Change and Uncertainties Will Mark 2025 Annual Meeting Seasons, ISS Governance Forecasts

ROCKVILLE, Md. (March 10, 2025) — ISS Governance, a leading global provider of independent and objective shareholder meeting research and vote recommendations and a unit of ISS STOXX, today announced the release of its annual global outlook report, Top Governance & Stewardship Trends for 2025, an in-depth analysis examining trends and many key issues institutional investors and companies are likely to face in 2025.

The main 2025 annual meeting, or “proxy,” seasons across the northern hemisphere will this year occur against a backdrop of fast-shifting regulatory environments and uncertain geopolitical risks, including potential trade wars and ongoing regional conflicts.

“Many investors and their portfolio companies alike will face challenges during the annual meeting seasons this year reflecting economic and political changes and uncertainties, and the impact they may have on key governance and stewardship issues such as corporate risk oversight, supply chain management, M&A activity, executive compensation, climate risks, human capital management, as well as board oversight and accountability,” predicts Georgina Marshall, Global Head of Research for ISS Governance.

Key takeaways from the report include:

M&A and Activism

• In the U.S., M&A activity accelerated in 2024. This momentum is expected to continue into 2025, due in part to anticipated changes in the regulatory environment, including a general perception that the new administration will be more receptive to domestic transactions
• Across Asia, there is increasing scrutiny on M&A activity, particularly for cross-border transactions in strategic industries in Asia, following the trend of national security-driven deal restrictions, similar to those seen in the U.S. and EU. 
• Shareholder activism in the U.S. increased in 2024, as measured by the number of proxy contests going to a vote jumping to 32 compared with 23 in 2023. This trend is expected to continue into 2025, with one large-cap contest already on the books and activist activity showing no signs of abating. A push for succession planning remains a theme for dissidents, as does activism generally at large-cap companies.
• Despite the number of proxy contests for European board seats remaining stable through 2024, there are early signs of an increase in activism in 2025. Notable developments include a coordinated campaign to replace the entire board at seven U.K. investment trusts, the first foray by the campaign’s leader outside the United States.

Director Elections 

• The number of failed U.S. director elections decreased in 2024. Only 34 directors in the Russell 3000 failed to win a majority last year. For the second year in a row, only one company in the S&P 500 saw directors fail to win majority support. 
• Director election support remains robust in Canada: Support remained high at 96.7 percent for S&P/TSX Composite and 97.8 percent for S&P/TSX 60 companies. No director failed to secure majority support in 2024. 
• Board independence and diversity will remain key areas of focus in Asia in 2025: Malaysia, Singapore, and Taiwan show steady evolvement after regulatory moves, though many family-controlled enterprises remain slow to adopt reforms. 

Compensation and Say-on-Pay

• Executive remuneration gets top billing in the United Kingdom. Given the passing of a number of remuneration policies containing hybrid incentive plans in 2024 and the clarity provided by the late-2024 publication of the Investment Association’s updated Principles of Remuneration, there are likely to be more unconventional remuneration proposals in 2025.
• Higher support for say on pay in 2024 means fewer U.S. companies will need to demonstrate responsiveness to 2024 low say-on-pay support. In the U.S., the percentage of companies with failed say-on-pay votes in 2024 decreased to the lowest level since say-on-pay debuted in 2011, dropping to 1.1 percent compared to 2 percent in 2023. Companies receiving between 50 percent and 70 percent support also dropped from 6.6 percent in 2023 to 5.1 percent in 2024.

Environmental & Social (E&S) topics

• Actions taken by the new U.S. administration related to E&S topics that may impact 2025 proxy season are numerous. In its early days, the Trump Administration signed Executive Orders on issues ranging from workforce diversity goals to energy project siting. Many appointees for federal roles are likely to take positions opposite those of the Biden Administration. It will take some time to know how the policies and actions of the new administration might impact proxy voting on environmental and social issues, but the impact is likely to be significant.
• Average support for E&S proposals continued to decline in 2024, a trend projected to persist into 2025. Support for E&S shareholder proposals at U.S. companies continued to decrease, likely driven by the prescriptiveness of some proposals, the rising number of so-called counter-ESG proposals, the politicization of ESG, and questions regarding the worth of some CSR initiatives.

To download a copy of the full report, please click here.

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About ISS Governance
Founded in 1985 as Institutional Shareholder Services (ISS) Inc., ISS Governance is a leading global provider of independent and objective shareholder meeting research and recommendations, providing multiple voting policy choices as well as end-to-end workflow solutions for institutional investors. More than 1,600 clients worldwide utilize ISS Governance’s actionable expertise to help them make informed investment stewardship decisions, and to help them manage their voting responsibilities. Covering over 50,000 meetings annually, ISS Governance leverages its extensive global footprint, deep experience, high quality data and analysis, unified client support, and technology infrastructure to continuously evolve and extend its innovative suite of solutions to meet clients’ evolving portfolio, fiduciary, and stewardship requirements. Learn more at: https://www.issgovernance.com/solutions/proxy-voting-services/ 

About ISS STOXX
ISS STOXX GmbH, through its group companies, is a leading provider of comprehensive and data-centric research and technology solutions that help capital market participants identify investment opportunities, detect qualitative and quantitative portfolio company risks, and meet evolving regulatory requirements. With roots dating back to 1985, we today deliver world-class benchmark and custom indices across asset classes and geographies and serve as a premier source of independent corporate governance, sustainability, cyber risk, and fund intelligence research, data, and related offerings. Our products and services give clients the scale and leverage they need to grow their business more effectively and efficiently. ISS STOXX, which is majority owned by Deutsche Börse Group, is comprised of more than 3,800 professionals operating across 30 global locations in 20 countries. Its approximately 5,500 clients include many of the world’s leading institutional investors who turn to ISS STOXX for its objective and varied offerings, as well as companies focused on ESG, cyber, and governance risk mitigation as a shareholder value enhancing measure. Clients rely on ISS STOXX’s expertise to help them make informed decisions to benefit their stakeholders.  

Media Contact:
Izabella Nagy
Communications Analyst
press@iss-stoxx.com