While fewer shareholder resolutions were tabled at company AGMs, we continued to encourage high standards of corporate governance practice, recognising individual company context and the importance of long-term value creation.
Read this article to understand:
- How we continued to encourage and promote corporate and board accountability on strategy, performance and environmental & social issues
- Why company context, investment views and engagement history are key in voting decisions
- Key trends on environmental and social shareholder resolutions
AGM voting is a critical component of our stewardship approach. When conducted thoughtfully alongside engagement, it can be a powerful tool to highlight investor interests with investee companies and enhance the investment process.
Over the last few months, our team has been immersed in the 2025 AGM season. In the first half of the year (H1), we voted at 4,063 shareholder meetings, on 48,994 resolutions, using insights from our company engagement and discussions across investment teams to inform our decisions.
With the season largely complete, we begin to draw conclusions from the way we – and other shareholders – have voted this year.
We provide our observations on the board oversight of company management and strategy, the role of corporate governance in UK equity markets, and the decline in shareholder resolutions, putting paid to a few myths along the way (see Myth busters).
These takeaways align closely with the trends we anticipated (see 2025 voting trends: Four themes to watch).1
How did we promote board accountability for strategy, performance and oversight?
Many factors can influence support for director re-elections, including strategic oversight, board composition (e.g. skills, independence and diversity) and the management of environmental and social risks. We opposed fewer directors in 2025 than in 2024, which suggests greater board favourability (see Figure 1).
Figure 1: Our opposition to director re-elections (per cent)
|
| H1 2024 | H1 2025 |
|---|---|---|
| Votes against | 23 | 20.5 |
| Abstentions | 4 | 3.4 |
Source: Aviva Investors. Data as of August 7, 2025.
Boards need to play their part in delivering strong oversight of management strategy and decisions
Overall, boards need to play their part in delivering strong oversight of management strategy and decisions, and in taking prompt action when required. A few incidents shone light on board oversight issues this season.
One example included Rentokil Initial, a UK listed company specialising in pest control. The company has been underperforming following an acquisition in 2022 of a US peer, Terminix. Following engagement, we signalled our reservations on board oversight by not supporting the re-election of the Chair. Other investors appeared to have similar concerns, with 21 per cent of votes cast against the re-election. The company has since indicated a CEO succession plan is underway, which should mitigate near-term concerns, and we intend to continue constructive engagement.
How are global trends influencing remuneration-related votes?
In our preview, we highlighted the industry efforts underway to encourage greater flexibility on corporate governance standards.2 Their aim was to support national growth objectives and promote the UK as an attractive listing destination, particularly when compared to the US.
Executive pay can be contentious, with critics often citing UK pay as being restrictive and uncompetitive versus US packages
One focus area – executive pay – can be contentious, with critics often citing UK pay as being restrictive and uncompetitive versus US packages. Shareholders seem to be providing greater support for these packages. So far this year, no new UK pay policies have been rejected.
We also supported more in H1 2025 (24 per cent of votes against) than H1 2024 (27.2 per cent against). But we only supported resolutions where pay or structure were justified. For example, in 2024, the London Stock Exchange Group, a UK-listed financial services company, received support from us and other investors for a significant increase in CEO pay. However, in 2025 it made additional changes, which significantly increased share plan payouts for the same threshold targets – akin to US practices, further increasing pay. In this instance, we believed pay and performance were misaligned, and voted against the group’s remuneration report, as did 31 per cent of shareholders.
We also observed more UK companies adopting hybrid long-term incentive plans, a popular approach in the US, which pays a mix of performance and non-performance-related share awards. We were less likely to support companies with limited US presence that proposed this, as we hold reservations on whether these structures fully promote the alignment of pay to performance.
To what extent is shareholder voting impacting UK stock market listings?
Two votes stood out. At Rio Tinto, a global mining company, a shareholder resolution called for a review of the firm’s dual-listed company structure, putting the company’s UK listing at risk. We voted against it, supporting management’s view on value, alongside 80.7 per cent of shareholders.
Company context is key in voting decisions
On the other hand, we – and 96.4 per cent of shareholders – supported the delisting of Ashtead, a machinery rental company. Despite our reservations, it was hard to justify Ashtead retaining its primary UK listing when most of its business is in the US. Both cases demonstrated how company context is key in voting decisions.
What have been the key shareholder proposal trends for this season and how did we support them?
As expected, the number of environmental and social shareholder resolutions declined again this year, including anti-ESG resolutions. Fewer resolutions were submitted on politically sensitive themes like diversity, and climate transition. Market support for shareholder resolutions also fell this year (see Figure 3).
A key influence in this decline has been the political environment, particularly in the US. But the change also reflects shifting investor strategies and evolving corporate governance practices which scrutinises the prescriptiveness of resolutions and their value-add for investors.
While we supported slightly fewer shareholder resolutions than in 2024, we have maintained greater levels of support for environmental and social ones than the wider market (see Figures 2 and 3).
Figure 2: Number of shareholder resolutions by type, 2024 versus 2025 (first six months)
| Shareholder resolution type | Number H1 2024 | Percentage of our support H1 2024 | Number H1 2025 | Percentage of our support H1 2025 |
|---|---|---|---|---|
| Environment | 160 | 63 | 99 | 59 |
| Social | 221 | 58 | 138 | 46 |
Source: Aviva Investors. Data as of July, 29 2025.
