Monthly Archives: June 2025

2025 Shareholder Proposal Season: A First Glimpse at Key No-Action Request Results

Elizabeth A. Ising, Ronald O. Mueller, and Geoffrey Walter are partners at Gibson Dunn. This post was prepared for the Forum by Ms. Ising, Mr. Mueller, Mr. Walter, Lori Zyskowski, and Maggie Valachovic.

Introduction

After last year’s resurgence in both the submission rate and success rate of no-action requests for Rule 14a-8 shareholder proposals, the 2025 proxy season* saw a marked surge in the submission of no-action requests, while success rates appear to have remained roughly level with 2024. In February, the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published guidance in Staff Legal Bulletin 14M (“SLB 14M”), reinstating standards based on Commission statements that preceded Staff Legal Bulletin 14L (“SLB 14L”). The following discussion highlights some of the key preliminary takeaways from the 2025 no-action request process.

Overview of No-Action Requests During the 2025 Proxy Season

  • Submission, success and withdrawal rates. Continuing the trend from the 2024 proxy season (in which the number of shareholder proposals challenged in no-action requests rebounded to pre-2022 (and pre-SLB 14L) levels), the number of no-action requests rose again during the 2025 proxy season, up 38% compared to 2024. The Staff granted approximately 69% of no-action requests in 2025, which was relatively steady with the 68% success rate in 2024, signaling a continued trend of returning to the success rates in 2021 and 2020 (71% and 70%, respectively). However, looking more closely at 2025’s steady success rate reveals that it was driven in part by the successful exclusion of 37 proposals submitted by the same proponent—32 of which were excluded on procedural grounds and five of which were excluded on Rule 14a-8(i)(7) (under the “ordinary business” exception). Notably, those 37 wins represent over 18% of all successful no-action requests during the 2025 season.

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Weekly Roundup: June 5-11, 2025


More from:

This roundup contains a collection of the posts published on the Forum during the week of June 5-11, 2025

Remarks by Chair Atkins



Remarks by Commissioner Peirce before the International Center for Insurance Regulation


CEO Pay Study


Recent Developments for Directors


Corporate Actions as Moral Issues


Midyear Observations on the 2025 Board Agenda


Evolving DEI Disclosure Practices in SEC Filings


Caremark’s Politics




Response: The Limits of ESG in Assessing Nonprofit Control


Tariffs and Transparency: Navigating Investor Expectations on Executive Pay Changes


A Time to Pivot: Four Ways US M&A Leaders Are Adapting to 2025 Conditions


The Costs of Weakening Shareholder Primacy: Evidence from a U.S. Quasi-Natural Experiment


Response to TX SB 2337


Corporate Balance in the Face of Accelerating Technological Change

Martin Lipton is a Founding Partner at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton memorandum by Mr. Lipton, Kevin S. Schwartz, and David M. Adlerstein.

The imperative to adapt to changing technological landscapes is a permanent fact of business life.  But today, the pace of that change has greatly accelerated — particularly in the domains of artificial intelligence and blockchain technologies.  Seemingly every week brings new announcements about significant AI-related initiatives.  Most recently, Meta reportedly launched its multi-billion dollar investment in a “superintelligence” team to drive the development of advanced AI, and OpenAI recently announced its $6.5 billion acquisition of iO to develop AI hardware.  Millions of white-collar workers are already using AI tools weekly.  And on the blockchain side of the ledger, alongside notable progress toward long-delayed legal clarity is a pronounced trend toward institutional adoption — everything from the incorporation of bitcoin into corporate treasurystrategies and the popularity of crypto exchange traded products, to the burgeoning adoption of stablecoins and traditional financial institutions’ forays into real-world asset tokenization.

Below are some key considerations for boards of directors to ground their footing in this time of accelerating technological change:

*   Remaining informed is a must.  While the charge of oversight remains the North Star for boards, and directors themselves need not necessarily develop individual expertise, boards should ensure clear visibility into the core technological tools in use by the company and its competitors, as well as critical workflows that could be materially affected by technology and other salient market developments.  Directors are entitled to rely on appropriate repositories of such information in management and qualified experts.

