Assessing Virbac's Share Capital and Voting Rights Structure for 2026 Governance and Investment Strategy

In the evolving landscape of corporate governance, Virbac's share capital and voting rights structure remain pivotal to understanding its strategic direction and investment potential. As of October 2025, the company's share capital comprises 8,390,660 shares, with a gross total of 12,704,809 voting rights and a net total of 12,691,973 after accounting for non-voting shares. This structure, however, is heavily concentrated within the Dick family, which owns 50.09% of shares and 66.20% of voting rights, ensuring continued influence over corporate decisions. Marie-Hélène Dick, Chairperson of the Board, further solidifies this control with a 50.2% individual stake. Such concentration raises critical questions about governance dynamics and shareholder influence, particularly as institutional investors and regulatory frameworks evolve.

The Dick Family's Dominance and Institutional Investor Influence

The Dick family's dual control over share capital and voting rights underscores a family-centric governance model. This structure, while providing strategic continuity, may limit external shareholder influence. Institutional investors, including T. Rowe Price International Discovery Fund (1.49%), Vanguard Total International Stock Index Fund (0.71%), and BlackRock, Inc. (0.96%), collectively hold a modest stake. Their presence introduces a layer of accountability, yet their voting power pales in comparison to the Dick family's 66.20% dominance. This imbalance could lead to governance challenges, particularly if institutional investors seek to advocate for reforms or strategic shifts.

ISS 2026 Policy Updates: A Governance Crossroads

The 2026 proxy voting policy updates from Institutional Shareholder Services (ISS) introduce significant risks for companies with multi-class share structures, including Virbac. ISS now recommends voting against directors at firms with unequal voting rights unless exceptions apply, such as "as-converted" voting rights or limited-duration enhancements. This policy shift reflects growing investor demand for equitable shareholder treatment and could pressure Virbac to reevaluate its capital structure. For instance, if the Dick family's voting rights are deemed disproportionate to their ownership, ISS's stance might incentivize reforms like sunset provisions or adjustments to align voting rights with shareholding percentages.

Additionally, ISS's extended pay-for-performance evaluation period (from three to five years) and stricter scrutiny of non-employee director (NED) compensation could impact Virbac's executive remuneration practices. The company must ensure its compensation frameworks align with these standards to avoid adverse voting recommendations.

Virbac's Governance Resilience and Strategic Adaptability

Despite external pressures, Virbac's governance structure has demonstrated resilience. The company's consistent disclosures of share capital and voting rights-such as the April 2025 report of 12,705,921 voting rights and the July 2025 figure of 12,705,786- highlight its commitment to transparency. Furthermore, Marie-Hélène Dick's leadership as Chairperson reinforces a family-driven philosophy, which may resist dilution of control. However, the ISS policy updates could catalyze incremental reforms. For example, Virbac might introduce "as-converted" voting rights for preferred shares or implement governance mechanisms to address concerns about unequal voting power.

Implications for Investors

For investors, Virbac's governance structure presents both opportunities and risks. The Dick family's control ensures strategic coherence and long-term vision, which can be advantageous in capital-intensive sectors like veterinary pharmaceuticals. However, the concentration of voting rights may deter institutional investors seeking greater influence over corporate decisions. The ISS 2026 policies amplify this tension, as they could lead to shareholder activism or proxy contests if the family's governance model is perceived as misaligned with investor interests. Investors should monitor Virbac's response to ISS's policy updates, particularly its willingness to adapt its capital structure or enhance board accountability. A failure to address these concerns could result in reputational risks or governance-related shareholder lawsuits. Conversely, proactive reforms-such as introducing sunset provisions for enhanced voting rights- could strengthen investor confidence and align the company with evolving governance standards.

Conclusion

Virbac's share capital and voting rights structure for 2026 reflects a delicate balance between family control and institutional investor expectations. While the Dick family's dominance ensures strategic stability, it also exposes the company to governance scrutiny under ISS's 2026 policies. Investors must weigh the benefits of a cohesive leadership model against the potential for governance friction. As Virbac navigates this crossroads, its ability to adapt to external pressures while preserving its core values will be critical to sustaining long-term value creation.