May Madness: Vote No Campaigns & ESG Wars
May 15, 2025
By Daniel Kehoe and Caoimhe Taylor
Proxy season continues as we move into the second half of May, and as expected, there is still high numbers of shareholder proposals being filed. As we move towards the end of the 2025 peak season, the number of shareholder proposals is starting to decline compared to our analysis in the blog post two weeks ago, when we observed the highest volume of shareholder resolutions. According to Minerva’s data, 213 proposals were recorded during the first two weeks of May, the blog can be found here.
ESG issues remain prevalent on meeting agendas, with trends leaning towards increased climate transparency and accountability, concerns about the ethics of generative AI usage, and calls for increased Board Chair independence, Additionally, there is also significant anti-ESG rhetoric as DEI continues to be a target for certain shareholders. Also noteworthy are the number of ‘Vote No’ campaigns against certain board directors, such as at McDonald’s, ExxonMobil, and FirstEnergy. This blog highlights and unpacks the most significant of these proposals, including the reasoning behind these ‘Vote No’ campaigns, and outline what we can expect as we move into June.
In a uncertain regulatory environment for shareholders, shareholders are employing various tactics to influence ESG practices. One emerging tactic gaining traction this season is the use of ‘Vote No’ campaigns. These campaigns are primarily used to urge shareholders to vote against a resolution due to ESG concerns rather than filing a shareholder proposal to raise the issue. ‘Vote No’ campaigns can be used to express dissatisfaction on a variety of resolutions, such as executive pay and auditor appointments, but are most commonly used against specific directors to encourage board accountability.
Table 1: Vote No Campaigns between May 19, 2025-June 30, 2025
These campaigns are centred on holding companies publicly accountable on ESG practices, and the second half of May will see McDonald’s (May 20, 2025), FirstEnergy (May 21, 2025) and ExxonMobil (May 28, 2025) all face ‘Vote No’ campaigns. The Shareholder Commons has filed a ‘Vote No’ against McDonald’s Board Chair Chris Kempczinski (Item 1g) due to concerns over its alignment with the World Health Organization guidelines on antimicrobial resistance.
Majority Action have recommended FirstEnergy Corporation shareholders vote against Lisa Winston Hicks, Lead Independent Director (Item 1.4) and Paul Kaleta, Chair of the Corporate Responsibility and Political Oversight Committee (Item 1.5) due to concerns the Company is falling short in terms of aligning business practices with climate goals. Similarly, Majority Action have also recommended a vote against ExxonMobil directors Joseph L. Hooley, Chair of the Nominating and Governance Committee (Item 1.06) and Lawrence W. Kellner, Chair of the Environment, Safety, and Public Policy Committee (Item 1.09) due to concerns over climate strategy. According to Majority Action, ExxonMobil has consistently failed across three critical areas: target setting, capital expenditure alignment and climate policy engagement.
As is common every proxy season, shareholders continue to file proposals on governance factors. For example, both Amazon and Home Depot are set to face proposals requesting the separation of the Board Chair and CEO roles. The Council of Institutional Investors corporate governance policies recommend that CEO and Chair roles should only be combined in limited circumstances; Board Chairs maintain a large amount of influence, having oversight of long-term goals and fiduciary duty, and thus a non-independent Chair can lead to conflicts of interest, especially where the Chair is also the CEO. These proposals occur extremely frequently, demonstrating shareholders’ continued concern with maintaining good corporate governance practices aligned with international standards.
Human rights and labour practices also remain high on the agenda, continuing a similar trend in the 2024 proxy season. Ensuring human rights due diligence good practices is of key concern to shareholders given the potential legal and reputational impacts that can rise within a company’s supply chain. Proposals at Mondelēz and Merck & Co request reviews and assessments of the companies’ human rights policies across their operations. Due diligence disclosures are recommended, although not required, by the UN Guiding Principles, and proposals of this nature certainly indicate shareholders are supportive of greater transparency on the human rights impacts of companies and how companies are overseeing and mitigating risks.
