Georgeson publications
- Europe: Memo on the ISS Policy Survey results
- UK: Memo on Contested FTSE 350 Remuneration Report Votes from July to September
- Europe: Georgeson has published summaries of the Glass Lewis benchmark policy changes for the Major European markets
- Japan: Georgeson has published its Japanese AGM Season Review for 2026 in partnership with JSS
- Hong Kong: Computershare has published its 2026 Hong Kong AGM Intelligence Report
- US: 2026 US Proxy Season Report
- US: 2026 AGM Intelligence Report
Georgeson in the media
- Europe: Georgeson’s Daniele Vitale and Kevin O’Neill wrote an article that featured in Governance Journal’s October Issue
- Europe: Georgeson’s Kevin O’Neill and Sunny Malhi wrote an article that featured in Board Agenda
- Netherlands: Georgeson’s Ivana Cvjetkovic and Daniele Vitale essay titled “The 2027 AGM season starts now” was published in Management Scope
- Spain: Georgeson’s Carlos Sáez Gallego is quoted in Cinco Días’ article titled “Investors are rebelling against top executive salaries, even in smaller listed companies.”
- Australia: Georgeson’s Paul Murphy is quoted in Money’s article “What is proxy season and why should shareholders care?” APAC
- US: Georgeson’s Chris Hayden is quoted in Governance Intelligence’s article titled “Shareholder proposal submissions fall as SEC retreat shifts risk to companies”
- US: Georgeson’s Chris Hayden is quoted in Responsible Investor’s article titled “Retail voting programmes could ‘lock in’ management support”
- US: Georgeson’s Chris Hayden is quoted in The Deal’s article titled “Tesla Retail Voting Plan Approval Opens the Door for Others”
- US: Georgeson’s Chris Hayden is quoted in Responsible Investor’s article titled “US companies adapt to stewardship’s ‘new normal’ after SEC changes”
Georgeson events
- UK: Georgeson is hosting a webinar on Preparing for a successful AGM on 11 November
- UK: Georgeson’s Cas Sydorowitz is speaking on a panel discussing Shareholder Activism in Europe at Diligent Market Intelligence’s Stewardship Series event on 10 November in London
- UK: Georgeson hosted a roundtable on ESG and stewardship trends in collaboration with the IR Society
- Spain: Georgeson and Cuatrecasas are hosting events in Madrid on 5 November and Barcelona on 10 November to launch their 16th edition of their “Preparing for the 2027 AGM Season” report
- Australia: Georgeson’s Scott Hudson is speaking on a panel titled “What Matters Most When Individual Investors Assess the Companies They Own?” at the Queensland Investor Summit 2026
- Australia: Computershare’s Paul Conn is hosting a presentation titled “Tokenisation 101: What it is and why it matters for investor relations” at the AIRA Australasian IR Forum on 28 October
- US: Georgeson's William Fiske and Kilian Moote are speaking on a Latham & Watkins webinar titled "2027 Proxy Season: Strategically Preparing for the Upcoming Season" on 17 November
- US: IR Impact briefing webinar | November 19 | Online
Europe: Memo on the ISS Policy Survey results
The survey aims to capture the evolving views of stakeholders on key governance and sustainability topics. This memo focuses exclusively on the responses provided by investors. Our memo covers all the questions that are relevant to the UK and Europe, resulting in a total of five topics: Board elections; Shareholder rights; Compensation; Audit and auditors; Environmental and social.
UK: Memo on Contested FTSE 350 Remuneration Report Votes from July to September
Georgeson has published a client memo with an overview of FTSE 350 remuneration report votes that received more than 20% opposition, from July to September of 2026.
Europe: Georgeson has published summaries of the Glass Lewis benchmark policy changes for the Major European markets
Georgeson's memos highlight the changes that Glass Lewis has made to its benchmark voting guidelines for each market for the 2026 AGM season. These are the final benchmark policy guidelines before Glass Lewis moves over to its Research perspectives in September 2027.
