2025 Proxy Season Review: Spain

The 2025 proxy season for Spain’s Ibex-35 companies saw continued evolution in AGM formats, board composition, shareholder participation, and remuneration practices. The review analyzes trends in attendance, voting outcomes, board diversity, executive pay, and proxy advisor influence.

AGM Attendance & Participation

• Hybrid AGMs (in-person + online) remain the dominant format, with a slight uptick in virtual-only meetings (3 companies in 2025 vs. 1 in 2024).
• Average AGM participation increased to 75% (from 73.3% in 2024), driven by higher stakes held by strategic shareholders.
• Free float investors still hold the majority of voting rights (~60%), but their participation in AGMs has slightly declined since 2023.

Board Elections

• Board structure remains one-tiered, with executive, independent, and affiliated directors.
• Executive and independent director nominees received high approval (97.6% and 97.8% average support, respectively).
• Affiliated directors faced the most opposition, though dissent has decreased compared to previous years.
• Proxy advisors (ISS and Glass Lewis) increased their negative recommendations, especially ISS.

Post-AGM Board Composition

• Boards continue to be majority independent, though the proportion of independent directors dropped slightly.
• Affiliated directors’ presence increased by ~6% over last year.
• Board size remains stable, with most boards having 10–15 members.
• Gender diversity: 42.4% of board members are women, meeting the 40% legal threshold for the second year. However, women remain underrepresented in executive roles (1.98%).

Remuneration

• Remuneration-related resolutions remain the most contentious.
• Annual Remuneration Reports saw increased support (89.4% average votes for), but significant dissent persists among free float shareholders (average support 73.6%).
• Remuneration Policies faced growing opposition, with only 56.9% support from free float shareholders.
• Long-term incentive plans (LTIPs) were the least controversial, with 96.5% approval.
• ESG metrics are now included in executive variable pay by 94% of issuers, mainly in annual bonuses.

Proxy Advisors

• ISS issued a record number of negative recommendations in 2025, especially on board and remuneration items, reflecting a stricter stance than Glass Lewis.
• Glass Lewis maintained a steady level of negative recommendations, mainly targeting early calls of EGMs and, newly, board discharge resolutions.

The 2025 proxy season in Spain reflects a maturing governance landscape, with increased shareholder engagement, evolving board diversity, and heightened scrutiny on executive pay. Proxy advisors’ influence continues to shape outcomes, particularly on contentious issues like remuneration and board independence.