The 2023 UK AGM Season – Capital Related Resolutions Top the Agenda This voting season - The Investor Forum

This report was compiled to examine evidence from the 2023 AGM voting season, to provide a basis for useful and constructive discussion, and to inform stewardship and engagement activity. The report details the major issues dominating the voting patterns of institutional investors at UK companies, which for the first time since 2019 was not Remuneration but concerns about Capital Related resolutions and Director's resolutions. 

Download FTSE 350 2023 AGM Resolutions Report - The Investor Forum

Investor Forum AGM resolution tracker for the year ending 31st December 2023:

  • Between 1st January and 31st December 2023 there were 280 Annual General Meetings at FTSE 350 Companies excluding Investment Trusts. Investors were asked to vote on over 5,700 Resolutions, of which:
    • 273 Resolutions received over 10% votes against.
    • 98 received between 20-50% votes against. 
    • 8 received more than 50% votes against 
  • There were more votes against Capital Related resolutions (134) and Directors (124) than Remuneration (95). 
  • Less than 20% of the FTSE 350 companies ex Investment Trusts received a contested vote with 20%+ votes against.
  • 106 resolutions received over 20% votes against (<2% of the resolutions filed):
    • Digging a little deeper, Capital Related issues most commonly received a 20% + vote against (36 occasions), closely followed by Remuneration (35 occasions) while 20%+ votes against Directors occurred on 27 occasions.
    • Although Remuneration was the most contested issue in 4 of the 7 previous years, it saw the lowest number of incidents since 2019 (35 occasions).
    • The number of contentious Director Votes declined in 2023 (27 votes from 17 companies), which is the fewest number of 20%+ votes against in the past 7 years.

Overall, the 2023 AGM season was relatively uncontroversial but it was notable how much attention shareholders paid to Capital related issues, which displaced Remuneration as the most contentious issue. 

About The Investor Forum

The Investor Forum was established in 2014, as not-for-profit, practitioner-led membership organisation, by institutional investors in UK Equities. The Forum has consistently identified long-term sustainable value creation as the ultimate purpose of stewardship and the one goal that can unite the investment chain.

At the Investor Forum, we are focused on enhancing dialogue, facilitating collaboration and knowledge-sharing between boards and investors, and encouraging good corporate governance.  Our ultimate goal is to bridge the gap between companies and investors and enable them to create sustainable long-term value for all stakeholders.

Published 16 November, 2023