Trends and Updates from the 2025 Proxy Season

2025 Proxy Season Highlights

FEWER PROPOSALS, LESS SUPPORT

There has been a drastic reduction in the overall number of shareholder proposals, in part due to the SEC’s willingness to grant no-action relief after publication of SLB 14M, coupled with lower levels of shareholder support for environmental and social proposals

ZEROING IN

Following a multi-year trend of shareholder proposals reflecting issues of societal importance, proponents are increasingly tailoring proposals to specific company practices and industry

RETREAT TO COMFORT & SAFETY

As the regulatory and global environment becomes more uncertain for institutional investors and other shareholders, there has been a retreat to the relative safety of supporting traditional governance and compensation proposals

INVESTORS GO DARK

After SEC guidance changed, investors dramatically changed their engagement practices, leaving companies without feedback on topics of interest and raising the specter of an uncertain engagement season this fall

NEW ADMIN INFLUENCE OVER PROXY SEASON

A new administration led to significant mid-season changes to the SEC, recommendations from proxy advisory firms and policies and voting of institutional investors, although shareholder proposals generally were submitted before the administration change

ANTI-ESG IS ALL AROUND US

Despite limited support for proposals, anti-ESG considerations continue to be a significant topic for companies and their stakeholders and drive changes in the ecosystem

ACTIVISTS IN THE BOARDROOM? 

While large-scale proxy contests were won and lost in 2025, activists also focused their efforts outside of boardroom representation, demonstrating a willingness to wage vote-no campaigns, settle without boardroom representation or settle for unnamed future directors

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2025 Shareholder Proposals by Category

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Continued Decline in S&P 500 Proposal Concentration

276 companies in the S&P 500 received an aggregate of 595 known shareholder proposals in 2025—72% of all known proposals, compared to 76% in 2024 and 80% in 2023

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Shareholder Proposals and SEC No-Action Letters

From January 1, 2025 to June 16, 2025, companies submitted 363 requests for no-action relief to the SEC, a 36% increase from 267 in 2024

• As of June 16, 2025, 194 proposals received no-action relief (up from 145 in 2024), 88 did not receive no-action relief (up from 66 in 2024), 74 proposals were withdrawn (up from 56 in 2024) and seven requests are pending
• This increase in successful requests for no-action relief is partly due to Staff Legal Bulletin (SLB) 14M, which rescinded prior SLB 14L (November 2021) and expanded the circumstances under which the SEC will grant no-action relief pursuant to Rule 14a-8

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ESG Shareholder Proposals

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Select Frequent Proponent Activity in 2025 Proxy Season

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This post is also based on additional contributions from Freshfields Executive Compensation and Benefits, Litigation, Cyber, Crisis Management and Congressional Review Practices.

Link to the full report can be found here.