LONDON & TOKYO, 4 October 2023 – Shareholder dissent during Japan’s 2023 annual general meeting (AGM) season was overwhelmingly focused on director elections, according to Georgeson.
The global shareholder engagement firm’s second annual 2023 Japan AGM Season Review — jointly produced with Japan Shareholder Services — offers analyses and identifies proxy voting data trends from board-sponsored resolutions and shareholder proposals at Nikkei 225 companies.
The report found that shareholder dissent on director elections accounted for 91.9% of all contested resolutions — defined as achieving less than 90% shareholder support — amongst Nikkei 225 companies, a proportional 9.4% increase since 2022 (305 compared to 274).
Nikkei 225 companies also experienced a third consecutive year of increased overall contested resolutions (332 in 2023 compared to 321 in 2022 and 246 in 2021), with more than half experiencing at least one contested proposal in 2023 (51.6%).
Cas Sydorowitz, Global CEO of Georgeson, said: “The 2023 AGM season in Japan witnessed an unprecedented level of contested resolutions, with director elections remaining a particularly important focus area among investors and proxy advisors in 2023.
“The rise in shareholder opposition to director elections is likely a result of increased scrutiny by investors and proxy advisors on issues such as board diversity and cross holdings, when companies hold significant shares in other companies.
“More than half of resolutions that received at least 10% shareholder opposition were likely influenced by a negative voting recommendation from proxy advisors ISS or Glass Lewis, highlighting the significance of proactive, year-round shareholder engagement.
“This year, Japan also experienced a notable surge in shareholder activism initiated by traditional activists and foreign institutional investors who are now more familiar with the country’s AGM format and procedures, which may account for the increase in the number of shareholder proposal submissions.”
Whilst 12% of board-sponsored resolutions received 10% or more shareholder opposition, support for proposals put forth by shareholders at Nikkei 225 companies increased by 32% during the 2023 AGM season (41 compared to 32 the year before).
Other findings from Georgeson’s Japan AGM Season Review include:
- During the past three years, all management-sponsored resolutions across Nikkei 225 companies passed with sufficient shareholder support.
- The share of contested remuneration resolutions in the Nikkei 225 declined dramatically to 1.4% this year from 7.2% in 2022.
- The overall focus of investors across the Nikkei 225 shifted from nuclear power towards climate change in 2023, with an increase in requests for specific corporate climate disclosures.
The report is available at www.georgeson.com/jp.
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1. The 2023 AGM season begins on July 1, 2022, and ends on June 30, 2023.
2. The 2022 AGM season begins on July 1, 2021, and ends on June 30, 2022.
3. For high-resolution images of spokespeople, visit http://cpu.vg/spokespeople.
Georgeson is the world's foremost provider of strategic shareholder services to corporations and shareholder groups working to influence corporate strategy. We offer unsurpassed advice and representation for annual meetings, mergers and acquisitions, proxy contests and other extraordinary transactions. Our core proxy expertise is enhanced with and complemented by our strategic consulting services, including solicitation strategy, corporate governance analysis, vote projections and insight into investor ownership and voting profiles. Our local presence and global footprint allow us to analyze and mitigate operational risk associated with various corporate actions worldwide. For more information, visit georgeson.com