2025 proxy season: what were the key themes?
Despite a backdrop of unprecedented geopolitical and market volatility, the 2025 proxy season was remarkably "business as usual", with the exception of the US.
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From the outset, the US proxy season was geared up to be eventful as companies, regulators, shareholders and other stakeholders adapted to an evolving policy and legal landscape.
At Schroders, however, our approach to voting at US company meetings did not change this year and we remain committed to our core values of:
- Engaging with companies and voting on all material governance and sustainability issues, including climate and human capital.
- Assessing each proposal on a company-by-company and case-by-case basis.
- Continuing to make voting decisions in the best financial interests of our clients’ investments.
We believe that as an active investor, when we invest in a company on behalf of our clients, we can protect and enhance the value of that investment by engaging with those companies on salient issues, as well as by exercising our voting rights. We also have a role to play in supporting our investee companies to constructively navigate the challenges that arise from regulatory and policy change.
We voted at 1,081 US company meetings and voted on 11,988 proposals in 2025 YTD.1 We voted against management on 17.31% of these proposals this year.
One element of continuity with previous US proxy seasons was the persistence of large executive compensation packages and the high-level of shareholder support for them. On average, Say-on-Pay proposals received 91.4% of supportive votes.2 Since January 2025 only eleven Say-on-Pay proposals failed to receive majority support. This is consistent with 2024 when only 1.2% of Say-on-Pay proposals received less than 50% shareholder support.3
There were, however, some notable outliers. For example, Warner Bros Discovery’s Say-on-Pay proposal failed to secure majority shareholder support this year. Similarly, Goldman Sachs received the lowest level of shareholder support for its executive compensation in almost a decade. Overall, we supported 51%4 of Say-on-Pay proposals this year, compared to 46% in 2024.5
There was also an increase in the number of companies seeking shareholder approval to move their business incorporations from Delaware to other jurisdictions, such as Nevada and Texas, that are perceived to have preferential corporate laws.
Director elections remain front of mind
We voted against 8% of board-related management proposals at US companies, compared to 2024 when we voted against 6.8% of board-related management proposals.
In some cases, we voted against directors on grounds of insufficient diversity across a range of dimensions/of perspectives and breadth of experience at Board and/or executive management level, where we deemed this issue to be a material risk to the companies. We also increased the number of votes against directors on grounds of lack of adequate management of climate risks, where our analysis suggested this may translate into financial impacts to the business over time. Globally, we voted against 76 directors on climate grounds at 62 companies in 2025, compared to 2024, when we voted against 35 directors at 28 companies. In other instances, our votes against directors were driven by other risk factors, such as escalation following Global Norms controversies, or lack of adequate deforestation policies, where we determine this to present material risk due to anticipated regulatory change.
Rise of "no action relief" requests granted by the SEC leads to decline in shareholder resolutions in the US
Further to the Securities Exchange Commission (SEC) guideline changes to Rule 14-8, the number of successful "no-action" relief requests for shareholder resolutions granted to Russell 3000 companies rose by 40% so far this proxy season, compared to 2024.6 When successful, no action relief requests allow companies to exclude a shareholder resolution from their proxy materials. Additionally, withdrawals appear to have more than doubled relative to 2024, reflecting greater willingness of companies and shareholders to reach agreements. As a result, fewer shareholder proposals that were filed at companies made it to the ballots this year. Overall, we voted on 421 shareholder proposals at US companies in 2025, compared to 560 in the previous year.
Some of the key themes that continued to be prevalent in shareholder proposals in 2025 were freedom of association and collective bargaining, child safety impacts, risks associated with AI implementation and climate-related proposals.
We supported 57% of the shareholder proposals that we voted on so far this year, compared to 61% in 2024. The slight decline in our support is due to the increase in anti-ESG (environmental, social, governance) proposals that we did not support. Our analysis of these proposals indicated that they presented a material financial risk to the companies.
The number of shareholder proposals focused on corporate governance issues such as dual class share structures, classified boards, independent directors and severance policies grew year-on-year. In total, we voted on 213 governance-related shareholder proposals, of which we supported 68%.
For the second year in a row, we co-filed a shareholder resolution at Meta Platforms asking for the disclosure of vote results by share class. This resolution continued to see significant support from independent shareholders, which we estimate to be about 65% support of Class B shareholders, increasing support from 2024.
Reduced support for environmental and social resolutions, with few exceptions
In the US we voted on 63 environmental shareholder proposals, of which we supported 44%. We also supported 50% of the 135 social shareholder proposals that were filed.
There were fewer social and environmental shareholder proposals on proxy statements this year in the US, and overall support also declined by about three percentage points for social and five percentage points for climate compared to 2024.7
Despite this decline, shareholders continued to express support for greater oversight and management of social or environmental issues where they presented a material risk to companies. An example of this is seen in human rights proposals, where support increased by two percentage points compared to 2024.8 For example, a shareholder proposal asking Dollar General to adopt a comprehensive human rights policy throughout its operations and value chain received over 22% support. We co-filed this proposal, as we believe it would help the company address material risks related to the safety of its employees, an area where it has incurred significant penalties.9
Shareholder proposals on environmental issues received low support in the US this year, with fewer resolutions targeting high emitting companies. However, two shareholder proposals that stood out for garnering over 20% shareholder support were filed at PulteGroup Inc and Centene Corp. These resolutions called for the companies to adopt Paris-aligned greenhouse gas emission reduction goals.
