The 2027 AGM season starts now
Dutch listed companies entered the 2026 AGM season against a backdrop of changing stewardship practices - the approach and policies through which investors exercise responsible stewardship - and a more fragmented voting landscape. On the surface, outcomes across the AEX and AMX were comparatively stable: shareholder dissent declined, and only one resolution was rejected across both indices.
Meanwhile, the underlying proxy voting and governance environment is becoming more complex: proxy advisors are changing how they provide research and recommendations, institutional investors are increasingly tailoring their engagement strategy, and Dutch corporate law is evolving governance provisions such as legislation for holding virtual meetings. Together, these developments require management boards, supervisory boards and investor relations teams to consider how best to prepare for 2027 shareholder meetings in order to align with evolving investor expectations and maintain shareholder support.
Key trends from the 2026 AGM Season
The 2026 Georgeson European AGM Season Review analysed the 37 Dutch-incorporated companies across the AEX and AMX. 14 companies had at least one resolution receiving more than 10 percent opposition, while the total number of contested resolutions declined from 31 in 2025 to 24 in 2026. This continued the downward trend from 38 contested resolutions in 2024.
The decline in dissent should not be interpreted as reduced investor scrutiny. Opposition was concentrated in specific areas. Remuneration was the most frequently contested resolution category receiving more than 10 percent opposition, followed by share issuance. In contrast, opposition to director elections declined compared with 2025.
The season also illustrated how operational issues can affect the outcome of a meeting. At Fugro, an authority to limit or exclude pre-emption rights was reported as receiving 61 percent support, below the required two-thirds threshold when the quorum is below 50 percent. The company subsequently reported that ‘the required shareholder support was in fact available, but that the proposal was voted down as a significant number of votes were registered incorrectly due to an external error’. For Dutch issuers, the case underlines the importance of vote reconciliation, timely monitoring and clear contingency planning.
Remuneration policy thresholds
A particularly significant development was Wolters Kluwer’s proposal to amend its articles of association so that the Executive Board remuneration policy could be adopted by a simple majority of votes cast, rather than the statutory default of at least 75 percent. The proposal highlighted an ongoing debate over the balance between shareholder oversight and board flexibility.
Dutch law expressly permits companies to deviate from the 75 percent default threshold through their articles of association, and 14 of the 30 AEX constituents already had a simple-majority requirement for remuneration policy approval. However, Wolters Kluwer was the first long-standing AEX index constituent, without a controlling shareholder, to seek to change the status quo with an article amendment (as opposed to the other companies which had entered the AEX with the 50 percent threshold already set in their articles). Additionally, it should be noted that the Netherlands is an outlier, with virtually all other EU member states applying only a simple majority to approve remuneration policies.
The resolution nevertheless attracted significant scrutiny from proxy advisors and institutional investors, with concerns centred on the perceived reduction in shareholder oversight and the dilution of a governance mechanism intended to ensure remuneration policies receive broad shareholder support. Both ISS and Glass Lewis recommended voting against the amendment, and Eumedion issued an alert outlining governance concerns associated with the proposal.
While the proposal secured shareholder approval, 45.8 percent of votes were cast against it. The outcome suggests that this will continue to be a contentious issue with institutional investor and even following detailed explanation an investor engagement significant opposition can be expected.
Fully virtual?
Following approval by the House of Representatives and the Senate, the Wet digitale algemene vergadering privaatrechtelijke rechtspersonen (Dutch Act on Digital General Meetings of Private Legal Entities) will enter into force on 1 January 2027. The legislation provides a framework for physical, hybrid and virtual-only general meetings. Digital participants must be identifiable, be able to exercise their voting rights directly, and be able to observe and participate in the meeting in real time through a two-way audiovisual connection.
For Dutch listed companies, an important distinction remains between annual and extraordinary meetings. While a virtual-only EGM may be possible where the articles of association permit it and specify the circumstances in which the format can be used, AGMs will generally continue to be held in physical or hybrid form in line with the law which requires a physical shareholder meeting when annual accounts are adopted. A fully virtual AGM remains reserved for exceptional force majeure situations that threaten business continuity or participant safety.
This development was visible in 2026. At the AkzoNobel EGM, shareholders approved amendments to support the use of virtual shareholder meetings, enabling shareholders to attend, follow proceedings and vote electronically through an online platform.
Any proposal to amend a company’s articles should explain the intended use of the authority, the circumstances in which a virtual-only EGM may be convened and the safeguards that will protect effective participation. Companies should engage shareholders before tabling the amendment, rather than relying solely on legal compliance to secure support.
Increasingly complex
Proxy advisors continue to play an important role for many institutional investors and can significantly influence how governance and remuneration proposals are evaluated. However, the market is becoming increasingly fragmented, with proxy advisors expanding customised offerings, investors developing their own voting frameworks and new technologies reshaping stewardship practices. As a result, issuers can no longer assume that a single recommendation provider or voting policy will determine how shareholders approach a proposal.
Glass Lewis has announced that it intends to retire its Benchmark Policy from September 2027 and replace it with four research perspectives: Business Fundamentals, Foundational Governance, Global Stewardship and Sustainability focused. Glass Lewis said the model is designed to reflect different investor priorities rather than provide one standard perspective through its current benchmark policy. ISS has also expanded investor-directed services, including customised research and governance data without vote recommendations and research reports with recommendations tailored to investors’ investment goals.
In addition, some investors have indicated that they are reassessing their reliance on traditional proxy advisors. In January 2026, J.P. Morgan Asset Management announced that it would stop using ISS and Glass Lewis and instead implement its own AI‑driven voting system. This move highlights a broader trend toward bespoke internal tools, greater control over voting rationales and increased use of data and automation within stewardship processes.
Pass-through voting (where the ultimate investor can determine how votes are cast at shareholder meetings, rather than the asset manager doing so on their behalf) is also giving certain underlying investors greater influence over how shares are voted, while stewardship responsibilities may be divided across investment teams or mandates. In practice, two investors using the same research provider may reach different conclusions on the same resolution, and even one institution may not apply a uniform voting approach across all holdings.
Dutch companies also operate within a market where Eumedion plays a prominent role in highlighting potentially controversial agenda items. Its alerts are not vote recommendations, but they provide additional information to participating institutional investors. Between 1 July 2025 and 30 June 2026, eight Euronext Amsterdam-listed companies received at least one Eumedion alert. There were 13 alerts in total, compared with nine in 2025, and remuneration-related resolutions accounted for the largest share.
The Dutch 2026 data shows that proxy advisor opposition not widespread. ISS issued 17 negative recommendations across the AEX and AMX, down from 20 in 2025, while Glass Lewis issued 11, down from 13. Nine companies received at least one negative ISS recommendation and seven received at least one negative Glass Lewis recommendation.
From AGM preparation to shareholder intelligence
The route from investor expectations to AGM outcomes is becoming increasingly complex. While benchmark proxy advisor policies remain influential, they are now complemented by customised voting frameworks, investor association guidance, AI-enabled research tools and decentralised voting decision-making. At the same time, regulatory developments are expanding the range of options available to issuers, particularly regarding meeting formats, while preserving the AGM’s role as mechanism for shareholder accountability.
For Dutch listed companies, this reinforces the importance of ongoing investor engagement rather than engagement concentrated around the AGM season. Companies with a clear understanding of their shareholder base, investors’ voting approaches and emerging governance expectations will be better positioned to identify potential concerns early, focus board engagement efforts effectively and minimise the risk of unexpected voting outcomes.
Essay by Daniele Vitale and Ivana Cvjetkovic from Georgeson. Published in Management Scope 09 2026.