Overall, 2023 has been a more vigorous season, with investors exerting themseleves to vote against remuneration reports more frequently than in 2022.

The extent of unhappiness is significant. Third quartile 2023 against votes of 15% is more than double the third quartile against votes of 7% in 2022.

The themes arising from the season have been predominately related to performance targets, actual performance (including reputation) and incentive payments. Positive discretion was a minor theme.

The change in sentiment is consistent with vote outcomes during other cyclical transitions, notably post the GFC in 2010 through to 2012.

High pay increases and outcomes were not a dominant theme, although present.

However, the higher no votes have not translated readily into more strikes, despite media reports suggesting a notable increase this year. While the near 100% increase to 11 strikes  makes for an impressive headline, this refers to Annual General Meetings (AGMs) held in calendar year 2023, taking both FY22 and FY23 results into the sample.

If we focus solely on the AGMs for the most recent financial year, the reported rise in strikes appears less pronounced, especially when we compare it to the strikes in the same period last year. Yet the against votes of 15% or more are significantly higher.

Table 1: Number of Strikes in FY 2022 and 2023

 

To date, 73 ASX100 companies have held their FY23 AGM. Utilising Proxy Insight voting data, it was observed that so far 9 companies among ASX100 have received a strike in its FY23 remuneration report compared to the 7 from last financial year.

Remuneration Chair Re-election and Equity Grant Resolution

Table 2: Voting Outcome on Re-election and Equity Grant in FY23

 

Among the 17 companies that attracted over 15% votes against the remuneration report this year, 9 remuneration committee chairs stood for re-election. Not unexpectedly, all the remuneration committee chairs were re-elected, with only one receiving over 15%, but no majority (>50%), votes against their re-election.

Examining the voting results for equity grants, 15 companies had an equity grant resolution voted on in this year’s AGM. Among them, six received over 15%, but no majority adverse votes on equity grants for the CEO. This outcome aligns with the adverse vote on the remuneration committee chair.

This indicates remuneration policy and incentive structure continue to be areas of concern for shareholders, but not quite to the point where they are prepared to enforce significant change.

Does No-Vote Contagion exist?

An issue that caught our attention is that we observe instances of no-vote contagion through interlocking directorships. Among companies with high adverse votes this year, several shared one or more than one director within their boards.

There are three cases where companies with interlocking Board Chairs or directors sitting on both Remuneration committees received strikes in the most recent financial year. We have also found companies with adverse results having more than one interlocking director. Various governance agencies consider this in their scoring algorithms used by investors to avoid greenwashing claims.

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