Welcome to the 2024 European Proxy Review

Companies face a dynamic corporate governance landscape, increasingly responsive to shareholder concerns and regulatory shifts. 

2024 was a big year for our business, as we became Sodali & Co. A change that represents our dedication and unwavering commitment to excellence for our clients, supporting them to adapt and thrive in an increasingly volatile, uncertain, complex, and ambiguous world.

Today, we offer a comprehensive range of stakeholder engagement services which encompass shareholder services, corporate governance, ESG advisory, and strategic communications, making us the most integrated advisory firm in this sector.

We continue to monitor shifts in shareholder priorities and voting patterns enable us to equip clients with the latest intelligence for meetings. 

Our proxy solicitation and governance teams in the UK, Italy, Ireland, Germany, Switzerland, Spain, Portugal and France leverage insights from over 500 annual shareholder meetings and thousands of investor interactions globally, ensuring our clients receive top-tier advice that mitigates voting risks and aligns with their strategic objectives.

The 2024 European proxy season illuminated a variety of themes that showcase investors’ voting behaviors and stakeholder expectations. Central to the discourse are principles such as transparency, accountability, and sustainability, with the core underpinning of corporate governance.

The format of general meetings varied across markets. While some markets have a strong preference for physical (France, Switzerland) or hybrid meetings (e.g., UK, Spain), others prefer behind-closed-door (Italy) and virtual-only (Germany) meetings by companies. The ongoing debate about the best way to engage with shareholders while protecting shareholder rights means this area will continue to evolve.

In 2024, investors focused on director elections and remuneration - closely analyzing board composition, succession planning, and accountability when assessing director elections. On average, over 95% of support was received for director elections across the analyzed markets. Remuneration reports across Europe saw a decline in opposition, with markets averaging over 90% support.

Despite these results, free float support remains a point of interest for Boards in relevant markets, given that free float support for resolutions can differ significantly from the overall outcome. Proactive engagement and interaction with stakeholders have again proven to be invaluable tools for Boards in 2024.

Sustainability continues to be a central theme across markets. With ever-increasing reporting requirements comes accountability and a focus on actions planned and taken. Switzerland endured its first AGM season, during which sustainability / non-financial reports were put up for approval. Results showed above 90% average free float support for Swiss companies. We observed a consecutive reduction in the number of Say on Climate proposals proposed by companies in 2024. These proposals are analyzed by proxy advisors and investors with different and more detailed approaches, with external assurance and audits presenting as key elements for stakeholders when analyzing these disclosures.

We hope you find this 2024 analysis useful for your 2025 AGM planning. Please don’t hesitate to contact me or my European colleagues for further assistance.