Stewardship | ~5 min read
US stewardship: changing dynamics
In this second blog post reflecting on the 2025 proxy voting season we focus on observations from annual general meetings in the US.
Following the 2025 proxy voting season in the US, we identified the following takeaways:
1. Declining voluntary disclosures
This year has seen a significant decline in US companies’ voluntary reporting. Voluntary disclosures are typically how US companies report sustainability topics and recent court rulings as well as Securities and Exchange Commission (SEC) direction suggest this is unlikely to change. Subsequently we have seen fewer disclosures on sustainability issues, as noted in our recent blog post on engagement.
Despite this decline in certain areas of disclosure – for example on board diversity data – the combination of available information and research still allows for adequately informed shareholder voting decisions. However, a continuation of this trend could compromise informed decisions.
2. Shareholders rethink priorities
Shareholder engagement dynamics have changed. We observed a scaling back on two-way communication between companies and their shareholders. There is also greater reliance on formal, legally required disclaimers – for example, those explicitly stating that the shareholder does not intend to gain control over the company.
Shareholder proposal activity 2023 – 2025
Source: Georgeson: An Early Look at the 2025 Proxy Season, July 2025
A review of voting data for 2025 indicates that shareholder resolutions are losing impact:
- A 17% fall in the number of shareholder-proposed resolutions this year was, we believe, prompted by recent and specific regulatory changes in the US and broader market trends. While the overall number of these resolutions is small, they play a key role in being the most visible way of promoting standards around emerging governance and sustainability topics.
- Support for shareholder proposals has been decreasing for three years. Within this context, average support this year has only marginally declined, although this masks distinct trends. Whilst figures show that average support for governance resolutions increased to 37% – votes endorsing environmental and social resolutions continued to fall by 17% and 19% respectively.
In summary, while boards are still interested to know what their shareholders think on key issues, shareholder proposals are no longer functioning as effectively as they once did in this respect.
Engagement remains essential
The decline in both voluntary company disclosures and shareholder resolutions highlights a critical need for more structured and targeted engagement with companies.
While we have seen deregulation elsewhere, investor engagement faces tighter rules and many investors had to react quickly to updated SEC guidance on engagement issued in February.1 We anticipate the industry will continue to reflect on the appropriateness and balance of such legal safeguards.
Looking ahead, stewardship may become more onerous in the US for the time being but engagement remains essential as a way for investment managers to gain structured insights and convey client convictions.
This is why we favour a thematically focused and research-based approach to engagement that targets specific outcomes and allows us to address material issues of concern to us and our clients.
1 Skadden, SEC Leadership Change Results in Key Policy Developments, February 2025
