Pension funds behind a climate shareholder resolution blocked by BP have announced they will vote against a board resolution on climate reporting to signal their discontent.
The announcement comes after BP rejected a legal ultimatum sent by Follow This, the activist group behind the shareholder resolution, in the wake of BP declining to include the shareholder proposal in its annual general meeting (AGM) notice. The letter gave BP one week – until yesterday, 1 April – to make amends.
There has been speculation that BP’s move could lead to an increase in votes against directors at the AGM on 23 April, but Follow This and 12 of its 16 co-filers are focusing on resolution 23.
Resolution 23 has been put forward by the board of BP and asks shareholders to approve the scrapping of two previous resolutions that require climate-related 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 wrote in an open letter to BP.
“We intend to vote accordingly, and we encourage investors who share our concern for shareholder rights and board accountability to consider doing the same.”
IPE understands that for BP the matter at hand is simply one of whether the legal conditions for the shareholder resolution have been met, which it considers not to be the case.
The other four institutional investors that co-filed the shareholder resolution will declare their voting intentions later, Follow This said in a statement. The ones who signed the open letter include Bernische Pensionskasse, Ethos Foundation, and Falkirk Council Pension Fund.
BP sees duplication, distraction
Mark van Baal, chief executive officer of Follow This, told IPE that Follow This is considering different legal avenues in the wake of BP’s rejection of the letter before action and that deciding on the protest vote was the best course of action in the short term.
He said the shareholder group decided to focus on resolution 23 because its request is “quite a step back” and because investors are hesitant to vote against an incoming chair or CEO. BP officially has a new CEO as of yesterday – Meg O’Neill – while Albert Manifold took over from Helge Lund as board chair after last year’s AGM.
Resolution 23 asks shareholders to annul previous resolutions that bind BP to produce disclosures on aspects such as the alignment of its strategy with the Paris Agreement, capital expenditure against Paris goals and metrics on investment allocation. The resolutions were passed in 2015 and 2019 as special resolutions, so they are part of the company’s constitution.
BP sees the resolutions as duplicative, having been superseded by developments in mandatory disclosure frameworks. It also says the additional and at times overlapping requirements of the past resolutions do not support the standardised disclosures that investors are asking for and “detract from the clarity of BP’s reporting”.
“The board believes revocation is in shareholders’ best interests, while reaffirming BP’s commitment to material, comparable disclosures and its net zero ambition,” it has said.
If more than 25% of shareholders vote against resolution 23, it will not pass. Last year, 24% of shareholders voted against Lund, although this will likely have reflected opposition to BP backtracking on its climate commitment as well as disgruntlement that it wasn’t going far enough in that direction.
Van Baal considers a 25% vote against resolution 23 conceivable.
“The concerns among shareholders are larger now than they were in 2025,” he said.
Follow This also said it would vote against the re-appointment of the chair at this year’s AGM and against a resolution to allow virtual-only meetings.
It will support a shareholder resolution filed by the Australasian Centre for Corporate Responsibility that asks BP to justify its upstream oil and gas spending, which BP has accepted.
