How Okapi Partners reversed both proxy advisors and turned around an AGM in the final two weeks before the vote
The Situation
Weeks before a French energy-technology company’s general meeting, the numbers were moving in the wrong direction. ISS and Glass Lewis, the two proxy advisory firms whose recommendations move institutional votes, had both come out against two of the company’s remuneration proposals with a total of three resolutions affected. More than one in five votes had already been cast and submitted to the registrar against two of the resolutions, and the trend was accelerating.
At the center of the dispute was a sensitive governance moment: the company’s separation of its combined Chair and CEO roles. Both proxy voting advisors flagged the long-term incentive award tied to the outgoing CEO’s transition, and both questioned whether the Chairman’s salary had been adequately justified. Glass Lewis had already published an AGAINST recommendation on the Chair/CEO policy and the Chair remuneration policy; the Preliminary ISS report signaled it would recommend AGAINST the former CEO’s remuneration structure and also the Chair remuneration policy.
With a decade of thin AGM turnout behind it, the company was facing heavy opposition on three flagged resolutions, each projected to fall well below 70% support.
Okapi Partners’ Approach
Anticipating potential problems, Okapi Partners had been retained for advisory and solicitation/engagement support ahead of the meeting. The diagnosis came quickly: the issue wasn’t the merits of the proposals; it was how they’d been presented. Okapi built a two-track plan to change both advisors’ positions before the voting deadlines, and a parallel plan to follow-up with shareholders who had already voted against the proposals.
For the long-term incentive plan, Okapi’s team worked with the company to devise a specific change to the vesting terms, engineered to satisfy the ISS and Glass Lewis concerns simultaneously, rather than trading one off against the other. For the Chair’s remuneration, Okapi drafted new supplemental disclosure that gave the market the justification both firms had said was missing.
The client disclosed the changes and rationale publicly, and Okapi made sure the update reached the right people at ISS and Glass Lewis directly rather than waiting for the normal review cycle to catch up. Both advisors reversed their recommendations within days.
That solved the going-forward problem. It didn’t undo the votes already cast.
More than 20% of shares had already been received by the registrar against two of the resolutions with more against votes projected before the deadline.
During the campaign, Okapi kept the company’s shareholders informed and engaged regarding potential upcoming changes. We conducted a targeted outreach to investors who had voted early and, in many cases, several holders confirmed they had changed their votes based on the supplementary disclosure. In other cases, we assisted shareholders to pro-actively resubmit their vote after recommendations changed.
In parallel, Okapi ran a broader campaign to lift turnout across the register which started months ahead of the General Meeting: mapping of the voting universe, beneficial-owner identification through the custody chain, daily vote tracking and quorum projections, and new outreach to retail and wealth investors and institutions that had never voted before.
The Outcome
Two proxy advisors reversed course. A large portion of the shareholder base subsequently reversed their vote after Okapi Partners implemented the plan. And a company that had struggled for a decade to get shareholders to show up posted its best turnout in more than a decade with all three resolutions passing with support ranging from 94.3% to 99.7%. All of this effort was accomplished within the final weeks before the meeting.
