AGM Season 2026: ESG considerations through a governance lens

Shareholder meetings can be a useful barometer of how companies, investors and proxy advisers are treating environmental, social and governance (ESG) issues in practice. While the picture of annual general meeting (AGM) season 2026 in Ireland is still emerging, available indicators suggest that ESG considerations have not fallen away as an AGM issue but are being raised in different ways. Instead of the stand-alone ESG resolutions that characterised some of the earlier phases of activism, a company’s ESG commitment is now being viewed through a governance lens. In 2026, Irish boards are more likely to encounter ESG matters through questions about sustainability disclosure, transition planning, executive pay, board composition and responsiveness to investor concerns.

How will ESG considerations show up in Ireland’s 2026 AGMs?

ESG issues may be channelled through a range of AGM matters. Below are some of the most likely topics where ESG considerations may play a part. 

Sustainability reporting: Boards in 2026 may face more detailed questioning on whether sustainability statements are internally consistent, genuinely linked to strategy and risk, and capable of standing up to investor scrutiny. In its 2026 proxy voting guidelines, proxy adviser ISS advises investors to consider the “completeness and rigor” of a company’s disclosure on matters such as climate transition planning and emissions. The recalibration of EU sustainability reporting rules has eased the reporting burden for some entities, but it has not removed the expectation that companies making sustainability claims should be able to substantiate them. AGMs may become a forum for testing the credibility of sustainability statements and interrogating targets. 

Board elections: Boards should expect ESG matters to surface through director elections, particularly elections of the chair. Proxy-adviser policies increasingly frame such matters in the context of board accountability rather than as a separate category of activism. Where investors are dissatisfied with a company’s ESG strategies, they may be more inclined to express that dissatisfaction through votes against specific directors or board chairs – something we have already seen occur in the UK this year. 

Executive remuneration: Executive pay remains one of the most likely routes for investors to express ESG-related dissent. In its 2026 benchmark policy guidelines, Glass Lewis has introduced a new pay-for-performance model and says it will scrutinise the inclusion of qualitative and non-financial metrics in pay. For Irish issuers that use sustainability, culture, health and safety, or workforce metrics in incentive structures, the practical takeaway is straightforward: ESG-linked pay measures must be clearly explained and supported by data. 

Board composition: Diversity is not always presented in AGM materials as an ‘ESG issue’, but it is a topic that traverses both traditional corporate governance and ESG-related discourse. Ireland’s ‘Balance for Better Business’ Review Group increased its targets in February 2025, challenging organisations to achieve greater than 40% representation of women on boards and leadership teams by 2028. Separately, Irish regulations implementing the EU Gender Balance on Boards Directive requires Irish listed companies to achieve 40% representation among non-executive directors by 30 June 2026. Those that fail to reach this target must make changes to their board recruitment and selection policies. Irish companies holding AGMs in the later months of 2026 may see their nomination committee chairs and director re-elections attracting keener scrutiny where these targets have not been met.

Workforce and social themes: Such themes may gain traction in Irish AGMs; particularly over the next few years as the impacts of the EU Pay Transparency Directive take effect. In the UK in 2025, NGO ShareAction proposed shareholder resolutions targeting low pay and a lack of pay transparency among several prominent UK retailers. At two AGMs, the resolutions received more than 20% support, which triggered the requirement for the companies to actively respond to investor concerns. While such outcomes have not been seen in Ireland to date, they demonstrate that social themes such as pay fairness can mobilise meaningful investor support when tied to questions of long-term business sustainability and governance accountability. 

Across the Atlantic 

The US presents a sharper and more politicised version of the trend now visible in other markets. In 2025, Morningstar found that the number of ESG shareholder resolutions voted on in the US fell by 22%, following changes in guidance from the Securities and Exchange Commission (the SEC) that made it easier for companies to exclude such proposals from the ballot. Yet that decline in volume does not mean the issues have gone away. Rather, it reflects a more hostile and contested environment in which ESG proposals are increasingly met with exclusion attempts, negotiated withdrawals and litigation. 

At the same time, environmental and social proposals continue to struggle for majority support, while anti-ESG proposals have become a more visible feature of the US proxy season (accounting for approximately 20% of all proposals put to a vote). According to Cooley, the US 2026 proxy season continues a steep and sustained decline in ‘environmental and social’ proposal submissions, a steady volume of governance proposals and a growing share of submissions from anti-ESG proponents. 

For Irish issuers, the US experience may seem alien, but it shows how quickly ESG debates can become politicised and detached from underlying governance questions. The more measured course for Irish companies is to focus not on the ESG rhetoric, whether ‘for’ or ‘against’, but on the substance: credible disclosure, defensible strategy, robust governance and clear engagement with investors.

Conclusion
AGM season in Ireland in 2026 is expected to broadly follow the patterns of 2025. The most significant development of recent years has been the shift to embed ESG considerations in the core governance issues on which shareholders already vote, such as board appointments, executive pay and disclosure quality. For boards, this raises the bar. Such considerations can no longer be treated as a separate narrative running alongside strategy and governance – they must be reflected in how the company explains risk, allocates incentives, composes its board and engages with investors. 

For further information in relation to these topics, please contact Anne O'Neill (author), Practice Development Lawyer, Jill Shaw, ESG & Sustainability Lead or any member of the ESG & Sustainability Team.

Date published: 30 June 2026