Georgeson 2025 European AGM Season Review.

Each year, we reflect on the key developments, voting trends, and shareholder dynamics that shaped the UK AGM season, focusing on FTSE 100 companies.

A notable development is the rebound in the level of dissent on remuneration-related proposals. This year, 12.1% of FTSE 100 remuneration report votes were contested - defined as receiving more than 10% shareholder opposition - versus 7.0% in 2024 and 20.2% in 2023. To this end, the number of remuneration policy votes that were contested increased from 4 in 2024 to 8 in 2025, which represented 21.6% of remuneration policies that have been put forward this year. There is no single ultimate driver of this but rather an aggregation of smaller factors; a perceived softening of investor sentiment during the 2024 AGM season, renewed efforts by companies to raise executive pay amid the widening transatlantic pay gap, and persistent concerns around fairness, particularly where pay increases appear misaligned with broader workforce outcomes or company performance.

This rebound in dissent is reflected by the number of resolutions that ISS has provided negative recommendations for. Overall, the proxy advisor recommended voting against 22 proposals (versus 15 in 2024), which is mainly due to a negative voting recommendation for 9 remuneration reports (versus 2 in 2024) and 6 remuneration policies (versus 6 in 2024). However, Glass Lewis continued its trend of providing a decreasing number of negative recommendations from 35 in 2023 to 20 in 2025.

For the past two years, a key focus area for UK companies has been increased investor scrutiny on share issuance resolutions despite the Pre-Emption Group’s 10%+10% guidance. That level of dissent has remained elevated in 2025 with 41 share issuance proposals in the FTSE 100 receiving significant dissent.

This year has seen significant developments in the UK corporate governance landscape, including the publication of the updated UK Stewardship Code and the Investment Association’s revised Principles of Remuneration. These changes reflect ongoing efforts to promote responsible stewardship and support flexible, yet accountable executive pay frameworks across UK companies.

Shareholder activism in the UK has generated a lot of press coverage over the past year, especially Saba Capital Management’s campaigns targeting several members of the UK’s investment trust sector. UK-based companies continue to be primary targets for both domestic and international activists because of the market’s maturity as well as the ease with which international investors can understand the local dynamics.

As a closing remark I would like to state my sincere thanks to our loyal clients, to my devoted colleagues who serve them, to the investors for their openness and transparency, and to the all the advisers we work with for your continued partnership.

Nicholas Laugier

Head of Market UK & Nordics

Nicholas.laugier1@georgeson.com

Click here to read the review

‍