2025 PROXY SEASON REVIEW: SELECTED HIGHLIGHTS

October 2025

Minerva is pleased to present our latest analysis of shareholder voting trends in the 2025 AGM season across three key markets: Europe, the United States and the United Kingdom. This document offers highlights from our full Proxy Season Review 2025, with a focus on three critical areas: the decline in shareholder proposals; the evolution of “say on climate” and “say on sustainability” votes; and some must watch themes for 2026.

The 2025 season unfolded against a backdrop of heightened geopolitical and economic volatility, forcing companies and investors to adapt to a rapidly changing, increasingly complex environment.

In the US, the return of a Trump-led administration has had a chilling effect on shareholder engagement. New US Securities and Exchange Commission (SEC) guidance on shareholder engagement and shareholder proposals, which many see as hostile to shareholder rights, has led to more cautious voting activity – particularly on climate change, diversity, equity and inclusion (DEI) and trade-related matters.

In the UK and Europe, shareholder rights are being impacted by the rising use of virtual-only and closed meeting formats, relaxed regulations on dual-class share structures (DCSS) and votes on material transactions. These developments are reshaping how investors interact with companies and vote their shares.

Our full review details the current regulatory and ESG environment, providing a global snapshot and regional breakdown of voting behaviours. We examine developments in shareholder dissent, shareholder proposals and ESG stewardship, with a particular focus on board accountability, executive remuneration, shareholder proposals and sustainability-related resolutions.

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SHAREHOLDER PROPOSALS

The 2025 proxy season reveals a growing divergence in shareholder engagement, with the US retreating under regulatory and political pressure, while the UK and Europe mark a return to regular patterns of investor activism.

A total of 553 shareholder proposals were filed in 2025, a 7.8% decline from the 600 last year and a reversal of the consecutive increases between 2021-2024. This trend is the result of a 28% decline in the number of proposals filed in the US market. In contrast, both Europe and the UK saw the number of shareholder proposals more than double year-on-year, reversing the significant drop seen in 2024.

Clearly, the US market continues to grapple with a complex and increasingly adversarial regulatory environment. The Securities and Exchange Commission, under Republican leadership, has introduced measures that raise the bar for filing and resubmitting proposals. These changes, coupled with broader anti-ESG sentiment and proposal fatigue, have contributed to the sharp decline in shareholder resolutions.

Yet US investors have not retreated entirely. Instead, they are shifting tactics. The use of ‘vote no’ campaigns by shareholders, which target directors deemed accountable for ESG-related failures, has increased. Proxy contests to change the composition of boards are also gaining traction.

SAY ON SUSTAINABILITY & CLIMATE

Although the number of say on climate (SoC) votes declined in 2025, climate remains a durable fixture on board agendas. This year reinforced the growing divergence in how markets approach climate governance, with the US stepping back, Europe evolving toward broader sustainability oversight, and the UK occupying a middle ground.

The number of companies voluntarily putting forward SoC votes has steadily declined since peaking in 2018. The first wave of climate transition plan approvals began in 2020, but momentum has slowed.

In 2025, no US company board has voluntarily proposed a SoC vote and no shareholder proposals sought to introduce one. This drop reflects both a shift toward triennial voting cycles and a broader loss of momentum for climate-related initiatives amid economic and political uncertainty.

No SoC vote has been held in the US since 2021, and for the first time since 2022 none received high levels of shareholder dissent. In contrast, Europe has seen the rise of a general ‘say on sustainability’ votes in recent years – board-proposed resolutions that, while still in early stages, have passed without notable shareholder opposition.

Yet the conversation is far from over. In Europe, new board-proposed sustainability-related votes are appearing on meeting agendas. Since 2024, companies have begun seeking shareholder approval for sustainability reporting practices, including the appointment of auditors and validation of non-financial disclosures. In 2025, 40 such proposals were put to a shareholder vote and all passed without significant dissent.

TRENDS FOR 2026

ARTIFICIAL INTELLIGENCE

Artificial intelligence (AI) has moved to the forefront of shareholder concerns in 2024 and 2025, fuelled by increasing scrutiny of its effects on employment, the environment and broader social dynamics.

