Shareholder opposition to four common resolution types—director elections, remuneration reports, remuneration policies, and share issuance—saw a notable decrease during the 2024 European annual general meeting (AGM) season, according to global shareholder engagement firm Georgeson.
Georgeson’s 2024 European AGM Season Review examined proxy voting data from eight European markets (the UK, Netherlands, Germany, Spain, France, Switzerland, Italy, and Belgium) between 1 July 2023 and 30 June 2024.
The firm highlighted a general drop in contested resolutions, defined as those receiving 10% or more negative votes, across all eight markets.
Domenic Brancati, Global COO of Georgeson, noted, “The significant decrease in shareholder opposition across Europe this past year indicates that many companies have placed a stronger focus on shareholder engagement.”
He added, “This trend aligns with the 2024 AGM season in the US, suggesting that companies are increasingly considering investor views on issues like remuneration and director elections.”
Brancati also highlighted that, similar to last year, remuneration-related resolutions in European companies continue to face more opposition than other types of resolutions.
Remuneration Trends
The report revealed that the proportion of contested remuneration-related resolutions (covering both remuneration reports and policies) in Europe dropped by six percentage points, from 31.7% in 2023 to 25.7% in 2024. Despite this decrease, remuneration remains the most contested resolution type in the region.
According to Georgeson, all eight European markets saw fewer contested remuneration reports in 2024, with an average drop of 10.9 percentage points, from 43.8% in 2023 to 32.9% in 2024.
UK FTSE 100 companies continued to have the lowest proportion of contested remuneration reports at just 7%, down from 20.2% the previous year. Meanwhile, Swiss SMI companies had the highest share of contested remuneration reports at 57.9%, though this was still a 10.5 percentage point decrease from 2023.
The share of contested remuneration policy resolutions across Europe fell by 3.6 percentage points to 28.2% in 2024. Companies in the Netherlands’ AEX and AMX indices had the lowest proportion of contested votes (9.1%), while Italy’s FTSE MIB companies faced the highest (43.8%).
Director Election Trends
Belgium’s BEL 20 companies had the highest proportion of contested director elections in 2024, with 28.8% of resolutions challenged, down 7.2 percentage points from 36.0% in 2023. UK FTSE 100 companies remained at the lower end, with only 2.6% of contested director elections, down slightly from 3.1% the previous year.
Spain’s IBEX 35 came in second with 5.1% of contested director election resolutions. However, Germany, France, and the Netherlands saw an increase in contested director elections in 2024. Across Europe, contested director election resolutions dropped by 1.6 percentage points, from 15.4% in 2023 to 13.8% in 2024.
Share Issuance Authority Trends
In most European markets, companies are required to seek shareholder approval for share issuance. This year, 13.4% of share issuance authority resolutions received over 10% opposition, down from 16.6% in 2023, a decline of 3.2 percentage points.
The proportion of contested resolutions decreased in all markets except the UK and the Netherlands. Belgian companies had the highest proportion of contested share issuance resolutions, while Swiss companies had the lowest.
Other Findings
In the 2024 AGM season, the number of “Say on Climate” resolutions declined for the second year in a row, with 22 European companies submitting board-sponsored resolutions, down from 24 in 2023 and 36 in 2022. Most of these resolutions came from UK and French companies.
Furthermore, only three environmental and social shareholder proposals were submitted across the eight European markets in 2024, marking the lowest level in the past five years.