Director elections and re-elections are an opportunity for investors to vote on governance failures, particularly those related to areas of remuneration, accountability, and investor confidence. Guerdon Associates have done a deep dive into the past 5 years of director election votes in the ASX 300 to uncover emerging trends. We analysed the yearly median director election:

• ‘For’ vote percentages;
• Incidences of low (<90%) director election ‘For’ votes in each year; and
• Major proxy advisor ‘Against’ recommendations.

The results are surprising.

Shareholder dissent has been on the rise in recent years, especially for ‘say on pay’ votes (see HERE). While in recent years shareholders have shown their grievances with remuneration practices by voting against remuneration reports at an increasing rate, the trend for director election votes is not so aligned.

Director election ‘For’ vote statistics

Director election ‘For’ vote percentages over the last five years highlight important trends in shareholder approval of directors. The median ‘For’ vote percentage started in 2021 at 98.9%, its highest of the 5 years. This median dropped steadily to the lowest point in 2023 at 97.5%. It then reversed, ending in 2025 at 98.3%, approximately 0.5 percentage points below the 2021 peak.

Figure 1: Median Director Election ‘For’ Vote

So what, you might ask? The ‘For’ voting is high in any event at each year. Yes it is, but historically it has always been at the top end. Therefore, the reduction from 2021 to 2023 (the covid years) does provide some insight.

Director Election Low Vote Count

A director election ‘low’ vote is one where a director receives less than 90% of ‘For’ votes.

In the last two years, the number of director election low votes has been decreasing. The trend over all 5 years aligns with that of the median ‘For’ vote results. There were only 59 ‘low’ votes in 2021, increasing to 120 in 2023, and moving back down to 85 in 2025, but still being a higher count of ‘low’ votes than in 2021.

Figure 2: Director Election ‘Low’ (<90%) Votes

The number of “super low” votes (<75% for) has, however, generally been trending up since 2021, and has peaked in 2025.

Director Election Proxy Advisor ‘Against’ Recommendations

Proxy advisors like Glass Lewis and Institutional Shareholder Services (ISS) have a significant influence on shareholder voting outcomes based on their voting recommendations.

The percentage of director elections in which Glass Lewis recommend a vote ‘Against’ the director in question has remained about the same over 5 years.

ISS’¹ recommendations against director elections, however, have increased significantly in the last 5 years. ISS and Glass Lewis both start off with low ‘against’ vote recommendations in 2021 at 5% and 6%, respectively. In 2022, ISS begins a trend of increasingly recommending against directors at significantly higher rates than Glass Lewis does for the remaining 4 years.

Figure 3: Director election proxy adviser ‘Against’ recommendation percentage

We also examined relevant individual cases of directors repeatedly receiving recommendations against their election/re-election by Glass Lewis and ISS. These were cases where the same director had been recommended against in 3 or more elections, across different companies and/or different years. The findings showed the most common reasons for recurrent ‘Against’ recommendations were:

• Overboarding;
• Lack of board diversity; and
• Board independence concerns.

1 – The data source provides actual Glass Lewis recommendations and a synthetic ISS vote recommendation in the absence of actual data. The latter is estimated on the basis of the ISS guidelines and reports.

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