Five Takeaways From the 2025 Proxy Season

With the 2025 proxy season mostly in the rearview mirror, several themes have emerged from the resolution of this year’s shareholder proposals. If 2024 was marked by rising pressure on companies from activist shareholders, 2025 has been more about retreat and recalibration. From a slowdown in activism to the continued decline in support for ESG initiatives, investors have been choosing their battles carefully in 2025.

Shareholder Activism Declined After ‘Liberation Day’

Across the board, shareholder activism declined in 2025. According to a report on the 2025 proxy season from the Harvard Law School Forum on Corporate Governance, the overall number of activist campaigns initiated decreased by 10% compared to 2024. The report also found a 26% drop in proxy fights initiated, a 15% drop in dissident nominations, and a 10% decline in formal settlements.

Although new public campaigns were down 11% in the first two months of 2025 compared to 2024, shareholder activism took a marked hit following the White House’s April 2 announcement of new tariffs—an event some have referred to as “Liberation Day.” Following that announcement, new public campaigns dropped a staggering 70%. Noting that activists must remain invested to conduct their campaigns, the report concludes that activists “showed added hesitation to launch public campaigns during this period of market fragility.”

SEC No-Action Relief Rate Held Steady

While the number of requests for no-action relief submitted to the SEC saw a notable increase in 2025, the agency approved them at a rate very consistent with last year.

In the first half of 2025, companies submitted 363 no-action requests, a 36% jump from the 267 requests in 2024, according to a June 26 report from global law firm Freshfields. Of those, 194 proposals had received no-action relief (up from 145 in 2024), 88 did not receive no-action relief (up from 66 in 2024), 74 proposals were withdrawn (up from 56 in 2024) and seven requests were still pending at the time of the report. Freshfields attributed the increase in successful requests in part to SEC guidance (Staff Legal Bulletin No. 14M) from February expanding the circumstances under which the SEC will grant no-action relief pursuant to Rule 14a-8.

Despite the spike in no-action requests, the percentage that the SEC staff granted—54%—was roughly the same as 2024, according to the Harvard Law School Forum on Corporate Governance.

ESG-Related Proposals Continued to Lose Steam

The continued collapse in support for ESG-related shareholder proposals is another unmistakable takeaway. Although investor interest in topics like climate change, greenhouse gas disclosures, and political spending remained high, shareholder support for those issues continued to plummet, Cooley LLP observed in a report. Median support for environmental proposals fell to just 12%, from 19% in 2024 and 21% the year before, according to Harvard. Political spending proposals fared only slightly better. Not a single environmental proposal received majority backing in 2025, Harvard found.

Proposals challenging corporate ESG efforts—anti-ESG submissions—fared even worse. Although more than 35 such proposals were introduced, Harvard found, they earned median support of just over 1%.

Withdrawn Proposals Doubled

Withdrawn proposals have been a prominent feature of the 2025 season. Roughly 160 proposals were withdrawn in 2025, more than double last year’s total of 66, according to Cooley. And only 251 environmental and social proposals made it to a vote, down from 393 such proposals in 2024. Cooley suggests that the increase in withdrawals could reflect greater willingness to negotiate by shareholder proposal backers aware of the declining shareholder support for environmental and social proposals as well as the possibility of no-action relief following Staff Legal Bulletin No. 14M.

‘Vote No’ Campaigns Were Back in Fashion

Finally, “vote no” campaigns made a bit of a comeback. Rather than launch full proxy fights, some activists used targeted withhold strategies to make their point. At Harley-Davidson, H Partners fell just short of unseating board members, and a withhold campaign by Ancora Advisors at Forward Air pushed three directors out the door.

The 2025 proxy season hasn’t exactly been quiet, but perhaps more measured than previous seasons. The mix of global market volatility, new SEC rules, and shifting investor priorities resulted in fewer fights and more settlements. It remains to be seen whether this calm will persist, or whether it precedes a storm of activity next year.