SOURCE The Conference Board

NEW YORK, Sept. 3, 2025 /PRNewswire/ -- Following an all-time high in last year's proxy season, shareholder proposals fell steeply in the 2025 season. At Russell 3000 companies, proposals filed dropped by 16%, from 932 in 2024 to 781 this year.

Proposals on high-visibility topics including DEI saw some of the biggest drops: for example, pay equity proposals declined from 20 last year to 3 in 2025. Moreover, human capital management proposals, which address DEI and other workforce topics, decreased by 35% year-over-year. Environmental proposals also dropped, with support falling to a six-year low.

"The heightened politicization of ESG issues and widespread regulatory uncertainty are making some investors more cautious," said Ariane Marchis-Mouren, Senior Governance Researcher at The Conference Board and author of the report. "Rather than backing proposals that seem overly prescriptive or ideological, investors are focusing more on company-specific risks and direct engagement."

These findings come from a new report by The Conference Board, in collaboration with ESGAUGE, Russell Reynolds Associates, and the Rutgers Center for Corporate Law and Governance. The analysis draws on public disclosure data from Russell 3000 companies as of June 30, 2025.

Overall Shareholder Proposals

Amid policy and regulatory shifts, shareholder proposals dropped-falling back to 2022 levels.

  • From 2024 to 2025, the number of proposals filed dropped from 932 to 781-a 16% decrease. 
  • Average support levels remained consistent at 23%, nearly unchanged from 22% in 2024.
  • The share of failed proposals declined to 52% from 59% last year, while passage rates edged up to 7%-after remaining flat at 5% in the two prior years.
  • The share of omitted proposals, however, rose to a high of 23%. Companies filed a record 325 no-action requests after new SEC guidance in February.
  • Key takeaway: "The 2025 proxy season reflected a recalibration rather than a retreat in shareholder proposal activity. While support levels varied by topic, overall shareholder influence remained steady as many companies acted early to address investor priorities. These dynamics underscore the continuing importance of engagement in an environment of increasing regulatory complexity," said Matteo Gatti, Professor of Law at Rutgers Law School.

Human Capital Management (HCM) Proposals

Amid continued scrutiny of DEI, HCM proposals saw the sharpest fall of any category.

  • Filings dropped by 35%, while average support slid to 9% (down from 15% in 2024).
    • Pay equity proposals experienced the steepest decline, from 20 in 2024 to three in 2025.
  • Workplace diversity remained the most frequently filed topic in both years, followed by union/worker-related assessments and racial equity audits.
  • Key takeaway: Many proposals were deemed overly prescriptive, duplicative of existing disclosures, or insufficiently tailored to company-specific issues.

Environmental Proposals

No environmental proposals passed…for the first time in 6 years.

  • Filings fell by 26%, and average support fell to 10% (down from 18%). No proposals passed.
  • Climate-related proposals accounted for 50% of all filings, down from 65% in 2024.
  • Emerging topics-such as biodiversity and clean energy financing-gained limited traction.
  • Key takeaway: The drop in volume and support may be due to improved disclosure, with more companies reporting more robust climate metrics and targets. At the same time, shareholders are pursuing a more cautious approach, prioritizing legal defensibility and risk mitigation.

Social Proposals

While fewer political spending and lobbying disclosure proposals were filed, passage increased.

  • Filings fell by 23%, but the share of proposals passed climbed from one in 2024 to five in 2025.
  • Political spending and lobbying disclosure remained the most frequently filed topics.
  • Key takeaway: Proposals tended to be more targeted and aligned with investor priorities-favoring data-driven engagements and outcome-focused disclosures over symbolic measures.

Governance Proposals

Investors continue to emphasize traditional governance practices: accountability, transparency & oversight.

  • Governance proposals rose slightly from 259 in 2024 to 261 in 2025, the highest volume of any category. They also continued to receive the strongest average support (38%).
  • Proposals to expand shareholder rights-such as allowing to call special meetings or eliminating supermajority voting-were among the most supported.
  • Key takeaway: "Governance proposals remained a focal point in 2025; they received more submissions than any other category and generated the strongest average support. Their steady performance underscores investors' sustained emphasis on long-term board oversight and structural improvements," said Richard Fields, Head of the Board Effectiveness Practice at Russell Reynolds Associates.

Proposals Filed by Anti-ESG Groups

Proposals filed by "anti-ESG" groups continued, but support remained negligible.

  • 105 proposals were filed-roughly in line with the 109 filed in 2024. None passed, and average support remained low at 2.4%.
  • These proposals typically aim to question, restrict, or oppose initiatives tied to sustainability, social impact, or DEI. Common targets included racial equity audits and DEI-related disclosures.
  • Key takeaway: "While anti-ESG proposals have become a recurring feature of the proxy landscape, they remain outside the mainstream of investor support. They're also harder to negotiate or withdraw, often staying on the ballot despite low backing," said Umesh Chandra Tiwari, Executive Director of ESGAUGE.

Executive Compensation

Scrutiny of executive pay persists, but proposals gain little ground as investors favor Say-on-Pay.

  • Executive compensation proposals stayed relatively stable in 2025, with 68 submitted (vs. 76 in 2024) and average support at 16% (up from 14%).
  • Despite ongoing scrutiny of pay practices, prescriptive measures-such as clawbacks or ESG-linked pay metrics-drew limited backing, with none passing.
  • Key takeaway: While compensation remains a focus area, most investors prefer direct engagement or use Say-on-Pay votes to signal concerns, rather than backing shareholder-submitted resolutions.

About The Conference Board
The Conference Board is the member-driven think tank that delivers Trusted Insights for What's Ahead™. Founded in 1916, we are a non-partisan, not-for-profit entity holding 501 (c) (3) tax-exempt status in the United States. www.ConferenceBoard.org 

About ESGAUGE
ESGAUGE is a data mining and analytics firm uniquely designed for the corporate practitioner and the professional service firm seeking customized information on US public companies. It focuses on disclosure of environmental, social, and governance (ESG) practices such as executive and director compensation, board practices, CEO and NEO profiles, proxy voting and shareholder activism, and CSR/sustainability disclosure. Our clients include business corporations, asset management firms, compensation consultants, law firms, accounting and audit firms, and investment companies. We also partner on research projects with think tanks, academic institutions, and the media. www.esgauge.com

About Russell Reynolds Associates
Russell Reynolds Associates is a global leadership advisory firm. Our 500+ consultants in 47 offices work with public, private, and nonprofit organizations across all industries and regions. We help our clients build teams of transformational leaders who can meet today's challenges and anticipate the digital, economic, sustainability, and political trends that are reshaping the global business environment. From helping boards with their structure, culture, and effectiveness to identifying, assessing and defining the best leadership for organizations, our teams bring their decades of expertise to help clients address their most complex leadership issues. We exist to improve the way the world is led. www.russellreynolds.com

About the Rutgers Center for Corporate Law and Governance
The Rutgers Center for Corporate Law and Governance is a project of the Rutgers University School of Law, located in Camden and Newark, New Jersey. The Center is an interdisciplinary forum for research, analysis, and discussion of current issues in corporate law and governance. The Center serves as a resource for students, faculty, alumni, and the business and nonprofit communities. Its objectives are to identify and promote best corporate law and governance practices and law reform, and to build bridges between Rutgers Law School, the business and nonprofit communities, government officials, and other Rutgers University units. For more information, visit https://cclg.rutgers.edu/

 

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