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2025 Proxy Season: Key Global Trends
- Renewed Focus on Governance Fundamentals: Governance proposals, such as those related to shareholder rights (e.g., the right to call special meetings, elimination of supermajority voting) and board accountability, became the dominant category and continued to receive the strongest investor support.
- ESG Engagement Becomes More Measured: The volume and average support for environmental and social shareholder proposals generally declined, particularly in the US. This does not indicate a retreat from ESG, but rather a more selective approach by institutional investors who favor direct engagement and support only those proposals seen as highly material, non-prescriptive, and clearly linked to long-term value creation and risk.
- Climate & Environment: Proposals focused on high-level disclosure continued, but prescriptive proposals seeking specific operational changes or targets saw lower support.
- Social/Human Capital: Support for Diversity, Equity, and Inclusion (DEI) proposals softened amid increased political and regulatory headwinds, though issues like human rights and lobbying/political spending transparency remained important.
- Rise of Anti-ESG Proposals: The number of proposals filed by "anti-ESG" proponents, which typically challenge or seek to restrict ESG or DEI initiatives, continued to grow, though they consistently received negligible investor support.
- Technology and AI Oversight Emerge: A noticeable trend was the increasing focus on the board's role in overseeing risks and opportunities related to Artificial Intelligence (AI), with more companies disclosing committee oversight and relevant director expertise in this area.
- Shareholder Activism Remains Strong: Activism remained a visible force, with campaigns primarily focusing on traditional issues like operational performance, capital allocation, and board composition, with activists achieving success often through settlements. Further, shareholder activism is redesigning corporate strategy and driving stronger investor engagement in today’s evolving market.
- Evolving Meeting Formats: Globally, there was an increase in in-person or hybrid Annual General Meetings (AGMs), especially outside of North America, where virtual-only meetings remain more prevalent.
In short, the 2025 season marked a clear shift to a “new normal” in corporate governance, one defined by heightened scrutiny and a sharper focus on sustainability. Investor stewardship is no longer broad-brushed; it’s increasingly precise, prioritizing business-relevant disclosures and meaningful engagement over sweeping shareholder resolutions.
For companies, this means proactive, transparent communication isn’t optional, it’s essential. Aligning disclosures with globally recognized frameworks has become a critical differentiator for those aiming to navigate an investor landscape that demands clarity, credibility, and accountability.
Summary
Sodali & Co's 2025 proxy review season global key trends and highlights across multiple markets.
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