Key Takeaways

•  Nearly 25% of Russell 3000 companies submitted an equity plan proposal in 2025. Shareholder support was strong at 88% on average, and less than 1% of proposals failed to receive majority support, consistent with 2023 and 2024 levels
• It is most common for companies to return to shareholders every 2 to 3 years to seek equity plan approvals
• While proxy advisor opposition to equity plan proposals typically results in lower shareholder support, the proposal failure rate increases only modestly (to a failure rate of less than 4%)
• Among the limited number of companies that failed to receive shareholder support over the last two years, approximately half were in the health care (e.g., pharma/biotech) sector
• Companies can take several steps to improve the likelihood of a successful shareholder vote outcome, including: analyzing share reserve needs, assessing potential dilution, understanding top shareholder voting policies and proxy advisor concerns, and clearly disclosing the shareholder-friendly features of the equity plan

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