BP suffered a heavy defeat at its annual general meeting on Thursday after investors rejected two special resolutions aimed at reducing the company's climate reporting obligations. The resolutions secured only 47 per cent support, well below the 75 per cent threshold required for approval, and shareholders also mounted a significant rebellion against new chair Albert Manifold. The vote matters because it signals that institutional investors are unwilling to accept any perceived weakening of climate disclosures at one of the largest UK oil majors, even as the company argues that regulatory requirements now cover the same ground.

 

The Two Resolutions and What BP Was Asking For

 

BP had asked shareholders for permission to revoke two earlier resolutions, originally passed in 2015 and 2019, that required the group to release detailed climate related data. The company argued that these requirements had become redundant because of mandatory climate disclosure rules introduced since those resolutions were adopted. A separate proposal sought shareholder approval for electronic only general meetings, which BP said would increase participation among its international investor base.

Both resolutions required a supermajority of 75 per cent to pass, and both fell well short. The result represents a notable governance setback, because special resolutions of this kind are normally put forward only after extensive investor consultation and with a reasonable expectation of support. The scale of the gap between the 47 per cent achieved and the 75 per cent required indicates that institutional concern about the direction of BP's climate reporting is both broad and substantive rather than confined to activist shareholders.

 

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Rebellion Against the New Chair

 

Shareholders also used the meeting to register their dissatisfaction with Albert Manifold, who took over as chair in October 2025. Although he was ultimately backed for the role, more than 18 per cent of investors voted against his election. Proxy advisory group Glass Lewis had raised governance concerns and recommended that investors oppose his appointment. Legal and General Investment Management, a top ten shareholder with a holding of approximately 1.5 per cent, confirmed it would vote against him, citing concerns that he was reducing the company's transparency and making it harder to understand how BP would manage risks associated with the energy transition.

Manifold did receive public support from Norway's sovereign wealth fund, which holds a stake of around 2.7 per cent in the company. The split between Legal and General and the Norwegian fund is significant because it reflects divergent views among two of the most influential long term institutional investors on how oil majors should be governed during the energy transition. For context, last year 24 per cent of investors voted against the re-election of BP's previous chair Helge Lund, even though he had already announced his departure, in what was described as a symbolic protest. In 2024, by contrast, Lund was backed by 96 per cent of voting shareholders, which is closer to a typical result for a UK board director.

 

Controversy Over the Excluded Follow This Resolution

 

The meeting was also shaped by BP's decision to exclude a shareholder resolution filed by Dutch activist investor Follow This and a group of pension funds. That resolution had asked BP to set out strategies for maintaining shareholder value in the event of declining oil and gas demand. Manifold stated that the resolution had not been submitted correctly and defended the decision by saying that BP was legally bound not to accept resolutions that did not comply with the rules.

Mark van Baal, Chief Executive of Follow This, said the defeat of BP's own climate reporting resolutions signalled that shareholders were unwilling to let the company quietly set aside its reporting commitments. Follow This is continuing with legal action over BP's decision to exclude its resolution, which means that the dispute is likely to remain active beyond the AGM itself and could attract further scrutiny from regulators and institutional investors over the coming months.

 

Capital Expenditure on Upstream Oil and Gas Under Pressure

 

A separate shareholder resolution, filed by the Australasian Centre for Corporate Responsibility and a group of other investors, called on BP to justify its capital expenditure on upstream oil and gas. More than a quarter of shareholders supported this resolution. Although it did not achieve a majority, the level of backing is significant under United Kingdom corporate governance norms, which require companies that face votes of this scale to consult their shareholders on the issue and report back on the outcome.

This consultation requirement means that the upstream capital allocation question will remain formally on BP's agenda during the coming months, and the company will need to engage with its investor base on how its spending plans align with longer term demand scenarios for oil and gas. For a company that has recently signalled a shift back toward hydrocarbons after a period of pivot toward renewables, the reinforced investor scrutiny of capital allocation is likely to affect both communication strategy and, potentially, future investment decisions.

 

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What the Result Signals for the Oil and Gas Sector

 

The BP result is relevant beyond the company itself because it establishes a signal for the wider oil and gas sector on how institutional investors are responding to the rollback of climate commitments. Several major European and North American oil companies have recently softened or delayed earlier climate targets, citing energy security concerns, hydrocarbon price volatility and the pace of the energy transition. The BP vote indicates that at least a portion of the investor base views transparency obligations as a minimum standard that cannot be diluted, regardless of broader strategic shifts.

The outcome also reinforces the role of shareholder voting as a functioning mechanism of accountability in the energy transition. Resolutions do not need to pass for them to have an effect, as the level of support registered on contested issues influences boardroom decisions, chair appointments and subsequent consultation processes. The combined pattern of the failed revocation votes, the 18 per cent vote against Manifold and the more than 25 per cent support for the upstream capital expenditure resolution shows that BP will face a sustained period of investor engagement on climate and governance issues regardless of the formal outcome of individual resolutions.

 

Background and Wider Context

 

BP is one of the largest energy companies listed in the United Kingdom and is a widely held security in global institutional portfolios, which gives its AGM outcomes reference value for the wider sector. Under UK corporate governance norms, companies are generally expected to demonstrate responsive engagement with investors on issues that attract significant minority support, and the thresholds triggered at this meeting will require visible follow up from the company's board and management team.

The broader context is that climate related shareholder activism has moved from being a peripheral concern to a mainstream feature of AGM season for major oil and gas companies. Investors, regulators and civil society organisations are increasingly aligned in pushing for more detailed disclosures, clearer transition plans and stronger governance around capital allocation in the hydrocarbon sector. The BP meeting provides a useful data point on how this alignment is translating into concrete voting behaviour, and is likely to influence how other oil majors approach their own AGMs over the coming year.

 

Source: FT