*   Risk oversight is paramount.  New technology brings new risks.  To name but a few, in the case of AI salient risks include hallucination and privacy and data protection issues, while blockchain technology presents some distinct cybersecurity and AML challenges.  Boards should understand the principal risks posed by adoption of specific new technologies, work with management to develop an appropriate oversight framework, and document a record of considering these risks with diligence and care.

*   Recognize efficiencies, but maintain sobriety.  New technology offers potentially far-reaching efficiencies, such as the increasing capabilities of AI agents and the associated prospect of streamlining some organizational functions.  But these benefits should be weighed with real care, particularly as AI and blockchain technology are maturing in important respects and caution is in order in the face of market hype.  Indeed, too dramatic an embrace of a new technology itself may pose the risk of suboptimal path dependency in the face of rapid market changes.

*   Maintain values while pursuing value.  Boards should consider in a balanced manner the effect of technological adoptions on important constituencies, including employees and communities, as opposed to myopically seeking immediate expense-line efficiencies at any cost.  The paradigm of stakeholder governanceremains the critical lens for the cultivation of long-term value in corporations.

Response to TX SB 2337

Nichol Garzon is the Chief Legal Officer and SVP Corporate Development at Glass Lewis. This post is based on a Glass Lewis letter.

As part of a campaign to attract companies to relocate to, incorporate in, and list on a new Texas-based exchange, the Texas legislature is rushing through a number of corporate governance measures. A bill set to become law would permit Texas-based and listed public companies to amend their governing documents to impose much greater ownership thresholds on shareholders seeking to submit proposals. Other bills, including one already signed into law, would insulate Texas companies and their boards from private litigation.

Among these is a new measure that purports to regulate proxy advisors, but that could have far-reaching implications for our institutional investor clients, as well as other parts of the stewardship eco-system.  Glass Lewis is concerned that this bill is being rushed through the legislative process with no consultation with proxy advisors or their clients. It is wholly unworkable, conflicts with federal securities laws, and would serve no useful purpose, while creating unnecessary costs for proxy advisors and investors.

Below is the text of a letter Glass Lewis sent to Members of the Texas House Committee currently considering the bill.

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The Costs of Weakening Shareholder Primacy: Evidence from a U.S. Quasi-Natural Experiment

Benjamin Bennett is an Assistant Professor of Finance at the A.B. Freeman School of Business, Tulane University, René M. Stulz is the Everett D. Reese Chair of Banking and Monetary Economics at the Fisher College of Business, The Ohio State University, and Zexi Wang is an Associate Professor of Finance at the Lancaster University Management School. This post is based on their recent paper.

There is much debate about whether corporate governance should follow the doctrine of shareholder primacy or stakeholder theory. With shareholder primacy, directors and officers owe their fiduciary duties primarily to shareholders. Under this view, the central obligation of directors and officers is to maximize shareholder wealth. To enforce this objective, shareholders rely on a range of disciplining mechanisms, including capital markets, the market for corporate control, and legal remedies. In contrast, stakeholder theory posits that corporate fiduciaries should consider the interests of a broader set of constituents, including employees, customers, suppliers, and communities. However, stakeholder theory offers limited guidance when decisions affect stakeholders differently, thereby granting directors and officers substantially more discretion. As a result, weakening shareholder primacy may worsen agency problems by making it easier for insiders to pursue their own interests and may therefore make firms less efficient in allocating capital.

Empirically, it is difficult to assess whether weakening shareholder primacy to give boards and officers more leeway to take into account the interests of stakeholders does actually worsen agency problems. In our paper, we use the adoption of a law in Nevada that weakens shareholder primacy to examine this issue and find strong evidence that increasing the discretion of officers and directors to pursue stakeholder interests has an adverse impact on agency problems within firms. READ MORE »

A Time to Pivot: Four Ways US M&A Leaders Are Adapting to 2025 Conditions

Adam Reilly is a National Managing Partner, and Barry Winer is a Head of Research at Deloitte LLP. This post is based on their Deloitte memorandum.

