Preparing for the 2026 AGM Season: What Boards Need to Know

Earlier this month, I had the pleasure of joining the London Stock Exchange's Spark Insights platform for a panel discussion on preparing for the upcoming AGM season. Alongside colleagues from Hill Dickinson, Alliance Advisors, and Burson Buchanan, we covered everything from proxy voting guidelines to the operational pitfalls that trip up even the most experienced governance teams. Here, I want to share some of the themes I focused on and why I think they matter for listed companies right now.

The 2025 Season Sets the Scene for 2026

As I noted during the webinar, the trends from last year's AGM season are, in many respects, the predictions for this one. Remuneration remained a central flashpoint, with resolutions attracting 20% or more votes against frequently concerning directors' remuneration reports, remuneration policies, and related director re-elections. This demonstrates continued and intensifying investor scrutiny in these areas, and there is no sign of it abating. We also saw a meaningful uptick — around 5 to 10% on 2024 figures — in FTSE 350 companies taking advantage of the additional flexibility introduced by the 2022 pre-emption group guidelines.

Proxy Guidelines: What Has and Hasn't Changed

One of the questions I was asked to address was whether the 2026 proxy advisory guidelines represent significant change. The honest answer is: the direction of travel is consistent, even if some of the specifics have shifted. Across the main agencies, there is a convergence around board accountability, diversity reporting, disclosure expectations, and heightened scrutiny of climate, AI, and cyber risk oversight.

On diversity, Glass Lewis continues to recommend votes against nomination committee chairs where FTSE 350 boards have not met the 40% gender diversity target, while others tie their expectations to FCA listing requirements and Parker Review frameworks. On climate and ESG, TCFD-aligned disclosures remain a clear expectation from Glass Lewis, and Pensions UK has firm climate transition plan requirements.

Perhaps most notably for 2026, AI, cybersecurity, and technology governance risks have become a major focus. ISS is emphasising board oversight of technology and cyber risk, Glass Lewis is outlining expectations for AI oversight transparency — including board education — and Pensions UK references external best practice frameworks in its guidelines. The broader shift I described during the session is one from passive compliance monitoring towards active, evidence-based oversight of systemic risks.

Diversity Reporting: Telling the Full Story

When asked about diversity reporting approaches that genuinely move institutional investors beyond tick-box compliance, I highlighted two things: pipeline transparency and accountability.

The FRC's most recent review of corporate governance reporting shows that forward-looking explanations — how progress will be monitored in the year ahead — are genuinely welcomed. However, if your reporting only covers current board composition without showing representation at other career stages, progression rates, or attrition by demographic, it can read as quota-filling rather than meaningful commitment.

There is also what I called the "say-do gap" to address. Investors are increasingly adept at identifying discrepancies between sustainability commitments and actual delivery. What builds credibility is named board-level ownership, clear diversity KPIs with remuneration linkage, and honest year-on-year commentary — including, where relevant, an acknowledgement that progress has stalled. Investors can and do welcome honest reporting, even when the news is not entirely positive. The FCA noted encouraging progress this year but called out a general lack of reporting on the outcomes of initiatives. Ensuring your reporting tells the full story, and is forward-looking as well as retrospective, is not just good practice — it is increasingly expected.

Remuneration in Focus

On remuneration, the Investment Association confirmed this year that it is not revising its principles of remuneration following the significant overhaul in 2024. That overhaul was designed to keep the UK attractive as a listing venue by prioritising flexibility and shareholder engagement. The IA's letter to REMCO chairs this year expressed broad satisfaction with how the updated framework is being embraced, focusing on improving implementation rather than introducing new policy.

For proxy voting guidelines specifically, ISS has updated its remuneration expectations to reflect changes to UK regulatory frameworks, including the removal of change-of-control rules and leaver pay disclosures. Glass Lewis has introduced a new proprietary pay-for-performance model, while Pensions UK expects linkage between executive pay and workforce outcomes and broader fairness considerations. Boards and remuneration committees should ensure all of these are firmly on their radar.

Getting the Operational Basics Right

I was also asked about the operational mistakes that most commonly undermine AGMs. Some of the most damaging are also the most avoidable. Quorum logistics, notice period compliance — that 21-day requirement is non-negotiable — and insufficient proxy processing time are basic but critical. In the final weeks before the meeting, confirm your registrar's hard deadline for proxy processing, verify your notice periods against the actual meeting date, and check your quorum thresholds.

Technology is another area where preparation pays dividends. Broken audio, shareholders unable to submit questions online, and vote counts that fail to sync are not just frustrating — they create legal exposure and genuine reputational damage. Run a full technical rehearsal and have a contingency plan ready if the virtual element fails mid-meeting.

Finally, do not underestimate the post-meeting process. RIS announcements should be made promptly, minutes managed properly, and any resolution that attracts significant dissent — whether it reaches that 20% threshold or comes close — should be followed up with your shareholder base without delay.

It was a pleasure to contribute to such a timely and wide-ranging discussion. The full recording is available on demand via the London Stock Exchange's Spark Insights platform for anyone who would like to revisit the session.

Do reach out to Charlotte to find out more about our Corporate Secretarial Services.