Flowers have spring, trees have fall, and corporations have proxy season: the few months when shareholders join boards in making critical business decisions. Though proxy season lasts about three months, preparations begin long before the first annual meeting.

Boards must prepare proxy statements, proxy cards, and meeting materials, while shareholders craft informed decisions on proposals. Thanks to universal proxy cards and evolving shareholder activism, both boards and shareholders face new decision-making challenges.

Modern proxy season success depends on governance infrastructure that supports clear stakeholder communication and strategic meeting preparation. It also requires professional disclosure materials that reflect the operational maturity institutional investors expect.

To help, this article will explain:

What proxy season is, and when it happens
What shareholders and board members need to know about proxy season
Key trends from proxy seasons over the years
How modern governance technology enhances proxy season preparation

What is proxy season?

In simple terms, it’s the three-month period when most corporations host their annual shareholder meetings. Proxy season is a period in the spring during which large, publicly traded companies host their annual shareholder meeting as required by the Securities and Exchange Commission (SEC).

Each company holds only one meeting, but it's called a "season" because most of these meetings happen around the same time; this allows corporations to take Q1 to audit and prepare financial documentation from the previous fiscal year.

Some corporations hold their meeting in the second half of the year and participate in what's called a mini-proxy season.

When is proxy season?

Proxy season begins in early spring when corporations send their shareholders the official proxy statement. Proxy season ends after the shareholder vote at the annual meeting. The exact timing can vary between companies but typically lasts from April to June.

Proxy season trends unveiled

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Proxy season trends unveiled

Get insights into the 2024 proxy season. Get the definitive guide today!

Download it now

When to prepare for proxy season

The SEC requires corporations to hold shareholder meetings and distribute proxy statements in advance. As a result, companies must begin preparing well ahead of proxy season

Many boards will enter a calendar year with proxy season on their agenda. They'll then work with company leadership to ensure they've gathered the necessary information by the time proxy season begins.

This ranges from complete financial reports to the board's position on critical issues like board succession, strategic planning and the recommended audit approach for the year ahead.

Proxy season for investors

Investors, also called shareholders, have a unique responsibility before and during proxy season. Though corporations must present the information, investors must use that information to cast their vote. To do that, they should prepare for:

Proxy statements: The proxy statement is created and distributed by the corporation and includes everything a shareholder would need to make an informed decision. Proxy statements are typically sent online and recorded in the SEC database.
Proxy voting: Many shareholders don't attend the annual meeting. Instead, proxy voting enables them to submit a ballot so their vote can still be counted. Voting participation rates have remained consistently high, with 87% of shares processed by Broadridge being voted in 2024, compared to 86.6% in 2023, and 97% of shares are now voted electronically.
Proxy fight: Shareholders sometimes disagree with the board on the company's strategic direction. This can lead to a proxy fight, during which the dissenting shareholder will try to gain votes for their own position.
Universal proxy rules: In the event of a proxy fight, the SEC's universal proxy rules, which have been in effect since August 2022, require a universal proxy card so shareholders can see the board's proposal and the shareholder's proposal side by side.

Proxy season for boards

For boards, proxy season is as much about preparing proxy statements and proxy cards as it is about understanding and anticipating shareholder sentiment regarding key issues. To do that, boards should consider:

Shareholder activism: In recent years, activist shareholders have taken bolder actions to sway company decisions. Boards should prepare to engage those shareholders and address their concerns ahead of the shareholder vote.
Investor returns: Shareholders want to see a return on their investment, with more shareholders making return-on-cash demands. Boards must enter proxy season ready to speak to financials, whether they're stellar or underwhelming.
ESG: Environmental, social or governance (ESG) has been omnipresent in the boardroom in recent years. However, environmental proposals averaged only 13% support in 2025, down from 18% in 2024, while social proposals received 12% average support compared to 15% in 2024, indicating a shift in shareholder priorities.
Director performance: Shareholders increasingly scrutinize boards, especially their approach to ESG, director compensation and company performance. Boards should expect shareholder skepticism about board candidates and have clear and compelling reasons for the appointments.

Proxy season trends

The most compelling social issues of the time significantly influence the atmosphere surrounding proxy season. During proxy season 2023, for example, ESG and company financials were the talk of the boardroom. Here are some other issues on the agenda for recent proxy seasons:

Year	Trend 1	Trend 2	Trend 3
Proxy season 2025	Sharp decline in ESG proposals, with reduced support for environmental and social proposals	AI governance oversight becomes standard practice among large corporations	Governance proposals maintain stronger support than other categories
Proxy season 2024	Governance proposals achieve higher passage rates	Say-on-pay votes reach historically low approval levels	Digital proxy delivery becomes dominant communication method
Proxy season 2023	Focus on investor returns	Continued emphasis on ESG	Renewed scrutiny of board directors
Proxy season 2022	Increasing number of shareholder proposals	Rise of both pro- and anti-ESG stances	Diversity remains a focus
Proxy season 2021	Investors openly voting against directors	ESG continued to hold shareholder attention	Board diversity became a greater priority
Proxy season 2020	Emphasis on financial stability and performance through COVID-19	Resurgence of ESG issues, particularly those related to employee health and human capital	Greater emphasis on the strength of the supply chain
Proxy season 2019	Shareholders interested in director issues, like compensation	Corporate sustainability becomes a shareholder priority	Gender diversity on boards ramps up

Proxy season checklist

For most boards, proxy season is a balancing act. It requires boards to understand and manage shareholder priorities and expectations while still moving through key items on the agenda.