In an era of geopolitical change coupled with potential economic and regulatory policy shifts, the mergers and acquisitions landscape is set to be particularly challenging for the foreseeable future while also providing new opportunities. And according to our research, adaptability and agility in responding to these challenges are no longer just a nice-to-have skills for M&A leaders. They’re becoming core competencies and the “new normal.”

Deloitte surveyed 1,500 US-based corporate and private equity professionals in late 2024 to gauge their expectations for M&A activity in the following 12 months and learn more about their experiences with recent transactions (see methodology). Our research revealed four key pivots that leading M&A teams are using to capture value amid current risks and uncertainties.

The strategic pivot: Looking beyond traditional M&A

While M&A leaders are gearing up for future deals, our survey shows they’re also keeping their options open with strategic alternatives as a hedge, such as joint ventures, alliances, and initial public offerings  as well as divestitures. Surveyed leaders say they’re currently pursuing alternative deals at a rate almost equal to traditional M&A. That marks a 42% increase in alternative M&A transactions between 2022 and 2024, indicating that organizations may be seeking more flexible and collaborative growth options (figure 1).

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Tariffs and Transparency: Navigating Investor Expectations on Executive Pay Changes

Sydney Carlock is a Managing Director, and Martha Carter is the Vice Chairman & Head of Governance and Sustainability at Teneo. This post is based on a Teneo memorandum by Ms. Carlock, Ms. Carter, Matt Filosa, Sean Quinn, and Diana Lee.

The U.S. “Liberation Day” announcement on April 2, 2025, introducing broad global tariffs, followed by pauses, adjustments and international agreements, has sparked significant market volatility. While recent trade agreements have tempered initial concerns, ongoing negotiations and administration positions, including those on regional tariffs and tariff related price hikes, signal continued uncertainty. In this environment, visibility into expected payouts from executive compensation programs will be limited, which may prompt some boards to consider adjustments to targets or awards.

This situation is not unlike other periods of disruption, and valuable lessons can be drawn from historical precedent. While compensation committees need flexibility to respond to shifting, unforeseen conditions, proxy advisors and investors will closely monitor such pay decisions for alignment with shareholder outcomes. Committees must carefully evaluate the potential governance and reputational implications of any adjustments. Below, we outline historical context, proxy advisor perspectives and six emerging factors for boards to consider when evaluating executive pay changes.

Exceptional Pay Actions During Periods of Economic Disruption Have Historically Drawn Scrutiny

Current volatility reflects the uncertainty seen during the early stages of the COVID-19 pandemic, which led to widespread incentive payout adjustments and goal resetting, as well as during the 2008 Great Recession, when many companies issued discretionary retention bonuses. However, these actions drew criticism from investors and stakeholders who objected to insulating executive compensation at a time when investors suffered losses and the broader population experienced economic hardship.

Indeed, pandemic-related compensation adjustments were a key factor behind historically low say-on-pay support in 2022 and the highest rate of say-on-pay failures in over a decade. The pay practices contributing to the Great Recession also led to sweeping disclosure regulations, including Dodd-Frank’s requirement for an advisory say-on pay vote. Likewise, the mid-2000s stock option backdating scandals prompted heightened regulatory scrutiny and greater transparency in disclosures. These crises have shaped both regulation and investor expectations around executive compensation.

Response: The Limits of ESG in Assessing Nonprofit Control

Ofer Eldar is a Professor of Law at the UC Berkeley School of Law, and Mark Ørberg is an Assistant Professor at Copenhagen Business School. This post replies to a response posted on the Forum by David Schröder and Steen Thomsen here to their work that was posted on the Forum here.

