2025 Proxy Season Review: Spain

The 2025 proxy season for Spanish companies listed on the Ibex-35 index reflected a steady evolution in shareholder engagement, board composition, and meeting formats. The review covers 33 issuers, excluding ArcelorMittal and Ferrovial due to their foreign incorporation.

Meeting Attendance & Quorum

• Hybrid Format Dominates: Most Ibex-35 companies continued to favor hybrid AGMs, allowing both in-person and online participation. Virtual-only meetings saw a slight uptick, with three issuers opting for this format—up from one in 2024.
• In-Person Meetings Rare: Only one company held a traditional in-person-only AGM, consistent with last year.
• Global Context: Spain aligns with markets like the UK, Italy, and Portugal, where virtual-only AGMs remain uncommon. In contrast, the U.S. and Canada predominantly use electronic-only formats.
• Participation Trends: AGM participation rose slightly to 75.0% in 2025 (vs. 73.3% in 2024), driven by increased voting from strategic shareholders.
• Free Float Engagement: Participation from free float investors declined for the third consecutive year, dropping to 55.7% in 2025.

Board Elections

Spain’s one-tier board structure includes insider executives, external independent directors, and external affiliated directors. Shareholders vote on each nominee individually for up to four-year terms.

• Executive Directors: Representing 14.3% of board elections, these nominees received strong support (97.6% average approval), with minimal dissent.
• Affiliated Directors: The most contested category (29.9% of elections), though dissent decreased to 4.96% in 2025 (from 6.7% in 2024). Concerns centered on board independence and committee performance.
• Independent Directors: The most supported group (55.78% of elections), with average approval at 97.8%. Dissent was rare and typically linked to board composition issues.