2025’s Shifting Landscape on Proxies, Proposals, and Pay

The 2025 proxy season is shaping up to be anything but predictable. Fewer shareholder proposals, a rise in SEC “no action” relief, and new SEC willingness to change the rulebook, is redrawing the corporate governance map – and HRPA’s Center On Executive Compensation is right in the middle of the action.

What’s new? The standout development from the 2025 proxy season is the resurgence of the SEC granting “no-action” relief requests to omit shareholder proposals from their proxies. The agency returned to a narrower version of what qualifies as “ordinary business,” making it easier for companies to exclude proposals related to social and political issues — especially those framed around ESG, DEI, and other broad policy matters.

• In 2025, 197 proposals (23% of all submissions) received “no action” relief - a procedural move allowing companies to request SEC permission to exclude shareholder proposals from proxy ballots.

• This represents a 45% jump in proposals excluded from proxy ballots compared to 2024.

Early analysis by Georgeson reveals a 15% decline in shareholder proposals compared to 2024. Despite the increase of no-action relief, some types of proposals remain resilient:

• Anti-ESG proposals grew 14% this season but remain unpopular with only 2.7% average support.

• 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.

• Governance proposals: Remain strong so far this year with 357 submitted (compared to 377 in 2024).

• AI Comes into Focus: Proposals around artificial intelligence have emerged as the most widely supported of the season — averaging 30% support. These include calls for ethical oversight, AI use transparency, and independent AI committees.

The Center’s Take on Proxy Disclosure Reform: Streamline and Simplify. HRPA’s Center On Executive Compensation addressed key points at a recent SEC Roundtable on how to modernize executive compensation disclosure while increasing its value to investors. 

Key Center recommendations include:

• Fixing flawed and misleading Dodd-Frank Pay vs Performance rules.

• Streamlining the CD&A disclosure for clarity and investor value.

• Reducing the number of NEOs reported.

• Cutting unnecessary comp tables and revisiting the definition of perks, especially related to security.

The bottom line: These efforts aim to balance transparency with utility – cutting through complexity to give investors what they need without bogging companies down.

What's Next? The early pulse of the 2025 proxy season along with a likely regulatory pullback from the SEC suggests a more favorable governance environment for companies. 

• The Center is analyzing data from our joint survey with the Society for Corporate Governance and will submit expansive comments to the SEC with recommendations on improved regulations by the end of July.