Most Significant Votes: Goldman Sachs, Warner Bros, Suncor Energy, NatWest, Beiersdorf, Smith & Nephew, IBM, L’Oréal, Aviva, Canadian Pacific, BofA, Ocado, Pfizer, Pearson

By Paul Lee

Welcome back to Most Significant Votes! This is our second edition of this run covering the Northern Hemisphere voting season. As ever, we identify the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable.

Not many companies put their approaches to climate change to a vote these days, but two Canadian railway businesses both proposed such so-called say-on-climate votes. Canadian Pacific Kansas City (AGM 29th April) fared worse, with 11% opposition to its plans, while only 4% opposed the vote at Canadian National Railway (AGM 1st May). Also proposing a say on climate was South African/UK miner Anglo American (AGM 29th April). This failed to garner the support of 12% of shareholders – though 9% of these were abstentions.

Similarly, Aviva (AGM 6th May) saw 18% of investors fail to back its say on climate vote, 11% abstaining. The UK insurer’s meeting was also disrupted by noisy protestors from Boycott Bloody Insurance.

Because it is an oil sands operator, Canada’s Suncor Energy (AGM 5th May) is shunned by many more environmentally conscious investors. So the 20% support for a shareholder resolution seeking greater disclosure on the company’s governance of climate change risks is all the more remarkable. Also on the subject of climate change, Natwest (AGM 28th April) faced rowdy disruption from campaigners Extinction Rebellion, who argue that the UK bank has backtracked on former climate commitments. Shareholders – rallied by campaigner ShareAction – seem to share some of these concerns, with an unusual 8% protest vote against chair Rick Haythornthwaite. That this was delivered despite both major proxy advisers supporting his re-election makes the result still more impressive. Meanwhile, US car dealer Autonation (AGM 28th April) faced a shareholder proposal calling for greenhouse gas emissions reduction targets; 17% of investors backed this.

US bank Goldman Sachs (AGM 29th April) saw unusually backing support for two shareholder proposals: one asking for greater transparency on lobbying activities garnered 38% support, while another that sought to reduce the thresholds needed to call a shareholder meeting won 37%. Though lower, the 19% in favour of a call for disclosure of the ratio between its lending to fossil fuel energy business and to renewables (with the clear intent of encouraging more lending to the latter), was still impressive. The 30% vote against executive pay was also striking. Both CEO David Solomon and COO John Waldron were awarded $80 million in retention awards on top of their other pay, taking Solomon’s reward to a remarkable $119 million in the year. Even though the median pay at Goldman is a startling $160,000, this still means that the CEO pay ratio is 740:1.

At rival Bank of America (AGM 4th May) a shareholder resolution calling for an independent chair garnered 33% support. A second seeking greater care over animal welfare risks in lending and investment portfolios fared rather worse, but still earned 8% backing.

Beverage giant Coca-Cola (AGM 29th April) also faced a number of shareholder resolutions. The most popular was one urging enhanced sustainability reporting (with a clear focus from the proponents on environmental matters, including the circular economy, water stress and climate change), which won 23% support. One calling for further company efforts with regard to diversity, equity and inclusion, and one seeking greater oversight of the riskiness of ingredients to customer health, each garnered 12% support. But the biggest vote against was reserved for director Thomas Gayner, seen to be too busy given his full-time executive role: no less than 24% of investors opposed his election.

Health insurer HCA Healthcare (AGM 23rd April) faced a shareholder proposal raising concerns about the local healthcare consequences of its acquisitions of hospitals. 11% of investors backed the call for a report on the issue. At Johnson & Johnson (AGM 23rd April) 24% of shareholders supported a proposal to require the chair to be independent; meanwhile, 8% of them opposed the reappointment of PricewaterhouseCoopers, which has been auditor of the company for ‘at least’ 106 years (but can’t actually tell us precisely when it started doing the job!). 29% of investors in Pfizer (AGM 23rd April) backed the call there for an independent board chair.

