Trends and Updates from the 2025 Proxy Season

The Freshfields’ team reviewed trends and developments for the 2025 proxy season, summarizing the key takeaways and guidance across the following core areas: shareholder proposals; board and director and senior management trends; SEC updates; ESG proposals, executive and director compensation; Anti-ESG legislation and litigation trends; shareholder activism; investor updates and proxy advisory firm updates.

An overview of the takeaways is outlined below, and the full report can be found here.  We hope this serves as a helpful resource to navigate evolving regulation changes, investor and stakeholder expectations and regulation as companies prepare for the upcoming engagement and 2026 proxy seasons.

• Fewer Proposals, Less Support. There has been a drastic reduction in the overall number of shareholder proposals, in part due to the SEC’s willingness to grant no-action relief after publication of SLB 14M, coupled with lower levels of shareholder support for environmental and social proposals
• Zeroing In: Following a multi-year trend of shareholder proposals reflecting issues of societal importance, proponents are increasingly tailoring proposals to specific company practices and industry
• Retreat to Comfort & Safety: As the regulatory and global environment becomes more uncertain for institutional investors and other shareholders, there has been a retreat to the relative safety of supporting traditional governance and compensation proposals
• Investors Go Dark: After SEC guidance changed, investors dramatically changed their engagement practices, leaving companies without feedback on topics of interest and raising the specter of an uncertain engagement season this fall
• New Admin Influence Over Proxy Season: A new administration led to significant mid-season changes to the SEC, recommendations from proxy advisory firms and policies and voting of institutional investors, although shareholder proposals generally were submitted before the administration change
• Anti-ESG Is All Around Us: Despite limited support for proposals, anti-ESG considerations continue to be a significant topic for companies and their stakeholders and drive changes in the ecosystem
• Activist In The Boardroom? While large-scale proxy contests were won and lost in 2025, activists also focused their efforts outside of boardroom representation, demonstrating a willingness to wage vote-no campaigns, settle without boardroom representation or settle for unnamed future directors