Australian Agendas: Shareholders Gear Up for Peak AGM Season Showdowns

7 October 2025

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By Daniel Kehoe

Australia’s AGM peak season is imminent, with shareholders filing an array of resolutions seeking to challenge some of the country’s largest listed companies over the coming month.

Australian supermarket giants Coles Group Ltd and Woolworths Group Ltd have come under scrutiny focusing on their seafood supply chains, while energy firm APA Group Ltd face requests from investors which call for improved climate disclosures and risk management.

Minerva notes that several of these proposals resemble ones which we have seen in previous years. Yet shareholders’ persistence underlines their continued dissatisfaction with the companies and their failure to address the issues raised by previous shareholder proposals.

As is often the case in Australia, shareholders struggle to demonstrate their point through their proposals due to the roadblock of amending a company’s constitution. Australian company law does not allow shareholders to file advisory resolutions unless they are explicitly permitted in a company’s constitution. Thus, investors must first secure a supermajority vote of 75% votes in favour to allow for their proposals to be put to the meeting.

In practice, this means a virtually impossible threshold is set, with no shareholder ever achieving more than three-quarters of votes in favour. Although the threshold is severely challenging to meet, shareholders still file proposals to signal their dismay with company actions, as most companies will disclose the proxy votes ahead of time.

Coles Group Ltd has, for the second year in a row, faced scrutiny over their supply chain, especially regarding seafood. Two proposals have been filed at their 2025 AGM which will be held on 8 October 2025 at 12:00PM. One of these proposals requests the company report on the impacts of their farmed seafood and the other demands that Coles adopt a sourcing policy benchmarked against global best practice.

Minerva notes that at Coles 2024 AGM shareholders delivered one of the most favourable environmental votes globally with more than 39% of its investors supporting the contingent resolution on nature-related disclosure despite the Board recommending a vote against the proposal. Shareholders drew on this detail in their 2025 proposals to emphasise the frustration of investors with business-as-usual sourcing from Tasmania’s Macquarie Harbour, where salmon farming has been linked to environmental degradation.

Woolworths Group Ltd also faced similar proposals at their 2024 AGM and will once again come under fire at their 2025 AGM, to be held on 10 October at 10:00AM. Although receiving less support than the resolution at Coles, Woolworths also received high levels of support for the proposal requesting approval of farmed seafood report, with just shy of 30% of votes cast in support. The high support for this proposal once again demonstrates that shareholders were willing to signal their dissatisfaction and push for greater transparency even if restrictive sourcing targets remain contentious.

The fact both supermarket giants face severe scrutiny from their shareholders for a second consecutive year highlights a clear and coordinated activist strategy. Campaigners argue that Australia’s major food retailers should not be outliers on global supply chain standards. Meanwhile, the Boards oppose these strategies, citing them as prescriptive and arguing that they risk tying management hands and creating operational complexity and inefficiencies.

Beyond Australian supermarkets, climate disclosure and risk management are also prominent in the 2025 season.

Earlier this year, Macquarie Group came under fire from their shareholders over their climate risk exposure, particularly the investment bank’s role in fossil fuel financing projects. The climate risk proposal at Macquarie received 35% votes in favour which clearly shows that shareholders are apprehensive of how financial institutions manage transition risks. It will be interesting to see whether we observe similarly high levels of support at the upcoming AGM of APA Group Ltd, scheduled for 22 October.

It is worth noting that several of the climate-related proposals have been coordinated and filed by Market Forces, an avid filer of shareholder proposals in Australia in recent years, as shown in Table 1 below. In particular, the proposals at Macquarie Group previously mentioned and the proposal at APA Group below have been filed by Market Forces.

The group states that their work “exposes the institutions that are financing environmentally destructive projects and helps people around the world to hold these institutions accountable”. Their involvement shows that growing shareholder dissent on climate in Australia is not fragmented but channelled through collaborative campaigns seeking systemic change.

Table 1: Number of Market Force proposals 2024 and 2025 YTD

Data as per Minerva Analytics Ltd – 07/10/2025

APA Group, a major gas pipeline operator, faces numerous resolutions at their upcoming 2025 AGM. Shareholders will vote on the approval of a climate risks safeguarding plan and measures requiring thorough due diligence of key partners, looking for tangible, implementable steps which seek to manage long-term climate and transition risks, rather than just solely aspirational targets.

Minerva notes that in addition to these resolutions, APA Group will be holding a ‘Say on Climate’ (SoC) vote at their upcoming AGM. A SoC is a non-binding vote which allows investors to express their views on a company’s climate transition strategy. AGL Energy Ltd last week faced a SoC vote at their 2025 AGM, with more than 40% of votes either abstaining or voting against the company’s Transition Action Plan. The plan had been criticised by investors including the Australasian Centre for Corporate Responsibility who argued the plan lacked ambition, as well as sufficient detail on decarbonisation and electrification.

