Georgeson publications
Georgeson in the media
Georgeson events
- Europe: Live investor panel looking at the 2026 European AGM Season
- Italy: Panel at Sole 24 Ore Business School’s event on Group Governance, Risk Management, and the role of investors
- Italy: Roundtable discussion: “Boards and Institutional Investors in Extraordinary Transactions: Discussion, Expectations, and Value Creation”
Europe: Georgeson published its 2026 European AGM Season Review
The review brings together insight from the UK, Germany, France, Switzerland, the Netherlands, Italy, Spain, Belgium and Ireland, helping issuers understand both the wider European picture and the developments affecting individual markets. The publication of the Season Review was covered by Reuters, the Corporate Governance Institute, Corriere della Sera, Expansión, Forbes España.
US: Georgeson published its 2026 US Proxy Season Report
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.
Europe: Georgeson distributed a client memo discussing Glass Lewis’ recent announcement regarding the phasing out of its Benchmark policy in 2027
Glass Lewis has provided further details regarding its transition from a single benchmark research model to four distinct research perspectives. Most significantly, Glass Lewis has confirmed that its Benchmark Voting Policy Guidelines and traditional proxy research reports will remain in place throughout the 2027 AGM season, with the new research perspectives scheduled to go live in September 2027.
Europe: Reuters’ article titled “Shareholder opposition to executive pay eases globally” features data from the European AGM Season Review and quotes Georgeson’s Cas Sydorowitz
"The result is a more fragmented environment in which voting outcomes can be less predictable, even when overall dissent levels remain relatively low," said Cas Sydorowitz, head of Georgeson Advisory. Contested pay reports in Europe, where investors sign off on payouts for the prior year, fell almost 6 percentage points year-on-year to 25.2%, data from shareholder advisory firm Georgeson Advisory showed — the lowest average level since at least 2018.
Spain: Expansión reported on the publication of the study by Georgeson and ESADE’s Corporate Governance Centre on the role of Lead Independent Directors in Spain in their article titled “What is the role of the Lead Independent Directors?”
The study conducted by Georgeson and ESADE's Corporate Governance Centre, “El Consejero Independiente Coordinador en España”, highlights the growing importance of the Lead Independent Director (LID) within Spanish listed companies. The study finds that the effectiveness of the role depends less on formal powers and more on the individual's credibility, judgement and ability to build consensus within the boardroom. Strong relationships with the Chair and the ability to facilitate dialogue among directors are identified as key success factors. The report also notes the LID’s increasing involvement in sensitive governance matters, including CEO and Chair succession, board effectiveness, shareholder relations and transformative corporate transactions. Participants interviewed for the study called for greater clarity regarding the role’s interaction with investors and proxy advisors.
US: Computershare’s Meighan McGowan is quoted in Responsible Investor’s article titled “Big read: Is sustainable finance finding its feet again?”
“The outlook remains less hopeful in the US, though, according to Meighan McGowan, head of investor engagement for North America at proxy solicitation firm Georgeson. "There are a lot of initiatives still in flight that will likely continue to change the environment in which shareholders and companies are operating in the US," she says, pointing to stewardship and engagement.”
Europe: Georgeson hosted a live investor panel looking at the 2026 European AGM Season
The webinar highlighted emerging patterns in executive remuneration, director elections and investor voting behaviour. Following the review, our panel of expert investors discussed the dominant themes from the 2026 proxy season – offering first hand perspectives on what’s shaping investor sentiment.
Italy: Georgeson’s Alberto D’Aroma spoke on a panel at Sole 24 Ore Business School’s event on Group Governance, Risk Management, and the role of investors
The course, reserved for members of the Board of Directors, Boards of Statutory Auditors and Supervisory Bodies of listed companies, stems from the scientific partnership with Assogestioni, in collaboration with Deloitte and with the sponsorship of Georgeson.
