According to Georgeson, a global shareholder engagement firm, shareholder opposition to four common types of resolutions—director elections, remuneration reports, remuneration policies, and share issuance—significantly decreased during the 2024 European annual general meeting (AGM) season. Georgeson’s 2024 European AGM Season Review, which analyzed proxy voting data from eight European markets (UK, Netherlands, Germany, Spain, France, Switzerland, Italy, and Belgium) between July 1, 2023, and June 30, 2024, highlighted this trend.
The firm observed a general reduction in contested resolutions—those receiving 10% or more negative votes—across these markets. Georgeson’s Global COO, Domenic Brancati, attributed this decline to improved shareholder engagement by companies. He noted that the trend aligns with the 2024 US AGM season, reflecting companies’ increasing attention to investor concerns regarding topics such as remuneration and director elections. However, remuneration-related resolutions remain the most contested category in Europe.
Remuneration Trends
The report showed a 6% drop in contested remuneration-related resolutions (remuneration reports and policies), falling from 31.7% in 2023 to 25.7% in 2024. Though this category remains the most disputed, all eight markets experienced a decrease in contested remuneration reports, with an average decline of 10.9 percentage points. UK FTSE 100 companies saw the lowest rate of contested remuneration reports at 7%, down from 20.2% in 2023, while Swiss SMI companies recorded the highest at 57.9%, down from 68.4% in the previous year.
Contested remuneration policy resolutions across Europe also fell by 3.6 percentage points, from 31.8% in 2023 to 28.2% in 2024. Dutch AEX and AMX companies had the lowest contested remuneration policy votes at 9.1%, while Italy’s FTSE MIB companies had the highest, at 43.8%.
Director Election Trends
In terms of director elections, Belgium’s BEL 20 companies saw the highest proportion of contested resolutions at 28.8%, a decrease from 36% in 2023. The UK’s FTSE 100 companies had the lowest rate of contested director elections at 2.6%. Spain’s IBEX 35 followed with 5.1%. However, Germany, France, and the Netherlands saw an increase in contested director elections. Overall, the proportion of contested director elections across Europe fell by 1.6 percentage points, from 15.4% in 2023 to 13.8% in 2024.
Share Issuance Authority Trends
Most European markets require companies to seek shareholder approval for share issuance. In 2024, 13.4% of share issuance authority resolutions received over 10% opposition, a 3.2 percentage point decrease from 16.6% in 2023. The rate of contested resolutions declined in all markets except for the UK and the Netherlands, with Belgium maintaining the highest proportion and Switzerland the lowest.
Additional Findings
- The number of “Say on Climate” resolutions continued to drop for the second consecutive year, with 22 European companies submitting board-sponsored resolutions, down from 24 in 2023 and 36 in 2022. Most of these proposals came from UK and French companies.
- Only three environmental and social shareholder proposals were submitted across the eight European markets, marking the lowest level in the past five years.
