2025 Proxy Season Review: Germany

Our analysis of the 2025 proxy season for DAX-listed companies highlights evolving governance practices, investor expectations, and regulatory developments. This review excludes Sartorius, Porsche AG, and SE vote results due to limited free float voting rights.

Virtual Meetings

Many companies renewed two-year authorizations for virtual-only shareholder meetings. Despite increased negative recommendations from proxy advisors (ISS and BVI), free float support remained steady at nearly 79%. Key factors influencing support included:

• Commitment to hold at least one physical meeting
• Limited impact of German institutional investors
• Historical meeting formats
• Communication efforts had minimal effect on proxy advisor positions

Shareholder Participation

Average free float participation slightly declined but remained above 60%. While fluctuations have occurred over the past three years, it’s too early to determine a long-term trend.

Board Elections & Discharge Resolutions

Support for supervisory board elections rebounded significantly in 2025, driven by companies with higher free float and fewer voting disparities. Persistent investor concerns included:

• Overboarding
• Board and committee independence
• Gender diversity
• Long election terms

Discharge resolutions faced opposition due to unequal voting rights, transparency issues, and lack of audit committee chair independence.

Remuneration

Remuneration policies remained contentious, reflecting ongoing structural concerns in German market practices:

• Cash payouts and discretionary elements
• Executive pensions exceeding 30% of base salary
• Limited vesting periods and high payout caps

Remuneration reports showed improved transparency, especially around non-financial performance metrics. However, systemic issues continued to impact support. ESG metrics inclusion remains important, particularly for European investors, though not yet a decisive factor for global opposition.

Looking Ahead

• U.S. Regulatory Shifts: Reduced transparency in investor voting may complicate board engagement. Proactive communication will be key.
• AI Oversight: While not yet affecting votes, investor expectations are rising. Boards should prepare to disclose governance structures around AI risk.
• ESG & DEI Metrics: Removal of these metrics should be carefully justified, especially if it affects in-flight awards.
• Virtual Meetings: Continued responsiveness to investor concerns will be expected, even as authorizations are renewed.