Japan: Georgeson has published its Japanese AGM Season Review for 2026 in partnership with JSS
Our 2026 Japanese AGM Season Review - jointly produced with Japan Shareholder Services (JSS) - analyses and identifies shareholder proxy voting trends at Nikkei 225 companies during the most recent AGM season.
Hong Kong: Computershare has published its 2026 Hong Kong AGM Intelligence Report
The 2026 Hong Kong AGM Intelligence Report examines shareholder meeting trends across Hong Kong and mainland China, drawing on data from over 1,000 meetings. The report explores evolving shareholder expectations, increased scrutiny of director elections and auditor appointments, and the impact of governance reforms. It also highlights AGM best practices and the role of hybrid meetings and digital participation tools in strengthening shareholder engagement.
US: 2026 US Proxy Season Report
This report analyzes annual-meeting results across Russell 3000 companies from July 1, 2025, through June 30, 2026. Explore what declining shareholder-proposal volume, changes to the SEC's Rule 14a-8 process, evolving institutional voting models and continued reincorporation activity mean for investor relations, corporate governance and board decision-making.
US: 2026 AGM Intelligence Report
This report brings together data and trends from 1,000+ Computershare-supported US meetings to help you prepare for your next annual meeting. Explore actionable insights and benchmarking data from the US and around the globe, shaped by regulatory changes, market shifts, technology adoption and developments affecting governance and shareholder engagement.
Europe: Georgeson's Daniele Vitale and Kevin O'Neill wrote an article that featured in Governance Journal's October Issue
“Europe's 2026 AGM season appeared relatively calm, with fewer governance flashpoints than in previous years and an overall decline in shareholder opposition across governance topics including executive remuneration. But a quieter AGM season does not mean European investors are easing their scrutiny.”
Europe: Georgeson's Kevin O'Neill and Sunny Malhi wrote an article that featured in Board Agenda
“The 2026 season showed continued scrutiny of executive pay, shareholder rights and director elections. But the clearest shift sat within remuneration. For the second year in a row, investors focused more on future pay policies than on past pay outcomes.”
Netherlands: Georgeson's Ivana Cvjetkovic and Daniele Vitale essay titled “The 2027 AGM season starts now” was published in Management Scope
“The path from investors' expectations to the final voting outcomes at the AGM is becoming increasingly complex. For Dutch listed companies, this underlines the importance of maintaining an ongoing dialogue with shareholders. Companies should therefore develop a clear understanding of their shareholder base and of the developments influencing investors' expectations and voting behaviour, write Ivana Cvjetkovic and Daniele Vitale of Georgeson.
Spain: Georgeson's Carlos Sáez Gallego is quoted in Cinco Días' article titled “Investors are rebelling against top executive salaries, even in smaller listed companies.”
“This penalty, as Sáez Gallego points out, is greater the larger the company's free float , but it tends to be diluted in listed companies where the weight of the main shareholders is greater, as is usually the case with small and mid-cap companies. According to the Georgeson study, in the Ibex 35, the proportion of adverse recommendations made by proxy advisors has fallen nine percentage points this year to 27%, while in the continuous market it has risen to 61% from 44% in 2025.”
Australia: Georgeson's Paul Murphy is quoted in Money's article “What is proxy season and why should shareholders care?”
“Paul Murphy, head of governance advisory APAC at Georgeson, explains, it's also because of Australia's 'two strikes' mechanism. “If a company gets more than 25% of the vote against the disclosure of how they do their executive remuneration, that's called a strike. If that happens at two AGMs in a row, a second strike, then the entire board could be spilled and have to go for re-election. It's become a bit of a generic protest vote for investors to push back on things that they don't like about companies."
US: Georgeson's Chris Hayden is quoted in Governance Intelligence's article titled “Shareholder proposal submissions fall as SEC retreat shifts risk to companies”
‘Companies must still notify the SEC of their intent to exclude proposals, but now do so without feedback, leaving both the decision and associated legal risk with issuers,' says Chris Hayden, president of Georgeson Advisory North America.
