We have undertaken a review of the FTSE 350 companies whose AGMs were held last year. Our analysis highlights how companies approached meeting formats, shareholder engagement and capital authorities during the 2025 season, as well as developments in climate-related resolutions and contested votes. Based on these findings, we also set out our predictions for the 2026 AGM season.
Key trends
In line with our previous predictions, a steadily increasing proportion of companies (62% of FTSE 350 companies in 2025) are taking advantage of the additional flexibility set out by the 2022 Pre-Emption Group guidelines (compared to 55% between January and November 2024):
- 46% of FTSE 350 companies adopted the 10% + 10% thresholds for disapplication of pre-emption rights and authority for related follow-on offers; and
- an additional 16% adopted the 10% + 10% thresholds only, but did not seek authority for related follow-on offers.
Despite over half of FTSE 350 companies now electing to utilise the additional flexibility granted by the 2022 guidelines, 38% did not adopt the additional flexibility in any form, although this represents an improvement from 2024 levels.
Eight climate-related resolutions were tabled during the 2025 AGM season, including at Rio Tinto plc, Aviva plc and Shell plc. These resolutions related to the approval of (i) Climate Transition Plans; (ii) a Net Zero Transition Report; (iii) climate-related disclosures; and (iv) future climate strategy and ESG commitments. Seven of these resolutions were approved by shareholders and only Shell plc's shareholder requestioned resolution on climate-related disclosures was rejected with 79% votes against.
Most companies (77%) invited shareholders to submit questions in advance of the AGM (by email, post, website and/or the relevant online platform). Many AGM notices explained that this approach would allow directors to provide responses ahead of time or answer as many questions as possible during the meeting itself.
A significant 83% of FTSE 350 companies opted for an entirely physical AGM without any form of electronic engagement. Hybrid meetings were the next most common format (13%) (including digitally-enabled AGMs held under "studio conditions", where meetings are held at a physical place but shareholders are strongly encouraged to attend remotely (2%)), followed by virtual AGMs (2%). Limited participation in virtual meetings and unnecessary costs associated with low demand for remote participation were cited as key reasons for maintaining physical meetings.
Fully virtual meetings were held by only four companies: Clarkson plc, Aston Martin Lagonda Global Holdings plc, Haleon plc and Bakkavor plc. These companies cited maximising shareholder engagement, providing convenient access and reducing environmental impact as key reasons for adopting a virtual format. It remains to be seen whether anticipated legislative clarification to the Companies Act 2006 in 2026 will reduce the legal ambiguity surrounding fully virtual meetings.
Resolutions receiving 20% or more votes against most frequently concerned directors' remuneration reports, remuneration policies and director re-elections, indicating continued investor scrutiny in these areas.
Only two companies — Phoenix Group Holdings plc and The Weir Group plc — proposed resolutions to amend their articles to allow for the holding of hybrid or virtual AGMs, suggesting that most companies wishing to adopt this flexibility have already updated their constitutional documents.
Predictions
We anticipate that resolutions on directors' remuneration reports, remuneration policies and re-election will continue to be the most contested types of resolutions (with 20% or more votes against) in 2026.
We expect to see an increased number of requisitioned resolutions as shareholder activism continues to rise. Whilst the trend would suggest that most of these resolutions are unsuccessful, companies will need to ensure that they understand the processes and tactics to best defend these resolutions.
We expect to see a continued steady increase in the number of FTSE 350 companies choosing to adopt the 10% + 10% thresholds for disapplication of pre-emption rights, as permitted by the 2022 Pre-Emption Group guidelines.
We foresee physical AGMs remaining the most prevalent type of AGM amongst FTSE 350 companies in 2026, with head offices continuing to be the most preferred hosting venue. Hybrid AGMs are likely to remain the second most common format.
Whilst over the last few years a number of companies have updated their articles to permit hybrid meetings, we expect that companies will need to revisit their articles to check whether they permit fully virtual meetings to allow them to take advantage of the proposed changes to the Companies Act 2006 to remove any legal ambiguity around the validity of virtual meetings.
Why White & Case?
White & Case's UK Corporate Actions and Governance (CAG) team advises UK public companies on their day-to-day legal affairs. The team engages with listed companies outside transaction cycles, providing advice across a range of matters, with particular expertise in corporate governance and corporate advisory.
We are experienced in company secretarial matters and regularly support legal, governance and non-legal functions within PLCs. Our clients range from newly listed companies to mature global FTSE 350 companies.
The CAG team forms part of White & Case's global network offering public company advisory services, including specialist practice teams in the US, Germany, Italy and France.
Jordan Webb (White & Case, Trainee Solicitor, London) contributed to the development of this publication.
White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.
This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
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