2025 Proxy Season Trends: The Pendulum Swings Toward Management
2024 affirmed the power of the “Big Three” (Vanguard, BlackRock, and State Street), and large, passive investors generally, to influence director elections and corporate governance. Several trends also emerged in 2024 highlighting expanded shareholder access to the corporate machinery: increased familiarity with the universal proxy card (“UPC”) rules, special interest campaigns focused on director elections […]
Arthur B. Crozier is Executive Chair, Gabrielle E. Wolf is a Senior Director, and Jonathan L. Kovacs is a Director at Innisfree M&A Inc. This post was prepared for the Forum by Mr. Crozier, Ms. Wolf, and Mr. Kovacs.
2024 affirmed the power of the “Big Three” (Vanguard, BlackRock, and State Street), and large, passive investors generally, to influence director elections and corporate governance. Several trends also emerged in 2024 highlighting expanded shareholder access to the corporate machinery: increased familiarity with the universal proxy card (“UPC”) rules, special interest campaigns focused on director elections and M&A, the continued prevalence of ESG proposals, and new means to bring shareholders proposals to a vote, among others. But with the Trump administration back in power, a cooling M&A outlook, and sweeping legal and regulatory changes, the power of large, passive shareholders may be waning. 2025 could be the year management, and activists in some respects, emerge more empowered to tilt the corporate governance playing field in their favor.
