Proxy advisers back investor challenge to Swatch family control

Swatch’s annual meeting became a test of whether minority investors can finally pry at the edges of one of Switzerland’s most durable family-controlled companies, after Institutional Shareholder Services and Glass Lewis backed Steven Wood’s bid for a bearer-shareholder board seat.

The vote was set for a virtual Ordinary General Meeting of Shareholders on Tuesday, May 12, 2026, at 10:00 a.m. CEST, held without a physical venue under article 701d of the Swiss Code of Obligations. Wood, through GreenWood Investors, owns about 0.5% of Swatch and has pressed for stronger oversight, more board renewal and a clearer succession plan. His challenge pits him against Swatch nominee Andreas Rickenbacher.

The recommendation from the proxy advisers matters because the Hayek family still holds decisive influence. Earlier Reuters reporting put the family’s voting control at about 44% even though it owns a smaller equity stake, giving Nayla Hayek, Nick Hayek and Marc Alexander Hayek an outsized say over strategy and board composition.

Wood’s case has gained traction as Swatch’s performance has weakened. The company’s 2024 annual report pointed to weak consumer spending in China as a major drag on profitability. Industry reporting on the 2024 results said net profit fell 75% to CHF 219 million, while 2025 trading was also described as mixed as subdued demand persisted in Greater China, including Hong Kong and Macau.

That slump has sharpened scrutiny of a board Wood argues is too entrenched. The average director tenure is around 20 years, a detail that has become central to his governance critique. Swatch has already made some concessions, including expanding the board and creating a separate bearer-shareholder vote, but the company’s control structure remains intact.

The contest also carries a succession question. Nayla Hayek is 74 and Nick Hayek is 71, a fact that has deepened investor concern about how the company plans for leadership transition at a time when luxury demand is under pressure and investors are asking whether long tenure has become a liability.

Swatch has defended its nominated director as a source of valuable experience and stronger oversight, and it has pushed back against the idea that proxy advisers are undermining long-term stewardship. Still, the pressure is real. At Swatch’s 2025 annual meeting on Wednesday, May 21, 2025, shareholders rejected Wood’s board candidacy, with 79.2% voting against him.

This year’s vote was less about one seat than about whether weak performance is finally eroding the Hayek family’s grip on an iconic brand. Even if the family retains control, a stronger protest could force more scrutiny of governance, succession and the company’s strategy in a sluggish luxury market.