Moreover, Australia, alongside both the UK and Europe, is one of few markets which have voluntarily adopted votes on climate transition plans. Furthermore, Australia remains the only market to date where a Say on Climate was defeated. Woodside Energy’s 2024 climate plan was rejected by nearly 60% of investors, marking the most forceful ‘no’ votes globally.

At APA Group’s 2024 AGM, they received a shareholder proposal focused on climate risk safeguarding. This proposal received only 12% votes in favour at the 2024, so it will be interesting to see how shareholders react at the upcoming AGM and whether we will witness a more substantial level of support much like at the Macquarie Group 2025 AGM. Moreover, even if last year’s votes in favour reflects relatively modest support, it still signifies investor concerns over climate risk management.

Together, these instances underscore a consistent message: Australian banks and infrastructure providers cannot treat climate risk as merely a peripheral issue. Shareholders are beginning to demand increased transparency from Australian companies, credible implementation and ongoing oversight. We are, however, seeing Boards label these proposals as prescriptive, noting their possible constraint on acting in a dynamic and flexible way.

For now, it appears that ‘vote no’ campaigns will not play a prominent role during the peak Australian AGM season. We had previously witnessed some high-level cases, such as:

• Macquarie Group (July 2025): Shareholders lobbied against the executive pay packages, this led to a notable protest against the remuneration report, with it only receiving 71% votes in favour, nearly 30% of all votes being against the proposal.
• Woodside Energy (2024 AGM): Shareholders lodged a ‘vote no’ campaign against the company’s 2023 Remuneration Report. The report was in the end approved with 84% votes in favour, but the 16% votes against highlighted a significant protest against executive incentives that some investors argued encouraged oil and gas exploration which was inconsistent with the company’s climate policy.
• Santos (2023 AGM): The company’s shareholders delivered a strong message, with Santos receiving over 18% of votes against their remuneration report and nearly 10% of all votes against the re-election of their Board members.

These instances highlight an increasing trend amongst shareholders in recent years to utilise ‘vote no’ campaigns. A summary of notable “vote no” outcomes in recent AGMs is shown in Table 2 below:

Table 2: Notable ‘Vote No’ Outcomes at Recent Australian AGMs

Data as per Minerva Analytics Ltd – 07/10/2025

However, there currently appear to be no new ‘vote no’ campaigns confirmed for the upcoming Australian AGM season.

Remuneration, however, remains a key focus for shareholders in Australia, with an increase in the number of ‘remuneration strikes’ in recent years. The country’s ‘two-strike rule’, which was introduced back in 2011, means that if a company receives 25% or more votes against their remuneration report, then the company must hold a ‘board spill’ resolution at the same AGM. This could then potentially force directors to stand for re-election. While shareholders rarely vote through a full spill resolution, the rule has become an effective method for shareholders to highlight their dissatisfaction with executive pay and governance practices.

Qantas Airway’s Ltd had a very notable instance of shareholder dissent back in 2023, with nearly 83% of their shareholders voting against the company’s remuneration report, which signified one of the largest first strikes in Australia corporate history. The backlash was over executive bonuses and reputational challenges. More recently, Macquarie Group faced a first strike back in their July 2025 meeting with only approximately 72% of shareholders voting in favour of their remuneration report. Thus, highlighting another example where shareholders have brought to light their dissatisfaction for a company’s executive remuneration and once again highlighting a recurring theme across the market.

As mentioned above, we anticipate that all constitutional amendment proposals will fail to reach the supermajority (75%) threshold required in parallel with Australian company law. However, the primary focus of the season will be less about whether proposals succeed but more on whether they can galvanise a high level of shareholder backing.

Even modest percentages will help illustrate growing investor concern and send a clear message to Boards regarding expectations around transparency, climate risk management, and responsible supply chains.

As voting trends evolve this year, especially on the repeated proposals at Coles, Woolworths, Macquarie and APA Group, Minerva will be keeping a close eye on developments. These will provide valuable insight into the increasing power of shareholder activism within Australia and the direction of travel of key issues going into future proxy seasons.

Minerva has responded to the rise in shareholder proposals during peak season in different regions, including Australia, by developing a voting framework that supports informed decision-making. The approach helps investors navigate governance issues—from board composition and remuneration to shareholder rights—while also addressing environmental and social concerns. By focusing on transparency and alignment with investor values, the framework reinforces responsible stewardship without promoting operational change.

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Last Updated: 7 October 2025