Virbac's Share and Voting Rights Structure: Implications for Corporate Governance and Investor Influence

The disparity between Virbac’s reported net voting rights (12,692,605) and total shares (8,390,660) raises critical questions about its corporate governance structure and the balance of power among shareholders. This discrepancy, coupled with the Dick family’s entrenched control—holding 65.9% of voting rights and over 50% of shares—suggests a capital structure that prioritizes founder influence while potentially limiting broader shareholder participation. For investors, understanding this dynamic is essential to assessing governance risks and strategic alignment.

A Concentrated Voting Power

Virbac’s governance framework is anchored by the Dick family, whose voting rights far exceed their economic ownership. According to the company’s 2025 disclosures, the family maintains 65.9% of voting rights despite owning less than 50% of shares [1]. This implies a dual-class share structure where certain classes carry disproportionately higher voting power. While Virbac’s press releases and Euronext filings do not explicitly detail the mechanics of these classes, the numerical gap between shares and voting rights (e.g., 12.7 million voting rights vs. 8.4 million shares) strongly indicates that some shares confer multiple votes [2].

This structure aligns with broader trends in family-controlled firms, where concentrated voting rights ensure founder influence over strategic decisions. For Virbac, this has translated into a board composition that includes only two independent directors out of seven, with collegial decision-making emphasizing executive oversight [3]. While the company cites stability and long-term vision as benefits, such concentration risks entrenchment, particularly in industries like veterinary pharmaceuticals, where regulatory and R&D challenges demand agile governance.

Treasury Shares and Governance Transparency

A further layer of complexity arises from Virbac’s use of treasury shares, which do not carry voting rights. These shares, held in excess of 1.1 million units as of early 2025, are leveraged for performance-based stock grants [4]. This practice reduces the net voting rights available to external shareholders, compounding the Dick family’s dominance. For instance, in January 2024, gross voting rights totaled 12,774,410, but net voting rights dropped to 12,686,129 after excluding non-voting treasury shares [5]. Such adjustments, while standard, underscore the need for investors to scrutinize not just share counts but also the distribution of voting power.

Governance Risks and Institutional Investor Dynamics

The Dick family’s control, while a source of strategic continuity, introduces governance risks. Institutional investors, who collectively hold 58% of shares as of June 2025 [6], face limited leverage in corporate decisions, including board nominations and executive compensation. This is evident in the recent appointment of Paul Martingell as CEO, a decision made without detailed shareholder input [7]. While Virbac’s governance policies emphasize transparency—such as regular Euronext disclosures—these measures may not mitigate the inherent tension between concentrated voting rights and shareholder democracy.

Comparative governance frameworks, such as the CII’s guidelines, advocate for at least two-thirds independent board members and clear disclosure of voting rights structures [8]. Virbac’s current setup, with only two independent directors, falls short of such benchmarks, potentially deterring institutional investors prioritizing ESG criteria.

Strategic Implications for Investors

For equity holders, Virbac’s structure presents a double-edged sword. On one hand, the Dick family’s long-term orientation has driven strategic acquisitions, such as the 2024 Sasaeah deal, to bolster its veterinary antibiotics portfolio [9]. On the other, the lack of dispersed voting power may hinder shareholder value if the board resists external scrutiny or fails to adapt to market shifts. Investors must weigh these factors against the company’s financial performance and governance disclosures.

Conclusion

Virbac’s share and voting rights structure exemplifies the trade-offs between founder control and shareholder influence. While the Dick family’s dominance ensures strategic coherence, it also raises concerns about governance flexibility and accountability. For investors, the key lies in evaluating whether this structure aligns with their risk tolerance and long-term outlook. As corporate governance standards evolve, Virbac’s ability to balance these dynamics will remain a critical factor in its market resilience.

Source:
[1] Corporate Governance Framework, [https://corporate.virbac.com/home/discover-virbac/governance.html]
[2] Euronext Share and Voting Rights Declarations, [https://live.euronext.com/en/listview/company-press-release/024155]
[3] Virbac Board Composition, [https://corporate.virbac.com/home/discover-virbac/governance.html]
[4] Treasury Shares and Performance Grants, [https://docs.publicnow.com/30833AC752F3E80E6441A4293F1725CDF1B13266]
[5] Virbac Share and Voting Rights Report, [https://app.researchpool.com/provider/globenewswire/virbac-sa-virp-virbac-declaration-of-the-number-of-shares-and-voting-rights-012024-uonNO5F3il]
[6] Institutional Shareholder Concentration, [https://ebs.publicnow.com/view/EE6D53903DA02A38F7326447619C2E162FFBF85D]
[7] CEO Appointment Disclosures, [https://corporate.virbac.com/home/investors/shareholders-area.html]
[8] CII Corporate Governance Policies, [https://www.cii.org/corp_gov_policies]
[9] Sasaeah Acquisition Analysis, [https://www.grandviewresearch.com/industry-analysis/veterinary-antibiotics-market-report]