|
With the heat dome finally lifting and temperatures easing, Georgeson has released new data highlighting which trends are heating up—and which have cooled off—in the 2025 proxy season.
The Georgeson research shows what we all saw during this season: The overall number of shareholder proposals is declining, down 15%, primarily due to significant decreases in environmental proposals (down 22%) and social proposals (down 33%), while anti-ESG proposals have increased by 14% year-over-year. In addition, with new SEC leadership, there was a significant jump (45%) in ‘no action’ relief granted compared to 2024, to the relief of issuers. According to The Deal’s Jean Haggerty, the rise follows the release of Staff Legal Bulletin 14M, which introduced a framework that makes it easier for companies to exclude shareholder proposals.
For activists, their success shows that activism is alive and well, with activists winning 75% of board seats pursued, compared to 65% during the full 2024 proxy season.
However, the number of board seats proposed by activists this year is trending lower than the previous proxy seasons, which Georgeson attributes to activists “moving away from the ‘flood the zone’ tactic of nominating large slates and toward smaller, more targeted campaigns focused on high-quality candidates.”
Last finding: Dexit is gaining traction. Management proposals to move company incorporations out of Delaware are gaining momentum. This is happening even as the state updates its corporate law code to discourage companies from leaving.
The question of the impact of shareholder value is now being analyzed. A new paper from Harvard Law School’s Roberto Tallarita and National University of Singapore’s Kenneth Khoo finds that the corporate law reform has reduced the shareholder value of Delaware companies and “harmed investors in controlled companies and dual-class companies, where minority shareholders are more vulnerable.” Still, it’s not mass migration to the Sun Belt: only 13 reincorporation proposals in Nevada or Texas were submitted this year, but that’s up from just three in 2024.
We will be off next week celebrating the July 4 holiday. In addition to reading the Declaration of Independence on July 4, we encourage the reading of Frederick Douglass’ speech, “What to the Slave is the Fourth of July?” Here is James Earl Jones’ reading of this powerful, 1852 speech.
Wishing our readers a relaxing and fun long weekend to come with family and friends.
Enjoy the 4th,
GPP
| 
