In the first instalment of our Proxy Season Global Briefing, we provide a rundown of headlines and key trends relating to shareholder rights and corporate governance from around the globe. Glass Lewis clients can access the full version, which also covers executive pay, board composition and shareholder activism, via the content libraries on Viewpoint and Governance Hub.
The 2025 proxy season saw more in-person meetings globally, APAC governance reforms, and growing interest in non-financial reporting audits. Meanwhile, corporate reincorporations within the U.S. reached a three-year high as states jockeyed to offer the most attractive listing regime.
2025 Notable Rights & Governance Trends in the U.S., Hong Kong and South Korea
U.S. Governance & Bylaw Trends
- 28 U.S. companies sought to reincorporate, marking a three-year high (vs 17 in 2024, and 20 in 2023).
- Most reincorporation proposals involved the state of Delaware, either coming or going. Nevada was the most popular destination (see Figure 1 below).
- Reincorporations were particularly common at companies with significant/controlling shareholders.
Figure 1. Summary of 2025 U.S. Reincorporation Proposals for Delaware, Texas and Nevada
Source: Glass Lewis
- Proposals to eliminate supermajority requirements increased significantly from last year, following a high number of majority-supported shareholder proposals requesting such action in 2024.
- Overall, we observed an increase in proposals to adopt positive governance changes (e.g., repeal of classified boards, right to call a special meeting, and allowing shareholder action by written consent) compared to the prior year.
- Although fewer companies proposed officer exculpation provisions in article amendments than last year, these proposals remained the most common amendments to governing documents.
Hong Kong Stock Exchange Implements Stricter INED Caps and Board Governance Reforms
- HKEX’s December 2024 Code & Listing Rule reforms, aimed at enhancing board effectiveness and transparency, are already influencing board composition and succession planning.
- Changes include hard caps of six listed directorships and nine years' tenure for independent non-executive directors (INEDs). All companies are now required to disclose a board skills matrix, and boards without an independent chair are encouraged to appoint a Lead INED.
Korea's Amended Commercial Act Expands Director’s Duty to Shareholders
- Korea’s Commercial Act was amended to extend directors’ duty of care to cover “the company and its shareholders” (previously just “the company”). This is expected to provide a legal framework for minority shareholders to better assert themselves in a market where controlling shareholders hold significant power.
Meeting Format for Annual General Meetings
Proxy season 2025 saw an overall 8.3% global increase in shareholders’ ability to attend meetings in person – but variance between markets remains high, with North America increasingly an outlier (see Figure 2 below).
Figure 2. Summary of Annual General Meeting Format by Region
Source: Glass Lewis
- In some large markets, almost all AGMs were organised as in-person or hybrid meetings, allowing investors to physically attend (e.g., UK, France, Sweden, Switzerland, China, Hong Kong, Taiwan, Korea, and Japan).
- In others, virtual-only or remote/closed door shareholder meetings remain common practice, with shareholders only able to participate online or limited to exercising their shareholder rights in advance of the meeting (e.g., North America, Brazil, Germany, Italy, Norway, Malaysia, Thailand, and the Philippines).
- Within North America, meeting practices for large companies are starting to diverge. While the virtual-only format became more prevalent in the U.S. this year, in-person meetings were up 24% in Canada.
Noteworthy Developments in Germany, Italy and Korea
- Germany: Local institutional investors have raised concern with the virtual shareholder meeting format.Proposals to amend articles of association to continue allowing virtual-only meetings generally received meaningful levels of shareholder opposition, and were even rejected at some companies (most notably, at blue-chip companies Siemens AG, Brenntag SE, E.ON SE, and Zalando SE).
- Italy: Despite a 50% increase in the number of Italian shareholder meetings allowing in-person attendance, “closed-door” meetings, which shareholders are unable to attend in-person or virtually, accounted for over 70% of AGMs. A supermajority of proposals that sought shareholder approval for bylaw changes to allow closed-door meetings faced substantial opposition or were rejected.
- Korea: In July 2025, the Commercial Act was amended to mandate hybrid shareholder meetings — allowing both virtual and in-person participation — for large companies starting January 2027. Currently, only in-person shareholder meetings are possible in Korea, although some companies do provide a webcast for shareholders unable to attend. Virtual-only shareholder meetings will remain prohibited.
Sustainability Reporting
Appointment of Sustainability Auditors Gains Traction in Europe
- The number of companies offering votes on the sustainability auditor varied greatly between markets, depending on country-specific implementation of the EU’s Corporate Sustainability Reporting Directive (CSRD).
- While conversation around the EU’s Omnibus package and the potential scaling back of CSRD requirements remains ongoing, most EU member states have implemented CSRD in some form.
- Despite uncertainty around CSRD application, reporting went smoothly. No qualified opinion on sustainability reporting was issued for blue-chip companies. Emphases of matter were more frequent, but most were uncontroversial and related to lack of comparable information for fiscal years before 2024.
Looking for More?
Check our blog for additional instalments of our Proxy Season Global Briefing, covering executive pay, board elections and other topics. Glass Lewis clients can access the full version via the content libraries on Viewpoint and Governance Hub. We will also share more of our proxy season findings, including details of Glass Lewis voting recommendations and analysis, via a series of market-specific Proxy Season Reviews and webinars.