Although most annual meetings follow a scripted format, a lot of preparation goes into that script—and the documents that a successful proxy season depends on.

Boards should:

Prepare compensation disclosure: The Dodd-Frank pay versus performance rule requires companies to disclose more executive compensation information than ever. Because this is mandatory in the proxy statements, boards should educate leadership about the disclosure rules, analyze compensation from recent fiscal years and benchmark performance to ensure it aligns with the pay guidelines.
Understand shareholder sentiment: The universal proxy rules will create a proxy season that empowers shareholders. While it can create more opportunities for shareholder activism, it also invites corporations to align with shareholders ahead of time. Engage proactively, identify and correct concerns, clearly communicate board effectiveness and make a plan to respond to activism.
Consider AI governance oversight: Nearly half of Fortune 100 companies now mention AI experience in board biographies, representing a dramatic increase from just 26% in the previous year. Boards should evaluate whether AI oversight responsibilities should be assigned to specific committees and ensure appropriate technology expertise.
Tie ESG to company strategy: While ESG proposal support has declined significantly, ESG remains relevant for many shareholders. Taking action can address their concerns, particularly if boards can show how ESG is an integral part of the company strategy. This can include detailed reporting on corporate governance procedures, board and executive compensation, climate-related disclosures and more.
Prepare board proposals: Proxy season allows shareholders to vote on proposals. But it's up to the board to determine what those proposals should be. Appointing or replacing board directors is common, but shareholders may vote on anything from product pricing to workforce initiatives.
Review shareholder proposals: Shareholders can also prepare their own proposals. For example, in 2023, Starbucks shareholders pushed for a review of the chain's plant-based milk upcharge. The board must review those proposals and include its recommended vote in the proxy statement.
Schedule the annual meeting: Corporations must notify shareholders when and where the meeting will occur and offer other options for joining.
File a proxy statement: Proxy season begins once the corporation files and disseminates the proxy statement.
Send the proxy card: Following the proxy statement, boards should provide a proxy card so shareholders can vote on all proposals. Shareholders should receive the card at least 60 days before the anniversary of the last annual meeting.
Collect votes: Most companies require that shareholders who will not attend the meeting submit their votes at least 24 hours before the annual meeting.
Hold the meeting: Most annual meetings are largely administrative, and few shareholders attend them in person. Still, the board should prepare to run through any proposals and hold a vote on each.
Announce the results: This is the final step in proxy season. Many corporations will share the results as the proposals are read out during the meetings, while others will provide shareholders with a hard copy of the results for each.

AI-powered governance technology for proxy season

The complexity and intensity of proxy season, from regulatory compliance to activist shareholder engagement, have outpaced what manual processes can handle. Professional governance platforms now provide the infrastructure that public companies need to manage proxy season excellence:

1. Professional document creation: Automated compilation of proxy materials that meet institutional investor standards while ensuring comprehensive regulatory compliance. This eliminates weeks of manual coordination while delivering the professional presentation that shareholders expect.

2. Strategic meeting preparation: Intelligent preparation tools that generate discussion topics, anticipate shareholder questions, and provide briefing materials. This ensures boards enter annual meetings prepared for strategic discussions.

3. Automated compliance tracking: Continuous monitoring of regulatory changes and disclosure requirements, with automated identification of compliance gaps before proxy statement preparation begins. This is valuable for evolving ESG disclosure requirements and executive compensation rules.

4. Stakeholder communication management: Secure, comprehensive platforms for shareholder engagement that provide audit trails and enable proactive activist response. This capability has become essential as shareholder activism continues to intensify.

Companies with advanced governance infrastructure demonstrate the operational maturity that institutional investors evaluate as a predictor of long-term performance, while streamlining the intensive preparation process that proxy season demands.

Pave the way for proxy season by getting to know your shareholders

Before people become investors, they're consumers, many of whom strive to balance improving their returns with meaningfully responding to social and environmental challenges.

Following COVID-19, for example, investors became understandably invested in ESG issues related to employee health and well-being. But this focus on ethical investment has also turned shareholders into activists aiming to drive change by using the proxy season to shake up the boardroom.

As a result, preparing for proxy season means preparing for whatever shareholders may bring — and having the governance infrastructure to respond professionally and strategically.

Download the general counsel's year-end reporting checklist to discover how to transform your proxy statements and annual reports into powerful tools that compellingly communicate your company's strategic vision to shareholders.

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