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Clifford Chance

Clifford Chance
Better business<br />

Better business

Across the board

2025 AGM Season

What are the latest trends?

Better business 14 July 2025

Changes in market sentiment, influenced by the geopolitical landscape and differing perspectives between the US and the UK/EU, have shaped the trends coming out of the 2025 AGM season. In this review, we examine developments in the following areas:

  • executive remuneration;
  • shareholder-requisitioned resolutions (on the living wage and climate), advisory ‘say on climate’ resolutions and 'significant votes against' resolutions; and
  • meeting formats.

We also discuss corporate governance developments on the horizon and their likely impact on Annual General Meetings, offering practical insights for boards and general counsel as they look ahead.

Where are we now on executive pay?

The potentially dramatic 2025 AGM season on pay which was expected by some has not materialised. However, whilst there was no seismic change, there have been interesting developments on executive pay resulting from updated investor body guidance and a notable shift in market sentiment (see commentary in Box 1).

The vast majority of director remuneration reports and policies were approved by shareholders this year, typically achieving 80% or more votes in favour, although there has been a noticeable uptick in remuneration policies and reports receiving less than 80% support (Chart 1). All but two reports passed and all policies passed the required 50% threshold.

For those policies and reports that passed but received a vote of less than 80%:

  • Anecdotally, remuneration committees seem to be more comfortable with a slightly lower approval level than in the past. If the remuneration committee has extensively consulted with shareholders and believes the pay package is right for the company, there can be less focus on voting levels – a pass is a pass.
  • The reasons for objections have tended to be company-specific, focussing on, for example, company performance, shareholder returns, concerns about generosity on executive director termination/leaving, or disparity with wider workforce pay levels.
  • Some companies have extensively consulted with shareholders but still received a significant vote against a new policy. This may support the view mentioned above that "a pass is a pass" or, in some cases, that there is a disconnect between those being consulted on pay and those controlling the exercise of voting rights.

Increase in 'significant votes against'

To date, we have seen an increase this year in the number of significant votes against AGM resolutions in general (Chart 1). In particular, the number of significant votes against remuneration-related AGM resolutions has more than doubled compared to last year – highlighting the importance of seeking advice early-on to anticipate shareholder expectations and evolving market sentiment and then undertaking an effective engagement campaign. 

By way of contrast, we are seeing fewer significant votes against the re-election of directors (Chart 2). This may be because significant votes against the re-election of directors are often specific to a particular director or company and so typically vary year from year. In previous years, we have seen certain institutional investors take aim at specific directors for reasons of corporate underperformance or in some cases, diversity. Glass Lewis and ISS will similarly recommend against the re-election of directors in cases where, for example, there are specific concerns about the individual, such as their lack of attendance at board or committee meetings, suggesting an inability to commit sufficient time to the role. 

Increase in employee pay/living wage resolutions requisitioned by shareholders

To date, we have seen an overall increase in the number of shareholder-requisitioned resolutions compared to last year albeit largely in line with previous years (Chart 3). Three of the six resolutions were employee pay/living wage resolutions co-ordinated by ShareAction at retailers Next, M&S and JD Sports [1].

These employee pay/living wage resolutions are part of a long running campaign by ShareAction, which started focusing on the issue in 2022 when they joined 10 institutional investors in requisitioning a resolution at Sainsbury’s AGM. They sought a commitment from Sainsbury’s to become an accredited Living Wage Employer by July 2023. In January 2022, Sainsbury’s increased pay rates to above the Living Wage but this increase was limited to directly employed staff only. The resolution gained 16.69% support and Sainsbury's has not faced any further requisitioned resolutions on this topic.

In 2024, ShareAction attended a number of AGMs, including those of Tesco, M&S and Sainsbury’s, and put questions to the boards on this issue. They said they intended to “go again next year" and would step up engagement as "the scale of the issue demands this". True to their word, in 2025 ShareAction targeted Next and M&S with shareholder resolutions for failing to provide their workforce with a real Living Wage, and JD Sports for its disclosure on employee pay.

These 2025 resolutions gained 26.87% support at Next, 30.70% at M&S and 13.66% at JD Sports (Chart 4). The resolutions at Next, M&S and JD Sports were supported by certain UK institutional investors including AXA Investment Managers and Scottish Widows (among others). Californian pension funds CalPERS and CalSTRS also supported the NEXT resolution.

