Most Significant Votes: BP, Woodside Energy, RBC, BMO, CIBC, TD Bank, UBS, BNY Mellon, Mercedes-Benz, Lennar, Sonoco, Humana

Welcome back to Most Significant Votes! We launch today our run for the Northern Hemisphere voting season, as always identifying the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable.

Things will be a little different this voting season, with many fewer shareholder proposals reaching the ballot in the US. A new approach from the Securities and Exchange Commission permits companies to omit many resolutions that have been put forward. The majority of the shareholder resolutions that are on ballots and are likely to win notable support consider more traditional governance topics, particularly calls for the appointment of independent chairs and that 10% of investors should be able to requisition a shareholder meeting.

While there will still be a few resolutions taken to vote on environmental and social issues, there will simply not be the breadth of topics that we've seen in the US in recent years. Of course, this blog will still cover the big stories.

Key votes this fortnight

BP (AGM 23rd April): New chair Albert Manifold faced a remarkable 20% vote against his election (including 2% abstentions) — a notable snub at a chair's first AGM. BP had refused to put a climate-related shareholder resolution on the agenda; a separate shareholder proposal urging more care over capex into fossil fuel expansion garnered 27% support. A company proposal to unwind two former shareholder-supported resolutions on climate disclosures was opposed by 58% of shareholders. Proposed changes to the company's constitution that would have enabled virtual-only AGMs failed to reach even a simple majority.
Woodside Energy (AGM 23rd April): The Australian oil and gas rival's meeting was temporarily disrupted by climate protests. The remuneration report faced 19% opposition, and the award of incentive shares to the CEO no less than 35% votes against — investors concerned that pay structures encourage overinvestment in the face of climate constraints.
Royal Bank of Canada (AGM 9th April): Most popular among 11 shareholder resolutions was a call for appropriate oversight of AI, with 25% support. A proposal calling for more work to avoid forced and child labour in loan and investment portfolios won 23% backing. Two environmental resolutions also gained significant support.
Bank of Montreal (AGM 15th April): AI and advisory vote shareholder proposals garnered significant support (22% and 15% respectively). KPMG, proposed again as auditor after 36 years in the role, faced 8% opposition.
CIBC (AGM 16th April): Ernst & Young has been the bank's auditor since 2002; 10% of shareholders voted against its reappointment. The shareholder proposal seeking advisory votes on environmental matters received 22% backing (including 5% abstentions).
Toronto-Dominion Bank (AGM 16th April): Resolutions on AI and seeking an advisory vote garnered 22% and 20% support respectively. A call to work harder against child and forced labour received 21% backing.
UBS (AGM 15th April): Ernst & Young faced a 15% vote against — the Swiss bank's auditor for 28 years. Chair Colm Kelleher faced a 12% vote against, almost certainly due to diversity concerns. The remuneration report received 12% opposition, with 11% against the pay policy and 10% against aggregate variable pay.
Bank of New York Mellon (AGM 14th April): CEO Robin Vince was paid $83.5 million — more than 1,000 times the $82,000 paid to the bank's median employee. On a "compensation actually paid" measure, the figure rises to $118 million. Fully 45% of shareholders declined to back the vote on executive pay.
Mercedes-Benz (AGM 16th April): Squeezed by new competitors, the German carmaker saw 10% oppose the remuneration report and 11% the remuneration policy. CEO Ola Kallenius received €8.8 million in 2025, down from €12.5 million. A vote to permit virtual meetings was opposed by 20%.
Lennar (AGM 8th April): Investors fed up with differential voting rights that give chair and CEO Stuart Miller 42% of all votes: 37% (69% of those other than Miller) supported abolition of the dual class structure. Miller himself faced 14% (26%) opposition to his election.
Sonoco Products (AGM 15th April): A call for greater transparency on political spending won 44% backing from shareholders.
Humana (AGM 17th April): A resolution seeking constraints on pay for departing executives garnered 42% support.

That's it for this fortnight. We'll be back in two weeks' time, on May 8th.

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