Italy: Georgeson’s Lorenzo Casale will be moderating a roundtable discussion on “Boards and Institutional Investors in Extraordinary Transactions: Discussion, Expectations, and Value Creation” at a Board Member Catch-up hosted by the Sole 24 Ore Business School
Governance and extraordinary finance are at the heart of this Catch-up: it analyzes the main extraordinary market transactions, board decision-making processes, governance dynamics, and the perspective of institutional investors. Operational tools are provided to authoritatively oversee extraordinary transactions, improve the quality of decisions, and strengthen market credibility.
Shareholder activism
Whitbread investor Corvex calls for seat on board amid strategic challenges
Reuters reports that activist investor Corvex Management has called on Whitbread to convene a general meeting to appoint partner James Gemmel to the board, arguing that the company’s recent strategic review did not adequately address its underlying challenges or valuation gap. Corvex, which holds a 6.4% stake and is no longer advocating for a sale of the company, says board representation would allow it to assess strategic alternatives aimed at enhancing long-term shareholder value.
Elliott builds stake in Deutsche Telekom and opposes T-Mobile US merger
The Financial Times reports that activist investor Elliott Management has built a stake in Deutsche Telekom and is urging the company to abandon a potential merger with majority-owned subsidiary T-Mobile US, instead advocating measures such as share buybacks to enhance shareholder value. The development highlights active shareholder scrutiny of a transaction that has already raised concerns among investors and could significantly influence Deutsche Telekom’s strategic options and capital allocation decisions.
Northern Star’s CEO faces activist siege as he tries to restore shine
The Australian Financial Review reports that incoming Northern Star CEO Suresh Vadnagra will face pressure from activist investor Elliott Investment Management, which has increased its stake to 6.24% and is calling for operational improvements, board renewal and a review of strategic options, including potential asset sales. The campaign highlights growing shareholder scrutiny of performance and capital allocation in the mining sector, with Elliott arguing that a sharper focus on Northern Star’s highest-quality assets could unlock additional shareholder value.
Environmental & Social
Nike shareholders reject climate proposal backed by Norway wealth fund
Reuters reports that Nike shareholders rejected a proposal seeking greater transparency around the company’s climate targets and plans to achieve its emissions-reduction goals, despite support from Norway’s sovereign wealth fund. The vote highlights the continued debate over climate-related disclosure and accountability, while shareholders also approved executive compensation after opposition from both major proxy advisors and some institutional investors.
Glass Lewis and Clarity AI Join Forces to Integrate Sustainability, Governance and Stewardship
Glass Lewis has announced its combination with Clarity AI, bringing together proxy voting, corporate governance and stewardship expertise with Clarity AI’s sustainability data, analytics and AI capabilities. The transaction reflects growing demand from institutional investors for integrated governance, sustainability, engagement and voting solutions, while strengthening the combined group’s presence in Europe and its ability to support evolving stewardship and regulatory requirements.
Global
The bargain between shareholders and companies is being eroded
In an opinion piece published by the Financial Times, Nicolai Tangen, chief executive of Norges Bank Investment Management, argues that shareholder rights are being weakened across global markets through the growth of dual-class share structures, reduced disclosure requirements, weaker protections against related-party transactions and limits on shareholder litigation. He contends that regulators, exchanges, boards, index providers and investors should act to protect shareholder rights, warning that increasing competition for listings risks creating a "race to the bottom" in governance standards.
How to find a leader in 2026
The Financial Times reports that boards are placing greater emphasis on leadership traits such as adaptability, resilience, systems thinking and social intelligence as they navigate a more complex and uncertain business environment. The article highlights how executive search firms are increasingly using AI-powered assessments and simulations alongside traditional evaluation methods to identify candidates with the skills needed to manage change and lead organisations through evolving strategic challenges.
European developments
UK
FTSE 100 bosses paid record average of £5mn
The Financial Times reports that median pay for FTSE 100 chief executives has risen above £5 million as UK companies increasingly seek to retain and attract senior executives amid competition from higher-paying US markets. The article notes that investor and proxy advisor opposition to executive pay proposals has eased compared with previous years, reflecting a broader shift in attitudes towards remuneration and the importance of aligning pay with long-term performance and talent retention.
