Mid-Season Update: Shareholder Proposal Trends, No-Action Request Outcomes, and Voting Dynamics in the 2025 Proxy Season

The 2025 proxy season is just past its peak.  We summarize below key emerging trends in shareholder proposals and no-action requests so far this season.  A more comprehensive review of the 2025 proxy season will need to wait until all voting results are in.  However, the trends so far may be instructive to boards as they consider engagement strategies for the coming year.

Key Points:

• The no-action request process in the 2025 proxy season included an interesting variable because, after multiple no-action requests had already been submitted to the Securities and Exchange Commission (the “SEC”), the SEC staff (the “Staff”) released new guidance for such requests in Staff Legal Bulletin No. 14M (“SLB 14M”).
• Despite the release of SLB 14M, pursuant to which a company may attempt to exclude a shareholder proposal from consideration, the number of proposals submitted by shareholders overall increased year over year, continuing the 2024 trend.
• The 2025 proxy season saw a drastic increase in the number of no-action requests lodged with the SEC for the exclusion of shareholder proposals compared to the 2024 proxy season, but only a slight increase in the SEC Staff grant of no-action requests for exclusion.  Requests were granted more often when companies argue that a shareholder proposal relates to ordinary business matters, would result in micromanagement or suffers from a procedural defect.
• Shareholder proposals on “traditional” governance topics, including reducing supermajority voting requirements, requiring an independent board chair and granting a specified percentage-block of shares the right to call special meetings are popular proposals.  Unlike the prior year, only majority vote proposals are receiving strong shareholder support this proxy season.
• There is continued investor interest in environmental, social and political topics, with the most frequent shareholder proposals related to climate change, greenhouse gas emissions and political contributions and lobbying disclosures or policies.  Shareholder support for both environmental and “anti-ESG” proposals remains low, with none thus far garnering sufficient votes for approval.
• Shareholders continue to show interest in proposals relating to emerging issues, such as calls for disclosure about use and oversight of artificial intelligence.

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