AGM Season 2025 – What issuers should consider in their preparations

The start of a new year also marks the beginning of a new season of annual general meetings of shareholders of listed companies (AGM). While recent AGM seasons have been affected by the consequences of COVID-19, the revised corporate law and the voting on the sustainability reports, we expect the 2025 AGM season to take place in relatively calm waters (which is good news for issuers), subject to specific circumstances surrounding individual companies. Regardless of this, issuers should not ignore certain trends when preparing for their upcoming AGM.  

• Be prepared for motions by individual shareholders: The 2024 AGM season will be remembered for a relatively high number of shareholder motions put to vote (and approved by shareholders). It can be observed that public shareholders are increasingly willing to approve shareholder motions. While we do not expect a broader trend toward more shareholder motions (or proxy fights), the recent AGM season highlighted the importance of thorough preparation, especially when anticipating a controversial vote. This preparation by the board of directors must include, clear, well-supported communication with (key) shareholders and proxy advisors well in advance of the AGM, along with the preparation of detailed Q&A materials. Particularly in contested situations, it may be advisable to retain the services of a proxy solicitor to support the company in its efforts vis-à-vis the public. 
• Anticipate potential negative voting recommendations of proxy advisors: Most proxy advisors have already published their voting guidelines for the 2025 AGM season. While the guidelines published by ISS and Glass Lewis remain largely consistent with those from the previous years (except with respect to the election of the auditor), Ethos has made notable changes. Among others, Ethos has reduced the number of permitted external board mandates and increased the gender quota on boards from 20% to 30%. Additionally, issuers risk receiving a negative voting recommendation from Ethos on their sustainability reports if they fail to align their climate strategy with the goals of the Paris Agreement and do not implement adequate measures to reduce CO2 emissions. It is key to assess the key changes in the relevant voting guidelines to be well prepared and avoid any negative surprises in the period up to the AGM.
• Comply with gender quota (or explain measures to become compliant): Swiss corporate law requires issuers to have both genders represented on the board with at least 30%. While the related reporting obligations in the compensation report (following the "comply or explain" approach) will only take effect for the business year starting in 2026, companies should use this upcoming AGM season to address any gaps to avoid the necessity of explaining non-compliance (or the need for an extraordinary shareholders' meeting) later on. It should also be noted that proxy advisors and various influential institutional investors apply higher quota already now and have become more active to "enforce" their positions. 

Please do not hesitate to contact us in case of any questions.

Legal Note: The information contained in this Smart Insight newsletter is of general nature and does not constitute legal advice.