One fix for UK plc’s underperformance: equity for all
In an opinion piece published by the Financial Times, Lex argues that UK companies should consider increasing the use of share-based remuneration for non-executive directors, supporting proposals from activist investor Cevian Capital to strengthen board alignment with shareholder interests. The column contends that greater equity ownership by directors could help attract and retain experienced board talent, improve governance oversight and support efforts to enhance the competitiveness and valuation of UK-listed companies.
Schroders votes against female chair for ‘failing on diversity’
The Times reports that asset manager Schroders voted against the re-election of Dame Ruth Cairnie as chair of Babcock International, citing concerns about gender diversity below board level despite the company meeting its board diversity targets. The vote highlights how some investors are increasingly extending their stewardship focus beyond board composition to broader workforce and leadership diversity metrics, even as diversity-related expectations continue to evolve across UK markets.
Germany
VW’s painful recovery plan is fragile
The Financial Times reports that Volkswagen is pursuing a significant restructuring programme, including substantial job cuts and potential factory closures, as it responds to competitive pressures from China, weaker demand and broader challenges facing the European automotive sector. The article highlights concerns that the company’s complex governance structure may continue to complicate efforts to implement change, with investors closely watching whether the reforms can improve performance and strengthen long-term competitiveness.
Hugo Boss Names Frasers’ Michael Murray as Supervisory Board Chairman
The Wall Street Journal reports that Hugo Boss has appointed Michael Murray, chief executive of Frasers Group, as the next chair of its supervisory board following the retailer’s move to near-majority ownership of the company. The appointment underscores Frasers Group’s growing influence at Hugo Boss and forms part of broader board changes following the departure of outgoing chair Stephan Sturm.
France
LVMH’s Arnault Family Moves to Cement Control With Ownership Overhaul
The Wall Street Journal reports that the Arnault family has unveiled a restructuring of its holding companies designed to simplify the ownership structure controlling LVMH and reinforce the family’s long-term control of the luxury goods group. The plan includes the delisting of Christian Dior SE and the consolidation of control within a single entity, highlighting the importance of ownership structures and succession planning in family-controlled companies.
Italy
Navigating Uncertainty: The New Strategic Role of Boards.
As geopolitical tensions, technological disruption, cyber threats and market volatility increasingly reshape the business landscape, uncertainty has become a permanent feature of the operating environment. In this context, boards are expected to move beyond traditional oversight and play a more proactive role in anticipating risks, identifying opportunities and supporting long-term value creation. Effective governance requires boards to integrate geopolitical, macroeconomic and technological risks into decision-making processes, while maintaining a long-term strategic perspective. The growing complexity of the environment also elevates the role of non-executive and independent directors, whose diverse expertise and independent judgement are essential to strengthening board discussions and challenging management assumptions. Well-organised boards, supported by robust information flows and meaningful strategic debate, are better positioned to enhance resilience and turn uncertainty into a source of competitive advantage.
Women and Young Professionals Still Underrepresented on Corporate Boards, Limiting Governance Diversity
The first edition of the Governance Observatory, conducted by CUOA Business School in partnership with Adacta Advisory and covering more than 20,000 Italian companies with revenues above €20 million, highlights the slow pace of generational renewal and gender diversity in corporate leadership. Women hold just 19% of board seats on average, while Millennials and Generation Z account for only 15%, with nearly half of all boards composed entirely of men. The study suggests that the key issue is not directors’ age, but the limited diversity of perspectives, skills and professional backgrounds around the boardroom table. As companies navigate increasingly complex technological, economic and geopolitical challenges, a broader range of experiences is becoming essential to effective decision-making and long-term competitiveness. According to Federico Visentin, President of CUOA Business School, boards should evolve beyond their traditional oversight role and act as strategic drivers of growth. This means combining financial and legal expertise with competencies in areas such as sustainability, digital transformation and geopolitics, while also fostering greater independence and diversity of viewpoints. Ultimately, the goal is not simply to replace one generation with another, but to build boards that successfully balance experience and innovation, enhancing companies’ ability to create sustainable value over the long term.
