Shareholder meetings that take place early in the year are often a bellwether for the proxy season ahead, and with snow still on the ground across Northern Europe, we have already seen clear signs that many German companies will face investor rebellions this year if they do not learn lessons from these initial cases. At issue is the format of those very shareholder meetings, and whether companies should be able to hold them virtually.
In AGMs that took place in the first half of February, shareholders rejected proposals at travel and tourism company TUI and multinational tech company Siemens that would have allowed management to continue to hold virtual shareholder meetings in the future. As it stands, these companies will have to start holding in-person shareholder meetings again for the first time since 2020.
Prior to the Covid-19 pandemic, almost all European AGMs were held in person. While virtual shareholder meetings became common from 2020-2022 due to restrictions on in-person gatherings across Europe, companies have increasingly been allowing their shareholders to attend meetings in person again. In 2024, 88% of European AGMs were either held in-person or as a hybrid meeting. Yet, different regional practices have started to emerge across Europe, driven by local legislation and shareholder expectations.
European Leaders in Virtual AGMs – But for How Much Longer?
Germany has become one of the leading countries for virtual shareholder meetings in Europe. In 2024, 36.9% of German companies, and over half of Germany’s largest companies, held meetings that shareholders were not permitted to attend in-person. Almost 40% of all virtual AGMs in Europe were held by German companies and, in the rest of Europe, this meeting format was only utilised more commonly in Greece (38.9%) and Norway (54.9%). On aggregate, virtual shareholder meetings accounted for just 7.6% of European AGMs.
In July 2022, German parliament passed a law on virtual shareholder meetings to replace temporary Covid legislation and provide German companies with a means for continuing to hold virtual meetings in the future. The law was intended to allow companies to continue to utilise a meeting format that “had proven itself” while providing additional protection for shareholders by including requirements that should make the “process of the meeting and exercise of shareholder rights as close as possible to an in-person event.“
In order to continue to hold virtual meetings, German companies must obtain shareholder approval to amend their articles of association to include this permission, which generally requires the support of 75% of votes cast. Almost all large and mid-cap German companies sought and received permission in 2023, but not all of them have used it. The authorisation may be for a maximum period of five years, but most widely-held German companies initially only asked for two years in line with the recommendation of German asset management association BVI. As such, many authorisations are expiring this year, and it is expected that most companies will be asking shareholders for a renewal.
Why Are Shareholders Opposing Virtual Meetings?
Many public companies, and some shareholders, argue that virtual-only shareholder meetings have important advantages. In particular, proponents highlight the environmental and financial impact of in-person meetings. They also highlight the benefit of opening meetings to international shareholders that would never have previously attended in-person AGMs, though this is also possible under the hybrid meeting format.
However, although the spirit of the law was intended to align virtual and in-person shareholder meetings as much as possible, some German shareholders believe that the virtual format has negatively impacted their ability to exercise their shareholder rights. Additionally, there appears to be little evidence to suggest that virtual meetings have increased meeting attendance levels or otherwise improved the meeting experience for shareholders.
For example, a recent study from German retail shareholder association DSW found that German virtual shareholder meetings neither have higher meeting attendance rates nor are materially shorter or more streamlined than in-person meetings. However, it also found that one in four virtual meetings faced some kind of technical disruption in 2024 and that one in four German retail shareholders felt that their shareholder rights were restricted in virtual meetings, in particular regarding their right to ask questions or hold a speech.
German institutional shareholders are also concerned. At the 2025 IVOX Glass Lewis Symposium, some investors shared their view that the virtual meeting is currently a poor approximation of a traditional AGM. Aside from reports of technological issues and some concerns about the reduced ability to communicate directly with management on important issues, we also heard that investors are really missing the direct interaction with one another on the day of the event, which has traditionally been an important element of the German AGM culture.
But the crux of the issue for many German shareholders is that some companies appear to be treating virtual meetings as the default choice rather than as an option. In particular, when there are important items up for a vote at a meeting or when a company and its management are facing substantial challenges or criticism, then the expectation is higher that shareholders should be able to attend the meeting in person.
It is not just German investors who are unconvinced by virtual shareholder meetings. In our 2024 Global Policy Survey, a majority of investor respondents expressed their belief that shareholder meetings should allow for in-person attendance in all but exceptional circumstances.
“While shareholders are unlikely to attend every year, we believe it is a fundamental right for shareholders to have access to the board and company leadership (in particular, in case of contested agenda or significant controversies). […] We encourage companies to use such forum format only in exceptional circumstances.”
– European institutional investor; Glass Lewis 2024 Global Policy Survey
Some Compromise from German Companies may be Required
Many proposals in Germany to amend the articles of association to allow for virtual meetings received relatively low support in 2023, but it seems investors are prepared to take an even stronger stance this year. DSW and some other European retail shareholder representatives have stated that they will now oppose authorisations to hold virtual meetings that are not expressly limited to extraordinary circumstances. Managing director of DSW Marc Tüngler explains that investors ideally want companies to hold hybrid meetings but, at the very least, they expect companies to demonstrate some level of responsive to their concerns. German asset manager Union Investment shared that they voted against the virtual meeting authority at Siemens and expressed their view that the virtual AGM format must not become the norm.
But it seems that many investors are taking a nuanced approach and considering the specifics of companies’ requests. Some compromise from German companies may be required.
On February 20, German semiconductor manufacturer Infineon Technologies, and energy company and former Siemens subsidiary Siemens Energy, held their AGMs and sought to extend their virtual AGM authorities, but with a twist. Both companies outlined their intent to hold their 2026 annual meetings in-person, stressing that the authority is intended to provide flexibility rather than establish the virtual shareholder meeting as the format to be used each year. It seems that this commitment may have been decisive in these companies gaining the necessary shareholder support for the renewal of their authorisations.
Glass Lewis’ View
While there is scope for digital technology to improve shareholder meeting processes, we are also concerned that companies holding virtual shareholder meetings may accidentally, or intentionally, curb shareholders’ ability to communicate with management and exercise their shareholder rights. Regardless of meeting format, our primary emphasis is on protecting those rights.
Our Continental Europe Benchmark Policy generally does not recommend that shareholders oppose authorities that allow companies to hold virtual shareholder meetings when appropriate safeguards are in place. However, we are mindful that, even in jurisdictions with strong shareholder protections, not all virtual AGMs are created equally, and shareholders are increasingly expecting companies to respond to their concerns on how AGMs are held.
In 2025 updates, we clarified our benchmark policy expectation that companies engage with shareholders on meeting format and provide rationale for holding meetings at which in-person attendance is not permitted. Further, we outlined that we may recommend shareholder escalation when companies fail to respond to legitimate concerns on this topic.
As we enter into the 2025 proxy season, German companies that continue to hold virtual AGMs should be mindful that there are widely held shareholder concerns with this meeting format and that some compromise from companies appears to be expected, especially from those that have routinely held virtual meetings since the pandemic. Companies that provide a commitment that they do not intend to hold virtual meetings every year (particularly if there are important issues up for shareholder vote at the meeting) or that can otherwise demonstrate responsiveness to shareholder concerns are more likely to be rewarded with ongoing flexibility from their shareholders.
Note:
All data used in this article is primary data collected by Glass Lewis. Unless otherwise specified, the data applies to the Glass Lewis coverage universe and is based on the location of a company’s primary stock exchange listing. Data for DAX and MDAX is based on the composition of these indices at the time of writing and includes foreign-incorporated companies in these indices.