US: Georgeson's Chris Hayden is quoted in Responsible Investor's article titled “Retail voting programmes could ‘lock in' management support”
“Chris Hayden, North America president at shareholder engagement and proxy solicitation firm Georgeson, said if participation remains low, “opt-in, automatic voting programmes will likely have limited market impact”. “Such programmes may still reduce voting barriers for enrolled investors and provide useful information about investor interest, but it is unlikely to affect most outcomes,” he said.”
US: Georgeson's Chris Hayden is quoted in The Deal's article titled “Tesla Retail Voting Plan Approval Opens the Door for Others”
“Proponents of voluntary retail standing instruction programs maintain that these programs aim to address the fact that many retail investors who own shares don't routinely vote. For example, Chris Hayden, president of Georgeson Advisory, North America, noted that these programs make it easier for shareholders, including employee shareholders, to ensure their votes are cast on all proposals.”
US: Georgeson's Chris Hayden is quoted in Responsible Investor's article titled “US companies adapt to stewardship's ‘new normal' after SEC changes”
“Chris Hayden, North America managing director at shareholder engagement and proxy solicitation firm Georgeson, says he is not sure the problem the SEC attempted to solve on 13D/G was actually a concern for corporates. “I think investors and issuers had gotten to a point where there was a high level of comfort having meaningful engagement and you didn't see a lot of trading votes for certain activities,” he says”
UK: Georgeson is hosting a webinar on Preparing for a successful AGM on 11 November
Join Computershare and Georgeson for our latest webinar discussing the evolving AGM landscape, changing shareholder expectations and the factors influencing voting outcomes. Drawing on recent AGM experiences and market developments, our speakers will explore how shareholder intelligence, investor engagement and early planning can help organisations identify areas of potential dissent, and approach the AGM season with greater confidence.
UK: Georgeson's Cas Sydorowitz is speaking on a panel discussing Shareholder Activism in Europe at Diligent Market Intelligence's Stewardship Series event on 10 November in London
The Panel, which Cas Sydorowitz will be sharing key findings from the Diligent-Georgeson special report, including data on activist demands, success rates, and predictions for the coming proxy season.
UK: Georgeson hosted a roundtable on ESG and stewardship trends in collaboration with the IR Society
The Investor Relations Society hosted an IR seminar at Georgeson's London office examining the evolving ESG, governance and stewardship landscape and what these developments mean for UK issuers. Hal Dewdney of Georgeson discussed key ESG themes influencing investors globally, regional differences in stewardship, shareholder engagement and voting behaviour across the UK, Europe and North America, as well as trends in shareholder activism and changing stakeholder expectations.
Spain: Georgeson and Cuatrecasas are hosting events in Madrid on 5 November and Barcelona on 10 November to launch their 16th edition of their “Preparing for the 2027 AGM Season” report
The sessions will address several topics expected to shape the 2027 AGM season, including:
- The digital transformation of annual general meetings and the impact of AI.
- The evolving proxy advisor landscape.
- Changing market expectations regarding board independence.
- Board accountability and shareholder expectations.
Register for Madrid event Register for Barcelona event
Australia: Georgeson's Scott Hudson is speaking on a panel titled “What Matters Most When Individual Investors Assess the Companies They Own?” at the Queensland Investor Summit 2026
The panel will look at shareholder voice, company accountability and what happens when things go wrong, including what investors should look for in executive incentives and how they can influence company performance and shareholder returns.
Australia: Computershare's Paul Conn is hosting a presentation titled “Tokenisation 101: What it is and why it matters for investor relations” at the AIRA Australasian IR Forum on 28 October
Tokenisation is beginning to reshape how financial assets may be issued, owned traded and settled. While the technology is still developing, investor relations professional need a clear understanding of what tokenisation means, how it differs from existing market infrastructure, and why it may matter for listed companies.