 

[1] The other shareholder-requisitioned resolutions were the climate-related resolution at Shell (discussed below) and the perennial Midland Clawback campaign resolution at HSBC and a resolution requesting Rio Tinto to review its Australian domicile.

Decrease in climate related resolutions

Based on 2025 AGMs as at 27 June 2025 (Chart 5), we expect the overall number of climate-related resolutions (board proposed and shareholder requisitioned) to be similar to, or just slightly down from, 2024. Companies which have put forward 'say on climate' resolutions, and have done so previously, have not seen a decline in their level of support for such resolutions; these continue to be well-supported.

So far this year, we haven't seen any examples of a company putting forward a voluntary 'say on climate' resolution for the first time (Chart 6). This may reflect a shift in institutional investor sentiment towards climate and ESG matters more broadly. In 2021 there was widespread institutional investor support for climate action, and companies were keen to show climate leadership by putting aspects of their approach to climate issues to a shareholder vote. However, in the last three years we have seen something of an anti-ESG backlash, meaning that companies and institutional investors may now prefer to keep themselves out of the spotlight.

We are continuing to see very few shareholder-requisitioned climate-related resolutions. Shell has been the only instance so far this season (it was also the only one last year). However, it is worth noting that this year the resolution at Shell was requisitioned by Brunel Pension Partnership, Greater Manchester Pension Fund and Merseyside Pension Fund, with support from ShareAction, whereas in previous years it had been proposed by Follow This. In April 2025, Follow This announced that it would not be filing climate resolutions for the AGMs of oil majors (including Exxon and Shell) this year, commenting as follows: “Shareholder resolutions have been critical in compelling five oil majors to set emissions reduction targets, but most institutional investors are reluctant to use their voting power. It’s a strategic pause to get more investors on board and to discuss how to work together to uphold shareholder rights." This announcement also comes the year after Exxon brought a lawsuit against Arjuna Capital and Follow This, seeking to block their resolution pushing for Exxon to reduce its greenhouse gas emissions.

There is certainly some evidence that institutional investors have become reluctant to use their voting power. For example, BlackRock's overall support for shareholder proposals on ESG issues (including climate) in companies in which they held shares was 47% in 2021, decreasing to 4% in the 2023/2024 proxy season [2]. Similarly, the level of support for climate-related shareholder-requisitioned resolutions at Shell's AGMs had been 30.5% in 2021, and declined to 18.6% in 2024. In 2025 there was a slight increase in support for the requisitioned resolution, with the likes of Royal London Asset Management supporting it, helping it gain 20.56% of votes in favour. This reluctance by institutional investors, in particular those based in the US, is perhaps unsurprising against the backdrop of US States withdrawing money from certain US asset managers, as well as bringing legal action against them, in response to their voting policies on fossil fuels.

 

[2] https://www.blackrock.com/corporate/literature/publication/2024-investment-stewardship-voting-spotlight.pdf

Most companies stay with previous AGM formats whilst we await clarification on 'virtual AGMs'

A few FTSE 100 companies reverted to physical-only meetings this year, having previously held hybrid meetings (notably, Barclays and Standard Chartered). However, there was very little change in the overall numbers from last year, suggesting companies have largely stuck to the format they used previously (Chart 7). Similarly, there was also very little change in the number of companies holding physical meetings with a live webcast or dial-in facility or in those offering shareholders the opportunity to ask questions in advance of the AGM.

Last year we noted the rise of digitally-enabled AGMs, as an alternative to a hybrid meeting. In most cases, such meetings are broadcast from a physical location, for example the company’s offices, under ‘studio conditions', with the board attending online and shareholders also being encouraged to attend online, albeit with a room being available and connected electronically to the meeting should shareholders decide to attend in person. So far in 2025, five companies have held digitally-enabled AGMs, with one new addition (HSBC), joining AstraZeneca, BAE Systems, M&S and Haleon. In addition, three companies held virtual-only meetings so far this year (a similar number to last year). It will be interesting to see if more companies choose to hold digitally-enabled or virtual-only meetings in the future, especially once the position under English law has been clarified (discussed further below).