Shareholder revolts against boardroom pay have become a spring ritual in Europe. The 2025 proxy season was no exception, though this year the scale of opposition was striking.
Georgeson, a corporate-governance advisory firm, has combed through the results of annual general meetings (AGMs) across nine European markets, and its findings suggest that investors are growing more combative.
The proportion of votes cast against companies’ binding remuneration policies (the frameworks that set out how bosses’ pay packets will be structured in future) rose from 30.7% in 2024 to 37.9% this year. Reports detailing how pay was implemented in the past year also drew more fire, with nearly a third (31.1%) of such resolutions contested, up from 29.9% in the previous season. Georgeson defines “contested” as instances where at least a tenth of shareholders vote against management.
Shareholders unhappy with executive compensation
At the heart of these rebellions is executive compensation. For years, firms have defended generous packages on the grounds that they are needed to attract and retain scarce talent. Shareholders, by contrast, increasingly view them as excessive, misaligned with performance or tone-deaf in an era of heightened scrutiny of inequality.
“Investors appear increasingly willing to challenge executive pay through a more confrontational and disruptive approach,” says Cas Sydorowitz, Georgeson’s boss. By rejecting remuneration policies, shareholders are not merely expressing irritation with last year’s bonuses; they are attempting to reshape long-term incentive schemes for the years ahead.
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The intensity of opposition varies by country. Swiss firms faced the fiercest backlash on pay reports, with more than half (52.6%) of them contested. Spanish companies topped the league for opposition to remuneration policies, with 56.3% facing significant shareholder dissent.
At the other end of the spectrum, Irish and British firms enjoyed the smoothest ride, registering the lowest levels of discontent on both counts. This may reflect cultural differences in governance, the composition of the shareholder base, or the sophistication of investor engagement in each market.
Share issuance also a problem for investors
Executive pay was not the only source of contention. Proposals to authorise new share issuance also encountered more resistance. Across Europe, the proportion of contested share-issuance resolutions climbed from 13.4% in 2024 to 18.9% in 2025. These votes are no sideshow: companies in most jurisdictions require shareholder approval before they can tap equity markets for fresh capital. Investors, wary of dilution and sometimes sceptical of firms’ capital-allocation discipline, are growing more assertive. Only in Britain did opposition slightly decline; in Switzerland there were no contested votes at all.
The shift poses several challenges for boards. First, it underscores the declining effectiveness of glossy remuneration reports designed to reassure. Narrative justifications are proving less persuasive when incentive outcomes appear out of kilter with shareholder returns. Second, it complicates the task of designing long-term pay structures. Investors are less tolerant of schemes that hinge on opaque performance metrics or that seem too readily to deliver windfalls in volatile markets. Third, the greater scrutiny of share-issuance authorities suggests a more sceptical stance on dilution, particularly where companies have chequered records of capital allocation.
For investors, the growing appetite for dissent reflects broader structural shifts. The rise of large asset managers has given shareholders both the voting clout and the governance teams to scrutinise resolutions in detail. ESG (environmental, social and governance) pressures, meanwhile, have reinforced the case for holding boards to account. And with European markets awash with regulatory reform, investors may feel emboldened to flex their muscles in ways they did not a decade ago.
How boards respond will matter. Some may retreat, offering minimalist pay structures and cautious capital plans in the hope of appeasing their owners. Others may double down, betting that once opposition has been registered, investors will move on. But the trend is clear: shareholder patience with executive pay is wearing thin, and their willingness to challenge management on other issues, such as dilution, is growing.
The “say-on-pay” era has matured into something more muscular: a world in which shareholders are prepared not just to grumble, but to vote against. For Europe’s boards, the 2025 AGM season is a reminder that governance is no longer a box-ticking exercise. It is a battlefield.