In Canada, a shareholder resolution was filed across several of the large banks asking them to disclose the ratio of their finance provided to low-carbon energy versus fossil fuel energy. This received over 30% shareholder support at Bank of Montreal, ScotiaBank and Toronto-Dominion Bank.
The question of competitiveness of UK executive pay continues to take center stage
In the UK, the narrative around the need for more competitive remuneration for UK executives continued to gain traction. Many of the new remuneration policies that were put forward for shareholder approval this year reflected this trend by proposing higher levels of total pay and more US-adjacent compensation structures.
For example, the London Stock Exchange Group’s (LSEG) new remuneration policy garnered a significant level of shareholder dissent. Along with 30% of shareholders, we voted against the policy at the AGM. It proposed a significant increase to the CEO’s base salary, whilst reducing the performance targets for the variable awards, therefore rendering the maximum vesting of the variable awards more easily attainable.
Notably, we also saw the major UK banks introduce new remuneration policies following the removal of the bankers’ bonus cap. Overall, we were supportive of the majority of these new policies. Unlike LSEG, in our view, the performance targets selected were robust and challenging and would, therefore, ensure a good level of alignment between future executive pay and shareholders’ experience.
Supportive of shareholder resolutions in the UK
This year, living wage-related shareholder resolutions were filed at three UK retailers: Next Plc, Marks and Spencer Plc (M&S), and JD Sports Plc. The resolutions called for the disclosure of the companies’ approaches to setting wages, along with other workforce data including turnover. We voted in support of the resolutions, believing this to be a material issue for the companies on which investors would benefit from enhanced disclosure. At Next and M&S, the resolutions received over 20% support, which means that the companies must formally respond within six months of the respective votes, in line with the UK Corporate Governance Code.
Along with 20% of other shareholders, we supported a shareholder resolution filed at Shell Plc which requests the company to disclose whether and how its demand for liquified natural gas (LNG), its LNG production and sales targets, and new capital expenditure in natural gas assets are consistent with its climate commitments, including its target to reach net zero emissions by 2050.
Virtual AGMs and board independence: Europe’s Achilles heel
In Europe, several recurring corporate governance issues were once again prominent this year.
Firstly, there continues to be apprehension regarding the use of discretionary bonuses awarded to executives. These bonuses are often granted outside the formal boundaries of the approved remuneration policies, raising questions about transparency and accountability in pay practices.
Secondly, the increasing prevalence of virtual-only AGMs, combined with a number of share-blocked markets10 which force investors to choose between voting and the flexibility to trade, has heightened concerns about the erosion of minority shareholder rights. These formats may restrict shareholders' ability to participate effectively, ask questions, and hold boards to account.
Finally, board independence is a persistent issue, specifically the appointment of non-independent chairs. In cases where the Chair is not independent, it is expected that a Lead Independent Director be appointed and that the majority of the remaining board members maintain independence.
In Europe and the UK, we saw fewer "Say on Climate" management proposals than in prior years, although our support for these proposals remains high. For example, TotalEnergies removed its annual "Say on Climate" proposal but kept climate on the AGM agenda as a non-voting item. Bucking the trend, the French real-estate company, Icade, introduced a "Say on Biodiversity" proposal.
Asia: governance shareholder proposals on the rise
The challenge of addressing low valuations remained high on the agenda across several Asian markets, with more "Value-Up” initiatives launched in Japan, South Korea and China as regulators urged companies to take action.
We also saw a significant rise in the number of governance-focused shareholder proposals filed at Japanese companies. This year, we voted on 141 governance-related shareholder proposals at Japanese companies, compared to 93 in 2024. The shareholder resolutions focused on important topics such as improving balance sheet efficiency and calling for more share buyback programs. There were also several shareholder resolutions focused on improved management of climate risks.
Our support for these shareholder resolutions was on a case-by-case basis, taking into consideration several factors when making voting decisions - such as whether the company holds substantial excess cash on its balance sheet, the level of independent representation on the board, and the company’s price to –book –ratio (a measure of the market valuation of the company compared to the value of its assets minus liabilities).
1YTD refers to year-to-date from 1 January 2025-31 July 2025
2An early look at the 2025 US Proxy Season, Georgeson (An early look at the 2025 proxy season)
3An early look at the 2025 US Proxy Season, Georgeson (An early look at the 2025 proxy season)
4Schroders voting data from 1 January 2025-31 July 2025
5Schroders voting data from 1 January 2024-31 July 2024
6 Georgeson, 2025
9 https://www.osha.gov/news/newsreleases/national/07112024-0
10 Share-blocked markets include Argentina, Curcacao, Egypt, Iceland, Kazakhstan, Lebanon, Luxembourg, Mauritius, Morocco, Switzerland
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