Most Significant Votes: BP, Woodside Energy, RBC, BMO, CIBC, TD Bank, UBS, BNY Mellon, Mercedes-Benz, Lennar, Sonoco, Humana

By Paul Lee

Welcome back to Most Significant Votes! We launch today our run for the Northern Hemisphere voting season, as always identifying the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable.

Things will be a little different this voting season, with many fewer shareholder proposals reaching the ballot in the US. A new approach from the Securities and Exchange Commission permits companies to omit many resolutions that have been put forward, and a significant number of those that have survived this new approach are ones taking a stance against issues such as DEI or climate commitments, or work to reduce plastic pollution; historically, such resolutions have earned too little support to meet the threshold for inclusion in this blog. The majority of the shareholder resolutions that are on ballots and are likely to win more notable support consider more traditional governance topics, particularly calls for the appointment of independent chairs, and that 10% of investors should be able to requisition a shareholder meeting. As last year, hundreds of these are proposed by a single individual, governance gadfly John Chevedden. As examples, Chevedden resolutions recently up for vote included a call at US packaging firm Sonoco Products (AGM 15th April) for greater transparency on political spending (framed as required to “avoid brand damage” to the Pringles packager), which won 44% backing from shareholders, and at health insurer Humana (AGM 17th April), one seeking constraints on pay for departing executives garnered 42% support.

While there will still be a few resolutions taken to vote on environmental and social issues, there will simply not be the breadth of topics that we’ve seen in the US in recent years. Of course, this blog will still cover the big stories.

The first of those big stories this year was in fact in the UK, with yesterday’s spat at oil major BP (AGM 23rd April). Attention prior to the meeting focused on new chair Albert Manifold, with a number of investors pre-declaring votes against, seeking to hold him personally to account for the company’s apparent retreat from its former openness to UK institutional views on governance and climate matters. In the end, a remarkable 20% (including 2% abstentions) declined to back Manifold’s election, a notable snub at a chair’s first AGM: Welcome, Albert! The immediate spark for ire was BP’s decision to refuse to put a climate-related shareholder resolution on the AGM agenda, arguing that its legal form wasn’t appropriate. A different shareholder proposal used a more acceptable legal form and so did go up for vote: this, urging more care over capex into fossil fuel expansion, garnered 27% support (again including 2% abstentions). Meanwhile, a company proposal to unwind two former shareholder-supported resolutions regarding climate disclosures – which BP argues have now been superseded by regulation – not only failed to meet the 75% support that would have been required to pass, it was actually opposed by 58% of shareholders (including 11% abstentions). Similarly, proposed changes to the company’s constitution would have required 75% support but failed even to reach a simple majority, with an almost identical level of opposition and abstention. The proposals would have enabled virtual-only AGMs, which many investors oppose fundamentally.

Also holding its meeting yesterday was Australian oil and gas rival Woodside Energy (AGM 23rd April). The meeting was temporarily disrupted by climate protests, but some of the vote results were scarcely less shocking: the remuneration report faced 19% opposition, and the award of incentive shares to the CEO no less than 35% votes against. Many investors are concerned about the pay encouraging further growth at the business, which they fear may drive overinvestment in the face of climate constraints.

While there are fewer shareholder resolutions at US companies, there seem at least as many as before at Canadian ones, particularly at the banks, whose AGMs are always early in the voting season. Most popular among the 11 at Royal Bank of Canada (AGM 9th April) was a call for appropriate oversight of AI, with 25% support. A proposal calling for more work to avoid forced and child labour in loan and investment portfolios was nearly as well received, with 23% backing. Two environmental resolutions were also well supported, with a call for an annual advisory vote on environmental and climate matters garnering 21% (including 5% abstentions) and one urging support for the circular economy, 13%. And a resolution pressing for in-person shareholder meetings won 17% backing.

Meanwhile, at Bank of Montreal (AGM 15th April), only AI and advisory votes shareholder proposals garnered significant support (22% and 15% respectively). In addition, KPMG, proposed again as auditor after 36 years in the role (more than the 20 year threshold many investors apply), faced 8% opposition. CIBC (AGM 16th April) has had Ernst & Young as its auditor since 2002; 10% of its shareholders clearly believe that’s long enough. Otherwise the main story from its meeting was the 22% backing (including 5% abstentions) for the shareholder proposal seeking advisory votes on environmental matters. Finally, at Toronto-Dominion Bank (AGM 16th April) resolutions on AI and seeking an advisory vote garnered 22% and 20% (including 6% abstentions) support respectively. The bank also faced a call to work harder against child and forced labour; 21% of shareholders backed that.

Ernst & Young was also under fire in Europe, facing a 15% vote against at UBS (AGM 15th April) – it’s been the Swiss bank’s auditor for 28 years. Chair Colm Kelleher also faced a 12% vote against his election, almost certainly due to diversity concerns that the board includes insufficient women directors. And pay remains an issue for investors: the 12% vote against the remuneration report was accompanied by 11% opposition to the pay policy, and 10% to the aggregate variable pay available for the executive board. CEO Sergio Ermotti was assessed to have hit fully every single one of his targets, and enjoyed total reward of SwFr14.9 million for the second year in a row. But that number looks small when compared to the $83.5 million paid to Robin Vince, chair and CEO of Bank of New York Mellon (AGM 14th April), more than 1000 times even the generous $82,000 paid to that bank’s median employee. Large as it is, this headline number is calculated based on estimated fair values of awards; Vince’s disclosed $118 million ‘compensation actually paid’ may represent a fairer view of the real value. Fully 45% of shareholders declined to back the vote on executive pay.

Like many of its European peers, storied German carmaker Mercedes-Benz (AGM 16th April) is finding itself squeezed by new competitors. Investors worry whether the remuneration structures deliver a fair reward in this context: 10% opposed the remuneration report and 11% the remuneration policy. CEO Ola Kallenius received €8.8 million in 2025, down from €12.5 million the prior year. Multiple departing executives were also very fully compensated. More striking was the vote to permit virtual meetings, as at BP an idea not welcomed by shareholders: 20% opposed.

Further incensed by a share price that has halved in around 18 months, investors in US housebuilder Lennar (AGM 8th April) are fed up with the differential voting rights that mean chair and CEO Stuart Miller wields 42% of all votes at the company. 37% – 69% of those other than Miller – supported a call for the abolition of the dual class structure, and 29% (or 54%) backed a resolution seeking separate disclosure of votes by share class. Miller himself fared poorly, with 14% (26%) opposing his election, but better than 20-year tenured non-executive director Jeffrey Sonnenfeld, who as chair of the nominating and corporate governance committee bore the brunt of the protest vote from shareholders about the differential votes: 19% (35%) declined to back him.

That’s it for this fortnight. We’ll be back in two weeks’ time, on May 8th.

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