US: Georgeson's William Fiske and Kilian Moote are speaking on a Latham & Watkins webinar titled "2027 Proxy Season: Strategically Preparing for the Upcoming Season" on 17 November.
The fall is a critical period for US public companies, and their management and directors, to learn about the upcoming proxy season and prepare accordingly. Latham & Watkins and Computershare | Georgeson join together to provide recommendations on the proactive steps companies may wish to consider taking during this period in order to prepare for the 2027 proxy season.
US: IR Impact briefing webinar
November 19 | Online
Computershare's Aaron Bertinetti and Brendan Fitzpatrick will speak on "Putting targeting on the calendar: proactive, continuous targeting". This briefing will discuss how often to refresh your target list and what should prompt an update; how IR teams build targeting into their preparation for every conference; the factors that decide who gets access to management at conferences and on roadshows; ways to get the attention of investors who aren't asking to meet you but should be; which KPIs best show that investor marketing is working.
EMEA
Global: ISS Launches Consultation on Proposed Benchmark Policy Changes for 2027
ISS has opened its annual benchmark policy consultation for 2027, inviting market participants to comment on a range of proposed changes across global and regional voting policies. The consultation runs from 22 October to 4 November 2026, with final policy updates expected by the end of November and generally applying to shareholder meetings held on or after 1 February 2027. Read more.
Georgeson view: From a European perspective, the most notable proposal is ISS's revised approach to virtual-only shareholder meetings, which would introduce a more stringent framework for assessing these authorities. The proposal is particularly relevant in Germany, where the approach appears likely to result in greater scrutiny of virtual AGM authorities exceeding three years in duration than has been seen in recent seasons. ISS is also proposing changes to its approach to bundled director elections and director independence classifications. Georgeson will publish a client memorandum once the final 2027 voting guidelines are released.
UK Government Opens Consultation on Modernising Corporate and Remuneration Reporting
The UK government has launched a wide-ranging consultation on modernising corporate reporting, proposing a more proportionate, investor-focused framework that simplifies financial, strategic, governance and remuneration reporting. Among the proposals are removing or streamlining several remuneration disclosures and removing the annual advisory shareholder vote on the directors' remuneration report, while retaining the binding vote on remuneration policy every three years. The consultation closes on 30 November 2026.
Georgeson view: The proposed removal of the annual remuneration report vote would represent a significant change to the UK's shareholder oversight framework. While the triennial binding policy vote would remain, the annual vote currently provides shareholders with a regular mechanism to express their views on how the approved policy has been implemented in practice, particularly where pay outcomes or the use of discretion raise concerns. It also maintains the nuance of a mix of advisory and binding votes. Its removal could therefore place greater importance on proactive shareholder engagement on remuneration issues between policy votes, and could result in investors being much more willing to penalise director re-elections when they do have concerns. Additionally, such a move would place the UK in the unusual position of being the major market in Europe and North America not to require listed companies to offer an annual vote on executive remuneration.
UK: Investment Association Sets Expectations for Virtual-Only AGMs
The Investment Association has published new guidance on virtually enabled shareholder meetings, expressing a preference for hybrid AGMs while setting out safeguards expected where companies use virtual-only formats. Companies permitting virtual-only meetings are expected to seek shareholder reapproval every three years through an advisory ordinary resolution, while IVIS will "red top" companies that do not provide the expected safeguards or seek three-yearly reapproval. The guidance applies to companies with financial year ends on or after 30 September 2026. Read more.
Georgeson view: The Investment Association guidance provides greater clarity on investor expectations for virtual-only AGMs in the UK. While markets such as Switzerland and Spain permit companies to adopt indefinite authorities, and German law allows authorities of up to five years, the IA has taken a middle-ground approach, accepting virtual-only meetings subject to appropriate safeguards and shareholder reapproval every three years. Georgeson will be monitoring how UK companies respond to the new guidance and whether three-yearly shareholder approval becomes established market practice. View existing story.
