Shareholder proposals at U.S. companies dropped steeply in the 2025 proxy season, falling back to 2022 levels amid regulatory shifts, investor fatigue and growing political scrutiny, a new report said on Wednesday.
The number of proposals filed at Russell 3000 companies fell 16 percent to 781, down from 932 in 2024, according to The Conference Board, which published the analysis with ESGAUGE, Russell Reynolds Associates and Rutgers Center for Corporate Law and Governance.
“The heightened politicization of ESG issues and widespread regulatory uncertainty are making some investors more cautious,” said Ariane Marchis-Mouren, senior governance researcher at The Conference Board. “Rather than backing proposals that seem overly prescriptive or ideological, investors are focusing more on company-specific risks and direct engagement.”
Overall Activity Holds Steady
While the number of filings dropped, overall investor support held stable at 23 percent, compared with 22 percent a year ago. The share of failed proposals fell to 52 percent from 59 percent, while passage rates edged higher to 7 percent from 5 percent.
Companies, however, sought to block more proposals. No-action requests to the Securities and Exchange Commission surged to 325, following new guidance in February, driving the omission rate to a record 23 percent.
Sharp Drop in Human Capital and Environmental Proposals
Human capital management proposals, including those on diversity, equity and inclusion, recorded the steepest decline, falling 35 percent year over year. Pay equity filings dropped from 20 in 2024 to just three this year, with average support sliding to 9 percent from 15 percent.
Environmental proposals also retreated. Filings fell 26 percent, support dropped to 10 percent from 18 percent, and none passed for the first time in six years. Climate-related proposals made up half of filings, down from 65 percent last year, while emerging topics such as biodiversity gained limited traction.
Social and Governance Issues See Diverging Trends
Social proposals, including political spending and lobbying disclosures, declined 23 percent but recorded higher success rates. Five proposals passed this year compared with one in 2024, with investors favoring more targeted and data-driven requests.
Governance-related proposals bucked the downward trend, rising slightly to 261, the highest volume of any category. They also attracted the strongest backing, averaging 38 percent support. Proposals to expand shareholder rights, such as eliminating supermajority voting, were among the most popular.
“Governance proposals remained a focal point in 2025,” said Richard Fields, head of the board effectiveness practice at Russell Reynolds Associates. “Their steady performance underscores investors’ sustained emphasis on long-term board oversight and structural improvements.”
Anti-ESG and Compensation Proposals Gain Little Ground
So-called anti-ESG proposals remained largely marginal, with 105 filed and average support of just 2.4 percent. None passed.
Executive compensation proposals also saw little traction. Filings held steady at 68, with average support at 16 percent. Investors continued to prefer say-on-pay votes over prescriptive measures like clawbacks or ESG-linked pay metrics.
