Proxy Season Global Briefing : Shareholder Rights & Governance Trends
Summary
Glass Lewis provides a global roundup of key shareholder rights and governance trends from the 2025 proxy season. The briefing highlights a return to more in‑person meetings worldwide, notable governance reforms across APAC (notably Hong Kong and Korea), a three‑year high in U.S. corporate reincorporations, and rising attention to sustainability reporting and sustainability auditors in Europe. The piece summarises regional divergences in AGM formats and legal changes affecting board composition, director duties, and shareholder engagement.
Authors: Irene Bucelli, Junho Kim and Theo Le (Glass Lewis). The briefing is based on Glass Lewis research and covers headline trends; Glass Lewis clients can access the full memorandum for deeper analysis.
Key Points
- U.S.: 28 companies sought to reincorporate in 2025 (a three‑year high), with many moves involving Delaware and Nevada; reincorporations were common among firms with significant/controlling shareholders.
- U.S. governance proposals increasingly favoured positive changes—repeal of classified boards, rights to call special meetings and written consent—while officer exculpation amendments remained frequent.
- Hong Kong (HKEX): New hard caps (six listed directorships, nine years for INEDs), mandatory board skills matrix disclosure and encouragement to appoint a Lead INED where there is no independent chair.
- Korea: Amendment to the Commercial Act extends directors’ duty of care to “the company and its shareholders,” and mandates hybrid AGMs for large companies from January 2027.
- AGM formats: Global increase of 8.3% in in‑person attendance capability, but large regional variation—North America remains more virtual, while many APAC and European markets returned to in‑person or hybrid formats.
- Germany & Italy: Pushback against virtual‑only or closed‑door meetings from institutional investors and shareholders led to rejections or strong opposition to related bylaw changes.
- Sustainability reporting: Appointment of sustainability auditors gained traction in Europe as CSRD implementation continues; reporting largely proceeded without qualified opinions for blue‑chip firms, though emphasises of matter were noted.
Context and relevance
This briefing is useful for corporate secretaries, governance professionals, investors and legal advisers tracking cross‑border shifts in shareholder engagement and regulatory change. The trends underscore three cross‑cutting themes: (1) regulation and listing regimes remain a driver of corporate structuring decisions (see reincorporations); (2) investor expectations are pushing companies toward more shareholder‑friendly governance mechanics (special meetings, written consents, board composition); and (3) sustainability assurance and reporting frameworks are maturing in Europe, influencing governance and audit practices.
For those monitoring APAC markets, Hong Kong’s INED caps and Korea’s expanded director duties/hybrid meeting mandate represent material, near‑term changes to board composition and shareholder access. In the U.S., renewed reincorporation activity signals jurisdictions competing on corporate law advantages.
Why should I read this?
Short version: if you care about who runs companies, how shareholders get heard, or where firms choose to incorporate, this is worth a quick skim. It saves you time — pulls the proxy‑season headlines together so you don’t have to trawl filings. Handy if you advise boards, manage stewardship, or keep an eye on regulatory drift across markets.