Spain's regulators provide guidance on sustainability reporting pending CSRD transposition
The CNMV and the ICAC have issued a new joint statement providing guidance on sustainability reporting while the Corporate Sustainability Reporting Directive (CSRD) remains pending transposition into Spanish law. The communication also reflects recent European developments, including the adoption of the “Omnibus” simplification package and the publication of Directive 2026/470, which narrows the scope of the CSRD to companies with more than 1,000 employees and €450 million in turnover. In addition, the European Commission has recently adopted the simplified ESRS standards ("Set 2") and a voluntary reporting standard for companies that will fall outside the revised scope of the CSRD. Read more.
Georgeson view: The clarification provides welcome certainty for Spanish companies navigating an evolving sustainability reporting landscape. While the revised CSRD is expected to reduce reporting obligations for many companies, investors are likely to continue seeking clear and reliable sustainability information to support their decision-making. Companies should therefore continue to monitor regulatory developments closely and assess the implications of the new ESRS framework on their reporting practices. From a governance perspective, boards will need to ensure that sustainability disclosures remain robust, reliable and aligned with stakeholder expectations. Transparency and consistency will continue to be key drivers of investor confidence, regardless of future reporting obligations.
CNMV publishes “Questions and Answers on the Prospectus Regime for Public Offers and Admissions to Trading on Regulated Markets”
The CNMV has published a new version of its document “Questions and Answers on the Prospectus Regime for Public Offers and Admissions to Trading on Regulated Markets”. The original document was first issued in 2021 and has since been updated on several occasions to incorporate new content of relevance to the market. This latest edition includes a comprehensive revision of the document, as well as new guidance that may be relevant for issuers and other parties involved in the preparation of prospectuses. The updates reflect both recent developments arising from the Listing Act and initiatives launched by the CNMV to facilitate access to capital markets. Among the new topics covered are the Easy Access listing procedure, the possibility of preparing prospectuses in separate documents for initial public offerings (IPOs), and guidance relating to green bonds. Read more.
Georgeson view: The updated guidance reflects the CNMV's ongoing efforts to facilitate access to Spanish capital markets while maintaining appropriate investor protection standards. The inclusion of new guidance on IPOs, green bonds and the Easy Access regime demonstrates the regulator's commitment to improving market efficiency and competitiveness. Companies considering a listing or capital markets transaction should closely monitor these developments.
Eumedion, VEB, VBDO and De Nieuwe Beurskoers publish guidance on virtual EGMs
Eumedion, VEB, VBDO and De Nieuwe Beurskoers have published joint guidance on the use of fully virtual shareholder meetings ahead of new Dutch legislation taking effect on 1 January 2027. The guidance maintains a preference for hybrid EGMs under normal circumstances, with fully virtual meetings considered appropriate only in exceptional circumstances or for routine and non-controversial matters, while significant transactions, governance matters and shareholder rights should generally be addressed through in-person or hybrid meetings. Read more.
Italy: ISS and Glass Lewis Back MPS-Mediobanca Combination but Oppose Banco BPM and Banca Generali Transactions
Proxy advisors ISS and Glass Lewis have recommended that shareholders vote against MPS's proposed transactions involving Banco BPM and Banca Generali, citing execution, integration and governance concerns, as well as limited disclosure regarding key aspects of the proposals. Both proxy advisors also opposed the proposed €4 billion special dividend, while noting concerns regarding procedural and operational complexities associated with the transactions. By contrast, both ISS and Glass Lewis expressed support for the proposed combination of MPS and Mediobanca. ISS additionally recommended that Mediobanca shareholders vote in favour of the transaction, citing its industrial rationale and potential synergies.
Read more reporting here: "Glass Lewis also opposes MPS's plan"; "MPS and ISS oppose the OPA offers for BPM and Banca Generali and the 4 billion maxi-dividend"; "ISS to Mediobanca shareholders: vote in favour of the merger with MPS".
