Investors call on BP shareholders to vote against board resolution in protest over blocked shareholder resolution

Follow This and 12 major investors will vote against BP’s resolution 23. This protest follows the board’s refusal to include a valid climate proposal.
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Follow This and 12 investors announce votes against resolution 23, which would scrap climate disclosures

PRESS RELEASE 

Follow This and 12 institutional investors have announced they will vote against resolution 23 at BP’s AGM on 23 April. Their decision is set out in an open letter to BP’s board, shared with 1,800 investors, and follows BP’s repeated refusal to put their validly filed shareholder resolution to a vote at the same AGM. Resolution 23 is a board proposal to scrap existing climate disclosures.

“A vote against Resolution 23 is now the most relevant expression of disagreement with BP’s current approach to governance and shareholders’ rights,” the investors write to BP’s directors.

If more than 25% of shareholders vote against resolution 23, it will not pass. In 2025, 24% of shareholders voted against BP’s chair. A similar proportion voting against resolution 23 would defeat it.

“The concerns among shareholders are larger now than they were in 2025. This outcome is conceivable,” said Mark van Baal, CEO of Follow This.

Refused shareholder resolution

Follow This and 16 co-filing institutional investors managing over €1 trillion in assets filed a shareholder resolution requesting BP to disclose a strategy for creating shareholder value under scenarios of declining oil and gas demand. BP refused to include the resolution in its AGM notice, becoming the first FTSE-100 company to block a validly filed shareholder resolution under the UK Companies Act 2006.

Legal update

Follow This subsequently instructed law firm Mishcon de Reya to send a formal letter before action (LBA) to BP. The letter urged BP to include the resolution by April 1 and warned of legal consequences, including the directors committing an offence. BP has responded confirming it will not comply, setting out its arguments. Follow This, its lawyers, and institutional investors are currently studying BP’s response and discussing how to proceed legally. Now that the matter will not be resolved before the AGM on 23 April, BP could be required to convene an extraordinary general meeting at its own expense.

“While we are discussing how to proceed legally, the best signal investors can give at the AGM is a strong vote against resolution 23,” Van Baal says.

Shell, facing an almost identical resolution, confirmed its validity and will include it in the notice for its AGM on May 19, 2026.

Board resolution 23 scraps climate disclosures

Board resolution 23 asks shareholders to approve scrapping two previous resolutions. The 2015 resolution required reporting on emissions management, IEA scenario resilience, low-carbon investment, climate-linked KPIs, and public policy positions. The 2019 resolution demanded Paris-aligned strategy disclosure, capex evaluation against Paris goals, and metrics on investment allocation, emissions targets, carbon intensity, and executive remuneration linkage. These resolutions passed passed with respectively 98% and 99% of the vote at AGMs. Resolution 23 would eliminate these commitments.

Follow This and BP

In 2020, Follow This withdrew its climate resolution after then-CEO Bernard Looney committed to setting emissions reduction targets—an agreement announced in a joint press release with BP.

In 2021, 20% of BP’s shareholders – including BlackRock – voted in favour of the Follow This climate resolution calling for stronger emissions targets.

List of institutional investors that co-filed and signed the letter

Of the 16 co-filers, 12 have signed the open letter. The remaining co-filers will declare their vote at a later date.

  • Bernische Pensionskasse
  • Ethos Foundation
  • Falkirk Council Pension Fund
  • La Financière de l’Echiquier
  • Lothian Pension Fund
  • Mercy IS
  • Ofi Invest AM
  • Ostrum AM
  • Pensionskasse Stadt Zürich
  • Retraites Populaires
  • Sierra Club Foundation
  • West Yorkshire Pension Fund


Other significant resolutions

Follow This will also vote against resolution 4 (re-appointment of the chair) and resolution 22 (to allow virtual-only meetings) to signal governance concerns. Moreover, Follow This will support resolution 24 that requests BP to justify its upstream oil and gas spending, filed by ACCR and a group of investors.

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