MPS: Giorgetti Says the Government Will Not Participate in the Shareholders’ Meeting; The Market Will Reward the Best Offer
“We will not participate and will follow the market’s decision,” Economy Minister Giancarlo Giorgetti said regarding the position of the Italian Ministry of Economy and Finance (MEF), which holds nearly 5% of MPS, ahead of the shareholders’ meeting scheduled for late October to discuss the proposed transactions involving Banco BPM and Banca Generali.
“The market, in its ability to assess the alternatives, will likely reward the better offer,” he added, referring to the competing proposals currently under consideration: Intesa Sanpaolo’s offer for MPS and MPS’s bid involving Banco BPM and Banca Generali.
Pirelli: Marco Tronchetti Provera Acquires an Additional 3.34% Stake, Raising His Holding to 29.9% of the Company's Share Capital
The holding companies controlled by Marco Tronchetti Provera have acquired an additional 3.34% stake in Pirelli, increasing their shareholding from approximately 26.6% to 29.9%, just below the threshold that would trigger a mandatory takeover bid. The transaction further strengthens Tronchetti Provera’s position as Pirelli’s largest shareholder, ahead of Sinochem (20.1%) and Lumina Crown (14%), the investment vehicle controlled by Czech entrepreneur Michal Strnad.
The acquisition, valued at approximately €240 million based on current market prices, was carried out through Camfin Alternative Assets and completes a share purchase programme approved in 2024. The move reinforces the commitment of Tronchetti Provera and Camfin as long-term, stable shareholders and underlines their support for Pirelli’s industrial strategy. Since the company’s return to the stock market in 2017, the group has effectively doubled its stake through a series of market transactions and strategic acquisitions.
Stazi (Consob): Long-Term Savings Incentives Needed to Boost IPOs, Following Sweden’s Example
Speaking at the Corporate Governance in Italy conference, Consob Chairman Guido Stazi stressed that regulatory reforms alone will not be sufficient to revive Italy’s capital markets. While recent changes to the Consolidated Finance Act (TUF) and the Capital Markets Law aim to make the market more attractive and competitive, Stazi argued that greater attention should also be paid to stimulating investor demand through financial education and long-term investment incentives. Drawing on the example of Sweden, Stazi highlighted the benefits of a coherent system combining tax incentives, investor participation tools and financial literacy initiatives to channel household savings into the real economy. The remarks come as Italy continues to face a shrinking listed market and significant levels of idle household savings, with an estimated €1.5 trillion held in low-yield current accounts.The conference also featured discussions on further reforms to corporate governance rules. Assonime Chairman Massimo Tononi called for amendments to certain provisions governing board candidate lists, while Assogestioni Chair Maria Luisa Gota emphasized the importance of preserving minority shareholder representation. Representatives of the Italian Ministry of Economy additionally highlighted the need to strengthen private equity, venture capital and pension fund investment to support business growth and capital market development.
Spain
Executive directors’ remuneration in the Ibex 35 rises by 29%
Expansion reports that according to the CNMV’s latest annual remuneration report, executive directors of Ibex 35 companies, including executive chairmen and CEOs, received average remuneration of €4.82 million in 2025, representing a 29.3% increase compared with the previous year. More than half of this increase was driven by the vesting of long-term incentive plans awarded to Sacyr’s Executive Chairman; excluding this effect, the increase would have been significantly lower. The report also highlights that executive directors in the Ibex earned, on average, 67 times more than the average employee, up from 55 times in 2024. Meanwhile, female representation on Ibex boards continued to improve, reaching 42.1%, above the 40% threshold established under Spanish legislation.
Strong shareholder support for executive directors across the Ibex 35
Expansion reports that during the 2026 AGM season, the re-election or ratification of 19 executive chairmen and CEOs of Ibex 35 companies received average shareholder support of 96.38%, one of the highest levels recorded in recent years. Support was particularly strong for CEOs, who achieved an average approval rate of 98.7%, compared with 94.06% for executive chairmen.
