Telefonica AGM OKs All Board Proposals, Confirms €0.15 Dividend and Transformation Strategy

Shareholders approved all board proposals at the AGM, including the 2025 accounts, auditor and director appointments, allocation of EUR 1,060m to voluntary reserves, and a cash dividend of €0.15 per share payable June 18, 2026.
The chairman outlined the "Transform and Grow" strategy to simplify the group, focus on four core markets (Spain, UK, Germany, Brazil), exit non-core Latin American markets, and pursue scale-driven European consolidation with the aim of becoming a leading "tech-telco" by 2030 and a top global telco by 2035.
Telefonica said it met its 2025 financial commitments with adjusted EBIT up ~2%, free cash flow from continuing operations of €2,069m, B2B revenue growth of 7.1%, and cited strategic moves like the Netomnia acquisition and acquiring FiBrasil's fiber to bolster network capabilities.
Telefonica (NYSE:TEF) convened its ordinary general shareholders’ meeting on second call with a quorum representing more than 65% of the company’s share capital, according to figures read into the record by the meeting’s secretary and later updated following the close of the speakers’ list.
Quorum and meeting procedures
Provisional attendance figures cited at the start of the meeting indicated 27,390 shareholders attending in person or by proxy, holding 3,720,786,545 shares and representing 65.62% of the company’s share capital. The chair declared a valid quorum for the meeting on second call, and the notary asked whether any attendees had reservations or protests concerning the attendance statements; none were reported at that time.
Later, final attendance data presented after the speakers’ list closed showed 27,661 shareholders present or represented, holding 3,726,013,000 shares, representing 65.71% of the company’s share capital.
The secretary also reviewed the process for shareholder interventions and voting, including procedures for remote participation and instructions related to proxy voting where directors could face conflicts of interest. Shareholders attending in person were instructed to register votes against or abstentions at designated desks; otherwise, votes would be deemed in favor of the proposed resolutions.
The secretary informed shareholders about the company’s annual corporate governance report for fiscal year 2025, filed with Spain’s securities regulator (CNMV) on Feb. 24, 2026, and made available on the company’s website. The secretary said Telefonica complies with “practically all” recommendations of Spain’s good governance code, while highlighting areas of partial compliance, including:
A 10% cap on the maximum number of votes a single shareholder may cast under Article 26 of the bylaws, described as a tool to protect minority shareholders.
The existence of a single combined Appointments, Remunerations, and Good Governance Committee, with no current plans to split it.
Disclosure practices around executive contracts, including that the chief operating officer’s severance conditions remain those from a prior contract.
The annual report on directors’ remuneration for fiscal year 2025 was described as approved by the board on Feb. 23, 2026 and filed the next day with the CNMV.
The meeting reviewed the principal proposed resolutions submitted by the board, including approval of 2025 annual accounts and reports, sustainability information, profit allocation, auditor appointments, board appointments, shareholder remuneration, and advisory and procedural items. Key items included:
Approval of Telefonica’s individual and consolidated annual accounts and management reports for fiscal year 2025, as prepared by the board at its Feb. 23, 2026 meeting.
Approval of the group’s consolidated non-financial and sustainability information for fiscal year 2025, with the secretary noting that PricewaterhouseCoopers (PwC) audited the financial information and verified the non-financial information.
Allocation of Telefonica, S.A. profits of EUR 1,060 million to voluntary reserves.
Re-election of PricewaterhouseCoopers Auditores, S.L. as statutory auditor for fiscal year 2026 and appointment of the same firm for fiscal years 2027-2029, following a public tender process.
Director proposals including the re-election of María Luisa García Blanco and the ratification/appointment of Anna Martínez-Balañá, César Mascaró y Alonso, and Mónica Rey Amado, as well as the appointment of Jane Thompson, all described as independent directors.
A proposed cash dividend of EUR 0.15 per share charged to free reserves, with payment scheduled for June 18, 2026.
Approval of a directors’ remuneration policy to apply from approval through fiscal years 2027-2029.
An advisory (consultative) vote on the 2025 annual report on directors’ remuneration.