Figure 3: Market support for shareholder resolutions by type (average percentage)
|
| H1 2024 votes in favour | H1 2025 votes in favour |
|---|---|---|
| Environment | 12.33 | 12.06 |
| Social | 12.63 | 8.61 |
| Governance | 19.56 | 18.35 |
| Average | 14.84 | 13 |
Source: Aviva Investors. Data as of July 29, 2025.
What determines our support of shareholder resolutions?
We consider all resolutions on a case-by case-basis, rather than taking a uniform approach to a given issue. Key criteria we consider include the company context (i.e. the risk and management of the issue, and wider business performance), our engagement experience and our shareholder experience.
Case study: Social
An example that demonstrates this approach is the employee pay-related resolutions filed this year at three UK retail companies following impactful engagement conducted by ShareAction and the Good Work Coalition – of which we are members.
The resolutions called on the companies to improve transparency for the way they set employee pay, on the basis that effective approaches to setting minimum pay rates are fundamental to supporting recruitment, retention and productivity. The resolution implicitly encouraged the companies to adopt a Real Living Wage, a voluntary commitment that we support more generally.
None of the proposals passed, but they received significant levels of support (see Figure 4). Our nuanced approach, which considered company context, our engagement and broader shareholder experience resulted in the actions and outcomes we explain below.
Figure 4: Results of ShareAction’s resolutions on employee pay at UK retailers in 2025
| Company | Proxy adviser’s benchmark recommendation | Our vote action | Resolution results |
|---|---|---|---|
| Marks & Spencer | For | Against | 30 per cent support |
| Key decision criteria: The company already pays the Real Living Wage to direct employees and offers a range of market-leading benefits – beyond base pay – to both directly employed staff and third-party contractors. Through engagement, we also gained a better understanding of how the company manages relationships with third-party agencies. We saw opportunity to continue engagement, rather than escalating through voting action. We encouraged the company to continue improving transparency around such relationships and how pay is determined. | |||
| Company | Proxy adviser’s benchmark recommendation | Our vote action | Resolution results |
|---|---|---|---|
| JD Sports | For | For | 14 per cent support |
| Key decision criteria: The company doesn’t yet pay the Real Living Wage, lacks regional pay bandings, and offers limited transparency on wider employee pay and human capital management practices, raising potential risks. Following our engagement, we supported the resolution as a constructive step toward greater transparency and social risk management. | |||
| Company | Proxy adviser’s benchmark recommendation | Our vote action | Resolution results |
|---|---|---|---|
| Next | For | Abstain | 26 per cent support |
| Key decision criteria: The company does not yet pay the Real Living Wage. However, our engagement experience was positive, and we believe the company was receptive to our concerns. We decided to abstain, withholding full support from the company, but acknowledging its commitment to improve the transparency of its pay-setting processes. We intend to continue engagement over the coming months. | |||
Case study: Climate
Fewer climate-related shareholder resolutions were filed this year, with only one UK example – Shell, the global integrated oil and gas company. This resolution asked Shell to provide further detail on how its liquefied natural gas plans align with its 2050 net-zero emissions target.
Based on the issue of the resolution, we preferred taking an engagement-led approach, withholding support for the resolution, due to the overall quality and transparency of existing climate disclosures, our positive multi-year dialogue and the company’s commitment to improve transparency. The resolution received 20.1 per cent of votes in favour.
We were pleased to see Shell’s commitment to engage with investors over the next 12 months – reinforcing our opinion that similar outcomes could be achieved through engagement – and will signal our interests accordingly.
Myth busters
In this section, we seek to clarify potential misunderstandings of investor voting activity.
Myth 1: Investors follow their proxy advisers’ recommendations rather than taking the company’s context and rationale into account.
Buster: We regularly exercise our independent judgement. In the first half of 2025, we voted differently to our proxy adviser’s benchmark recommendations on nearly 15 per cent of resolutions – similar to 2024.
Myth 2: UK investors expect compliance with governance codes and best practices, with limited flexibility for alternative approaches.
Buster: Investors are increasingly open to well-explained departures, and we have observed improvement in company explanations, contributing to our voting decisions in support of management. For example, rationales for significant increases to executive pay used to be limited, based on short-term performance or basic benchmarking. Today, companies provide improved peer comparisons, evidence of pay compression below the top management layer, and considerations of wider employee pay rises. These improvements helped us support 73 UK pay resolutions in 2025.
Myth 3: Investor support for environmental and social voting-related activity is in decline.
Buster: Although support for some shareholder proposals has declined, we continue to act when risks are material, maintaining action on management resolutions too. At this year’s AGMs, we withheld support at 574 companies for concerns around diversity (including 176 in the US and 136 in Japan). We also voted against directors at 42 company AGMs over concerns on climate and at 67 AGMs due to inaction on nature and deforestation (see Figure 5).
Figure 5: Number of our votes against management resolutions on sustainability concerns
| Category | H1 2024 | H1 2025 |
|---|---|---|
| Climate | 43 | 42 |
| Earth | 51 | 67 |
| People | 877 | 602 |
Source: Aviva Investors. Data as of July 31, 2025.
