BP’s decision to exclude a Follow This shareholder resolution from its 2026 AGM has moved beyond a technical dispute and into a direct test of board authority. That shift became explicit this week, when Follow This and 12 cofiling investors urged shareholders in an open letter to vote against Resolution 23 at BP’s 23 April AGM. The letter was sent to around 1,800 investors and shared online, framing the issue as one of governance and shareholder rights rather than climate policy.

The escalation matters because it relocates the argument from legal interpretation to shareholder judgment. Investors are no longer being asked only whether BP was entitled to exclude a proposal, but whether its response to challenge has been proportionate and credible.

From Exclusion to Escalation

BP initially confirmed that the Follow This resolution met submission thresholds before later refusing to circulate it, arguing that the wording was inconsistent with statutory and constitutional requirements and could therefore be excluded under the Companies Act and BP’s Articles of Association. BP has also said that, having taken legal advice, the board concluded the proposal was not valid because it would be ineffective as a direction by shareholders to the board were it to pass at the AGM, adding that all legally valid resolutions which are properly requisitioned will be put to shareholders. Follow This disputes that interpretation and maintains the resolution was validly filed.

BP has accepted five previous Follow This resolutions since 2016 and, in 2020, collaborated on a joint proposal. Against that history, the outright exclusion of the 2026 resolution is unusual. Investor attention has intensified further because Shell has accepted a near identical Follow This resolution for its own 2026 AGM, while BP has accepted a separate climate-related disclosure proposal from the Australasian Centre for Corporate Responsibility. The contrast has raised questions about consistency in how BP applies its Articles across similar requests.

Resolution 23 as a Governance Signal

The immediate focus is now Resolution 23, a board sponsored special resolution that would revoke supermajority disclosure mandates approved in 2015 and 2019. Those mandates underpin climate related reporting that BP has long treated as best practice.

By urging investors to oppose Resolution 23, Follow This and its co-filers have reframed the issue. In their open letter to BP’s board, the group argues the vote is no longer about the excluded proposal, but about whether shareholders accept the board unwinding prior disclosure commitments after blocking a resolution that relied on them.

Resolution 23 would roll back two shareholder approved commitments, reducing disclosures relevant to portfolio analysis and cutting against both established practice and the intent of the Follow This resolution. As it requires 75 percent support, and with more than 24 percent dissent recorded last year, passage is uncertain. A defeat would signal clear limits on board discretion.

Unprecedented

One of the most consequential features of the case is the absence of clear precedent. Follow This has said it is not aware of another recent instance in which a FTSE 100 company has excluded an otherwise eligible shareholder resolution from its AGM agenda, a view reportedly shared by legal commentators.

If BP’s approach goes unchallenged, it may widen expectations of how far UK boards can go in filtering shareholder proposals before they reach the ballot, and in revisiting earlier shareholder mandates when those mechanisms are used to apply pressure.

Credibility on the Line

For BP, the episode comes at a sensitive moment. At its 2025 AGM, around a quarter of shareholders voted against the re-election of the chair, signalling investor frustration with the board’s handling of climate strategy and its responsiveness to shareholder concerns. How the Follow This resolution was handled risks reinforcing concerns that the board is managing dissent rather than engaging with it.

The outcome of Resolution 23 will therefore be read as a governance signal. A vote against it would suggest shareholders are drawing limits around board discretion. Whatever the result, BP’s AGM is likely to shape how investors approach exclusions and escalation across the 2026 proxy season.

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