According to Debevoise & Plimpton’s “2025 Proxy Season in Review,” while concerns that Rule 14a-19’s universal proxy would be a game changer have not manifested, activists attained 112 of 216 (52%) sought-after board seats, primarily (92%) via settlement rather than a proxy vote. The briefing, which includes an overview of shareholder proposal activity, also notes the prominence of “withhold” or “vote no” campaigns Forward Air, Harley-Davidson) and summarizes disclosure practices on trending topics.
Courtesy of Proxy Analytics, the following table shows the significant decline in ISS support in the 2025 proxy season for shareholder proposals across categories compared to the 2024 season:
ISS “for” recommendations for environmental and social (E&S) shareholder proposals dropped from 44% in 2024 to 17% this season, whereas Glass Lewis’s support declined modestly from 31% to 26% season-over-season.
The foregoing notwithstanding, shareholder support for proposals by proxy advisor recommendation (“for” or “against”) was generally on par with prior seasons, averaging ~50% support where both ISS and Glass Lewis recommended “for” a proposal (33% for E&S proposals, specifically) vs. 7% in those cases where both proxy advisors made “against” recommendations (8% for E&S proposals, specifically) .
In-house members may contact Randi Morrison for Proxy Analytics’ more comprehensive overview.
Sullivan & Cromwell's "2025 Proxy Season Review: Part I" includes a plethora of data on 2025 proxy season shareholder proposals for meetings through June 30, 2025, and year-over-year proposal trends, as well as a recap of no-action requests and responses.
Noteworthy year-over-year proposal trends are shown here:
John Chevedden continued to be the most prolific proponent by a wide margin—submitting 256 proposals, or approximately 34% of all proposals and 62% of Governance proposals, followed distantly by As You Sow at 44.