Nearly a quarter of investor proposals at US companies have been blocked by the regulator so far this proxy season.
Research from shareholder engagement company Georgeson showed that the number of successful ‘no action’ requests granted to large public firms is already 40% higher than last year’s entire proxy season.
The ‘no action’ process is designed to give listed companies peace of mind that the Securities and Exchange Commission (SEC) will not punish them if they refuse to let their investors vote on a proposal at their annual meetings.
It is reserved for instances in which issuers can demonstrate that the request is not appropriate.
Earlier this year, as part of broader efforts to reduce the influence shareholders and activists have over management decisions, the SEC updated its guidance to make no-action reliefs easier to obtain.
Georgeson’s analysis of the proxy season so far found that, partly as a result of that change, 23% (197) of all proposals tabled at companies since July 2024 had successfully been blocked.
Between July 2023 and June 2024, the figure was just 14% (141).
The level of shareholder requests being submitted fell for the first time in five years, the report noted. There have been 852 proposals, compared with 1,000 during the full 2024 proxy season and 947 for 2023.
Just 10 proponents were behind 67% of those submissions.
‘Anti-ESG’ requests – those focused on curbing the sustainability ambitions of companies – hit a record high of 131 so far this season, up nearly 40% since 2023, but they still attract minimal shareholder backing.
Shareholders have also cooled on environmental and social proposals that do survive the ‘no action’ process: support dropped for the third year in a row, averaging 18% compared with 20% last proxy season.
Of the 139 environmental requests, 40 made it through to the ballot, but none passed.
Socially-focused submissions dropped by a third, with 225 so far in 2025 compared with 335 for the full 2024 proxy season. There have been fewer than half the number of diversity-related submissions over the period.
There has been more enthusiasm for governance-related proposals, which saw support rise to 37% from 35% last year, according to Georgeson.
Notably, 95.6% of shareholders were happy with this year’s executive remuneration packages, up from 94.8% last year. The report said this “suggests investor satisfaction with board performance”.
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