Proxy adviser Glass Lewis has recommended that Avio shareholders vote in favour of a set of proposed bylaw amendments that would reduce the maximum size of the company’s board of directors. The recommendation comes after a separate proxy adviser, Institutional Shareholder Services (ISS), recommended against the proposed changes, setting up a tense run-up to a 3 March Extraordinary General Meeting.
Avio announced on 29 January that it would convene an Extraordinary Shareholders’ Meeting to vote on a series of amendments to the company’s bylaws. The company said the changes were intended to align its governance structure with its growth, including its expansion into the US market with a new $500 million manufacturing facility, its evolving shareholder base following a €400 million capital increase, and recent changes to Italian corporate law.
The most notable proposed change would fix the number of directors on the company’s board at nine and alter how the seats are allocated. The largest shareholder group would appoint seven directors, while minority shareholders would collectively appoint two, down from three under the current system.
On 17 February, Avio released a rebuttal to an ISS recommendation to vote against the proposed changes, penned by CEO Giulio Ranzo. In the rebuttal, Ranzo explained that the company’s increased exposure to the US market required it to appoint “more experienced” directors, an effort that would require offering remuneration commensurate with “their more sophisticated competencies.” He added that limiting the number of board seats was, as a result, necessary to avoid burdening the company with higher fixed costs. While Ranzo’s rebuttal is public, the contents of the ISS recommendation are not.
On 26 February, Italian financial publication Il Sole 24 Ore Radiocor reported that a separate proxy adviser, Glass Lewis, had weighed in and advised its clients to vote in favour of the amendments. According to the report, the recommendation described the proposed changes to the board size as “reasonable” and stated that the proposed changes, taken as a whole, would not impact shareholder interests.
With shareholders now receiving conflicting guidance from the two leading proxy advisers, attention turns to the upcoming vote. The Extraordinary Shareholders’ Meeting is scheduled for 3 March 2026 at 17:00 CET and will be conducted via a single conference call.
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