We appreciate Schröder and Thomsen’s thoughtful response and valuable empirical study exploring ESG performance among foundation-owned firms. This topic is timely, as nonprofit control is under stress both in the U.S., with the ongoing governance debate surrounding OpenAI, and in Europe, with recent turmoil at Novo Nordisk—one of the world’s leading pharmaceutical companies and arguably the crown jewel of the enterprise foundation model (Bansal, 2025). Following recent underperformance by the for-profit pharmaceutical company, the Novo Foundation has intervened reportedly to accelerate the CEO’s succession primarily out of concern that the company has failed to respond to competition and generate sufficient profits.

This unusual governance intervention by the nonprofit—typically passive in its oversight—is not driven by social purpose, but by the risk that the for-profit will fail to produce the kind of cash flows that have sustained the foundation’s substantial philanthropic giving. The governance shift at Novo Nordisk reinforces our definition of the income-generating model of nonprofit control. This view of enterprise foundations as primarily cash-generating entities is even more evident in companies that sell global consumer brands, such as IKEA and Carlsberg. The Carlsberg Foundation’s charter includes numerous charitable goals in support of science and the arts, while its only arguable commitment to responsible business is to developing the art of making beer and keeping the brewing of beer on a high and honorable level (See 2025 Charter).

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Pulse on Pay: 12 Years of CEO Pay Long-term Trends in S&P 500 Executive Compensation

Margaret Hylas is a Principal, and Leah Sine is a Senior Associate at Semler Brossy. This post is based on their Semler Brossy memorandum.

Equity Prevalence and Average Vehicle Mix for CEOs

Key Takeaways: Long-term incentive (LTI) designs have become strongly aligned with institutional investor and proxy advisor preferences through increased performance stock and restricted stock units and reduced stock options. The increase in restricted stock is notable because it is the least intuitively linked to performance of the three vehicles.

We believe the current state reflects the evolution of equity compensation strategies towards a balance of active performance management and risk mitigation.

95% of S&P 500 companies currently use PSUs, up from 76% in 2012 (PSUs represent an average of 60% of CEO LTI mix).

Only 42% of S&P 500 companies currently use options, down from 68% in 2012 (Options represent an average of 13% of CEO LTI mix) 77% of S&P 500 companies currently use RS Us, up from 58% in 2012. READ MORE »

Remarks by Commissioner Peirce at the Third Annual Conference on Emerging Trends in Asset Management

Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent remarks. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Thank you, Natasha [Vij Greiner]. Good morning and welcome to the Third Annual Conference on Emerging Trends in Asset Management. Before I begin, I must remind you that my views are my own as a Commissioner and not necessarily those of the SEC or my fellow Commissioners.

Today’s four panels take us on a tour from the beginning of the ’40 Acts up to the most recent developments in asset management, and on to the developments likely to come in the near future. These panels are in keeping with the asset management industry, which is an iterative one in which new developments are rooted in the old. I am looking forward particularly to hearing from our “Forever Young” panel of former IM Directors who will reminisce on 85 years of the Investment Company and Investment Advisers Acts.

Thinking back to my arrival at the Division of Investment Management as a wide-eyed staff attorney 25 years ago makes me feel anything but young. But happy memories linger from my four years in the Division: Immersing myself in Division history with the well-worn green binder “bibles,” wrestling through current issues in a rulemaking, or imagining the future of asset management through the eyes of the red book. My colleagues, of course, were the highlight of that experience. Paul Roye as Division Director, Hunter Jones as remarkably patient supervisor, Bob Plaze as master rule-drafter, Martha Peterson as consummate mentor, and countless colleagues who only recently left the staff, including: Bill Middlebrooks, Beckie Marquigny, Chris Chow, Penelope Saltzman, Jennifer McHugh, Jennifer Sawin, Janet Grossnickle, and Nadya Roytblat, to name a few. These and other members of the Division staff poured themselves into administering the statutory framework within which the asset management industry has flourished. READ MORE »

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