Chairman outlines “Transform and Grow” strategy and 2025 performance
In remarks to shareholders, the chairman said the company had embarked about 15 months earlier on a “deep transformation” aimed at simplifying the organization, focusing on core markets, strengthening the balance sheet, and reducing exposure in Latin America. He described Telefonica’s strategic ambition as becoming “the best point of access” for citizens, companies, and institutions to digital technologies, with a goal of being among Europe’s best “tech-telcos” by 2030 and among the world’s best telcos by 2035.
The chairman said Telefonica was concentrating on four core markets—Spain, the United Kingdom, Germany, and Brazil—and stated the company had completed exits from Peru, Uruguay, Ecuador, Colombia, and Chile. He also cited the acquisition of Netomnia in the U.K. as aligned with the company’s approach to consolidation and network capabilities.
Discussing operations, he cited initiatives including an AI-capable cloud with low-latency processing and “17 edge nodes,” network resilience through automation, and the Titan Connect solution for secure and resilient connectivity in critical environments. He also referenced content success at Movistar Plus+ and cited several productions by name.
On financial performance, he said Telefonica met its 2025 financial commitments, with revenue growth and improved profitability. Among the figures he cited were adjusted EBIT growth of 2% (adjusted for exchange rates), free cash flow from continuing operations of EUR 2,069 million, and total access of 326 million, described as up 2% year over year. He also cited B2B growth of 7.1% and said IT revenue represented more than 48% of B2B revenue in 2025. He pointed to performance in Spain, Germany, and Brazil, including Vivo’s net profit growth of 11.2% in 2025 and 103 million mobile accesses, and said the company acquired 100% of FiBrasil’s fiber.
Shareholder questions on dividend, consolidation, infrastructure, and workforce
During the Q&A, a shareholder asked about the rationale for reducing the dividend and sought management’s view of share price performance. The chairman responded that dividend policy is part of capital allocation, taking into account cash flow generation and the financial flexibility needed for the company’s new phase. He reiterated a commitment to a EUR 0.15 cash dividend per share for 2026 and said, in the medium term, value creation would be driven by growth, financial flexibility, and cash flow generation. On share price, he said it would reflect the company’s ability to generate revenues, EBIT, “quality EBITDA,” and convert EBITDA into cash flow, adding that investor trust would be reflected in the share price as results improve.
Another shareholder asked about European telecom consolidation. The chairman said Telefonica views Europe as fragmented with “38 big operators” compared with three in the United States, China, and India, arguing that scale is needed to invest, develop technology, and compete. He said Telefonica intends to “lead or co-lead” consolidation, starting within individual markets before moving to a European level, while adding he could not discuss specific conversations or potential moves.
In responses led by CEO Emilio Gayo, management addressed questions about a redundancy plan, describing it as enabling the company to bring in specialized talent, improve employability through re-skilling, and advance new work models. He said the outcome in Telefonica España had been positive, emphasizing a negotiated process supported by unions and noting most exits were voluntary.
Gayo also responded to concerns about cabling and infrastructure in Spain, stating the company renews 50,000 posts per year and plans to increase that to 100,000, and that 60% of copper had been decommissioned with completion expected in the next 12 months. He said European funds received had been used for “dual use,” including rural 5G connectivity and fiber improvements and digitalization of customers and public administrations. He also addressed questions about pensions by noting allegations are made to Social Security and that channels exist for former employees to submit queries.
At the conclusion of the meeting, the secretary reported that there was sufficient majority to approve all board-proposed resolutions on the agenda, with final voting data to be published on the company’s corporate website.
About Telefonica (NYSE:TEF)
Telefónica, SA is a Spanish multinational telecommunications company headquartered in Madrid. Founded in 1924 as Compañía Telefónica Nacional de España, it has grown into one of the world's largest telecommunications groups. Telefónica provides a broad range of communications services to residential and business customers, including mobile and fixed-line telephony, broadband internet, and pay-TV. The company also develops and sells network infrastructure and related services to support connectivity at scale.
Beyond traditional voice and data services, Telefónica has expanded into digital and IT services aimed at enterprise customers and public-sector clients.