Yearly Archives: 2025

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

Liz Walsh and Ali Perry are Counsels, and Jennifer Zepralka is a Partner at Mayer Brown. This post was prepared for the Forum by Ms. Walsh, Ms. Perry, Ms. Zepralka, Anna PinedoDavid Breyer, and Alexandria Hasenkamp.

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.

READ MORE »

Investment Stewardship Annual Report

Joud Abdel Majeid is the Global Head of BlackRock Investment Stewardship. This post is based on a BlackRock report.

The four pillars of our stewardship program 

Our report explains the four pillars of our stewardship program, BlackRock Investment Stewardship (BIS), in depth: engaging with companies, proxy voting on behalf of clients, contributing to industry dialogue on stewardship, and reporting on our stewardship activities.

01. Engaging with companies

BIS defines an engagement as a meeting with a company’s board and/or management that helps inform BIS’ voting on behalf of clients. Specifically, engagements provide companies with the opportunity to share their perspectives on topics that, in BIS’ experience, impact the long-term financial returns BlackRock’s clients depend on to meet their financial goals. In these conversations, BIS listens to and learns directly from company directors and executives and may ask questions relevant to their business. BIS counts only direct interaction as an engagement. BIS does not count letters as engagement.

BIS engages individual companies independently, rather than alongside other asset managers or asset owners. In addition, BlackRock adheres to regulatory constraints on collaborative engagement in any jurisdiction that establishes them. READ MORE »

Defense of Europe as a Responsible Investment

Stephen M. Davis is a Senior Fellow at the Harvard Law School Program on Corporate Governance. He co-founded the UN Principles for Responsible Investment and the International Corporate Governance Network and originated the Firearms Safety Principles. The following commentary is adapted from a presentation to, and article for, the European Policy Centre, in Brussels.

The last time the Western investment world saw a robust debate over the parameters of buying shares in the arms industry was roughly in the era of the Vietnam War. In the wake of that fraught conflict, thought-leading socially-responsible investor bodies such as the US Interfaith Center on Corporate Responsibility (ICCR) and counterparts in Europe installed clear guidelines against investing in “controversial” weapons. For many institutions, prompted in part by sentiment among clients, this strategy steadily metastasized into a more general allergy against taking stakes in publicly-traded companies implicated in arms manufacturing. As the Cold War ended and the so-called peace dividend took hold, there was little or no brake on the spread of investor resistance to the weapons trade, especially in Europe. Indeed, the public’s stake in protection against war is conspicuously absent from guidance on Environmental, Social, and Governance (ESG) parameters that have emerged in the capital market over the past two decades. Case in point: None of the 17 UN Sustainable Development Goals, agreed in January 2016, addresses the right to secure borders or deterrence to war.

Now, however, Russia’s invasion of Ukraine, and the rising, acute threat that aggression poses to Europe and its citizens, is combining with the US Trump administration’s apparent retreat from full-throated support for NATO to dangerously erode the region’s safety net. This reordered landscape is prompting calls across Europe to invest in indigenous strategic deterrence companies, despite their being a pariah to some of the biggest regional sources of capital.

The time has come for institutional investors to open a pointed dialogue over whether and how Europe’s armaments companies deserve to be reclassified from untouchables to legitimate components of the “S” in ESG. The products they produce are deployed at least in part to ensure the most basic social good: keeping people in Europe safe and free. Widening such companies’ access to capital could boost their dynamism and help achieve the objective of strengthening Europe’s self-reliance at a crucial moment in history. Leaving them to flounder or lose ground to competitors could, by contrast, expose Europe’s nations and citizens to chronic dependence on potentially unreliable partners and to heightened security risks, an assertion underscored by Mario Draghi in his landmark 2024 report on European competitiveness. READ MORE »

Court Permits “Do-Over” for Non-Compliant Nomination Notice under Company’s Advance Notice Bylaw

Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, and Steven J. Steinman, and is part of the Delaware law series; links to other posts in the series are available here.

