, shareholder votes went the other way. Average shareholder support for the E, in ESG initiatives, dropped from 97% in 2021 to 91% in 2022; the lowest level of support recorded in 2022 was 76.3%.

Finance, Oil & Gas, and Materials were the three sectors that frequently saw less than 91% of shareholders voting in favour of a Say on Climate resolution.

Three out of four climate proposals originated from the United Kingdom (16) or France (11).

“Shareholders across the continent continue to use their votes to express their dissatisfaction on remuneration, director elections and sustainability,” said Domenic Brancati, Global Chief Operating Officer at Georgeson.

“The decline of shareholder support on Say on Climate suggests that investors seek more meaningful disclosure, better answers and improved alignment from companies on key environmental, social and governance (ESG) issues.

“European investors’ increased focus on these areas is part of a global change that has been influenced by several key events, including a prolonged pandemic, the conflict in Ukraine and increased economic uncertainty, all of which may point to increased vulnerabilities for some companies.

“As a result, many investors are working to protect and preserve the value of their portfolio by taking measured steps, such as opposing share issuance resolutions to guard against share dilution and reduce the chances of a takeover.”

Resolutions contested, but small drop recorded

Contested resolutions are defined as attracting 10% or more negative votes.

The report found that contested resolutions related to executive remuneration policy and reporting declined by 4.2%, from 38.8% to 37.1% across the seven European markets.

Of those markets, Germany recorded the highest proportion of contested resolutions related to remuneration reports of the seven countries at 54.1%. The UK had the lowest proportion.

To note, regarding Germany, as a result of regulatory changes, German companies put forth their first remuneration reports this year.

The Georgeson report also observed that, since 2020, the UK has seen a 137.9% increase in contested remuneration policy votes and a 58.7% rise in contested remuneration report resolutions.

Fewer contested director elections

The report found that contested director elections across the seven main European markets fell 20.1% from 2021. It was noted that the average proportion of contested director elections peaked in 2021 at 14.1%, with 2022 and 2020 both seeing the average at 11.2%.

Contested resolutions per category (%)

Source: Georgeson’s 2022 AGM Season Review.

Georgeson found that across all seven markets, most resolutions not supported by proxy advisors Institutional Shareholder Services and Glass Lewis received high levels of opposition from investors.


For full details, please see Georgeson’s 2022 AGM Season Review.

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