Below is an excerpt from ISS-Corporate’s recently released paper “2025 U.S. Governance Post-Season Review: Evolving Priorities in a Shifting Landscape”. The full paper is available for download from ISS-Corporate’s resources page.
Key Takeaways
- Political, legal, and regulatory changes contributed to an altered landscape for governance, DEI and sustainability issues;
- “Traditional” skills appeared to be on-trend for directors;
- Directors with significant outside board commitments have declined while investor support for overboarded directors improved;
- Investors may be reassessing lengthy tenure; vote outcomes suggest more leniency on this topic;
- Shareholder proposal volume significantly declined, with a quarter submitted ultimately omitted from proxy ballots; governance proposals dominated the season.
The dynamic 2025 proxy season was marked by significant shifts for issuers and shareholders alike. Political, legal, and regulatory changes left market participants scrambling to adapt and adjust, all while navigating market uncertainty and volatility during the height of proxy season. Against this backdrop, shareholder support for director elections continued to rise from a low point during the pandemic.
While boards continued to have diverse representation despite increased pushback against diversity, equity, and inclusion initiatives, the attributes of incoming directors showed a greater emphasis on more traditional skills and expertise. Meanwhile, investor attitudes may be changing toward other issues such as directors’ commitments to several companies or what is considered an overly long tenure.
The steep drop in environmental, social, and political contribution shareholder proposals to make the ballot meant that governance proposals continued to dominate, particularly those aimed at improving shareholder rights. The debate over reincorporation to states with less stringent shareholder protections than Delaware captured a lot of attention, but only a few companies have proposed to do so.
The 2025 proxy season demonstrated a continuation of long-term trends as well as sharp and dramatic shifts in investor and corporate behavior, providing a great deal for shareholders and issuers alike to examine going forward.
By:
Anna Desis, Compensation & Governance Advisor
Alyce Lomax, Compensation & Governance Advisor
Amanda Mayberry, Compensation & Governance Advisor
