Proxy season by the numbers: What 2025 filings tell us about investor priorities

The 2025 proxy season saw an evolution in shareholder engagement on sustainability-related issues in response to mounting political scrutiny and a changing regulatory environment in the US.

Data^[1] from the PRI’s Resolution Database indicates that the number of sustainability-related shareholder resolutions filed this proxy season declined by 25.03%, from 823 in 2024 to 617 in 2025 (1 January to 31 July).

In the US, the number of shareholder proposals filed dropped considerably, falling from 709 last year to 470 this proxy season. In contrast, activity outside of the US continued to grow from 114 resolutions filed in 2024 to 147 in 2025. Of these, 108 were focused on Canadian-headquartered companies and 39 on companies outside of North America – Japan (11), UK (10) and Norway (10).

Despite an increase in volume, proposals from known “anti-ESG” proponents continue to receive minimal support, averaging 2.5 % in 2025, an insignificant change from the 2.4% average in 2024.

Analysis of themes that have emerged this year may provide an early indication of how and where investor engagement is responding to external pressures, though it is too soon to determine whether the changes observed this year mark a longer-term shift in investor and company behaviour or a short-term response to the evolving regulatory and political environment.

Figure 1. Sustainability-related shareholder resolutions by theme and region

Governance-related proposals remain dominant

Governance continues to be the most common theme of shareholder resolutions in the 2025 proxy season, with 112 resolutions related to shareholder rights alone.

Notably, this year, only governance-related shareholder proposals received over 50% support, a marked shift from previous years when majority-supported resolutions were more evenly distributed across environmental, social and governance-related themes. This change is driven by a range of factors, including a changing political environment and asks becoming more ambitious after earlier annual general meetings (AGM) covered the ‘easy wins’.

SEC guidance change reduces scope for US shareholder proposals

In February 2025, the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission’s (SEC) issued Staff Legal Bulletin No. 14M. This reinstated a narrower interpretation of what qualifies as a “significant policy issue” under Rule 14a-8. This rule governs when companies must include shareholder proposals in their proxy materials.

Under rule, proposals can be excluded in the US if they are considered economically irrelevant to the business, relate to ordinary day-to-day operations or involve overly detailed “micromanagement.” The SEC Staff’s guidance redefined the guidelines around when an issue raised by a proposal would be so significant that a proposal could not be excluded.

Following these changes, the 2025 proxy season saw a 41% increase in the number of shareholder proposals omitted from proxy materials through no-action requests compared to 2024. A no-action request is when a company asks the SEC Staff to confirm it will not recommend enforcement if the company excludes a proposal from its proxy materials.

The proportion of no-action requests granted by the SEC Staff remained broadly unchanged from 2024 (68%) to 2025 (69%), indicating that the increase in the number of proposals omitted was driven by more companies making such requests rather than a higher success rate.

Which resolutions are gaining support?

This year:

• 34 shareholder resolutions gained over 50% support;
• 117 resolutions received over 20% support, down from 223 in 2024.

Over 20% support for a shareholder resolution is often considered to be the threshold to prompt formal company action. While the total number of resolutions filed fell by about 25.03% this year, the number reaching this 20% threshold nearly halved — a sharper drop in relative terms.

Table 1. Average support for sustainability-related shareholder resolutions in the 2025 proxy season

Shareholder rights continue to gain strong support

Shareholder rights – which underpin investors’ ability to use annual general meetings (AGMs) as a key communication tool – have been at the fore of the 2025 AGM season in North America. Resolutions addressing shareholder rights emerged as the most commonly filed topic this year and received the highest average levels of support, at 41.90%.

Majority shareholder voting related resolutions stood out in terms of the support they attracted, with the 18 resolutions on this issue averaging 75.64% votes in favour. Notably, these resolutions often proceed without an opposing board recommendation, contributing to strong shareholder support at numerous AGMs, such as Duke Energy (98.05%) and Hologic (84.82%).

The focus on shareholder rights is heavily concentrated in the US and Canada, where 109 resolutions, representing 18.86% of all filings, were submitted. In contrast, only three such resolutions were filed outside North America.

Environmental resolutions focus on disclosure

The 2025 proxy season saw a notable decline in environment-related proposals, with 169 filings across 114 companies, down from 250 proposals at 164 companies in 2024.

While social and governance proposals increasingly aimed to drive corporate policy change, environmental filings primarily focused on disclosure, accounting for 112 of the proposals this year.

The stronger emphasis on disclosure and reporting marks a change from last year when a higher proportion of environmental filings focused on target setting and corporate policy changes.

For example, Shell faced a resolution in 2024 calling for the adoption of scope 3 GHG targets aligned with 1.5 °C, while in 2025 shareholders have instead asked for disclosure of LNG forecasts and investment alignment with climate goals.

Despite a decline in number from a peak of 91 filings in 2024 to 71 in 2025, resolutions related to net zero and greenhouse gas (GHG) emissions have remained a thematic focus of this year’s proxy season.

Proposals addressing waste and pollution have remained relatively stable, with 30 resolutions filed this year compared to 33 last year. A substantial share of these resolutions address sustainable packaging efforts, including those filed at The Kraft Heinz Company and Walmart.

AI-focused resolutions on the rise

The number of resolutions filed relating to artificial intelligence (AI) continues to increase, from eight in 2023 to12 in 2024, and then nearly doubling to 23 in 2025.

While 2024 proposals focused on AI transparency and reporting, 2025 filings have shifted towards board-level governance of AI. Resolution asks include the creation of AI committees, the assessment of board oversight of AI and adherence to the 2023 Voluntary Code of Conduct on the Responsible Development and Management of Advanced Generative AI Systems.

Overall, support for AI-related resolutions remained modest – between 2% and 18% – representing a slight decrease from last year.

Reflections from 2025

The increased focus on and support for resolutions related to shareholder rights may reflect investor responses to perceived constraints on AGM participation, while shifts in the framing of climate proposal asks indicate how investors are adapting to changes in the shareholder proposal filing guidance.

Voting remains a crucial tool, particularly when used to escalate concerns or reinforce ongoing engagement. But voting should not be viewed in isolation. Stewardship strategies must remain adaptable and holistic, drawing on direct and collaborative engagement, public policy work and other tools to be effective in a fast-evolving context. For more on how investors can approach this strategically, see our previous blog: Proxy season 2025: Exercising shareholder rights remains as important as ever.

Additional details on sustainability-related shareholder resolutions and voting outcomes are available on the PRI Resolution Database, where signatories can also export data for independent analysis.

Resolution Database disclaimer:  PRI Association is committed to compliance with all applicable laws and does not seek, require or endorse individual or collective decision-making or action that is not in compliance with those laws. Participants must not share or exchange non-public, competitively sensitive information. Participants must avoid coordination of strategic behaviour that impacts competition. Participants must make independent decisions regarding next steps and how they will pursue them. Any decision by signatories to take action with respect to acquiring, holding, disposing and/or voting of securities shall be at their sole discretion and made in their individual capacities. Pre-declarations are non-binding and submitting a pre-declaration does not cast a vote or confer authority on the PRI to vote on behalf of its signatories. PRI signatories are also encouraged to consult their own counsel as appropriate.

 General disclaimer:  The PRI blog aims to contribute to the debate around topical responsible investment issues. It should not be construed as advice, nor relied upon. The blog is written by PRI staff members and occasionally guest contributors. Blog authors write in their individual capacity – posts do not necessarily represent a PRI view. The inclusion of examples or case studies does not constitute an endorsement by PRI Association or PRI signatories.