2026 proxy season of listed companies: analysis and guidelines

Georgeson and Cuatrecasas have published the 15th edition of “Corporate Governance and Institutional Investors,” a reference guide in Spain that assists Spanish listed companies in preparing for their general shareholders meetings and in anticipating potential demands of investors and proxy advisors. To this end, the guide analyzes the results of the last proxy season for companies in the IBEX 35 and the Top 40 companies on the Spanish continuous market (the “Top 40 companies”), and addresses the main trends and challenges of the 2026 proxy season.       

New to mark its 15th anniversary, the report includes a retrospective study of some of the most relevant issues in corporate governance and a study on the transformation of the general shareholders meeting in recent years. Cuatrecasas counsel Coro Fernández-Rañada, a specialist in corporate practice, points out how “in recent years, the general meetings of listed companies have evolved from holding in-person meetings with all the shareholders, to the progressive incorporation of voting through the use of electronic tools, simultaneous remote participation and, more recently, toward a debate around holding these meetings in an exclusively virtual format."

In addition, Carlos Sáez, country head for Spain at Georgeson, notes, "For 15 years, the study we have conducted with Cuatrecasas has aimed to identify the main trends in proxy seasons in Spain and regulatory developments in the field of corporate governance. Over these 15 years, we have witnessed the evolution of capital markets and the growing scrutiny of investors and proxy advisors on issues such as directors' remuneration or the structure and composition of boards of directors, among other matters. All of this has contributed to a substantial improvement in the corporate governance practices of Spanish listed companies over the past 15 years.”

Level of free float participation and mobilization

The average quorum of the IBEX 35 in 2025 reached 74.11%, the highest level recorded in the last 15 years. In the Top 40 companies it stood at 71.77%, slightly below that recorded in 2024 (73.94%), although in line with the average of the last five years.

More contentious issues

In general terms, IBEX 35 companies registered a moderate increase in the number of proposals that received opposition exceeding 10%, compared to 2024. However, the level of opposition in 2025 was lower than that recorded in 2023, 2022 and 2021. Conversely, in the Top 40 companies, the number of proposals that received opposition greater than 10% was lower than in 2024 and very similar to that of 2023. In previous years (2022 and 2021), this level of opposition was significantly higher.

The pattern of recent years is consolidating: the most controversial issues continue to be the remuneration of the board and the (re)election and ratification of directors, while opposition to proposals for capital increases excluding preferential subscription rights is increasing. Analysis of the voting and recommendations of the proxy advisors (ISS and Glass Lewis) shows that investors follow ISS's criteria on matters relating to changes in share capital, but adopt more independent positions on issues of remuneration and reelection, appointment and ratification of directors. The latter could be partly attributed to the efforts made by listed companies to intensify dialogue and engage more with their investors.

Directors’ remuneration

In 2025, conflict related to pay policies has decreased, showing an improvement compared to the historical highs recorded in 2021. This improvement is attributed to a notable advance in the transparency offered by the Annual Directors’ Remuneration Reports (“DRR”), and to greater alignment with market expectations by companies.

In the IBEX 35 companies, 31% of the remuneration proposals exceeded 10% opposition (compared to 36% in 2024), while in the Top 40 companies, 23% did so (26% in 2024), consolidating a downward trend in both cases.

Appointment, reelection and ratification of directors

In 2025, average support for proposals for appointments, reelections and ratifications of directors improved in the IBEX 35 companies, while the Top 40 companies showed a more disparate evolution. In the IBEX 35, independent directors obtained the highest levels of support, while in the Top 40 companies, it was the executive directors, followed by the independent ones. Support for the proprietary directors grew in both groups, and support for “other outsiders” increased in the IBEX 35 but decreased in the Top 40 companies.

In terms of gender diversity, the average proportion of women on boards of directors reached 42.2% in the IBEX 35 and 37.2% in the Top 40 companies during 2025.

The Spanish Gender Equality Act for companies with the highest market capitalization will come into force on June 30, 2026. This regulation establishes a minimum representation of 40% for the less represented sex on the board, and the obligation for companies to adjust their process of selecting directors when they do not reach this minimum representation. At the time of the report, seven companies in the IBEX 35 did not reach this percentage of representation, which poses a challenge for the coming months. It is worth noting that the appointments, ratifications, or reelections of those directors who do not contribute to reaching the minimum representation threshold of 40% could be penalized by the proxy advisors and investors.

Looking ahead to the 2026 proxy season, the following are anticipated: increased scrutiny of proposals for the appointment, ratification, and reelection of directors due to the entry into force of the Gender Equality Act for larger companies, demands for greater independence in board committees from some investors, and penalties for proposals that do not adequately address governance issues or concerns expressed by shareholders.

In this context, the board's competency matrix is becoming an increasingly useful tool. On the one hand, it helps companies in setting up the board and in carrying out the selection processes. On the other hand, its publication provides investors, proxy advisors and other stakeholders with a quick and visual understanding of the directors’ profile and the skills present in the board of directors as a whole.

Capital changes

In 2025, the most penalized proposals in the IBEX 35 and the Top 40 companies were capital increases excluding preferential subscription rights. Although these proposals were in accordance with the recommendation of the  Spanish Good Governance Code and the amount of the increase did not exceed 20% of share capital, the standards of some institutional investors are more demanding and establish more restrictive limits.

Evolution of corporate governance

This year's report includes a study on the transformation of general shareholder meetings driven by changes in shareholding structure, investor profile, technological advances, and legal reforms. In addition, it analyzes in detail the evolution of key corporate governance issues over the last five years: the separation of functions between chair and CEO, and the classification of the chair; the role of the lead independent director; the levels of board independence; and gender diversity.

Challenges in the 2026 proxy season

The next proxy season will be marked by several governance challenges. These include the management of emerging risks related to technology, geopolitics, and supply chains, as well as the use of the competency matrix as a key tool to shape the boards and provide investors with a clear view of the capabilities present.

Succession plans will also gain relevance, increasingly valued by investors as a guarantee of continuity, as will sustainability, which faces an uncertain context due to regulatory changes and the delay in the transposition of the Corporate Sustainability Reporting Directive (CSRD). Finally, the report underlines the importance of maintaining dialogue with investors outside of proxy season, anticipates that remuneration will continue to be a focus of debate, and predicts the persistence of shareholder activism in the Spanish market.

Download the full report