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Several of Germany’s largest asset managers plan to vote against the re-election of Thomas Rabe as chair of Adidas, citing concerns over his multiple mandates and a failure to implement a promised succession plan.
DWS, the asset management arm of Deutsche Bank, told the Financial Times that it would vote against Rabe’s re-election as chair of the German sportswear company’s advisory board at the annual meeting on Thursday because of a “repeated breach of expectations”.
Hendrik Schmidt, corporate governance analyst at DWS, said the asset manager had issued Rabe with a “yellow card” last year because it was concerned about his dual role as chief executive of media group Bertelsmann.
DWS decided then to withhold opposition to his reappointment only after getting assurances that a succession plan would be in place by this year’s AGM. It would now vote against him because that promise was not kept and Rabe had decided to stand for another one-year term.
Deka and Allianz Global Investors are among other big German investors that have also reversed their stance and now plan to oppose Rabe’s re-election. Union Investment, which voted against him last year, said it would do so again on Thursday.
Together, the four asset managers control about 5 per cent of Adidas shares and rank among its top 15 shareholders. Rabe needs to win the backing of a majority of Adidas’s voting shareholders to be re-elected. Adidas refused to comment on “speculation.”
Rabe has presided over a tumultuous period that included the collapse of the lucrative Yeezy partnership following antisemitic remarks by designer and rapper Ye in 2022. But the company has since staged a recovery under new chief executive Bjørn Gulden, appointed in 2023.
Proxy advisory firm Institutional Shareholder Services has also recommended voting against Rabe, citing an “excessive number of mandates” and “insufficient” gender diversity at Adidas, which has four women and twelve men on the supervisory board.
The growing backlash against Rabe, who has chaired the Adidas advisory board since 2020, highlights a broader shift in Germany against the practice of boards being chaired by sitting chief executives or former chiefs of the same company.
Investors have increasingly raised concerns about independence, oversight quality and board professionalism — prompting a retreat from the practice in recent years.
Rabe, who already faced criticism for combining the Adidas chair with his leadership of Bertelsmann, limited his term to one year in 2024, when he was re-elected last year with just 69 per cent of shareholder support.
That level of support was a relatively low result by German standards and the figure could fall further this year as key investors lose patience.
Bertelsmann declined to comment. Adidas referred to Rabe’s letter to shareholders ahead of the AGM, in which he said his continued leadership was “necessary to further ensure a sustainable turnaround” at the company.
He said a “smooth handover” would require “intensive preparation and evaluation,” justifying another year in the role before he stepped down “for good”.
“We are aware that this changes our initial plan and the decision to do so was not an easy one,” he said in the letter, in which he also pledged to improve the board’s gender diversity during next year’s elections.
While ISS is urging shareholders to oppose Rabe, rival proxy adviser Glass Lewis said such a move would be “disproportionate,” citing his stated intentions and the absence of alternative candidates.