Ferrovial to Delist from Euronext Amsterdam
El Confidencial reports that Ferrovial has announced the voluntary delisting of its shares from Euronext Amsterdam, effective 11 September 2026. The move follows the company's 2023 relocation to the Netherlands, which facilitated its subsequent listing on Nasdaq. Trading activity has increasingly shifted towards the US and Spanish markets, with Nasdaq now accounting for nearly 60% of trading volumes and Spain for around 41%. By contrast, Amsterdam represents just 0.15% of total trading volume. Ferrovial will maintain its listings on Nasdaq and the Spanish stock exchanges, while keeping its headquarters in the Netherlands. The company said the decision aims to simplify its listing structure and improve market efficiency, reflecting the growing importance of US investors in its shareholder base.
From IPO to M&A in record time: why newly listed companies quickly become takeover or merger targets
Expansion reports that a growing number of companies are pursuing major M&A transactions shortly after going public. Recent examples include Cirsa, which announced its integration with Lottomatica just over a year after its IPO, as well as cases such as Opdenergy, SpaceX and historical transactions involving Meta, Terra and Glencore. According to the article, public listing provides companies with a market valuation, greater visibility and easier access to capital, making acquisitions and mergers more attractive and easier to execute. At the same time, listed companies can become more appealing takeover targets, particularly when private equity shareholders remain invested and seek opportunities to accelerate their exit. The trend highlights the increasingly close relationship between capital markets and strategic corporate transactions.
Ireland
Ryanair boss tells investors to ‘grow up’ over his €150mn share scheme
The Financial Times reports that Michael O’Leary has defended his proposed €150 million long-term incentive arrangement after approximately 40% of Ryanair shareholders voted against his next employment contract. The vote highlights continued investor scrutiny of executive remuneration, particularly the use of large performance-based awards, even where companies argue that payouts are contingent on ambitious share price and financial targets.
Denmark
Ozempic maker Novo open to upgrading New York listing
The Financial Times reports that Novo is open to considering a direct New York Stock Exchange listing in the future as the US becomes an increasingly important market for both its business and investor base. The comments highlight how global companies are evaluating their listing structures to improve access to capital and investors, while balancing the strategic benefits of maintaining ties to their home markets.
North American developments
United States
US regulator sues ISS as it steps up scrutiny of proxy advisers
The Financial Times reports that the US Securities and Exchange Commission has filed a lawsuit seeking to compel Institutional Shareholder Services to comply with an agency subpoena as part of an investigation into shareholder voting recommendations. The case highlights the continued regulatory and political scrutiny facing proxy advisors in the US, whose governance and voting recommendations play a significant role in investor stewardship and corporate governance outcomes.
US audit regulator scraps investor advocate role as Trump-era revamp accelerates
The Financial Times reports that the Public Company Accounting Oversight Board is closing its Office of the Investor Advocate, a unit established to represent shareholder perspectives on audit regulation and oversight. The move reflects a broader shift in priorities at the US audit watchdog and has prompted debate about how investor interests will be represented in discussions around audit quality, corporate reporting and market oversight.
Reuters: Microsoft to keep shareholder proposal rights through 2027, even as SEC reduces oversight
Reuters reports that Microsoft has agreed to maintain its existing shareholder proposal eligibility thresholds through the 2027 proxy season, regardless of potential changes to the US Securities and Exchange Commission’s shareholder proposal framework. The agreement, reached with activist Paul Chesser, highlights ongoing debate over shareholder rights and access to the proposal process, as companies and investors assess the implications of proposed regulatory changes in the US.
Goldman Sachs to launch retail voting programme
Responsible Investor reports that the US Securities and Exchange Commission has given Goldman Sachs the go-ahead to launch its retail voting programme, which will allow shareholders to establish standing voting instructions aligned with the recommendations of the company’s board. The development follows a similar programme introduced by ExxonMobil and has prompted debate over whether such initiatives could increase retail voting participation while also raising concerns among some investors about the potential impact on shareholder oversight and accountability.
