A fundamental reorientation of investor relations

Proxy advisors under pressure
Proxy advisors such as ISS and Glass Lewis have been perceived as the north star for voting behaviour for decades. For many Dutch companies, for years the assumption has been that getting a positive recommendation from ISS or Glass Lewis would result in a smooth shareholders’ meeting. This apparent predictability is now under further pressure.
A number of factors are impacting proxy advisor behaviour. Both US and European regulators and corporate associations have been concerned for years that the proxy advisors impose a certain point of view with an excessive focus on uniformity, that they lack transparency and that they are subject to unresolved conflicts of interest due to their service offering to investors and corporates. Recent US executive orders have significantly expanded plans for possible further regulation of the proxy advisory industry. These developments also have consequences for shareholder meetings of European companies.
Glass Lewis has announced that, starting in 2027, it will stop offering a unitary benchmark recommendation and highlight four different perspectives for each shareholder meeting. Institutional investors will therefore have to choose for themselves which perspective fits with their investment philosophy. Therefore, two investors relying on the same advisor could, going forward, take different approaches.
In addition, some institutional investors are reconsidering their reliance on proxy advisors. JP Morgan and Wells Fargo have announced that they have stopped using proxy advisors for their analysis, instead relying on their own AI-driven analysis tools.
For listed companies, whether based in the US or Europe, it is becoming increasingly difficult to navigate what criteria investors use to make voting decisions. This has far-reaching consequences when preparing for the AGM. Whereas in the past understanding the approach of ISS and Glass Lewis was a clear indicator of market sentiment, this is no longer sufficient. Companies need to understand their shareholder base better: Who are your investors? What are their perspectives? How do they use external advice? In short, these questions require direct ongoing and proactive dialogue with investors themselves, taking into account the increasing fragmentation of what used to be more clearly defined voting blocs.

Fragmentation of voting rights
The second trend is related to changes among large institutional investors. In years past engaging with your top 10 or 20 investors involved a relatively small number of stakeholders and could easily cover a significant proportion of your voting shares. However, as a result of several developments, what used to be a single vote decision from one of your large investors is now more likely to be broken up into a variety of different decision points.
First, some leading stewardship teams are being split into specialised groups with different priorities, for example, to differentiate between policies for passive index funds and actively managed funds.
Second, there is the emergence of pass-through voting: large asset managers pass on voting rights to underlying beneficial owners, the pension fund participants and individual investors whose money is being managed. A previously solid block with a uniform voting decision can now consist of hundreds of investors who may vote differently. 
Third, the possible use of AI tools by investor stewardship teams means that companies have less insight into what sources of information and advice investors are relying on to inform their vote decisions.
Overall, the predictability of voting behaviour is likely to decrease in the coming years.

The right approach to virtual meetings
The advantage of meeting virtually has been recognised and widely adopted since the Covid pandemic. There is an ongoing debate in Europe as to how these technological tools can be adapted to enhance and facilitate investor-company interactions in the context of Annual General Meetings. Supporters value the potential for increased engagement with a wider proportion of the share capital. Meanwhile, sceptics are worried about possible adverse effects on shareholder rights and dialogue with the board, particularly in contested situations.
In a number of European countries, holding virtual-only AGMs has recently become legally possible on a routine basis. In the Netherlands, for the time being, listed companies are required to hold shareholder meetings at a physical location. However, legislation enabling virtual-only meetings is in its final stages. The proposal distinguishes between different situations. In exceptional circumstances, such as a pandemic, a fully virtual meeting would become possible. In addition, companies can amend their articles of association to allow a fully virtual format for EGMs. The legislation includes safeguards such as two-way audiovisual communication and protection of voting rights.
However, the experience in other markets has shown that investors are not always confident that legal safeguards are sufficient, that they generally prefer for companies to run virtual-only AGMs only in exceptional circumstances, and that – where possible – these authorities are subjected to shareholder approval every few years. The experience in Germany bears this out, where companies that have respected the above preferences have received high levels of shareholder support for the renewal of their authorities to allow virtual-only AGMs.

Vopak as an example
For Dutch companies, Eumedion (the investor alliance), has pointed to Vopak as a good example to follow in order to set the stage for virtual-only meetings once the Dutch legislation is implemented. They pre-empted the legislation and successfully amended their articles of association with broad support from shareholders and proxy advisors.
Eumedion had encouraged Vopak to prepare a protocol for defining the conditions for convening a virtual-only AGM. The company agreed and the published protocol describes in detail how a virtual meeting would be organised. Furthermore, this protocol guarantees that fully virtual general meeting will only take place in situations where the health and safety of the shareholders and other attendees cannot be guaranteed (an exception may be made for an extraordinary meeting when the only agenda item is the appointment of a supervisory director of impeccable character). It also provides a clear link with the articles of association giving it a legal basis. Finally, it outlines that it cannot be amended without prior shareholder consultation. Vopak thus went far beyond what was strictly necessary. By providing this transparency upfront, Vopak alleviated concerns that might otherwise have led to resistance.

The lesson is clear: a company wanting to introduce fully virtual shareholder meetings would do well to offer more than what is legally required. Actively engage in dialogue with shareholders and proxy advisors before proposing amendments to the articles of association. And make specific promises about how shareholder rights will be protected.

The approach to be taken
These three developments lead to one conclusion: the traditional approach to investor relations, with a focus on a few key moments and a few major players, is becoming obsolete and is increasingly losing its relevance. What is needed is a fundamental reorientation in which shareholder engagement becomes a continuous, data-driven discipline. This starts with a thorough analysis to identify existing shareholders in as much detail as possible, including where voting authority lies and the implications it has for expected voting outcomes. It is also becoming increasingly important to maintain a proactive dialogue with shareholders throughout the year, not just in the months leading up to the annual general meeting. Companies that take a close look at their investor relations in this way will have a smoother AGM season in 2026.

Essay by Daniele Vitale and Ivana Cvjetkovic from Georgeson. Published in Management Scope 03 2026.