Report: New Policy Landscape Turbocharges DEI & ESG Activism in 2025 Proxy Season
Wednesday, March 5, 2025
NEW YORK, Feb. 25, 2025 /PRNewswire/ -- As the US policy landscape undergoes tectonic shifts, the effects are manifesting in the 2025 proxy season. That's especially true considering the scrutiny facing DEI and ESG.
A new analysis reveals that the number of anti-ESG proposals more than quadrupled in the Russell 3000 (from 23 in 2021 to 112 in 2024) and the number of anti-DEI proposals also surged (from 1 to 13). What's more, this trend is expected to further intensify in 2025--and is supported by early data from this proxy season: As of February, a fifth of all shareholder proposals submitted (20%) were filed by anti-ESG groups. That's a five-percentage point increase compared to the same timeframe last year.
"Companies are facing an increasingly complex landscape this proxy season, with starkly diverging views on ESG and DEI at the forefront. Firms should prepare to navigate the balance between implementing ESG and DEI initiatives while addressing investor concerns about potential legal and financial risks," said Ariane Marchis-Mouren, Senior Researcher at The Conference Board and author of the report.
These insights come from a new report by The Conference Board, ESGAUGE, Russell Reynolds Associates, and The Rutgers Center for Corporate Governance. Findings are based on shareholder proposals submitted at Russell 3000 companies, with data as recent as February 12, 2025. Additional insights include:
DEI Proposals
With DEI under fire, shareholder proposals have surged--and will likely remain elevated.
-- 2024 proxy season recap: Anti-DEI proposals more than doubled in the
last year, from 6 in 2023 to 13 in 2024. However, support remained
minimal at 1.7%.
-- 2025 proxy season outlook: Companies should prepare for more shareholder
activity targeting DEI efforts, amid increasing political and legal
scrutiny on corporate DEI initiatives.
Anti-ESG Proposals
Companies should brace for more anti-ESG proposals in 2025, as the topic remains highly politicized.
-- 2024 proxy season recap: The number of anti-ESG proposals filed more
than quadrupled in recent years, from 23 in 2021 to 112 in 2024. The
number of proposals voted on also surged from 6 to 91.
-- 2025 proxy season outlook: Companies should prepare to navigate
increasingly complex and competing stances on ESG issues, as they face a
growing mix of both pro- and anti-ESG proposals.
-- A fifth of shareholder proposals filed as of February came from
anti-ESG groups.
Environmental and Social Proposals
Environmental and climate proposals are losing momentum.
-- 2024 proxy season recap: The number of climate-related proposals
plateaued compared to 2023. Shareholder support slightly dropped from
21% in 2023 to 19% in 2024.
-- Some companies attribute this trend to evolving regulations, like
the CSRD in Europe.
-- 2025 proxy season outlook: While E&S issues remain important to
investors, some have been reassessing their approach due to concerns
over ESG backlash and scrutiny around ESG investing.
Governance Proposals
Investor focus is shifting away from E&S issues toward governance topics--such as executive pay.
-- 2024 proxy season recap: Although more governance proposals were filed
in 2024, fewer were brought to a vote compared to 2023.
-- Proposals that did go to a vote were significantly more successful
(9% passed in 2023 vs. 16% in 2024).
-- 2025 proxy season outlook: Companies should expect a similar trend this
year with fewer proposals filed, but more average support.
-- In the first two months of 2025, the primary focus of governance
proposals included requests for director election resignation,
followed by annual director elections.
Shareholder Activism Campaigns and Proposals
Shareholder activism campaigns are set to surge, despite dwindling support.
-- 2024 proxy season recap: The number of shareholder activism campaigns
doubled in recent years, from 206 in 2021 to 411 in 2024. But support
levels dropped from 57% to 38%.
-- 2025 proxy season outlook: Prepare for heightened shareholder activism
and a shift in focus areas.
-- Activists will likely focus more on strategic and operational
decisions and less on mergers and acquisitions, which were highly
scrutinized in 2024.
The volume of proposals may drop in 2025--but this could reflect a deliberate shift in strategy by activists.
-- 2024 proxy season recap: A record level of 1,015 proposals were filed
last year--that's a 27% increase compared to 2021, when 798 proposals
were filed. Proposals voted on also jumped, from 483 to 662.
-- 2025 proxy season outlook: Some companies expect a decline in proposals
this year because of effective shareholder outreach programs and, in
some cases, improved stock performance.
-- However, some proponents may focus more on quality vs. quantity,
filing less prescriptive proposals that will garner more support.
Average Support
After years of steady decline, average support shows an uptick in the early 2025 proxy season.
-- 2024 proxy season recap: Average support for shareholder proposals
peaked at 35% in 2021 and steadily declined through 2024 (23%).
-- 2025 proxy season outlook: As of February 2025, average support for
shareholder proposals stood at 20%, a five-percentage point increase
compared to the same timeframe in 2024.
Commentary on the 2025 proxy season:
"Recent and proposed regulatory changes may cause dramatic shifts to the corporate governance ecosystem. While companies should not ignore those changes, they also should not overreact to them. Boards should remember that good governance and clear disclosure are timeless," said Richard Fields, Head of the Board Effectiveness Practice at Russell Reynolds Associates.
"The 2025 proxy season will likely see sustained shareholder activism and evolving priorities in environmental and social proposals. Businesses should continue to monitor policy updates and ensure compliance with regulatory requirements to navigate this dynamic landscape effectively," said Matteo Gatti, Professor of Law at Rutgers Law School.
"With 'proposal fatigue' growing among institutional investors, companies can strengthen investor support by providing detailed cost-benefit analyses of shareholder proposals. They can do this by presenting more information in the proxy statements on the costs, unintended consequences, and limited benefits of implementing shareholder proposals," said Umesh Chandra Tiwari, Executive Director of ESGAUGE.
About The Conference Board
The Conference Board is the member-driven think tank that delivers Trusted Insights for What's Ahead(TM). 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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SOURCE The Conference Board
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