Royal Bank of Canada AGM: Directors, Auditor and Say-on-Pay Pass as 11 Shareholder Proposals Fail

Key Points

• At RBC’s 2026 AGM, all management-supported items were approved — including the election of 13 directors, appointment of PricewaterhouseCoopers as auditor and the non‑binding say‑on‑pay — while all 11 shareholder proposals were defeated, with 52.86% of eligible shares voted (preliminary).
• The 11 proposals, mostly filed by MÉDAC, sought measures on governance, youth inclusion, performance‑based compensation, AI and environmental and labor disclosures; the board recommended voting against them and noted ongoing engagement despite tensions, including Indigenous concerns about board ties to energy projects.
• CEO Dave McKay highlighted RBC’s financial strength and strategy, reporting CAD 20.4 billion in 2025 earnings, Q1 2026 earnings of CAD 5.8 billion (+13% YoY), a major acquisition and a global growth push, plus plans to deploy up to CAD 1 billion in a domestic growth fund and pursue up to CAD 1 billion in AI‑driven enterprise value by 2027.

Royal Bank Of Canada NYSE: RY shareholders voted on director elections, auditor appointment, executive compensation and 11 shareholder proposals at the company’s 2026 annual meeting of common shareholders, with all management-supported items approved and all shareholder proposals defeated, according to preliminary results announced during the meeting.

Meeting agenda and voting results

Board Chair Jacynthe Côté opened the meeting in Toronto and introduced CEO Dave McKay and Corporate Secretary Jessica Clinton. Côté said the meeting would consider items described in the 2026 proxy circular, including the election of directors, the appointment of the auditor, a non-binding advisory vote on executive compensation, and shareholder proposals.

Clinton nominated 13 director candidates, all current RBC directors, to serve until the next annual meeting. Clinton also moved to appoint PricewaterhouseCoopers as auditor until the close of the next annual meeting and made the motion for the advisory “say-on-pay” resolution for shareholders to accept RBC’s approach to executive compensation as disclosed in the proxy circular.

Following the close of voting, Clinton reported preliminary results. “The scrutineers have reported that 52.86% of eligible shares have been voted at this meeting,” she said, adding that “all board-recommended matters of business have been approved and all shareholder proposals have been defeated.” Clinton said final results would be posted on RBC’s website and SEDAR+.

Shareholder proposals focused on governance, labor, AI, disclosure and environment

Côté said there were 11 proposals submitted by MÉDAC and that the board and management recommended shareholders vote against each proposal for reasons described in the proxy circular. Willie Gagnon, speaking for MÉDAC, said the organization submitted more proposals than in some prior years, including several proposals that had been resubmitted.

In his remarks, Gagnon described proposals that included:

• Strengthening shareholder participation in annual general meetings, including requested disclosure of participation trends and a breakdown between individual and institutional investors.
• Youth inclusion in the bank’s bodies, which he framed as training youth to take part in board meetings.
• A “responsible performance-based compensation policy” tied to overall bank performance.
• A strategic diversification of skills within the board of directors, including questions about the skills matrix and urgency given the economic and financial context.
• Formal recognition of the systemic role of the board, including a proposed standing advisory committee on the systemic impact of the bank’s decisions.
• Proposals addressing forced labor and child labor, regulating AI, country-by-country reporting of non-confidential information, an advisory vote on environmental policies, circular economy, and in-person shareholder meetings.

Gagnon also said he found engagement with the bank “more and more difficult” compared with past years and questioned why MÉDAC was the only shareholder presenting proposals at this meeting. Clinton responded that RBC had discussions with MÉDAC and said she was sorry Gagnon was “not satisfied with the outcome,” adding that the bank looked forward to further conversations in coming years.

Comments and questions on energy and board oversight

During the question period on shareholder proposals, an operator identifying himself as Chief Na’Moks, hereditary chief of the Wet’suwet’en, raised concerns tied to proposal five, including the presence of director Thierry Vandal, whom he said was connected to TC Energy Corporation and therefore had interests tied to oil and gas projects. Côté responded that the board regularly assesses skills and qualifications needed for “the board of today” and “the board of tomorrow.” She also defended Vandal’s background, citing his prior role as CEO of Hydro-Québec and saying he brings broad understanding of energy globally. Côté added that he has received “extremely high ratings from shareholders,” saying he has been “always above 97% approval.”

Another shareholder, Jeff Carlson, argued that “we need more investment in traditional fossil fuel production and discovery, not less,” and encouraged RBC to expand fossil fuel investment. Côté thanked him for his comment.

Jesse Logan Stoppler, deputy chief of the Hagwilget Village Council, asked about proposal nine, the advisory vote on environmental policies, and criticized RBC’s fossil fuel financing and the bank’s relationship to LNG projects. Côté said, from the board’s perspective, RBC did not believe the proposal would help and that it was being put to a vote.

McKay responded with what he described as a macro perspective, saying Canada’s strategy around “energy security” and “prosperity” requires balance, including renewables, low-carbon energy supply and fossil fuels. He said RBC would support government initiatives to diversify energy sources and continue investing in energy sources that meet global demand and have economics or Indigenous participation, citing legal approvals and FPIC approvals.

McKay highlights financial results, strategy, and planned investment initiatives

After the formal business concluded, McKay highlighted RBC’s scale and results, saying the bank serves more than 19 million clients and delivered “strong financial results” in 2025. He said RBC completed “the biggest acquisition in our history” and launched a “bold global growth strategy” at its 2025 Investor Day.

McKay said RBC generated “CAD 20.4 billion in earnings” in 2025 with return on equity of 16.3% and returned “over CAD 11 billion” to shareholders through dividends and buybacks. He also reported first-quarter 2026 earnings of “CAD 5.8 billion,” up 13% year-over-year, with ROE of 17.6% and a CET1 ratio of 13.7%.

On business performance, McKay said RBC holds the number one market share in key personal and business banking product categories in Canada and has ranked highest among the big five banks in customer satisfaction by J.D. Power “for the fifth time in six years.” He pointed to wealth management assets under administration reaching record levels and capital markets revenue growth, and he highlighted RBC Clear, a U.S. transaction banking platform, saying it had onboarded over 180 clients and $23 billion in deposits since launching in 2024 toward a $50 billion medium-term target.

McKay also discussed Canada’s investment needs, citing new RBC research that he said would show Canada needs “CAD 1.8 trillion in capital investment over the next decade,” with most capital coming from the private sector. He said RBC intends to launch an initiative to accelerate economic growth in Canada, including plans to form and invest in a growth fund and make direct equity investments, with an ambition to deploy “up to CAD 1 billion” over coming years to help companies build and scale in Canada.

McKay said RBC created an “AI Group” earlier in the year that reports to him, with a goal to accelerate AI transformation and deliver “up to CAD 1 billion in AI-driven enterprise value by 2027.” He also cited employee community contributions, saying RBC employees made “CAD 33.6 million” in personal donations last year.

About Royal Bank Of Canada NYSE: RY

Royal Bank of Canada NYSE: RY is a diversified financial services company and one of Canada's largest banks. Founded in 1864 in Halifax, Nova Scotia, the firm is now headquartered in Toronto, Ontario. It provides a broad range of banking and financial services to individuals, businesses, and institutional clients through a network of branches, digital platforms and international offices.

RBC operates across several principal business segments including personal and commercial banking, wealth management, insurance, investor and treasury services, capital markets, and global asset management.

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