‘No Action’ Relief Surges in the 2025 Proxy Season

The 2025 proxy season is unfolding with a quieter tone and sharper precision. Georgeson’s early proxy analysis shows a noticeable drop off in the number of shareholder proposals, down 15% from the 2024 season. But while activists pulled back, companies leveraged new regulatory clarity to keep proposals off the ballot entirely.

The Rise of ‘No Action’ Relief. Arguably the standout development of the season is the resurgence of ‘no action’ relief- requests companies file with the SEC to omit shareholder proposals from their proxies.

• 197 proposals (23% of all submissions) received ‘no action’ relief in 2025 so far -up from 141 (14%) last year.

• That’s a 45% increase in exclusions granted, thanks to a friendlier interpretation of Rule 14a-8.

Shareholder Proposal Scorecard

• Governance proposalsremain strong so far this year with 357 submitted (compared to 377 in 2024). 
  • 35 passed (22%), mostly on board declassifications and severance pay.
• Environmental proposals are down 20%: 0 out of 47 passed.
• Social proposals: Just 2 of 98 made it through and dealt with political lobbying and contributions.
• Anti-ESG proposals grew 14% this season but remain unpopular among voters, (shareholders?) with only 2.7% average support.

What to Watch: As the regulatory and investor landscape continues to shift, Georgeson is keeping a close eye on several dynamics:

Regulatory impacts

• The response of institutional investors to the SEC’s 13-D rule change in the offseason.
• Momentum around Congressional proposals aimed at proxy advisors.
• The new SEC Chair’s agenda for corporate governance and trimming back executive compensation disclosure.

Investor Behavior

• Growing divergence between European and U.S. asset managers in stewardship and ESG strategies.
• Possible investor backlash or fund withdrawals tied to scaled-back ESG commitments.

Activists Approach

• Future strategies for proponents in light of declining shareholder proposal support

Final Thought: The early pulse of the 2025 proxy season is clear: shareholder activism isn't dead—but it's definitely being filtered. With fewer proposals, more exclusions and waning ESG momentum, companies may see a more favorable governance environment.