- within Corporate/Commercial Law topic(s)
- in United States
- with readers working within the Business & Consumer Services and Securities & Investment industries
- within Environment, Strategy and Law Department Performance topic(s)
- with Inhouse Counsel
The 2026 annual meeting proxy voting results are in for Canada’s Big Six banks and a cross-section of other major TSX and S&P/TSX-listed issuers. The results confirm continued investor confidence in incumbent boards and management, alongside sharpening scrutiny of AI governance, capital allocation, data stewardship and shareholder-rights frameworks.
Across the issuers reviewed, director slates were uniformly re-elected with strong majority support, and auditor appointments were approved by comfortable margins. Say-on-pay resolutions passed in all cases, though with more variation, ranging from the high-80% range to the mid-90% range. Shareholder-sponsored governance and ESG proposals, including a small number touching on artificial intelligence oversight, were tabled at several meetings but were generally defeated, albeit sometimes with meaningful minority support signaling continued investor interest in these themes.
Notably, AI-related proposals at Canadian issuers remained limited in number and were framed largely around board oversight. This contrasts with the much larger and more varied slate of AI-related proposals seen at major technology companies in North America this proxy season, suggesting that AI governance is emerging as a theme in the Canadian market without yet reaching the scale of scrutiny directed at big tech issuers over capital expenditures, training data and data centre impacts.
Shareholder proposal trends: Banks remain the primary battleground
Nearly half of all Canadian shareholder proposals this season were directed at the financial sector. Each of the Big Six banks faced between 5 and 11 shareholder proposals this cycle, almost all of which were defeated by wide margins. The proposal topics were highly recurring across banks, a sign of coordinated or serial proponents rather than bank-specific concerns.
The table below summarizes the principal proposal topics and the banks at which they appeared.
| Proposal topic | Banks where proposed |
|---|---|
| Meeting participation/access (improving shareholder participation at AGMs) | RBC, CIBC, National Bank |
| Youth/younger-generation representation on governing bodies | CIBC, National Bank |
| Compensation policy alignment with performance | CIBC, National Bank |
| Board skills diversification | CIBC |
| Formal recognition of the board’s “systemic” role | CIBC, National Bank |
| Country-by-country disclosure / compensation ratios / tax havens | CIBC, National Bank |
| Advisory votes on environmental policy | All six banks |
| AI oversight | BMO (new this cycle) |
| Forced labour / child labour in loan and investment portfolios | National Bank (drew the highest support of any 2026 bank proposal, 24.5%) |
ESG proposal volume down
ESG-related shareholder proposals fell roughly 30% year-over-year and proposed mandatory climate disclosure rules were paused in both Canada and the U.S. However, anti-ESG sentiment remains comparatively low in Canada, and over 70% of S&P/TSX 60 issuers still maintain ESG-linked executive compensation.
AI has moved from novelty to board-level governance issue
BMO’s AI oversight proposal (part of its slate of eight, all defeated) reflects a broader shift. AI governance is now treated as a standing board risk topic rather than a one-off ask. Proxy advisors are actively developing frameworks for how AI factors into stewardship and voting recommendations.
Say-on-pay support stayed strong and stable
All six banks landed in the 95–96%+ range and executive compensation is expected to keep receiving strong support in 2026.
Auditor ratification is the softest management item
Across all six banks, auditor appointment votes were the lowest-support management proposal (90–93%), consistently below both director elections and say-on-pay. This pattern likely reflects institutional investors’ ongoing auditor-tenure and rotation policies rather than dissatisfaction with the auditor itself.
Meeting format scrutiny continues
The Canadian Securities Administrators have signaled that virtual-only meetings may limit meaningful participation, and proxy advisors are flagging governance concerns with bylaw changes granting boards broad discretion to go virtual-only. Hybrid formats continued gaining ground among TSX/S&P 60 issuers as the practical middle ground.
Looking ahead
Shareholder activism in Canada is expected to remain a prominent feature of the governance landscape. As proponents refine their strategies and institutional investors continue to sharpen their focus on AI governance, capital allocation and shareholder-rights frameworks, issuers would be well-served to engage proactively with emerging themes and to review their disclosure and governance practices accordingly.
Thank you to Diana Nakka for her contributions to this article.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
[View Source]