French beauty firm L’Oreal (AGM 24th April) faced an ugly vote when 5% of investors – or 15% having set aside the votes of the Bettencourt-Myers family and of Swiss food giant Nestle, which together hold a majority of the shares – voted against the appointment of Anna Lenz to the board. Lenz is a Nestle executive so clearly seen as non-independent. A very similar percentage also opposed the remuneration report for the CEO. Nicolas Hieronimus was paid €11.3 million in 2025, up 13% on the prior year, some 119 times the median pay at the firm of €95,000.

Ugliness also at German rival Beiersdorf (AGM 23rd April). The Nivea-maker’s remuneration report faced the ire of 22% of investors, or a remarkable 71% of those other than majority shareholder maxingvest. CEO Vincent Warnery received a 66% salary increase to €2 million in the year. He also received not one but two long-term incentive awards in the year, the additional award intended as an extra incentive to performance, worth in total around €3 million. This must go some way to alleviate any disappointment Warnery feels to have seen the pay he actually received in the year fall from €13.2 million to €2.4 million after no long-term incentives actually paid out during 2025.

Belgian materials group Umicore (AGM 30th April) has a strong focus on recycling and the circular economy, making it a sustainability darling. Some investors are less convinced: the vote against the remuneration report of 17% (including 4% abstentions) looks more like 20% when the votes of 8% shareholder Groupe Bruxelles Lambert are put to one side. Formerly one of two board members for GBL, but now ostensibly independent, Frederic Oudea faced 12% (or 14%) opposition, while former CEO Marc Grynberg, who remains on the board as a non-executive, and as a member of the audit committee, saw a 14% (16%) vote against.

Elsewhere, the stories were all about pay. A remarkable 83% of shareholders opposed a pay resolution at Warner Bros Discovery (EGM 23rd April). At the meeting to approve the deal with Paramount, investors were invited to back so-called golden parachute awards to the executives – payments to recompense them should they lose their jobs following the takeover. Most notably this proposed to award CEO David Zaslav $887 million, including the company making him whole for a tax liability of $335 million – perhaps because $552 million isn’t a sufficient incentive to do the right thing for shareholders. 

While the say on pay vote at IBM (AGM 24th April) faced only 7% opposition, a new incentive plan witnessed 25% votes against. Though the new scheme calls itself long-term, vesting would be allowed after just one year, and the level of awards could be 2% of the total share capital for each of the next 5 years, a high level for such a mature company. The level of performance required for any awards to be made is not clear. The disclosed pay for CEO Arvind Krishna was $38 million in 2025, 50% up on the prior year; his ‘compensation actually paid’ (including the gains on incentive awards) was $83.6 million. The former is 765 times the $50,000 median paid to IBM staff generally.

Pay reared its head at a number of European meetings. At German insurer Munchener Ruckversicherungs (AGM 29th April) – more usually known as Munich Re – 14% of investors voted against the remuneration report. Chemical firm Bayer (AGM 24th April), which is only beginning to recover from the disastrous takeover of Monsanto, saw 19% opposition (including 8% abstentions). At Italian bank Intesa SanPaolo (AGM 30th April), 13% opposed the equivalent resolution and 10% opposed the remuneration policy – these numbers look more like 17% and 13% respectively of the shareholders other than the Foundations (Cariplo and de San Paolo) that together own 12% of the shares. Investors appear concerned by what seem to be retrospective changes making it easier to achieve incentive awards; CEO Carlo Messina received €9.2 million, including €5.1 million in short-term incentives.

UK supermarket logistics firm Ocado (AGM 28th April) also faced investor ire on pay, with 16% of shareholders opposing the remuneration report – 19% excluding the holdings of CEO Tim Steiner and the Rausing family. It seems investors believe there is a disconnect between the pay outcomes and the stuttering performance of the business, which saw a number of key customer relationships reset in the year. Pearson (AGM 1st May) saw a 25% vote against its remuneration policy, while medical devices firm Smith & Nephew (AGM 6th May) faced not only a 40% vote against its policy but also against a new pay scheme.

That’s it for this fortnight. We’ll be back in two weeks’ time, on May 22nd.

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