The New Face of Shareholder Proposals
Once a quiet tool for corporate governance, shareholder proposals are now a platform for political messaging — and the 2025 proxy season is the most polarized yet.
Why it matters: Activists on both the left and right are flooding company ballots with proposals that aren’t designed to pass — they’re designed to go viral.
In February, the SEC issued Staff Legal Bulletin 14M, reversing 2021’s SLB 14L. This reinstated a narrower, company-centric view of what counts as “ordinary business” or “economically relevant.” It also brought back stricter exclusions for proposals seen as micromanaging or related to broad social policy (like ESG and DEI).
AI tops the proposal charts. This proxy season reflects that shift. The most heavily supported (average 30%) proposals now surround AI governance and ethical oversight, with resolutions like Berkshire Hathaway’s bid for an independent AI oversight committee.
Last year, AI proposals got almost double the support of ESG proposals (granted, there were far fewer of them).
Proposals focus on AI use, ethics, and oversight — including calls for independent AI committees and transparency in how AI impacts jobs, privacy, and discrimination.
More strikingly, activists from both progressive and conservative camps are now using shareholder proposals less as tools for actual change and more as messaging vehicles—generating sound bites, shaping narratives, and gaining media attention.
Both sides are leveraging Rule 14a8 as a media strategy, not a governance tool.
The proposals generate sound bites, not shareholder value.
The bottom line: The shareholder proposal process has become a proxy war for political agendas. Thanks to SLB 14M, companies now have more tools to push back — but face rising pressure from activists using the system for attention, not accountability.
Look out for a new Center guide on how to manage shareholder proposals this summer that will address these issues and more.
Ani Huang
Senior Executive Vice President, Chief Content Officer, HR Policy Association
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