Most Significant Votes: Shell, Equinor, ConocoPhillips, Liberty Media, Southern Company, Intel, AtkinsRéalis, JCDecaux, Havas, Teleperformance, Rheinmetall, Loblaw, Swiss Life, Manulife, Swatch, Ford

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.

The future of the oil and gas industry in the face of climate change remains highly contested. European supermajor Shell (AGM 19th May) faced a shareholder resolution, proposed by Dutch campaigners Follow This alongside some large investment institutions, urging it develop a strategy for scenarios of declining demand for fossil fuels. This won 16% backing (including 3% abstentions).

The same resolution at Norway’s Equinor (AGM 12th May) garnered 5% support – or 22% of investors other than the Norwegian state, which holds 67% of the shares. The next most popular among a slew of other shareholder proposals was one from Greenpeace, urging strategy to be consistent with a ‘safe future’, seen as in line with the Paris Agreement climate goals: 3% (or 17%) of investors backed this. Meanwhile, 10% of shareholders opposed the remuneration report – a remarkable 51% of those other than the Norwegian state – over concerns about the link between pay and performance. CEO Anders Opedal was paid $2.2 million in 2025, around 15 times the average of the company’s Norwegian workforce. To provide a little context, Ryan Lance, chair and CEO of ConocoPhilips (AGM 12th May) – a rival with around double the turnover – was paid $23.4 million, 111 times that company’s average worker; the executive pay vote there garnered 96% backing. A shareholder proposal asking that the chair and CEO roles be separated won 28% support.

US broadcaster Liberty Media (AGM 11th May) is one among an increasing number of companies seeking to redomicile away from Delaware, the state that’s home to the majority of US companies, to a more management-friendly (and shareholder-unfriendly) state of incorporation – in its case Nevada. 23% of shareholders opposed this move, or fully 49% of those other than former chair John Malone, who wields 49% of the votes through owning the bulk of the 10-times voting rights shares in a three share class structure that includes one class that carries no votes at all. None of the three director candidates fared well either: 86 year-old Larry Romrell faced 14% (or 30% opposition), John’s son Evan Malone 13% (28%) and even CEO Derek Chang, who as an executive might usually expect more ready support, 11% (24%).

US power generator Southern Company (AGM 13th May) wasn’t seeking to redomicile but did propose refreshed incorporation statutes in Delaware. These did not prove universally popular; in particular there was 14% opposition to a move to reduce the liabilities on management where they have failed in certain ways. And two shareholder proposals garnered significant support: one calling for an independent chair 14%, and a highly unusual one raising concerns about possible over-investment in power provision for data centres, whose future demand levels are highly uncertain and indeed which may never be built (the proponents argue), nonetheless consumers and small businesses might be left paying increased bills. This won 11% backing.

Chips giant Intel (AGM 13th May) witnessed notable support for a resolution seeking better human rights due diligence (11%) and one pressing for an independent chair (12%).

Canadian engineering firm AtkinsRealis (AGM 14th May) also saw two shareholder proposals gain traction: one seeking the development of a Code of Conduct on the use of AI garnered 16% backing, while another pressing for an annual vote on environmental matters won 14% support.

Three French communications firms disappointed their minority shareholders, particularly on pay. At outdoor advertising giant JC Decaux (AGM 13th May), 11% of investors voted against the remuneration report, or 43% of those other than the founding family’s majority shareholding; 13% (or 50%) also opposed the remuneration report specifically for those senior managers who aren’t named Decaux. What’s more, 16% (61%) opposed the re-election of long-standing chair and previous executive Gerard Degonse.

Advertising agency Havas (AGM 13th May) retains a marked French accent despite its recent incorporation in the Netherlands. Again, 12% of shareholders opposed the remuneration report; here, that’s 63% of those other than the Bollore family, which holds the majority of the shares. Bollore fils, Yannick, as CEO, is the direct beneficiary of much of that remuneration, so the scale of equity awards in particular seem surprising given his family’s existing stake. The approval of the sustainability assurer faced unusual opposition: 6% (or 31%). And call centre operator Teleperformance (AGM 21st May) is still in recovery from a scandal over mistreatment of content moderators. A clean sweep of the executive team hasn’t helped investors forget, and they grouched about both the pay policy for the new CEO (16% opposing) and a plan to change the performance criteria for some existing incentives (14% against).

German defence darling Rheinmetall (AGM 12th May) was another European company disappointing investors on pay. The main spark for this appears to have been the 15% rise in base pay for long-standing CEO Armin Papperger. In addition, with all of his short-term incentives paying out at more than twice target levels, Papperger enjoyed €8.4 million total reward for the year.

