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The 2025 Canadian proxy season reflected a dynamic landscape shaped by rising shareholder activism, evolving ESG expectations, and increased scrutiny of executive compensation. Below are the key highlights:
Shareholder Activism
- Rebound in Campaigns: Activism surged post-pandemic, with 2023 marking a peak of 49 campaigns. Activity in 2025 remains elevated, with a broader focus beyond financial and governance issues.
- Board Contests Dominate: Most activism targeted board representation, especially at smaller issuers. Transactional and strategic campaigns are also on the rise.
- Success Rates Climb: Activists are more focused and strategic, with win rates reaching over 64% in 2025.
Executive Compensation & Say-on-Pay
- Stable Adoption & Support: Say-on-Pay votes remained steady with 213 votes in 2025 and median support at 95.9%.
- Proxy Advisor Influence: Glass Lewis issued more negative recommendations than ISS, but institutional investors increasingly apply their own voting policies.
- Improved Responsiveness: Companies that failed Say-on-Pay in 2024 showed stronger engagement and disclosure in 2025, leading to improved outcomes.
ESG Shareholder Proposals
- High Volume, Low Success: 82 ESG proposals were submitted in 2025, but only one passed. Topics included climate, AI governance, and social disclosures.
- Proxy Advisor Caution: ISS and Glass Lewis applied rigorous evaluation, limiting endorsements. Institutional investors are diverging from proxy advisor recommendations, signaling a shift in influence.
Virtual Meetings
- Shift Toward Hybrid Formats: Virtual-only meetings declined by over 10% from 2024 to 2025, with hybrid formats gaining traction.
- Investor Pushback: Shareholders and regulators emphasized the importance of in-person engagement, influencing meeting format decisions.
Emerging Governance Trends
- AI Oversight: Investors and proxy advisors expect boards to demonstrate clear accountability and expertise in managing AI risks.
- Diversity Standards: Gender and racial diversity remain key expectations in Canada, upheld by both ISS and Glass Lewis.
- Regulatory Impact: Bill C-59 prompted issuers to refine ESG disclosures, balancing transparency with legal caution.
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Summary
The 2025 Canadian proxy season reflected a dynamic landscape shaped by rising shareholder activism, evolving ESG expectations, and increased scrutiny of executive compensation.
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