In Vejseli v. Duffy (“Ionic”) (May 21, 2025), the Delaware Court of Chancery, in a post-trial decision, held that the directors of Ionic Digital, Inc., who were facing an imminent proxy contest over control of the board, (i) breached their fiduciary duties when they reduced the size of the board so that only one director would be elected at the upcoming annual meeting; but (ii) did not breach their fiduciary duties when they rejected Plaintiffs’ nomination notice on the basis that it did not comply with the requirement under the company’s advance notice bylaw that all agreements relating to the nominations be disclosed. The court ordered that, given the directors’ breach in reducing the board size, the company had to reopen its window for nominations so that all stockholders, including Plaintiffs, could nominate the two directors that would have been up for election if the board size had not been reduced.

Key Points

  • The court stressed the critical informational function served by an advance notice bylaw requirement that all agreements relating to the nomination be disclosed. Of note, the court suggested that even such agreements that had been recently terminated potentially had to be disclosed. And, in any event, the court held, a provision in a terminated agreement that survived termination of the agreement had to be disclosed.
  • The court permitted Plaintiffs a “do-over” although they had submitted a non-compliant nomination. The court explained that, although normally a party that submitted a non-compliant nomination notice would not be permitted to submit a corrected notice, in this case, where it was the wrongful conduct of board that necessitated reopening the nomination window, there was no reason not to permit Plaintiffs to submit a new nomination notice.
  • The court, applying the Coster standard of review to both actions by the board, focused on the directors’ motivations and justifications. The court reaffirmed that the standard established in Coster v. UIP (Del. Supreme Court 2023) applies to board actions that are defensive in nature, not adopted on a “clear day,” and affect the stockholder franchise. While some practitioners speculated that the Coster standard might be more objective than the former Blasius standard, with less focus on directors’ motivations and justifications, in each case in which the new standard has been applied (Coster, Kellner v. AIM (2024), and Ionic), the judicial focus has been     on the directors’ motivations and justifications—suggesting that the court’s analyses and outcomes may not may not be significantly different than they were under Blasius.

READ MORE »

Top Five Takeaways From the 2025 Proxy Season

Diana Lee is a Senior Vice President, Martha Carter is the Vice Chairman & Head of Governance and Sustainability, and Sydney Carlock is a Managing Director at Teneo. This post was prepared for the Forum by Ms. Lee, Ms. Carter, Ms. Carlock, Matt Filosa, and Sean Quinn.

Introduction

The 2025 proxy season unfolded amid political pressure and regulatory change. A new administration brought a significant shift in the regulatory environment, with revised SEC guidance on Regulation 13D/13G beneficial ownership rules dampening some investor engagement activity. In addition, changes to the SEC’s 14a-8 “no-action” process led to a 30% decline[1]  in the number of shareholder proposals voted related to environmental, social, and governance issues.

Given this regulatory and political backdrop, here are our top five early takeaways from the 2025 Proxy Season.

1. Support for environmental proposals from both proxy advisors and investors sharply declines. ISS opposed every environmental proposal in both the S&P 500 and the Russell 3000 this proxy season, a dramatic reversal from 2024. Last year, the proxy advisor backed more than half of the environmental proposals voted at S&P 500 companies. Most environmental proposals sought additional disclosure GHG emissions targets and climate-related risk disclosures with some newer ones addressing biodiversity and nature loss. The shift comes in the wake of a broad executive order aimed at expanding domestic energy production, alongside increased scrutiny of institutional investors’ climate-related initiatives. ISS has also noted[2] improved overall corporate climate disclosures as a contributing factor.  Investor support has continued to decline, dropping from 18% last year to just 11% in 2025. As in 2024, not a single proposal passed this season. While part of the drop potentially reflects overly prescriptive demands from some proposal sponsors along with more robust existing disclosures, the political and legal attacks on investors focused on climate likely further chilled their support. READ MORE »

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.

READ MORE »

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.

READ MORE »

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 »

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