2025 Latin America Season Review

• Meeting Concentration: Meeting concentration at the end of proxy season remained elevated in the two largest Latin American markets for 2025, with approximatly around 57 percent of all shareholder meetings for Brazilian issuers and 51 percent of meetings for Mexican issuers occuring during the final four business days of April. 
• Diverging Director Election Trends: Since 2020, the year the COVID-19 pandemic was first declared, the proportion of Brazilian companies carrying out slate elections has consistently increased, while unbundled elections have fallen from a peak of 41 percent in 2019 to 25 percent in 2025. Conversely, for issuers that provide timely nominee disclosure in Mexico, the largest Spanish-speaking market, the opposite trend has emerged, with unbundled elections increasing in recent years, reaching a peak of around 58 percent in 2025. 
• Important Votes for Minority Shareholders: Key meetings during 2025 highlighted the importance of the minority shareholder vote in Brazil. EGMs for two contentious meetings, Carrefour’s takeover of its subsidiary Atacadao and JBS’ reincorporation to the Netherlands and transfer of listing to the US—both required approvals excluding votes from their controlling shareholders. While both were ultimately approved by narrow margins, their approvals remained uncertain until the dates of the meetings. 
• Rejection of Novo Mercado Reform: On July 1, 2025, the São Paulo Stock Exchange (B3) disclosed that companies in Brazil’s highest corporate governance listing segment, the Novo Mercado, rejected all 25 proposals presented to reform the segment. The proposed changes would have included potential governance improvements, such as a mechanism to flag companies experiencing critical governance or financial events, increased board independence requirements, limits on overboarding, and a tenure limit for independent directors. 
• New Corporate Governance Code in Mexico: Mexico published a new corporate governance code in 2025, its first update since 2018. The updated best practices code incorporates sustainability concepts, recommends practices for remote shareholder meetings, and strengenthens board independence, amongst other changes. 

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