Most Significant Votes: Exxon Mobil, Amazon, Meta, Chevron, Citigroup, Home Depot, Verizon, AIA Group, Chubb, NextEra Energy, Thermo Fisher, Société Générale, Lazard, STMicroelectronics, Exor

By Paul Lee

Welcome back to Most Significant Votes! We continue our run of blogs covering the Northern Hemisphere voting season. As always, we identify the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable.

Most of the interest this fortnight has been in the US, where shareholder rights appear to be under threat. Oil and gas major Exxon Mobil (AGM 27th May) is one of the companies to propose redomiciling from Delaware, the long-established hub for US corporations, to Texas, a state that is putting direct limits on shareholder rights and so bolstering management dominance. There was 29% opposition to this proposal, striking but not enough to prevent the move. It’s not clear how large a portion of the supporters were retail shareholders using the company’s new voting approach for them – which enables them to express their voting intent, as long as those votes are all cast in line with the board’s recommendations. A shareholder proposal to make the retail voting programme more democratic by actually allowing shareholders to have opinions that differ garnered only 27% support (including 5% abstentions), and one calling for an independent chair (“a proposal overwhelmingly defeated on 16 separate occasions since 2000”, the company unsubtly said in its formal statement of the resolution itself) 16%.

Also proposing a change to its articles of association was Hong Kong-based insurer AIA Group (AGM 22nd May). 10% of shareholders opposed this, most likely because it facilitates virtual-only shareholder meetings, currently a controversial topic. Meanwhile, Exxon’s rival US oil major Chevron (AGM 27th May) faced a pair of shareholder proposals on human rights, each earning 10% support.

Many investors clearly believe that several US companies need to do more on climate. Most striking was the result at power generator NextEra Energy (AGM 21st May) where 35% of investors backed a call for the development of a strategy aligned with the goals of the Paris Agreement. Insurers were a particular target for attention.

At Markel (AGM 20th May) 24% of investors sought more information on its climate risk mitigation strategy, and at Travelers (AGM 20th May), 16% backed a call for greater insights into the insurer’s pricing and coverage of climate-related risks. At the same time, 22% backed a call for an independent chair and 27% opposed making a pay scheme more generous. There was also an insurer resolution that wasn’t: US-listed but Swiss domiciled Chubb (AGM 21st May) declined to put a climate proposal on the ballot, and proponent As You Sow failed in its case to overturn the decision. This may have formed part of the reason for two significant votes against director elections, 17% against the reappointment of governance committee chair David Sitwell, and 18% against CEO Evan Greenberg being reappointed chair, but it is more likely that board diversity concerns (with only 2 women on the board of 12) and normal worries about independent oversight loomed larger in investor decision-making.

Meanwhile, at telecoms firm Verizon (AGM 21st May) 19% of investors supported an expectation for greater board oversight of climate matters, and 17% sought an independent chair. The shareholders even of petrolhead-pleaser Harley-Davidson (AGM 21st May) seem keen on a strategy for reduced carbon-intensity: 22% called for a climate transition plan.

There was a climate-related one among the numerous shareholder proposals faced by Meta Platforms (AGM 27th May), the Facebook and WhatsApp company, flagging emissions from its data centre operations. This won 7% backing, or 23% of investors other than founder Mark Zuckerberg, who controls 61% of the voting rights through being essentially the only holder of a class of shares each wielding 10 votes. A resolution regarding online hate garnered almost identical backing, but the most popular of the shareholder proposals were ones seeking an annual vote on executive pay and an ending of the dual class share structure, each winning 27% support (87% and 85% respectively). A proposal seeking class-by-class vote disclosure earned 20% (65%) support, and two requesting greater oversight of the use of customer data garnered 10% and 7% backing (34% and 22%). A number of directors also faced big votes against, most notably John Elkann, current head of Italy’s Agnelli family and CEO of its investment vehicle Exor – who is therefore seen as busy in addition to the broader investor concerns about board and share structure; 17% of investors opposed his election, or 55% other than Zuckerberg.

Data centre rival and global retail behemoth Amazon (AGM 20th May) also faced a shareholder proposal on carbon emissions from data centres. There, it garnered 19% support, or 22% once the 9% of the shares owned by founder and executive chair Jeff Bezos are set aside. 15% (or 17%) of investors also supported a call for an independent chair.

At Exor (AGM 20th May) itself, 5% of investors declined to back the remuneration report (most of them abstaining) – or 20% of those other than the Agnelli family, who enjoy the benefit of extra voting rights on their shares. Elkann was paid nearly €15 million in 2025, most of it, oddly given his own and his family’s existing large shareholding, in shares and options. Perhaps most egregiously for shareholders, during the year he saw his salary double to €1 million, and his annual bonus limit quadruple to €2 million. There are only 26 employees of Exor, and their average pay is a remarkable €1.5 million so the pay ratio for Elkann is only 10:1.

