Guerdon Associates analyses voting outcomes against ASX 300 company remuneration reports every year. In 2023 the number of strikes in the ASX 300 surged to 41, up from 20 in 2022. Strikes in 2024 were slightly lower at 37 and outcomes on equity grants followed suit with shareholders having more comfort expressing their dissent in the past 2 years (see HERE).

At our recent annual Remuneration & Governance Forum, Glass Lewis provided a review of remuneration report voting outcomes, aligned with our findings. These were:

• The number of strikes decreased in 2025 to 33 (including foreign incorporated companies).
• The average vote against among those that received a strike increased to 47% from 42% in the year prior.
• The proportion of repeated strikes increased. Thirty-nine percent of strikes were repeat strikes (2024: 33%).
• Support for conditional board spill resolutions remained minimal (average vote for of 4.3%).
• Voting outcomes above 25% against director re-election increased in 2025 to 26 from 17. High against votes were correlated with strikes. See our in-depth review of director election voting HERE.

Insight into the triggers of shareholder dissent was provided. This included:

• Excessive pay increases, short-termism in remuneration structures, mega-grants/ad-hoc awards, and limited equity exposure.
• A disconnect between pay and performance, resulting from unchallenging long-term financial targets and inadequate remuneration consequences.

Summary of Findings

We previously predicted that we may be at the start of a new trend in remuneration report voting. This year’s analysis refines our hypothesis: shareholders are becoming more vocal and comfortable opposing remuneration they disagree with.

• Thirty-one strikes were observed in the ASX 300 in 2025 (33 if including foreign incorporated companies).
• The median vote against remuneration reports has fallen sharply to 2.9% in 2025 from 4.3% in 2024. This is comparable to levels seen prior to the 2023 surge with a median of 3.4% and 3.1% observed in 2022 and 2021 respectively.
• The average voting outcome against however, remains high at 10.3% in 2025, slightly down from 11.2% in 2024.
• Information Technology, Industrials and Materials GICS sectors tied for most strikes this year with 5 each.
• Companies in the bottom half of the sample on 1-year total shareholder return observed 22 strikes while only 9 strikes were observed in the top half.

The sample for each year of data was ASX 300 constituents as at calendar year end. Foreign incorporated companies were excluded from analysis due to differing disclosure and regulatory requirements. Voting outcomes data was sourced from Diligent Market Intelligence and financial data was sourced from LSEG Data & Analytics.

Longitudinal Analysis

Thirty-one companies faced a strike in 2025, the 3^rd highest strike count in our 12-year sample. Whilst we may be returning to pre-2023 strikes levels, we are not there yet.

Figure 1: Yearly strikes against remuneration report

The average vote against remuneration report fell slightly in 2025 (10.3%) compared to 2024 (11.2%). A steeper decline in median against votes was observed at 2.9% in 2025, down from 4.3% in both 2024 and 2023. The median vote against the remuneration report has been below 3% only 4 times in the past 12 years.

Figure 2: Yearly average and median vote against remuneration report

The median vote against outcome was the 4^th lowest in the sample while the count of strikes was the 3^rd highest.

Trends by Sector

All sectors except Information Technology and Energy observed the same or less strikes in 2025 compared to 2024.

Figure 3: Number of companies with a strike by GICS sector and year

Strikes in Health Care dropped to 4 in 2025 (6 in 2024) while retaining the highest median votes against of 9.5%. The prevalence of strikes was greatest in Information Technology and Energy sectors with 25% of companies in these sectors receiving a strike. The Industrials sector, while having the tied highest number of strikes, had a median vote against that was lower than the overall sample of 2.7%. The best performing sector was Consumer Discretionary with a median vote against of 1.4%.

Figure 4: Median vote against by GICS sector and year

 

Other Factors impacting Remuneration Outcomes

The 1-year total shareholder return (TSR) in the financial year preceding the remuneration report vote was examined as an indicator for voting outcomes. Companies in the bottom fifth received a significantly higher median vote against of 9.1% compared to 2.5% for other companies. Ranking by TSR, 13 of 31 (42%) strikes were observed in the bottom 20% of companies and 22 of 31 (71%) were observed in the bottom 50% of companies.

Figure 5: Median vote against remuneration report by relative TSR performance

Approximately half of the sample had growth in net profit after tax (NPAT) in 2025. The median vote against for these companies was 2.4%, while companies with a negative NPAT growth had a median vote of 4.4% against.

Companies with a negative return on equity (ROE) had a median vote against of 13.3% whereas companies with a positive ROE observed a median vote against of 2.5%.

Methodology

Voting outcomes on say-on-pay resolutions at AGMs held by ASX 300 companies in each year were analysed over 12 years.

The sample in each year is ASX 300 constituents as at the end of each calendar year after the December rebalance. Companies incorporated outside Australia were omitted from analyses due to difference in reporting and voting requirements. Companies that did not hold a vote on remuneration were omitted.

Voting outcomes were sourced from Diligent Market Intelligence. Voting data relates to the calendar year in which voting results were announced. Company information and financial data was sourced from LSEG Data & Analytics. Financial data relates to disclosures made in annual reports as at the date of the AGM. Total shareholder return is calculated over a 1-year period aligning with the financial year preceding the AGM for each company.

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