There was similar disappointment over a double-digit salary rise at Canadian retail giant Loblaw (AGM 12th May). Not content with that, the company upped the payout for target performance on the long-term incentive for CEO Per Bank (no, really!) from 5.5 times salary to 6 times. Though there’s a section of the Compensation Discussion and Analysis that purports to provide a ‘rationale’ for all such decisions, it doesn’t; it simply reiterates them. Bank enjoyed a total reward of C$12.6 million. 5% of shareholders opposed the remuneration report as a result, or 14% of those other than majority shareholder the billionaire Weston family. Meanwhile, a shareholder proposal from a leading union raised concerns about property controls enjoyed by Loblaw stores, which might limit competition and so potentially in effect raise food prices; 5% of investors backed this, or 13% other than the Westons (who are unlikely themselves to worry about higher food bills).

Investors believe that troubled UK housebuilder Vistry (AGM 13th May), whose trading update on the morning of its AGM sent its share price down a further double digit amount meaning it has more than halved this year, may not have quite calibrated its pay appropriately. Both remuneration report and policy faced 37% opposition, and multiple members of the remuneration committee saw votes against of 15% and more – with committee chair Paul Whetsell faring worst at 18%. As well as concerns about a disconnect with performance, the controversy centred on a new pay structure Vistry was putting in place, which would include restricted shares, which are not subject to further performancing after award. Given recent history, clearly investors are aspiring to see positive performance.

SwissLife (AGM 7th May) failed to convince investors that proxy adviser criticisms over its board make-up were well-founded. The Swiss insurer took the unusual step of issuing a formal rebuttal to ISS’s recommendations of votes against 7 of the 11 board members, over a mix of director independence concerns and a lack of diversity. Chair Rolf Dorig, the former CEO who has served on the executive or supervisory boards for 20 years, will have faced votes against for both reasons: 16% opposed him. And the firm continues to appoint former executives to the supervisory board: Thomas Buess, who was CFO from 2009-2019 before stepping up, and Patrick Frost, CIO and then CEO until 2024, faced 15% and 20% opposition respectively. But faring worst – ironically given the concerns about board gender diversity – was Franziska Tschudi Sauber, who has not only served on the board for more than 20 years but also looks decidedly busy: 23% of shareholders opposed her re-election. The company’s sustainability reporting was also unpopular, with 16% of investors rejecting it; but most striking of all was the resounding vote against PricewaterhouseCoopers as auditor, with 33% failing to endorse their reappointment; investors clearly feel it is time for a change after more than 30 years.

For Canadian insurer Manulife Financial (AGM 14th May), though, that’s just a blink of an eye: it has enjoyed the services of Ernst & Young (and its predecessor firms) since 1905. A number of investors clearly believe that after 121 years it may be time to consider alternative providers, as 11% voted against their reappointment.

Investors are tiring of the family dominance at US carmaker Ford (AGM 14th May), whose Class B shares wield 40% of votes in perpetuity. Governance committee chair William Kennard bore the brunt of disapproval, with 19% (or 39% other than the Fords) votes against his re-election; but chair William Clay Ford fared only a little better, with 9% (19%) opposition. More remarkable was the support for two shareholder proposals: one seeking one-share one-vote won 43% (or a notable 91%) backing; another seeking disclosure that separates the votes by class oddly was less well supported but still achieved 27% (56%).

As well as the weird consumer behaviour over its new pocket watch, there’s a lot to unwind at Swatch (AGM 12th May). Though it’s having a better year, recent performance at the watchmaker has been poor, which is bringing into relief the dominance of the Hayek family, who hold 44% of the shares – and has attracted the attentions of an activist. Investors worry about pay, with opposition to four different resolutions ranging from 18% to 22% (50%-63% excluding the Hayeks), and also about the board, with 27% (76%) opposing the board discharge and 18% and 19% (50% and 54%) declining to back the re-elections of a pair of Hayek scions, Nick and Marc. Further, 34% (86%) refused to support the reappointment of PricewaterhouseCoopers as auditor; the firm has held the role for at least 34 years, and an undisclosed length of time prior. Meanwhile activist GreenWood won significant backing for some of its shareholder resolutions. First, principal Steven Wood garnered 84% support for his election to the board from bearer shareholders but was roundly defeated when the Hayeks were able to vote their registered shares. Proposals that the chair of the board (currently one Nayla Hayek) and of the remuneration committee be independent each gained 19% backing (55% and 54% respectively), and a call for there to be a maximum 20-year term for the auditor won 16% (or 44%) support.

That’s it for this fortnight. We’ll be back in two weeks’ time, on June 5th.

Do remember to subscribe to the LinkedIn newsletter so as not to miss an issue in 2026!