ASX listing rule 10.14 requires shareholder approval when issuing equity to directors under an employee share scheme.

Investors generally expect the CEO’s equity to be put to shareholder vote even if not required to (e.g. when shares are purchased on market). This is considered a “matter of good governance”, although no one has ever explain to us or anyone else a cogent reason why this is so, given directors are elected to provide “good governance”. This year ACSI extended proxy adviser reach when it amended its corporate governance guidelines to require CEO equity grants for foreign ASX listed companies (see HERE).

This year we have once more analysed voting outcomes for CEO equity grants across ASX200 companies, expanding the time series from 2020 to 2025.

Our findings include:

• A rebound in voting support occurred in 2025, following 2 years of declining support. Average voting support rose to (93.4% in 2025 compared to 91.9% in 2024).
• Median and 75^th percentile outcomes remain stable in 6 years of data.
• The 25^th percentile outcome fell from 90.0% to 87.6% between 2023 and 2024, but increased again to 91.2% in 2025.

Figure 1 presents the distribution of voting outcomes for CEO equity grants in the ASX200 in the past 6 years.

Figure 1: Percentage of votes in favour of CEO equity grants in the ASX200.

Our sample consists of companies in the ASX 200 as at the start of each calendar year. Voting data was sourced from Diligent Market Intelligence and public AGM results disclosures. Votes are attributed to the calendar year in which the resolution is put to vote.

In our prior analysis (See HERE), we predicted that shareholders were becoming more vocal expressing their dissent. However, adding 2025’s data to the time series presents a partial rebound. This aligns with voting outcomes for ASX 300 remuneration reports over the same period where a similar swing was observed.

A similar trend is observed when considering the number of companies receiving a “protest” vote against their equity grant (10% or more adverse vote).

Table 1: Proportion of outcomes with 10% or more against CEO Equity Grant

Table 1 highlights the rise in support in 2025 compared to the 2 years prior. In 2025, 21% of companies’ equity grant resolutions received an outcome of at least 10% against compared to 28% in the year prior.

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