Key Takeaways
This article shares noteworthy trends to watch in Europe’s upcoming 2026 proxy season. Glass Lewis clients can access our full Europe Proxy Season Preview report, which covers governance, compensation and activism trends, market and regulatory developments, via Viewpoint, our research portal and GovernanceHub.
Governance: Cybersecurity, AI and Geopolitics
Momentum around board-level oversight of cybersecurity and artificial intelligence remains strong. Several cybersecurity incidents at large- and mid-cap companies in recent years have highlighted the operational and reputational risks associated with cyber vulnerabilities, and prompted significant regulatory developments. As regulatory enforcement of the EU’s NIS2 Directive, DORA, and the AI Act continues, and as both AI adoption and the frequency of cyber-attacks grow, digital literacy and cybersecurity oversight are set to be a significant theme.
Notable meetings: Ferrari, Schneider Electric, ABB, Endesa, Pepco, Intesa Sanpaolo, Airbus
Geopolitics will increasingly impact on the decisions that European companies and their investors will take this year. Dutch semiconductor companies are facing challenges stemming from the technology race between the U.S. and China, with U.S. export controls and Chinese recruitment compensation increasingly affecting the sector. Meanwhile, Nordic companies with material exposure to the U.S. market have come under unprecedented pressure amidst waves of layoffs, depreciating share prices and shrinking market capitalizations, with the renewable energy and pharmaceuticals industries taking the hardest hit.
Notable meetings: ASML, ASM, BESI, Ørsted A/S, Novo Nordisk A/S
Regional Issues: Business Separations, AGM Format, and Director Elections
The corporate landscape of the DACH region (Germany, Austria and Switzerland) has seen a significant change in recent years, moving away from traditional, diversified conglomerates. Several companies have announced or completed corporate separations in recent years, seeking to reduce complexity, in many cases under pressure from active investors. There is no indication that the momentum for structural realignment will slow down, and conglomerated and complex firms in the region that are underperforming or trading at a discount may face pressure from active shareholders to separate their businesses.
Notable meetings: Bayer AG, BASF SE, Siemens AG
The upcoming proxy season will be key in determining whether virtual shareholder meetings will be utilized only in extraordinary circumstances, offered occasionally by companies, or instead become the norm in Germany – a concern raised by some German institutional and retail shareholders. Many issuers have indicated that they will implement additional safeguards for virtual meetings, such as a commitment to hold at least one in-person general meeting during the authorization period and confirmation that the supervisory board will be involved in the decision on the meeting format.
Having the outgoing board take part in deciding who will stand for director elections only became more common among Italian companies in the past decade, but came to a stop last year due to the layers of complexity introduced by the Legge Capitali bill of 2024. In 2026, three blue-chip banks are rumored to present a board slate, or at least consider doing so. Shareholders can expect to face complex proxy cards, and potentially a second round of voting on individual nominees.
Notable meetings: Banca Monte dei Paschi di Siena, Banco BPM and Finecobank
Compensation: Pay Increases, Succession Planning, and Europe’s Re-arming
Engagements held by the Glass Lewis research team with issuers over the past six months suggest that increases to executive pay will likely be prevalent this upcoming season. In many cases, these increases will be based on competition for talent against U.S.-based public and private companies.
Succession planning is emerging as an area of increased interest, following several recent high-profile examples of the CEO moving into a non-executive chair role. In some cases, especially where two tier boards are the norm, this may raise concerns around board independence if additional safeguards are absent (e.g., a lead independent director). Further, often the shift comes with additional considerations on severance payments made to individuals who, ultimately, continue sitting on the board.
For all sectors linked to the defense industry, both shareholders and executive pay outcomes are set to benefit from Europe’s boosted spending on rearmament. Investors will be monitoring remuneration committee decisions to determine if top executives are being rewarded (i) disproportionately, (ii) ahead of time or (iii) regardless of poor performance against their direct competitors.
Increases in non-executive board fees are expected to put to vote at many companies. Directors have generally been requesting higher compensation because of the broadening scope of their tasks and responsibilities, including those related to sustainability reporting.
ESG: U.S. Influence and Reporting Requirements
The European ESG landscape is shifting due to spillover from developments across the pond, with a small number of large-cap companies reducing the weighting of non-financial metrics in executive incentive plans and/or updating their internal diversity policies in connection with U.S. executive orders on DEI programs and related federal guidance.
Notable meetings: Roche, Novartis, UBS, ASML, Aegon
Looking ahead, approval of the First Omnibus Package Content Directive (Content Directive) in December 2025 drastically modified the requirements for companies that must comply with CSRD and CSDDD. The Content Directive still needs the formal approval of the EU Council and will likely be published in Q1 2026. Following publication, EU member states will have 12 months to transpose it into national law. Based on these changes, approximately 80% of the companies that were initially expected to comply with the CSRD and the CSDDD will be exempt, thus significantly reducing the overall reporting burden for EU companies.
Download Glass Lewis’ 2026 Europe Proxy Season Preview for the full report.
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