Notably, 2025 saw the first proposal on the deployment of AI in the environmental process, which was filed at Microsoft. The novel proposal focused on the use of AI in oil and gas development and gleaned 9.6% support. Some AI-focused proposals had previously requested reporting on the climate impact of AI data centres. However, most proposals call for greater transparency around AI risks, advocate for dedicated board-level oversight such as AI committees and urge the adoption of voluntary codes of conduct and ethical guidelines for AI’s use, development and procurement.

A further sign of investor engagement was the AI data sourcing accountability proposal at Microsoft, which became one of only four resolutions from anti-ESG proponents to receive over 20% support during the 2024 and 2025 proxy seasons. The breadth of AI proposals — spanning both social and governance risks — illustrates their resonance among both pro- and anti-ESG stakeholders.

Given the rapid pace of AI advancement and its mounting significance across multiple stakeholder groups, boards should anticipate heightened investor scrutiny and prepare for a surge in AI-related proposals during the 2026 proxy season.

DIVERSITY, EQUITY & INCLUSION

DEI has been a high-profile target of US President Donald Trump and the American right-wing since the former’s return to office in January. The focus of DEI-related proposals in 2025 began to be influenced by executive orders on DEI, resulting a jump in proposals seeking to roll back company DEI initiatives. These proposals have gained little traction thus far, however, with support remaining at around 2%, less than half of the 5% support threshold required for resubmission.

Regulatory changes concerning DEI created a volatile policy and political environment for the 2025 proxy voting season for US investors. These effects are likely to be felt even more dramatically during the 2026 proxy season, taking place long ahead of the US 2026 mid-term election which would be the next opportunity for a meaningful change in political stance from policymakers.

While there is political rhetoric beginning to emerge from some quarters in the UK and Europe, it has so far gained little traction and campaigns against DEI in these jurisdictions are unlikely to resonate with investors.

In the US, average female board representation is significantly lower (34%) than in Europe (48%) and the UK (44%). This figure could fall in 2026 due to the rising regressive attitude towards DEI. The UK (78%) and Europe (41%) also far outstrip the US (28%) on the percentage of companies with a senior board position held by a woman.

DCSS have emerged as an intriguing issue in 2025, with regulators in different jurisdictions relaxing rules around DCSS as part of an effort to boost market competitiveness. DCSS will be the focus of a Minerva Analytics November 2025 briefing.

Last year, the UK’s rules were changed to be more permissive towards DCSS in an attempt to address the lack of new IPOs and staunch the swathe of companies shifting their primary listing to the US market.

The European Commission has also introduced a new directive on multiple-vote share structures, also known as DCSS, which aims to encourage owners of SMEs to list their company shares on a SME growth market by using multiple voting rights.

DCSS allows owners to retain control of their company even after listing and can significantly weaken shareholders’ ability to hold firms and their senior figures to account. Companies – namely Wise in the UK and The Trade Desk in the US – have created bundled proposals to extend the sunset clause of their DCSS by a decade, somewhat smuggling the change past investors.

Extending the sunset trigger of a DCSS as part of a bundled proposal can mean that shareholders are more likely to vote in favour of the resolution because they are in favour of part of what it offers or they fail to realise its true ramifications.

Both proposals were successful, with 84% of votes cast in favour of Wise’s resolution in July and 69% of votes being cast in favour of The Trade Desk’s last month. These proposals passing and rising corporate interest in DCSS could see focus further increase on the topic from companies and shareholders during the 2026 proxy season.

The debate over executive pay competitiveness — especially relating to UK and European companies competing with US firms – grew in 2025 and will remain a dominant theme.

The US SEC is currently reviewing compensation disclosure rules, which may lead to changes in how companies report executive pay. The UK and Europe may further relax rules to boost market competitiveness, though this could trigger shareholder scrutiny of governance standards.

In 2026, there could be a continued corporate shift towards what they argue to be flexible and competitive pay structures, particularly in sectors competing with US firms. Shareholder proposals related to pay equity, living wage and social responsibility could increase, reflecting broader stakeholder concerns over pay.

Companies may also face greater pressure to justify pay decisions in the context of employee welfare and societal expectations, particularly in UK and Europe. Shareholders will continue to scrutinise executive pay in 2026, focusing on transparency, alignment with performance, the rationale for special awards and the case made for significant increases in remuneration or alternative structures.