APAC
Hong Kong: Regulators increase scrutiny of going-concern audit disclaimers
On 8 October 2026, the AFRC, SFC and Stock Exchange issued a joint statement addressing the growing number of listed issuers publishing financial statements with audit disclaimers solely relating to going concern. The statement calls for robust management assessments, active audit committee oversight and rigorous evaluation by auditors. Regulators also warned that, without significant improvement, the Exchange would consider Listing Rule amendments, including requiring affected issuers to be suspended. Read more.
Georgeson view: The joint statement places audit committee effectiveness and the credibility of financial disclosures firmly on the shareholder engagement agenda. A persistent disclaimer may prompt investors to question whether the board is providing sufficient challenge and oversight. Issuers should explain the underlying uncertainties, the feasibility of their recovery plans and measurable progress towards resolving the disclaimer. These explanations can help shareholders assess accountability when voting on director re-elections and auditor appointments. Ahead of the next AGM, affected companies should identify investor concerns and prepare evidence of substantive remediation to support informed voting.
Japan: Fuji Media faces shareholder scrutiny ahead of potential property disposal
Reuters reported on 6 October that bidders were preparing final offers for Fuji Media's property subsidiary, Sankei Building. Shareholder Vasanta Master Fund has requested greater disclosure on valuation, transaction structure, alternatives and use of proceeds. According to Reuters' sources, Fuji Media is expected to seek shareholder approval after selecting a preferred bidder; the company said transaction details remained under evaluation. Read more
Georgeson view: This development highlights how an asset disposal can become a test of board accountability and capital allocation ahead of a shareholder vote. Investors may support the strategic rationale while questioning whether the proposed structure delivers the best achievable value. Companies should explain how the board assessed alternatives, established valuation expectations and determined the intended use of proceeds. Early engagement with institutional shareholders and proxy advisors can help identify concerns before transaction terms and voting materials are finalized. Where approval is required, shareholder identification, an assessment of likely voting intentions and targeted solicitation should form part of transaction planning from the outset.
Japan: Oasis urges Nidec's outside directors to review privatization options
On 7 October, Oasis Management called on Nidec's board to begin a preliminary review of privatization options, citing concerns about potential shareholder losses in an unintended delisting. The investor urged outside directors to appoint independent financial advisers and seek non-binding proposals from strategic buyers and private equity firms. Oasis characterized its request as a review of alternatives rather than a decision to proceed with a transaction. Read more
Georgeson view: The campaign illustrates how concerns about financial reporting and listing status can develop into broader challenges to board oversight and strategic direction. Outside directors should be prepared to explain how they evaluate credible alternatives and protect the interests of shareholders as a whole. For issuers facing similar pressure, engagement should address both the immediate remediation plan and the rationale for accepting or rejecting an activist's proposals. Although this announcement does not establish a contested shareholder vote, unresolved concerns could influence future voting on director elections or transaction proposals. Companies should therefore monitor changes in their shareholder base, understand investors' voting priorities and prepare a consistent explanation of the board's response before positions harden.
Australia: ISS Recommends Vote Against ASX Remuneration Report
Reuters reports that proxy advisor ISS has recommended that shareholders of the Australian Securities Exchange (ASX) vote against the company's remuneration report, arguing that executive bonus outcomes were not aligned with financial performance or shareholder returns. ISS noted that ASX's share price fell 23.6% during the financial year, yet the bonus pool was paid at 100% of target and former CEO Helen Lofthouse received her full target bonus despite declines in profit, dividends and total shareholder return. The recommendation follows ongoing scrutiny of ASX's governance and operational performance following a series of market system outages and regulatory issues. While ISS recommended voting against the remuneration report, Glass Lewis supported the proposal, citing operational progress and the delivery of key milestones in ASX's clearing system upgrade programme. Read more
Australia: Audit Oversight and Director Accountability Emerge as Key AGM Season Themes
Australian Financial Review reports that audit oversight, auditor independence and director accountability have emerged as major themes during Australia's 2026 AGM season, with proxy advisors recommending votes against several directors linked to governance controversies. The scrutiny follows the KPMG audit scandal and has prompted increased focus on long auditor tenures, board oversight of audit processes and the role of former audit partners serving on boards. The article also notes that regulatory reforms requiring periodic auditor rotation or tender processes remain under consideration. Read more.
