Shareholders across Europe are sharpening their focus on executive pay. For the first time since the EU’s Shareholder Rights Directive II (SRD II) mandated annual remuneration votes, average opposition to remuneration policies has overtaken opposition to remuneration reports.
This insight comes from Georgeson’s 2025 European AGM Season Review, which analysed voting trends at AGMs across the UK, Ireland, Spain, Italy, the Netherlands, Germany, France, Switzerland and Belgium.
In the UK, opposition to remuneration policies rose to 12 percent, up from 7 percent in 2024, with the percentage of contested policies nearly doubling from 12.1 percent to 21.6 percent. Germany saw even sharper dissent, with 42.1 percent voting against remuneration reports, up from 28.9 percent, while contested policies surged to 47.6 percent, up from 30.8 percent.
Ireland experienced the steepest increase in policy opposition, more than doubling from 5.6 percent to 11.8 percent, even as contested policies dipped slightly.
Director elections also continue to be an area of focus for investors. Spain saw the highest increase in the proportion of director elections that received over 10 percent opposition in 2025. This jumped from 5.1 percent in 2024 to 8.1 in 2025, representing an increase of 59 percent.
At the other end of the spectrum, Italy saw the proportion of director elections that faced opposition fall from 33.3 percent in 2024 to 0 percent in 2025.
Across the board, ‘against’ votes on remuneration policies climbed from 30.7 percent to 37.9 percent.
Georgeson CEO Cas Sydorowitz noted that investors are now taking a more direct and confrontational stance on executive compensation, increasingly challenging long-term incentive plans and other future pay structures by voting down binding remuneration policies.
‘By voting ‘against’ such resolutions, investors directly challenge future executive compensation structures, which can also include long-term incentive plans,’ he said.
Elsewhere, say on climate proposals held steady, with 22 resolutions submitted in both 2024 and 2025. However, support rose, with approval averaging 95.3 percent in 2025, up from 92.6 percent the year prior, with companies in France and UK experiencing the highest levels.
Share issuance resolutions also drew more scrutiny. Contested votes rose from 13.4 percent in 2024 to 18.9 percent in 2025, with opposition increasing in every market except the UK and Switzerland. While the UK saw a slight dip, Switzerland recorded no contested votes at all.
Sydorowitz attributes the rise in opposition to a growing demand for oversight on capital decisions. He added: ‘Shareholders may also be increasingly concerned about shareholder dilution and how companies manage capital allocation’.
AGM formats also evolved. While four countries still hold in-person-only meetings, hybrid formats are gaining traction in places like Spain (87.9 percent) and the UK (32 percent). Germany emerged as a standout, with 63.2 percent of AGMs held virtually. Looking to 2026, Germany, Switzerland, Spain and Italy have the highest percentages of companies with shareholder approval to hold virtual-only meetings.
The 2025 AGM season confirms a growing shift in shareholder behaviour, one that’s more assertive, more strategic and increasingly focused on long-term accountability. From a rise in ‘against’ votes on remuneration to increased scrutiny on capital issuance and meeting formats, investors are sending a clear message: governance must evolve in line with stakeholder expectations.
For boards and corporate secretaries, the implications are significant: engagement strategies need to deepen, transparency around pay structures and capital decisions must improve and companies must be prepared to justify their policies. The growing preference for virtual and hybrid AGMs also underscores the need for digital readiness and robust shareholder communication tools.
As 2026 approaches, boards should expect greater activism, more contested votes and heightened pressure to align strategy with shareholder priorities. The age of passive oversight is over: investors are watching, voting and demanding change.