Bayer Aktiengesellschaft ETR: BAYN used its latest Annual Stockholders’ Meeting to highlight progress on a multi-year turnaround, outline expectations for 2026, and provide updates on major litigation and governance items, including a leadership transition in the finance function and changes to the Supervisory Board.
Virtual meeting format and governance changes
Norbert Winkeljohann, Chairman of the Supervisory Board, opened the meeting and said the company again opted for a virtual format under an authorization granted at the 2025 Annual Stockholders’ Meeting by “a majority vote of over 75%.” He cited broad shareholder participation, prior experience with virtual meetings, investor feedback, sustainability, and cost considerations. Winkeljohann said shareholder rights in the virtual meeting “correspond to those in the physical meeting.”
Winkeljohann introduced Judith Hartmann, who joined Bayer’s Board of Management on March 1, 2026 and is set to become CFO on June 1, 2026, succeeding Wolfgang Nickl, who will retire as planned. Hartmann told shareholders that Bayer’s mission—“Health for All, Hunger for None”—guided her onboarding, which included visits across multiple countries. She said she brings international experience from roles at ENGIE, GE HealthCare, and Bertelsmann, and most recently Sandbrook Capital.
In its Supervisory Board report, Winkeljohann said the Supervisory Board extended CEO Bill Anderson’s contract and extended Stefan Oelrich’s contract as head of Pharmaceuticals through January 1, 2029. He also said the Supervisory Board extended Heike Prinz’s contract as labor director through August 31, 2028.
2025 results and 2026 outlook
CEO William N. Anderson reviewed the company’s performance and reiterated priorities first laid out in March 2024: revitalizing the pipeline, reducing debt, “significantly contain[ing] litigation,” tackling bureaucracy, and focusing the company on its mission. Anderson said, “No corner of the company is the same as it was,” describing Bayer as “leaner and faster.”
Anderson reported 2025 sales of EUR 45.6 billion, core earnings per share of 491, free cash flow of EUR 2.1 billion, and net financial debt reduced to EUR 29.8 billion. He said Bayer expects net financial debt to increase in 2026 due to litigation-related expenses and projected negative free cash flow in 2026 due to litigation payouts. He added that, before foreign-exchange changes, Bayer expects 2026 core EPS “roughly in line with last year.”
Winkeljohann said the Supervisory Board approved the Board of Management’s proposal to pay a dividend of EUR 0.11 per share, and noted this reflects the previously announced policy of paying only the legally required minimum for three fiscal years from 2023 through 2025.
Litigation strategy and financing plans
Anderson and management emphasized progress on litigation containment, including the Roundup/glyphosate matters. Anderson said Monsanto announced a class settlement in February that received preliminary approval in early March. He also said the U.S. Supreme Court will hear a case with oral arguments scheduled “next Monday,” calling it “a big milestone.”
In response to shareholder questions, Anderson said the class settlement and the Supreme Court case “complement each other” and that Bayer analyzed the timing carefully. CFO Wolfgang Nickl said the company is “confident that the proposed class action settlement will be implemented and that the Supreme Court will decide in our favor,” describing the settlement and Supreme Court process as “independently necessary” and mutually reinforcing.
Nickl said Bayer does not intend to use capital increases to finance litigation measures, adding that financing has been secured through a credit line and could include senior bonds and structured products that rating agencies may classify similarly to equity. He said the company expects around EUR 5 billion of cash outflows in 2026 related to lawsuits and said Bayer remains in close dialogue with rating agencies.
Operating model, AI, and divisional updates
Management and the Supervisory Board highlighted Dynamic Shared Ownership (DSO) as a key element in reducing bureaucracy. Heike Prinz said DSO has reduced hierarchy, increased responsibility within teams, and accelerated decision-making. She said Bayer has removed six organizational levels, reduced management positions by two-thirds, and achieved savings of EUR 700 million in 2024 and EUR 800 million in 2025, with a target of EUR 2 billion in sustainable organizational savings by the end of 2026.
On Pharmaceuticals, Stefan Oelrich said the acute patent cliff is being addressed, with launch products offsetting expected declines. He cited Nubeqa and Kerendia, as well as launches including Beyonttra and Lynkuet, and said the company is optimistic about bringing Asundexian to market “by the end of the year or at the beginning of next year.”
On Crop Science, Rodrigo Santos said the division plans “10 blockbusters launch within the next decade,” each with expected peak sales above EUR 500 million. He said Bayer expects these blockbusters and annual portfolio refresh activities to add more than EUR 3.5 billion to the top line by the end of 2029, and noted Plenexos has launched in Latin America and is expanding to further markets. Santos also said the company is monitoring geopolitical and cost pressures, including fertilizer costs, but “at present” does not see evidence of consequences extending into 2027 based on currently known information.
Anderson and Winkeljohann also discussed the use of artificial intelligence. Anderson said Bayer is exploring AI to accelerate development and unlock “the extensive Bayer intellect,” while the Supervisory Board said it views AI as a growing priority and is also evaluating ways to use AI in its own work.
Voting outcomes and Supervisory Board elections
Shareholders voted down a proposal to require individual ratification votes for Board and Supervisory Board members, with Winkeljohann reporting 96.51% against. The meeting approved key resolutions, including:
- Profit appropriation (98.63%)
- Ratification of actions of the Board of Management (96.65%) and Supervisory Board (95.48%)
- Election of Marcel Smits (97.89%) and Alfred Stern (92.3%) to the Supervisory Board
- Approval of the compensation report (88.93%)
- Auditor elections, including Deloitte for 2026 financial reporting and sustainability assurance and PricewaterhouseCoopers for a potential review for the first quarter of 2027, reflecting mandatory auditor rotation requirements
Winkeljohann noted that Paul Achleitner and Colleen Goggins will not stand for re-election, and that employee representative Frank Löllgen will step down at the end of the meeting. He also said the next ordinary Annual Stockholders’ Meeting is planned for April 30, 2027.
About Bayer Aktiengesellschaft ETR: BAYN
Bayer Aktiengesellschaft, together its subsidiaries, operates as a life science company worldwide. It operates through Pharmaceuticals, Consumer Health, and Crop Science segments. The Pharmaceuticals segment offers prescription products primarily for cardiology and women's health care; specialty therapeutics in the areas of oncology, hematology, and ophthalmology; and diagnostic imaging equipment and digital solutions, and contrast agents, as well as cell and gene therapy. The Consumer Health segment markets nonprescription over-the-counter medicines for self-medication and self-care; and solutions for nutritional supplements, allergy, cough and cold, dermatology, pain and cardiovascular risk prevention, and digestive health.
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