Proxy Season Results Show Strong Support for Corporate Political Disclosure and Accountability

Bruce Freed is the President, Dan Carroll is the Vice President for Programs and Counsel, and Karl Sandstrom is Strategic Advisor at the Center for Political Accountability. This post is based on a CPA memorandum by Mr. Freed, Mr. Carroll, Mr. Sandstorm, and David Pahlic.

In marked contrast to the decline in support for Environmental & Social resolutions, votes for Governance proposals calling on companies to adopt political disclosure and accountability policies surged in the just concluded 2025 proxy season.

That’s the case with the proposals filed by the Center for Political Accountability’s shareholder partners. Companies were asked to adopt board oversight and accountability policies for their political spending using corporate treasury funds (or corporate profits) and disclose these policies as well as any such spending.

Corporate treasury funds are regularly used to make six and seven figure contributions to third party groups – the governors associations, state legislative campaign committees, attorneys general associations, super PACs, trade associations, and “social welfare” organizations also known as “non-profits,” operating under Section 501c(4) of the Internal Revenue Code.  All of these groups can legally accept unlimited contributions from corporations and spend unlimited money promoting candidates for federal and state office.

Many of these organizations are not required to disclose the contributions which they receive. Contributions can also often be routed through intermediaries to avoid disclosure that might otherwise be required. This is particularly true of corporate contributions made to trade associations and social welfare organizations. This can leave the public completely in the dark regarding political contributions and expenditures by companies. It’s a particular problem for shareholders in companies in which they are invested.

Corporate contributions have played a major role in reshaping state and national politics and policy, as detailed in the Center’s Corporate Underwriters reports released last year.

This proxy season saw the average vote on CPA’s resolution rebound to 41.6 percent from last year’s 26.2 percent. This is the third highest vote average for the resolution behind 48.1 percent in 2021 and 41.9 percent in 2020.

Beyond the votes, the proxy season saw companies continuing to adopt robust political disclosure and accountability practices that led to the withdrawal of CPA’s proposals.

The just concluded official proxy season saw 28 CPA political disclosure resolutions filed with 13 going to a vote. Of those, five received majority votes. In addition, seven proxy proposals were withdrawn after agreements were reached with companies. An eighth was pulled after the company implemented the proposal.

This compares with last year when, 27 CPA resolutions were filed, 20 went to a vote (averaging 26.1 percent support) and 6 agreements were reached with companies leading to withdrawals.

This year’s strong showing is striking given the dramatically changed political environment and the weak results for resolutions on related issues. It demonstrates investor – both retail and institutional — recognition of the importance – and business value — of political transparency and accountability.

The number of agreements indicates that companies understand the business and legal risks associated with corporate political spending.  These risks are only heightened by today’s political environment and when the temptation to yield to political pressure to contribute is so strong.  Corporate adoption of disclosure and accountability practices reflects a recognition of the need for and importance of policies to manage political spending risk.

CPA’s proxy votes are ln line with the findings of last summer’s Mason-Dixon Polling & Research survey  of retail shareholders’ attitudes toward corporate political spending and how companies should manage it. It found that 83 percent of respondents would have more confidence investing in a corporation that adopted practices that provide for transparency and accountability in its political spending. It also found that 79 percent of investors would have more confidence investing in a corporation that adopted or followed a code of conduct governing its political engagement.

The table below shows the 13 votes this season and the overall average. Five were majorities, between 51 and 57.7 percent, and six were between 30 and 44 percent, numbers that many companies consider to be strong indicators of the need to act on shareholder requests.

Company Vote
AutoNation Inc. 30.9%
Cadence Design Systems 43.9%
CBOE Global Markets Inc. 55.8%
Charter 18.7%
CoStar Group, Inc. 33.1%
Crown Holdings Inc. 52.7%
Knight-Swift Transportation 42.1%
Meritage 57.7%
Otis Worldwide 39.7%
Sonoco Products Co 37.0%
Spirit AeroSystems 51.4%
Teradyne Inc. 51.0%
Tyler Technologies Inc. 26.4%
Average 41.6%

The votes come as CPA undertakes data collection for the 2025 CPA-Zicklin Index, the annual benchmarking of the political disclosure and accountability policies and practices of the Russell 1000. The Index pays particular attention to the policies and practices of the S&P 500, the companies that are the leading political donors. The 2025 findings will be released this fall.

They also come as the Center works to build on the initial group of companies that have committed to follow or stated that their policies are in keeping with the CPA-Zicklin Framework for Corporate Political Spending . This initial group includes utilities and a financial services company. The Framework serves as a guide for considered management of a company’s political engagement and provides companies with a structure for approaching, governing and evaluating the risks of their spending.