2025 AGM season for listed entities

Friday, 13 February 2026

Timothy Stutt (Partner and Head of ESG, Australia) and Charlotte Haling (Solicitor)
Herbert Smith Freehills Kramer
    Current

    The lookback and lookahead 

    Compared to the past two years, the 2025 annual general meeting (AGM) season saw continued uptick in shareholder activism related to climate and nature matters, including a resurgent number of shareholder-requisitioned resolutions. Protest votes against remuneration and, in some cases, individual directors, was another notable theme.

    Below we detail some of the specific trends observed across 2025, covering ESG issues, AI, remuneration and financial performance, shareholder activism, and the approaches taken in responding to shareholder questions.


    ESG issues still a key area of focus

    Questions relating to climate, nature and other ESG topics continued to dominate a significant proportion of discussion at AGMs in 2025, underscoring continued stakeholder interest in how companies respond to non-financial risk matters.

    Many of the questions related to company progress against goals and targets, climate disclosure, adequacy of climate transition plans, and scrutiny on ‘Paris-alignment’ claims. 

    There were also questions on the impact of company’s projects on climate and nature, an emerging trend that we have continued to see over the past couple of years. In 2025, this expanded to include a number of requisitioned resolutions on nature-related topics, including at Australia’s two largest supermarket chains.

    There were more ‘Say on Climate’ votes in 2025 than in 2024, reflecting the 3-year cycle coming due for the larger “late” cohort of early adopters of the voluntary climate policy votes. It is possible that with the introduction of Australia’s mandatory climate reporting regime, companies will be less inclined to hold a ‘Say on Climate’ vote in future given the climate-related disclosures will be tabled for discussion at AGMs.

    We also saw a significant number of questions relating to American government policies (e.g. the “Trump factor”) and their impacts for companies and markets, as well as across ESG areas such as diversity and inclusion. In general, most responses reiterated a strong commitment to gender balance, prioritising skills and “diversity of thought”, and ensuring a broad range of experience at board level.

    Growing interest (and some concern) about AI

    Shareholders have shown significant interest in AI, focusing on areas such as the Board’s understanding and training on the company’s use of AI, data privacy, energy consumption in data centres, workforce retraining and AI bias.

    Frequent AGM attendee, Stephen Mayne, asked variations of the following questions at a number of AGMs over the season:

    How many full-time equivalent staff do we currently have and is this likely to fall over the coming 12 months with the rapid roll out of AI?

    Which parts of our business and operations are the most prospective for AI productivity gains and how energetically are we embracing those opportunities?”

    Company auditors were also questioned by shareholders on how they incorporate AI into their audit processes.

    1.1  Remuneration and financial performance

    Executive remuneration remained a key area of focus, particularly where there was a perceived misalignment between outcomes and company performance, with a number of questions on these topics asked at AGMs in 2025.

    The Australian Shareholders Association (ASA) attended plenty of AGMs again and, at one large engineering company’s AGM, stated they were voting against the Remuneration Report and grant of deferred equity rights to the CEO on the basis that an increase in director bonuses and grants to the CEO were unjustified in times where “share price has declined, total shareholder value has declined, [and] dividends remain unchanged”.

    On the numbers, there were fewer companies that received strikes against their Remuneration Report in 2025, however a number of them were significant “against” votes. For some this reflected concerns on pay structures or “protest” votes on governance. However, for others it reflected sheer economic conditions and market performance. As has been the case in prior years, companies that had strong financial performance in FY25 received markedly less scrutiny.

    1.2  Shareholder activism bouncing back

    As compared to 2023 and 2024, the 2025 AGM season saw an increased number of shareholder-requisitioned resolutions at large listed entities.

    Relatively new activist group, Sustainable Investment Exchange (SIX), continued to cement itself on the Australian shareholder landscape by requisitioning a range of resolutions related to climate and nature at Australia’s main banks and supermarkets. However, other groups were similarly active as well.

    Three of the four big banks received shareholder requisitioned resolutions regarding deforestation exposures related to their provision of finance to the agriculture sector and/or Customer Transition Plans and climate commitments.

    The two largest supermarket chains, as noted above, received requisitions concerning the nature-related impacts of farmed seafood and their seafood sourcing policies, with one of them receiving an additional set of resolutions seeking the inclusion of beef in their No Deforestation commitment and changes to their Pulp, Paper and Timber Policy.

    In the energy infrastructure sector, there were requisitions seeking company reports on new projects, probing alignment with climate commitments, and due diligence on development partners’ compliance with its health, safety, environment, and heritage standards.

    As with past years, all of the substantive resolutions requisitioned were unsuccessful given the inability of the requisitioning groups to meet thresholds for amending the companies’ constitutions.

    Activist activity was also not confined to the business of the meetings either, with protestor groups attending outside (and occasionally inside) a number of AGMs during this season. However, there were limited safety issues.

    1.3 New approaches to question time

    Companies continued to refine meeting procedures to improve efficiency without compromising shareholder engagement.

    Some AGMs are increasingly being tightly managed from a procedure perspective, particularly where there are lengthy AGMs with repeated questions or extensive activist-driven questions on climate. This included grouping questions on all items of business into one block of questions, rather than addressing them item-by-item, and new approaches to managing the flow of questions throughout the meeting by asking shareholders with questions to register for triaging via a questions desk.

    1.4 Predictions for 2026

    In terms of what to expect for 2026, we are anticipating the following trends:

    • Climate reigns supreme – continued pressure on climate matters is expected, driven by the significant increased level of disclosure mandated under Australia’s new climate reporting regime. In particular, the granularity of disclosures relating to reliance on offsets and the integrity of those offsets is likely to open up new lines of questioning. We also expect that the forward-looking disclosures on the anticipated financial impacts of climate-related risks and opportunities will open up new frontiers of scrutiny and challenge. Other areas on the radar are expected to be familiar from past years, such as level of ambition, progress against targets and business expansion plans.

    • Nature and biodiversity continue to rise – building on trends seen in 2025, we expect further momentum around nature‑related risks and impacts, including deforestation, biodiversity loss and water use. Although reporting fatigue has seemingly stalled momentum for frameworks such as the Taskforce on Nature-related Financial Disclosures (TNFD), shareholders are likely to continue to test how companies are integrating nature-related risks into corporate strategy, financial planning, and asset allocation. We also expect increasing questions on how companies “diligence” their nature-related risks, building on trends in 2025.

    •  AI – while questions around AI and technology tended to be high‑level and focused on opportunities as business impacts become more apparent, we expect more pointed questions on workforce implications in 2026. We also anticipate increased scrutiny of the links between AI use and emissions and water impacts, which has been a growing area of interest for the past couple of years.

    • Geopolitical and supply chain risk – ongoing geopolitical uncertainty is expected to be a feature of the landscape again in 2026, with our prediction being that this will translate into questions around supply chain resilience, exposure to overseas markets, sanctions risk and contingency planning, particularly for companies with concentrated jurisdictional exposures.

    • AGM format considerations – we expect a continued mix of AGM formats in 2026, with a modest increase in the number of physical AGMs at the largest ASX listed entities (reflecting the shorter meeting times, administrative simplicity and lower costs for companies taking that approach). A significant number of companies will continue to persevere with hybrid AGMs overall however, given investor preferences. Fully virtual meetings will continue to remain a small minority.

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