A closer look at shareholder votes against auditor ratification – 2024

Among the various proposals presented during proxy season, shareholder votes on auditor ratification continue to be a key topic year after year. Held during the annual general meeting, the auditor ratification vote gives shareholders a chance to voice their views on the company’s external auditor. Each year, Ideagen Audit Analytics examines trends in how shareholders cast their votes on this issue. 

Average votes against auditor ratification 

From January 1, 2018 to December 31, 2024, our analysis shows that the average percentage of votes cast in favor of auditor ratification was 97.7%, with the average percentage of votes against auditor ratification being 1.9%. The final 0.4% of total shareholder votes cast represents the percentage of votes abstained.  

Proposals with more than 5% votes against 

During the 2018–2024 period, approximately 93% of proposals had votes cast where less than 5% of votes were against auditor ratification. 2,180 auditor ratification proposals received 5% or more of votes against.  

17,061 ratification proposals resulted in 0-1% of votes against shareholder ratification; alternatively, there were only 66 instances where more than 25% of total shareholder votes moved against ratifying the auditor. 

Votes against in 2024 

The following companies had the highest percentage of votes against auditor ratification in 2024: 

Highest shareholder votes against the auditor 

Since 2018, there have been 9 instances where more than 50% of a company’s shareholders voted against auditor ratification. 

VIRCO MFG CORPORATION audited by Deloitte & Touche LLP, comes in tenth place in the list with about 47% of votes against auditor ratification.  

Three of the top 10 highest votes against shareholder ratification since 2018 occurred in 2024.  

• Medinotec Inc., audited by BDO South Africa Inc  
• Allied Gaming & Entertainment Inc., audited by Marcum LLP 
• UPEXI, INC., audited by BF Borgers CPA PC 

S&P 500 

When examining the highest levels of shareholder opposition to auditor ratification among S&P 500 companies in 2024, the overall percentages appear relatively low. Nonetheless, these figures are still significant enough to raise concerns—particularly within this group of large-cap firms. 

Trimble Inc., audited by Ernst & Young, tops the list at 16.2% of votes against auditor ratification. This is a significant percentage as the year prior, Trimble Inc. only had 8.6% of votes against auditor ratification – the 2024 numbers showed almost a double in the percentage. In April of 2025, Trimble Inc. dismissed Ernst & Young and engaged KPMG LLP as their auditor.