Georgeson view: Companies should expect investors and proxy advisors to place increasing emphasis on audit oversight, auditor independence and the role of audit committee members in overseeing audit quality and risk management. Boards may therefore wish to review auditor tenure, director relationships with incumbent audit firms and the effectiveness of their disclosures around auditor selection, oversight and independence. As scrutiny in this area continues to increase, proactive shareholder engagement and clear communication of the board's rationale for auditor-related decisions may become increasingly important.
US
Global: ISS Launches Consultation on Proposed Benchmark Policy Changes for 2027
ISS has opened its annual benchmark policy consultation for 2027, inviting market participants to comment on a range of proposed changes across global and regional voting policies. The consultation runs from 22 October to 4 November 2026, with final policy updates expected by the end of November and generally applying to shareholder meetings held on or after 1 February 2027. Read more.
Georgeson view: From a U.S. perspective, the consultation reinforces ISS's focus on board accountability and oversight of emerging risks. While the proposed changes are largely evolutionary rather than transformative, they signal continued investor attention on climate, cybersecurity and AI governance. Companies may wish to assess whether their governance frameworks and disclosures adequately demonstrate board oversight of these issues ahead of the 2027 proxy season.
US: SEC Approves Tesla-Backed Retail Auto-Voting Program
Reuters reports that the U.S. Securities and Exchange Commission has approved a voting mechanism proposed by Tesla that would allow retail shareholders to opt into automatically voting in line with management recommendations. The programme, which follows a similar initiative introduced by ExxonMobil, is intended to increase retail shareholder participation and reduce proxy solicitation costs. The proposal has drawn criticism from shareholder advocates, who argue that it could strengthen management influence and reduce the impact of shareholder activism. Read more.
Georgeson view: The approval reflects a growing movement among U.S. issuers to increase retail shareholder participation through issuer-sponsored voting mechanisms. Beginning with ExxonMobil and now extending to Tesla and Goldman Sachs, these initiatives seek to address persistently low retail voting turnout while potentially reshaping the dynamics of shareholder voting. As adoption increases, companies, investors and activists will be watching closely to assess the impact on shareholder proposal support levels, contested votes and broader engagement practices.
US: SEC Warns Asset Managers on Coordinated Shareholder Engagement
The Financial Times reports that the U.S. Securities and Exchange Commission has warned asset managers against coordinating efforts to influence corporate policy following a review of investor involvement in the 2021 campaign that led to the election of three directors to ExxonMobil's board. While the SEC did not pursue enforcement action, it cautioned that investors participating in collaborative initiatives could risk being treated as activist groups and become subject to more stringent disclosure requirements. The review focused on investor participation in the Climate Action 100+ coalition and forms part of a broader set of regulatory changes that critics argue could reduce shareholder influence over public companies. The SEC indicated that while routine engagement remains permissible, investors should be mindful of activities that could be interpreted as coordinated efforts to influence corporate decision-making. Read more.
US: Dual-Class Share Structures Face Renewed Scrutiny
The Wall Street Journal highlights renewed debate over dual-class share structures, arguing that recent performance challenges at several founder-controlled companies have raised questions about whether enhanced voting rights can insulate management teams from shareholder accountability. While such structures remain popular among growth companies and have supported the long-term success of some firms, critics contend they can limit investors' ability to influence strategy or governance when performance deteriorates. Read more.
Georgeson view: As dual-class structures become more prevalent, investors are increasingly focusing on the safeguards that accompany them, including board independence, sunset provisions and succession planning. While investors may support concentrated voting control at the time of an IPO, support can weaken if performance declines or governance concerns emerge. Companies with dual-class structures should therefore be prepared to explain how they maintain accountability to minority shareholders despite unequal voting rights.