Most Significant Votes (w/e 24th October 2025)

By Paul Lee

It’s a great pleasure to welcome you back to Most Significant Votes! For the first time this voting season – and the very first time at our new home – we bring you the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable. This is the start of the Southern Hemisphere voting season and we’ll consider votes from there, as well as the smaller number of Northern Hemisphere companies holding meetings at this time.

We’ll start in Australia, where the voting season opened with a remarkable bang, with a major rebellion on a climate vote. Power utility company AGL Energy (AGM 3rd October) put its Climate Transition Action Plan up for approval – a so-called ‘Say on Climate’ vote – and a painful 41% of shareholders refused to give it their backing (including 14% who abstained). The analysis of the ever-thoughtful Australasian Centre for Corporate Responsibility (ACCR) gives a pretty clear indication of why. While ACCR welcomed the introduction of a Scope 3 emissions target and plans to accelerate the development of battery storage, they pointed to the lack of a clear roadmap and targets to leading the energy transition; in particular, an absence of plans for a buildout of renewables to replace retiring coal generation and plans to cut emissions from gas supply. ACCR also said it opposed executive pay (arguing there are poor links to climate transition metrics), but won less than 2% backing from shareholders for this stance.

Energy infrastructure firm APA Group (AGM 22nd October) also put forward a Say on Climate resolution. There, 22% of investors declined to back the board’s Climate Transition Plan (13% of them abstaining). As notable were the results on shareholder resolutions brought forward by campaigner Market Forces. Both were targeting the company’s construction of new pipelines that would facilitate the development of what is called unconventional gas – gas released through the fracking of shale rock – in the Beetaloo Basin in Australia’s Northern Territory. The first shareholder resolution directly highlighted an apparent discrepancy between APA’s assertions on climate change and facilitating shale gas development. This won 19% backing (including 4% who abstained). The second resolution was also clearly concerned about climate impacts, but its immediate focus was on the health, safety and heritage impacts of the companies actually developing the Beetaloo Basin (Tamboran Resources and Beetaloo Energy) – this garnered 10% support.

Miner South32 (AGM 23rd October) also saw stern opposition to its own Say on Climate vote, with 21% of shareholders declining to back its Climate Change Action Plan (including 12% abstentions). But this turned out to be a much smaller controversy than that over pay, with 33% opposition to its remuneration report vote, and 17% voting against share awards to outgoing CEO Graham Kerr. Given that Kerr is leaving the company next year (proposed awards to his successor were waved through by investors with very little opposition), shareholders are clearly puzzled by the A$4.4 million in long-term awards to Kerr based on the company’s performance over the next 4 years, in addition to A$2.4 million in short-term incentives. Kerr also enjoys an 8% salary hike for his last year. The remuneration report vote is big enough that the company risks a vote to remove the whole board next year (a 'board spill' vote in Aussie jargon) if there is again a vote against pay from more than 25% of investors.

Anne Loveridge, a new director at Australia’s stock exchange firm ASX (AGM 23rd October), was welcomed with a 17% vote against. This appears to be in part because she is busy, with three other board commitments, but predominantly because she is a long-time partner at PricewaterhouseCoopers, the company’s auditor.

Though it is legally an Irish company, health tech firm Medtronic (AGM 16th October) is listed in the US and is governed like a US business. The chair of its nominations and governance committee, Craig Arnold, faced a 13% vote against his reappointment, likely because of the poor gender diversity on the board with only 2 of the 12 directors being women. PricewaterhouseCoopers has served as the company’s auditor for some 62 years; it’s clear that some 10% of investors think that this is beyond long enough.

Otherwise in the US, the other vote of interest so far in October was a shareholder resolution. Consumer goods giant Procter & Gamble (AGM 14th October) faced a proposal seeking a better approach to plastic packaging. This garnered 15% support. But looking back a little further, independent shareholders at US logistics giant Fedex (AGM 29th September) clearly have a range of concerns, not least the ongoing role of the Smith family, which retains a holding of at least 7.5%. In the year of the death of founder Frederick Smith, COO Richard Smith was proposed to join the board; 10% of shareholders, or 11% of those other than the family, opposed Smith’s election – though this may have been a more general concern about having more than one executive director on a US company board. More striking were the opposition to the vote on executive pay, with 37% of investors (41% of the non-Smiths) voting against, and the support for a shareholder resolution requiring that the board be chaired by an independent director – 43% (or 47%). While CEO Rajesh Subramaniam was paid almost $13 million, more than 250 times the median worker, who received around $50,000 (including $8000 in employer health benefits), it’s likely that investors were more concerned by the ongoing large retention payments to tech lead Sriram Krishnasamy, amounting to at least $4 million over the last few years in addition to his regular pay, which failed to retain him as he left during the year – taking with him a further cash payment of $3 million.

At a similar time, UK defence company Babcock International (AGM 25th September) also received a bruising on pay, with 33% of investors opposing the company’s new remuneration policy, and 34% voting against a new performance share plan. While both resolutions passed, the board announced that it would not implement the new policy for 2026 awards – restricting the bonus opportunity to 150% of salary (rather than the intended 180%) and the long-term scheme award to 250% for the CEO, with no ‘TSR kicker’ being applied in 2026. This ‘kicker’ would have allowed annual long-term awards to reach 5 times the CEO’s salary, if certain total shareholder return measures were met. The company undertook to have further dialogue with investors on pay issues.

And finally, a notable result that probably means rather less than it appears. A colossal 66% of investors refused to back the remuneration report at UK gaming firm Rank Group (AGM 15th October), 65% of them abstaining. But given their scale, these votes in abstention can only have come from major shareholder Guoco, a Singapore entity that is part of the Hong Leong group. Guoco, with its 60% shareholding, is represented on the board but not on the remuneration committee. The vast majority of traditional institutional investors must therefore have supported the resolution, and it is not clear what Guoco’s concerns about remuneration are based on, nor why it chose this route to express them.

That’s it for this fortnight. We’ll be back with Most Significant Votes in two weeks’ time, on November 7th.

Do remember to subscribe so as not to miss an issue!