A couple of companies were pressed on the issue of plastic usage and other environmental matters.

Retailer Home Depot (AGM 21st May) saw 18% of investors back a call for reductions to plastic packaging, and 15% keen to see an assessment of biodiversity impacts and dependencies in the business.

At Hyatt Hotels (AGM 20th May) 8% of the shareholders other than the founding Pritzker family (who control 89% of the votes through holding a special class of shares with 10 votes each) backed a call to consider reporting overall plastic use. 47% of investors other than the Pritzkers opposed the election of Richard Tuttle, who as corporate governance committee chair is blamed by many for the ongoing family dominance and the fact that not all directors stand for election every year; Tuttle also looks pretty busy.

Some of the biggest large-company votes against pay we’ve seen this year occurred on the same day at Citigroup (AGM 20th May) and Thermo Fisher (AGM 20th May). Taking the scientific research hardware firm first, a remarkable 68% of shareholders opposed its executive pay vote. While talking tough about sticking to prior targets for remuneration, meaning some awards did not vest during the year, the board decided to make a one-off 'retention' award to chair and CEO Marc Casper, worth a notable $58 million at grant and bringing his overall pay to $80 million, up from $30 million last year (in spite of those other awards not vesting). Investors were clearly unpersuaded by the unusually long-term nature of the awards for the US – they only start to be released 8 years from grant. Meanwhile, fully 40% of shareholders declined to back the executive pay vote at the giant US bank, and 31% the release of more shares to supply equity-based incentives. The main controversy was a ‘CEO special award’ to chair and CEO Jane Fraser of nearly $54 million, in addition to the $42 million she earned in the – relatively – normal course (up from $31 million in the prior year). Clearly many investors weren’t convinced by the bank’s arguments that this special award was warranted: (1) to recognise performance since Fraser was appointed in 2021; (2) to retain her services; (3) for competitive reasons as peers have done something similar; and (4) to incentivise future performance.

No such special award to the CEO of France’s Société Générale (AGM 27th May); Slawomir Krupa was paid around a tenth as much, €8.4 million. Yet from next year, under a new policy his salary will be bolstered by 45.5% to €2.4 million, with all other pay rising commensurately. 29% of investors voted against the pay policy on this basis.

Investment bank Lazard (AGM 21st May) also displeased investors on pay, with 40% opposing amendments to an incentive scheme; the main contentious element is likely to be the annual dilution of shareholder interests by around 3%, which is high, despite the company’s protestations that this is a normal level for a business that often pays employees in shares rather than cash. CEO Peter Orszag received nearly $14 million and there was very limited opposition to the executive pay vote. In the UK, challenger Metro Bank (AGM 2nd June) saw 10% opposition to its remuneration report, or 27% against excluding the 53% wielded by Jaime Gilinski Bacal and his Spaldy investment vehicle. Though CEO Daniel Frumkin was paid a relatively modest £2.7 million, 57 times the average employee, concerns centre on an unusual long-term incentive scheme which is based on a portion of market capitalisation growth over 5 years; the baseline share price is under half the current price, so the scheme is currently worth around £15 million to Frumkin; the maximum he might receive is £60 million, seen as outside market norms.

Finally among big votes on pay at banks, in South Africa, Absa (AGM 2nd June) witnessed a 43% vote against its remuneration report. This seems related to the creation of a special R92 million 'recruitment fund', in addition to existing short-term incentives (worth R4 billion in aggregate), as well as to the huge payout to new CEO Kenny Fihla, of R148 million in just the half year that he’s been in role – R98 million of that buying him out of incentives at his prior employer. Remuneration committee chair Rose Keanly also faced a personal 10% vote against.

Pay also raised some concern at European tech hardware firm STMicroelectronics (AGM 27th May), with 8% of investors opposing the remuneration report, or 13% of those other than the holding company that aggregates French and Italian state interests and controls 28% of the shares. Investors appear concerned that the reduction in pay to €6 million for CEO Jean-Marc Chery may not fully recognise the challenges faced by the company as revenues shrank 11% given the strains in the European car industry that forms a major part of its customer base. More significantly, the chair of the remuneration committee Frederic Sanchez, faced 12% (or 20%) opposition to his re-election – though that seems to be less related to pay issues and more because he appears to be so busy his commitment to the board is in question.

That’s it for this fortnight. We’ll be back in two weeks’ time, on June 19th.

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