Navigating 2025 AGM trends and the path to 2026

The 2025 AGM season has been a transition period for the UK’s growth markets. 

As the 2023 QCA Corporate Governance Code begins to apply to financial years starting on or after 1 April 2024, the shift from “passive” to “active” oversight by institutional shareholders in AIM and AQUIS companies may be becoming more pronounced.

The 2025 AGM landscape

While “revolt” is a strong word, the data suggests a significant tightening of shareholder expectations.

In the 2025 AGM seasons, we observed two primary areas of friction:

1. The Remuneration “Stress Test”

Under prior practice on AIM, many growth companies treated the Remuneration Report as a disclosure‑only item and did not table an advisory vote at the AGM.

In 2025, we saw pockets of elevated “Against” votes on pay resolutions where they were put to shareholders – signalling a sharper focus on pay‑for‑performance alignment and target‑setting. We should only expect this trend to continue in 2026, as a greater number of AIM and AQUIS companies put their approach to remuneration to shareholders, in line with revised QCA Code recommendations, which will come into force for many AIM and AQUIS companies for the first time in the 2026 reporting season.

While each case differs, the voting patterns point to concerns around pay–performance alignment, the clarity / rigour of targets, and overall disclosure quality, rather than any single metric; instead, investors appear to be scrutinising micro‑cap frameworks more like mid‑caps, and registering dissent when explanations or structures feel lighter than mainstream expectations.

Where companies provided clearer rationale, robust target disclosure and stronger performance linkage, pay votes generally passed with minimal opposition; where investors may have perceived weaker linkage or thinner disclosure, opposition rose markedly. Companies are therefore encouraged to take proactive steps to engage with their shareholders both to understand any concerns they may have around executive pay, as well as their disclosure expectations.

2. Share Authorities

The 2022 PEG guidelines – allowing for 10% for general corporate purposes plus 10% for acquisitions – have proven to be a double-edged sword for some.

While providing flexibility, 2025 saw a number of “Against” votes for companies that sought these authorities without providing a clear “Expected Use of Proceeds” statement, highlighting a sensitivity to dilution in a high-cost-of-capital environment. This reinforces the importance of proactive shareholder engagement and disclosure.

Why we think the climate is changing

 The dissent seen in 2025 is not random; it is driven by three specific structural shifts:

• Principle 9 of the QCA Code: The new requirement for a remuneration policy that “supports the company’s purpose and strategy” is encouraging boards to move away from generic templates and toward greater disclosure. We expect this trend to significantly accelerate in 2026 as the Code now recommends a ‘say on pay’ vote for those companies that apply the Code.

• Proxy Agency Granularity: ISS and Glass Lewis have updated their voting policies, some of which have the potential for impact on AIM and AQUIS quoted companies. For larger AIM companies, we should expect boards to face renewed pressure around board diversity, with both ISS and Glass Lewis taking articulated positions in 2026 against company boards that do not include at least one gender diverse director.

• The Rise of Targeted Activism: Although specific evidence from AIM and AQUIS stocks is limited, global trends show a marked increase in investor interventions targeting board composition, stewardship, and strategic alignment. We may see this increasingly replicated across small-cap companies as investors appear to be taking increasingly developed positions towards governance.

Preparing for 2026

The 2026 season will be the first where the majority of AIM and AQUIS firms must “comply or explain” against the 2023 QCA Code. The most significant hurdle is the expectation of:

• An annual advisory vote on the Remuneration Report.

• A periodic advisory vote on the Remuneration Policy. We expect this to settle into a three-year cycle. The QCA Code encourages larger companies to consider a best practice binding-style vote on Remuneration Policy.

To avoid falling into the “20% Dissent” category – which now carries an explicit recommendation under the Code to publish a website statement and a summary of shareholder engagement – boards must take three steps:

• Narrative Governance: Treat the Annual Report as a marketing document for your governance, explaining why your structure suits your specific growth stage. We encourage boards to ensure that they are comfortable that they have oversight of how the revised QCA Code provisions are either being complied with, or that departures from the recommendations are being adequately explained.  At One Advisory, we support boards with this work.

• Audit for Alignment: Ensure that your “Corporate Purpose” (a new recommendation in the 2023 Code) is reflected in your KPIs.

• Early Engagement: Boards should engage with key shareholders as early as possibly to socialise any “non-standard” resolutions (including share authorities where any sensitivity may be anticipated) and to engage on remuneration, particularly where this will be the first AGM at which remuneration-related resolutions are being put to shareholders. Boards are also encouraged to be familiar with proxy voting recommendations for this year, as this can have a material impact on institutional votes.

To discuss how we can provide tailored support – such as easing the workload associated with AGM preparation or developing QCA Code–aligned disclosures – please reach out to us at co-sec@oneadvisory.london.