Shareholder Proposals Down for First Time Since 2020

Not only did proposal submissions decline 13% from last year, voted proposals were down 24% - a headline finding from Sullivan & Cromwell’s new report, the first in a three-part series reviewing the latest proxy season.

Why it matters: The drop reflects not only shifting regulatory winds but also the political crosscurrents shaping today’s governance landscape.

Proposal Volume: A Notable Dip. ESG submissions dropped by 20%, but anti-ESG filings, governance proposals and cryptocurrency were up.

Exclusions: SEC’s Shifting Lens: SEC guidance continues to reshape the proposal landscape.

• Requests for no-action relief rose by 42% year over year. While the overall success rate ticked up only 5%, the types of proposals excluded shifted significantly, with social, political or environmental proposals more likely and governance/compensation less likely to be excluded.

Meanwhile, companies sought to exclude “anti-ESG” proposals at a higher rate, but with less success than in past years. In fact, the SEC excluded only 34% this year — down from 41% in 2024 and far below the 76% exclusion rate seen in 2023.

Voting: Less to Decide: Because more proposals were excluded, fewer went to a shareholder vote. Only 55% of proposals reached the ballot, down from 64% the prior year, and social and political proposals were hit hardest, dropping 45%.

Overall support unchanged: Despite the shifting mix, overall shareholder support held steady at 22%, in line with 2024. Governance-related proposals continued to attract stronger backing, particularly on topics like majority voting for directors, board declassification, and elimination of supermajority voting requirements.

The Bottom Line: The decline in shareholder proposals reflects a more active SEC filtering which proposals investors see, and a more divided field of proponents pushing anti-ESG agendas. Still, investor appetite for governance reforms remains strong even as social and political filings lose ground.

Coming Soon! Watch out for the Center’s new guide on Responding to Shareholder Proposals, a helpful playbook for addressing and successfully negotiating proposals.