2025 Proxy Season Review: Italy

The 2025 proxy season for Italian FTSE MIB-listed companies reflected evolving governance practices, increased shareholder engagement, and cautious adoption of new regulatory frameworks. Below are the key highlights:

Meeting Attendance & Quorum

• Shift Toward In-Person AGMs: 13 of 33 issuers held open-door meetings, up from 6 in 2024, signaling a move toward transparency and direct shareholder interaction.
• Stable Quorum: Overall AGM turnout reached 72.5%, driven by strategic shareholders. Free-float participation remained steady at 55.6%.

Board Elections

• Competitive Slate Dynamics: Assogestioni’s slates gained support (~26%), while major shareholder slates declined (~63%). Alternative slates rose to ~7%.
• Free-Float Rebalancing: Institutional investors showed renewed support for Assogestioni (~55%) and increased scrutiny of controlling shareholder slates.

Post-AGM Board Composition

• Strong Independence: Independent directors held 67.7% of board seats. Lead Independent Directors were appointed at 42.9% of companies.
• Gender Diversity: Women held 44.7% of board seats, maintaining compliance with Italy’s two-fifths rule. However, female leadership roles declined slightly.

Remuneration

• High Approval, Rising Scrutiny: Remuneration Policy and Report received ~88% overall support, but free-float support dropped to 71% and 75%, respectively.
• Proxy Advisor Influence: ISS and Glass Lewis backed 61% of policies but only 48% of reports, citing concerns over severance, pay-performance alignment, and disclosure quality.

Board-Sponsored Slates & Capital Markets Law

• Low Adoption in 2025: Despite new legal provisions allowing board-sponsored slates, no FTSE MIB issuer used the mechanism due to regulatory uncertainty and reputational concerns.
• 2026 Outlook: With Consob finalizing implementation rules, selective adoption may emerge among widely held companies that meet procedural thresholds and engage early with shareholders.