DEI Debates and ESG Battles: April’s Shareholder Engagement Continues to Surge
April 11, 2025
Daniel Kehoe and Caoimhe Taylor
As we look at the second half of April, the United States is once again experiencing a high rate of shareholder activism, with a mixture of remuneration, governance, ESG, and anti-ESG proposals being filed. As has been a key theme all throughout the 2025 proxy season so far, DEI, sustainability and remuneration practices continue to be areas of interest for shareholders. This week we delve further into the latest crop of proposals and explore which companies have been most impacted.
DEI has been a hot topic for shareholders, with eleven diversity-related proposals being filed between 15 and 30 April. The impact of the Trump administration’s rolling back of DEI policies is evident as the vast majority of proposals are from anti-ESG proponents. These proponents are well-known for opposing DEI and believe such policies are discriminatory or even illegal. The majority of these anti-DEI proposals request that the company undertake some form of audit or assessment of the risks associated with DEI and discriminatory practices, and one proposal – filed to Levi Strauss – request that the company to consider abolishing DEI policies altogether. The companies that have received such Anti-ESG proposals in this period are:
- American Express
- AutoNation
- Boeing
- Coca-Cola Co
- Goldman Sachs
- International Business Machines
- Levi Strauss, and
- Pfizer.
Sustainability and biodiversity are other key features at the upcoming AGMs, with resolutions looking for companies to disclose energy supply ratios, targets for reducing waste within their supply and value chains, and adoption of GHG emissions targets. The majority of these seek to ensure the companies are in line with globally accepted standards regarding pollution and sustainability, such as the Paris Agreement; however, yet again, we can see that anti-ESG proposals have been filed, with Citigroup receiving a proposal from the National Center for Public Policy Research questioning the company’s fossil fuel financing programmes being based on potentially ‘incorrect’ research from the International Energy Agency’s Net Zero 2050 Roadmap.
Executive pay and links with ESG are also in the firing line. Goldman Sachs, Coca-Cola Co, and American Express have all received proposals requesting the removal of ESG metrics from executive compensation programmes; all the proposals have been filed by the National Legal and Policy Center, and all are related to the use of DEI metrics in incentive pay. In line with the Trump administration’s programmes, the proponent state that the inclusion of such factors in the company’s remuneration policies “re-enforces instances of discrimination”.
The NCPPR, through its Free Enterprise Project, has been a prominent filer of anti-ESG shareholder proposals. These proposals often challenge corporate diversity, equity, and inclusion (DEI) programs, arguing that such initiatives may “disadvantage certain groups” and “lack clear business rationale”. Despite the increased volume, their proposals generally receive minimal shareholder support.
Similarly, the NLPC’s Corporate Integrity Project submits shareholder resolutions opposing ESG-related corporate policies. For example, the NLPC files proposals requesting companies to de-link executive compensation from diversity goals, highlighting potential legal risks associated with DEI programs.
Bowyer Research provides proxy voting guidelines “tailored for investors sceptical of ESG principles”, advocating votes against proposals it deems inconsistent with traditional fiduciary duties focused on shareholder returns. Their guidelines claim to emphasise neutrality on corporate political and cultural issues, supporting resolutions that question DEI initiatives and oppose corporate involvement in what they term as divisive political issues.
Although active filers, these groups’ anti-ESG shareholder proposals have largely failed to gain significant traction to date.
While 2025 has seen a significant up-tick in anti-ESG resolutions, pro-ESG resolutions remain prevalent across a range of companies with Human Rights and Labour practices proposals at Pfizer, Warrior Met Coal, Wells Fargo, Johnson & Johnson. These companies are being asked to report on discrimination, harassment, and labour practices.
Citigroup and Warrior Met Coal also face proposals on Indigenous rights and collective bargaining. Animal welfare concerns have been raised at Bank of America and Citigroup has been a target for better reporting and oversight of risks associated with animal welfare. Finally, advertising and free speech concerns are raised by proposals at American Express and Coca-Cola, addressing discrimination based on political or religious beliefs, particularly on the potential negative impacts of brand association with sponsorship of politically decisive events.
Further, the notable climate activist group Follow This has suspended its campaigns urging companies to cut GHG emissions and adopt comprehensive sustainability targets, proposals that the group has been filing since 2016. To date, BP and Shell have not received such proposal from Follow This, and the same is expected at the upcoming AGMs of Chevron Corp, Exxon Mobil and TotalEnergies SE.
The ongoing energy crisis exacerbated by the war in Ukraine, and lower returns from renewable energy sources has resulted in progressively lower votes in favour of their proposals, as well as a notable 2024 legal case in which Exxon Mobil sued Follow This and Arjuna Capital, resulting in the withdrawal of their proposal and commitments not to resubmit further resolutions. This comes at a time when major oil and gas companies were beginning to roll back their ESG programmes and climate commitments, and with the Trump administration taking a strong anti-ESG stance, the impact of this on sustainability-forward proposals will continue to be observable throughout the rest of the 2025 proxy season.
As we previously flagged, notable shareholder advocate Mr John Chevedden continues to focus his efforts on executive compensation, notably in respect of termination provisions. Specifically, Chevedden is requesting companies to implement an advisory vote on golden parachute payments, or termination provisions in excess of 2.99 times salary plus target bonus. Twelve companies are in Chevedden’s sights with resolutions filed at Adobe Inc, Avery Dennison, Bio Rad Laboratories, Citigroup, Edison International, HCA Healthcare, Johnson & Johnson, Lithia Motors, Moody’s Corp, Paccar Inc, Pfizer Inc, and PPG Industries.
John Chevedden has also proposed a compensation-related proposal at PulteGroup (April 30, 2025, AGM) which requests the company to amend their clawback policies. The proposal looks to ensure that conduct or negligence and not just misconduct will trigger the mandatory application of the policy. This once again looks to be something which will continue to feature as Chevedden continues to hold executive pay and provisions liable.
Shareholders continue to view governance proposals as a key tool to ensure companies uphold or enhance strong corporate governance standards. Throughout the second half of April, we identify an array of these proposals. For example, Treehouse Foods, Marathon Petroleum, and Regions Financial shareholders are looking to remove supermajority requirements. At Dana Inc. shareholders are looking to make their chairman independent and finally shareholders at Bloomin’ Brands are proposing for the company to allow virtual participation in general meetings as currently Bloomin’ Brands only has a physical meeting. The proposal does not mandate whether the meeting should be hybrid or virtual-only but requests virtual participation to become an option. The governance proposals continue to come frequently and this ongoing battle between shareholders and boards for accountability and transparency highlights the critical role of governance in corporate oversight.
Anti-ESG proposals look set to dominate the 2025 proxy season and it will be interesting to see how the vote tallies stack up. According to Minerva’s statistics, in 2024 we recorded 85 anti-ESG proposals, which received an average of 1.71% votes in favour. So far in 2025, we have recorded the vote statistics of 8 proposals which have received an average support of 3.34% votes in favour.
Although, vote support is very low in both instances, we are witnessing so far in 2025 double the support for these proposals compared to 2024. As we continue to monitor the voting results during 2025, it will be interesting to see if this support continues or whether it was just an initial reaction to broader political shifts, such as the return of Donald Trump to the political spotlight.
With ESG increasingly framed as a contested issue in the United States, the uptick in support may reflect a renewed push back from investors influenced by populist rhetoric or by policies that seek to curb the influence of ESG considerations in corporate governance.
Time will tell whether this trend represents a lasting shift in shareholder sentiment or a short-term spike driven by the political cycle.
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Last Updated: 11 April 2025