Most Significant Votes: ANZ, NAB, Westpac, Dyno Nobel, Atlassian, Microsoft, Palo Alto Networks, African Rainbow Minerals, Anglo American

Welcome back to Most Significant Votes! For the last time this season — and for the final time in 2025 — we identify the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable. This is the Southern Hemisphere voting season and we consider votes from there, as well as the smaller number of Northern Hemisphere companies holding meetings at this time.

Key votes this fortnight

ANZ (AGM 18th December): Having faced trading and bond rigging scandals requiring a A$240 million penalty deal in September, the bank ousted CEO Shayne Elliott in May and last month cancelled A$30 million incentives for him and other executives (Elliott is now suing to recover his A$13.5 million share). Investors clearly didn't think the bank went far enough: 33% refused to back the remuneration report — enough to trigger a board spill resolution, though that won only 2% backing. Two deforestation resolutions received 23% and 12% support; a third on customer climate transition plans received 21%.
National Australia Bank (AGM 12th December): Market Forces withdrew its resolution on transition plans after NAB published its Climate Report. The bank still faced two deforestation resolutions: disclosure won 16% support, while ending financing of deforestation won 11%.
Westpac (AGM 11th December): The Market Forces call for more disclosure on customer climate transition plans gained 14% support. The major shock was non-executive director Peter Nash facing 40% opposition to his re-election, linked to his board membership at ASX (whose botched technology transition destroyed shareholder value) and his history at KPMG, Westpac's auditor.
Dyno Nobel (AGM 17th December): The explosives business put a 'say on climate' resolution to shareholders seeking endorsement for its climate transition progress — 19% declined to back it (22% excluding major shareholder Janchor Partners).
Atlassian (AGM 2nd December): Founders Mike Cannon-Brookes and Scott Farquhar control 85% of votes through 10-times voting rights B shares. The headline votes against governance directors (5% and 4%) look more like 46% and 33% excluding the founders' block. Most striking were two pay votes: the renewed 2015 Share Incentive Plan was opposed by 10% of shareholders — or 87% other than the founders — and the Employee Share Purchase Plan by 7% (64%). Dilution under these schemes could amount to more than 60% of current outstanding A shares.
Microsoft (AGM 5th December): Six shareholder resolutions faced investors. Two from conservative thinktanks on content moderation failed to gain even 1%. More successful were a call for greater oversight of AI training data (14%) and limits on AI supporting fossil fuel exploration (10%). Two resolutions on human rights issues each won 28% support: one on siting datacentres in regions of human rights concern, and one on human rights due diligence on products and services.
Palo Alto Networks (AGM 9th December): A remarkable 94% of shareholders backed a resolution calling for annual elections to the board — despite company opposition. The 22% vote against lead independent director John Donovan was almost certainly for the same reason. Pay was also a major issue, with 54% opposition to the executive pay resolution. CEO Nikesh Arora was paid 442 times the $226,000 median salary — just shy of $100 million; on a "compensation actually paid" measure including option awards, $267 million.
African Rainbow Minerals (AGM 5th December): Outside shareholders focused on the independence of the audit and risk committee, particularly long-serving directors. Committee chair Tom Boardman (a director since 2011) faced 24% opposition (51% excluding executive chair Patrice Motsepe's 44% shareholding). Frank Abbott (21-year veteran) and Anton Botha (16 years) also faced 24–26% opposition. Pay was also unpopular, with 18% (39%) against the remuneration report.
Anglo American (EGM 9th December): The merger with Canada's Teck Resources was comfortably passed, but a day before the meeting Anglo was obliged to drop a resolution that would have amended pre-existing pay awards to ensure a minimum level was received on completing the merger. Investors have a strong distaste for rewards for deal-making, and the last-minute withdrawal strongly suggests the resolution would not have passed.

That's it for this fortnight, and indeed for 2025 and for this run of the blog. We'll be back with Most Significant Votes in April for the Northern Hemisphere voting season. In the meantime, seasons greetings to all our readers.

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