Proxy season data analysis: Insights from 2025 filings on investor priorities

The 2025 proxy season witnessed a significant shift in shareholder engagement concerning sustainability issues, influenced by increased political scrutiny and regulatory changes in the United States. Data from the PRI’s Resolution Database reveals a decline in sustainability-related shareholder resolutions, dropping by 25.03% from 823 in 2024 to 617 in 2025. The US experienced a decrease in shareholder proposals from 709 last year to 470 this season, while international activity increased from 114 resolutions filed in 2024 to 147 in 2025, with a focus on Canadian, Japanese, UK, and Norwegian companies.

Despite an uptick in volume, resolutions from known “anti-ESG” proponents continued to garner minimal support, averaging 2.5% in 2025, a slight increase from 2.4% in 2024. Examining emerging themes this year offers insight into how investor engagement is responding to external pressures. However, it remains uncertain whether these changes represent a lasting shift in investor and company behavior or a short-term response to evolving regulations and politics.

Governance-related proposals remained prominent during the 2025 proxy season, with shareholder rights dominating the theme, accounting for 112 resolutions alone. Unique to this year was the notable shift where only governance-related proposals received majority support, contrasting with previous years when environmental, social, and governance issues had more evenly distributed support. This change was attributed to evolving political landscapes and increasing ambition in proposal demands post-AGM discussions.

The US Securities and Exchange Commission’s (SEC) February 2025 guidance change significantly affected the scope of shareholder proposals under Rule 14a-8, impacting what can be included in companies’ proxy materials. Following this, the 2025 season witnessed a 41% increase in shareholder proposals excluded from proxy materials through no-action requests, with a consistent number of these requests being granted, hinting at more companies making such appeals rather than a higher success rate.

In terms of resolutions gaining support in 2025, 34 resolutions garnered over 50% support, while 117 received more than 20%, marking a decrease from 223 in 2024. Over 20% support typically triggers formal company action. Even though the total number of resolutions filed decreased by approximately 25.03% this year, those hitting the 20% threshold nearly halved, reflecting a sharp decline in relative terms.

Shareholder rights were a significant focus of the 2025 AGM season in North America, where resolutions addressing this topic were most commonly filed and received the highest average support at 41.90%. Notably, majority shareholder voting-related resolutions attracted strong support without opposing board recommendations in various AGMs. Environmental resolutions in 2025 placed a heightened emphasis on disclosure, marking a departure from previous years where more focus was on target setting and policy changes. Despite a decrease in environmental filings this year, proposals predominantly concentrated on disclosure and reporting, pointing to a shift in priorities.