AGM Season 2025: Compensation motions and non-financial report

Managing Director, People and Organisation, PwC Switzerland

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The Top 100* Swiss listed companies in the spotlight: In this article, we provide an overview of the AGM 2025 voting outcomes and the Swiss proxy advisors’ voting recommendations on the compensation motions. Further, we shed light on the vote on the non-financial report.

Each year during the AGM season, the dynamics of the Swiss corporate landscape and the vibrant nature of its market players become evident. Executive compensation is in the focus of investors, proxy advisors and the broader public – in midst of the recent challenges in the financial sector and the highly demanding macroeconomic and geopolitical environment, scrutiny of executive pay has been pronounced even more. Overall, we have observed an increasingly critical voting behaviour on the compensation motions over the last years.

In terms of transparency regarding non-financial matters, this year marks the second AGM season requiring mandatory voting on the non-financial report. Similarly to last year, approval rates for the non-financial report have remained relatively high. However, it is anticipated that the expectations of shareholders and proxy advisors will grow in the coming years, leading to increased variation in voting results.

Our downloadable overview outlines voting trends and highlights potential hot topics. Our goal is to provide you with valuable insights into the current Swiss market developments by updating this voting outcome overview on a regular basis.

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Key findings

Out of the top 100* Swiss companies, 50 have been analysed so far. The latest key findings are the following:

Consultative vote on the compensation report
Shareholder opposition remains high, with approval rates declining in the previous years. Particularly, there are several companies with an approval rate (significantly) below the "red flag" threshold of 80%. So far, the compensation report of one company has been rejected.
Binding votes on the compensation amounts
Although shareholders continue to express their dissent with executive compensation mainly via the consultative vote on the compensation report, they keep raising concerns via the binding compensation motions as well. So far, there were two rejections on the binding votes of one company outside the top 100*.
Proxy advisors’ voting recommendations
For all compensation motions, the support of the two Swiss-based proxy advisors Ethos and Inrate continues to be remarkably low. Regarding the non-financial report, Ethos recommends voting against it in nearly half of the cases, whereas Inrate typically recommends voting in favour.
Further observations on compensation matters
The recent US pressure on Diversity, Equity and Inclusion (DEI) has induced some Swiss listed companies to critically question the use of DEI-related KPIs in their incentive plans. Some of them even already decided to remove or not to introduce such KPIs. Furthermore, concerns on compensation matters are also increasingly raised through the elections of individual members of the board and/or the compensation committee. In many cases, the individuals are in focus who are responsible for compensation matters, such as the chair of the board or the chair of the compensation committee.
Vote on the non-financial report
Similar to last year, the approval rates are notably high. There are ongoing discussions regarding whether the vote on the non-financial report should be consultative or binding. However, the debate has somewhat settled compared to the previous year. While some companies explicitly state in their AGM invitations that the vote is consultative or binding, others do not mention the nature of the vote.

_{* The SMI consists of the 20 largest Swiss listed companies (1-20) and the SMIM of the 30 next largest Swiss listed companies (21-50). Together, they form the SMI Expanded (1-50). The SPI50 is composed of the 50 next largest Swiss listed companies (51-100). The SMI, SMIM and SPI50 constitute the 100 largest Swiss listed companies (Top 100). Please note that a few Top 100 companies have multiple share classes listed (e.g., registered and bearer shares, or registered shares and participation certificates). Consequently, 27 companies are covered for the SMIM and 49 for the SPI50 in 2025.}