Amazon and Wendy’s have both received proposals regarding labour standards. This should not come as a surprise for Amazon, which has received proposals regarding warehouse working conditions annually since its AGM 2022. A number of public reports have also been published on Amazon’s treatment of employees and concerns regarding the high injury rates in its warehouses and use of employee surveillance technologies. The proposal filed at Wendy’s raises concerns with alleged human rights violations in its agricultural supply chain, namely alleged human rights abuses within berry and tomato farming in Mexico. In both these cases, shareholders continue to hold companies’ accountable and push for further transparency in how companies ensure they adhere to suitable labour standards and treatment of their employees.
Artificial Intelligence proposals were a trend in 2024 and continue to be prominent in the 2025 proxy season, as shareholders look for more information from companies on the risks and responsibilities surrounding its use. Amazon and Meta are two of the key AGMs for shareholder proposals each year and both face proposals by anti-ESG shareholder group, National Legal and Policy Center to adopt tighter control over the development and use of generative AI. However, being an anti-ESG proposal the proposal is indeed less about promoting ethical safeguards and more focused on restricting the use of AI in ways the proponent views as advancing political or ideological agendas that do not run in parallel with their own beliefs. At Amazon, the proponent is seeking a report assessing AI risks and whether its deployment aligns with principles of neutrality, whereas at Meta, the proposal targets AI governance related to content moderation, raising concerns regarding both censorship and bias.
On the other hand, pro-ESG investors such as As You Sow, and AFL-CIO have filed proposals asking for greater transparency and stronger ethical commitments on AI. These proponents argue that without clear governance frameworks then companies may be exposed to significant reputational, financial and operational risks. This shows the clear paradox between the anti-ESG and pro-ESG groups and highlights the growing complexity of AI as a corporate governance issue, with investors divided on how responsible AI adoption should be managed. We expect to see more AI proposals in June, including at Alphabet.
A wave of anti-ESG, and specifically anti-DEI, compensation proposals have been filed at McDonald’s and Merck & Co, requesting the removal of DEI metrics from executive remuneration programmes; both of these proposals come from the National Legal and Policy Center, a noted anti-ESG proponent. The proponent argues that adopting non-GAAP incentives into compensation schemes can increase legal and reputational risks, especially as it is their opinion that DEI programmes are discriminatory in nature, and links to broader ongoing campaigns that seek to scale back DEI initiatives. It is unlikely that these proposals will receive significant shareholder support, but given the ongoing general trend away from DEI policies in the US as demonstrated by the Trump administration and companies such as Meta Platforms rolling back their diversity initiatives, proposals such as these can increase the pressure on companies to justify their DEI targets and programmes.
As we head into June, we can expect shareholder proposals at a number of high-profile AGMs such as Alphabet (6 June), PayPal (5 June), Restaurant Brands International (3 June), and MasterCard (24 June). None of these companies are strangers to shareholder proposals, with all having received shareholder proposals since at least their 2023 AGMs.
Table 2: Shareholder proposals received between 2023- 2025
Anti-ESG continues to be a trend at these companies, with each of Alphabet, MasterCard, and PayPal receiving at least one anti-ESG proposal. These proposals, filed by notable proponents such as the National Center for Public Policy Research and Inspire Investing, address topics like affirmative action and charitable donations. Additionally, there continues to be proposals aimed at improving corporate governance practices, including Board independence, the right to special meetings, and the right to act by written consent
As we near the end of May and the 2025 proxy season winds down, it’s evident that shareholders are increasingly demanding more disclosures and transparency. They are actively promoting both pro and anti-ESG agendas. Shareholders are leveraging various channels to enhance accountability and exert influence at AGMs, not just through shareholder proposals but also through ‘Vote No’ campaigns.
As we transition from May to June, the number of major AGMs in the US and Canada will decrease, marking the end of the peak 2025 AGM season. It will be interesting to observe the variety of proposals submitted by shareholders and their success as we continue to gather voting results. With the Japan proxy season approaching, we will keep highlighting the key topics and concerns of shareholders in these blogs.
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Last Updated: 16 May 2025