APAC developments
Japan
Tokyo court blocks Toho poison pill in test of anti-activist defences
Reuters reports that a Tokyo court has blocked Toho Holdings from implementing a poison pill defence aimed at limiting activist investor 3D Investment Partners from increasing its stake in the company. The ruling is a significant development for Japanese corporate governance and shareholder activism, as it may raise the threshold for companies seeking to use anti-activist defences and reinforces ongoing debate over the balance between board protection measures and shareholder rights.
Hong Kong
Hong Kong proposes easier rules for deals, spin-offs
Reuters reports that Hong Kong Exchanges and Clearing has proposed changes to its listing rules that would raise the threshold for shareholder approval of major transactions and simplify requirements for certain corporate spin-offs. The proposals are intended to give listed companies greater flexibility in executing transactions while maintaining investor protections, and form part of broader efforts to enhance Hong Kong’s attractiveness as a listing venue and capital market.
Hong Kong Regulator Steps Up Scrutiny of IPOs, Placements and Bank Gatekeepers
Hong Kong’s SFC has intensified enforcement around share offerings, telling investment banks how staff should cooperate with regulatory raids and emphasizing stronger internal controls when selecting and advising issuers. Regulators are increasingly focusing on misuse of IPO proceeds and fabricated investor demand, while roughly eight brokerages or funds have reportedly faced raids this year. The scrutiny comes during a major capital-markets boom: IPOs and secondary placements raised HK$651 billion in the first eight months of 2026, up 76% year on year, making sponsor due diligence and gatekeeper responsibilities an increasingly important governance issue.
Korea
Korean Activists Move From Dividend Demands to Boardroom Reform
The Korea Times reports that shareholder activism in South Korea has evolved from a contentious, foreign-led phenomenon into a more established element of the country’s corporate governance landscape, supported by regulatory reforms, growing retail investor participation and the emergence of domestic activist funds such as Align Partners and KCGI. The article notes that recent campaigns have increasingly focused on governance, board accountability and capital allocation rather than solely higher shareholder payouts, although debate continues over whether activist interventions will deliver lasting improvements in corporate governance and long-term value creation.
China
DeepSeek Builds a More Conventional Governance Structure as IPO Preparations Advance
Reuters reports that Chinese AI startup DeepSeek is planning to appoint venture capital executive Yan Wentao as its first chief financial officer as it prepares for a potential public listing. The move marks a further step in the company’s transition towards a more conventional corporate structure and highlights the governance, financial reporting and investor relations preparations typically associated with IPO readiness.
India
Tata dispute sends India Inc scrambling to shore up shareholder rights
Reuters reports that a governance dispute at Tata Sons between the company’s board and its controlling shareholder, Tata Trusts, is prompting founders, investors and boards across India to review shareholder agreements and veto rights. The disagreement over the reappointment of chairman N. Chandrasekaran has highlighted questions around the balance of power between boards and major shareholders, with governance experts noting the case could influence how companies structure shareholder protections and decision-making rights in the future.
Australia
Highest-paid directors in 2026 revealed
The Australian Financial Review reports that Malcolm Bundey, chair of Mineral Resources, was Australia’s highest-paid non-executive director in 2025-26 after receiving a remuneration package heavily weighted towards performance-linked options. The article highlights ongoing debate over the use of incentive-based remuneration for non-executive directors, with investors and governance experts divided on whether such arrangements strengthen alignment with shareholders or risk compromising board independence.
Accent Group puts board up for vote to defend against Frasers bid
The Australian Financial Review reports that Accent Group will put most of its board up for re-election at its upcoming annual general meeting as it seeks to defend itself against a takeover bid from its largest shareholder, Frasers Group. The move places the company’s board composition and strategic direction directly before shareholders, highlighting the growing role of governance and board accountability in contested takeover situations.