Voting report highlights turbulent AGM season

The annual voting season occurs mostly between March and May, allowing shareholders to vote on a wide range of company policies, from the routine reappointment of directors, to more complex or controversial resolutions about climate, executive remuneration or diversity.

This year, Robeco voted at 4,486 annual general meetings (AGMs) on 52,797 agenda items, and voted against the company’s management on at least one issue 59% of the time, Robeco’s 2025 Proxy Voting Season Overview reports.

“The 2025 AGM season unfolded against the backdrop of extraordinary economic and political developments,” says Head of Voting Michiel van Esch. “In earlier seasons, opposing shareholder expectations on topics like climate change and diversity policies already became apparent.”

“This year, companies continued to find themselves navigating a polarized and unpredictable landscape, while shareholders globally noted the tone of stewardship is evolving. One of the major differences to the previous proxy season was the new US administration’s stance on key issues such as climate policy, diversity initiatives, and international trade.

“Consequently, throughout the 2025 AGM season, companies had to navigate an economic context in which a tariff war unfolded, and US companies had to rethink some of their policies on various topics.”

Van Esch says the new tone means the stewardship ecosystem has started to change, with institutional investors more cautious about their voting and filing activities. Aside from Trump, this also follows changes by the US Securities and Exchange Commission (SEC) over appeals to shareholder resolutions and enhanced reporting requirements which has seen some investor actions struck down.

“This shift led institutional investors to reassess their stewardship strategies,” Van Esch says. “Amid this turbulent and dynamic environment, Robeco is staying the course when it comes to encouraging good governance and sustainable corporate practices.”

“We remain convinced this improves the risk-return profile of our investments and contributes to long-term shareholder value creation. We use our engagement and voting rights to strengthen corporates’ awareness and approaches toward responsible business conduct.”

As fewer US shareholder resolutions reached the ballot, Robeco voted on 395 US companies’ shareholder resolutions this season, compared to 545 in the first six months of 2024. Issues that have been rolled back have been led by sustainability resolutions, particularly those that aimed to speed up net zero or climate action.

Proposals related to artificial intelligence did however receive relatively high levels of support compared to other environmental and social-related shareholder proposals, underlining that investors see an increasing need for additional risk management with AI’s rapid development.

For the G in ESG, corporate governance emerged as the dominant theme of the season. “Proposals mainly protecting shareholder rights, increasing board accountability and establishing fair voting procedures are generally perceived as less politically sensitive and more universally align with shareholder interests,” Van Esch says.

“The increase in governance proposals might not only be due to their status as a ‘safe and conventional’ topic. Rather, it may also have been driven by an escalating debate over the relationship between management and shareholders’ expectations.”

“This is a debate increasingly dominated by shareholders on the far ends of the ESG spectrum rather than the larger mainstream majority. In this context, governance has become both a neutral ground and a battleground for competing visions of corporate responsibility.”

As always, the thorny issue of executive pay reared its head, particularly in the UK, where a cap on bankers’ bonuses was abolished. Attempts to improve governance remains high on the agenda in South Korea and Japan, where shareholder rights and capital allocation remain problematic.

“As in previous years, we supported the majority of environmental and social-related proposals depending on their quality, materiality and merit,” Van Esch says. “We also continued our practice of holding board members to account in cases where we believed companies were not sufficiently addressing key sustainability risks and lagging their peers in taking risk-mitigating action.”

“Looking ahead, we anticipate further shifts in the regulatory landscape, continued debate over ESG priorities, and new challenges posed by emerging technologies like AI. Exercising our stewardship responsibilities through proxy voting will continue to be an integral part of Robeco’s approach to sustainability investing.”