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Companies have made 20% more no-action relief requests to the Securities and Exchange Commission (SEC) so far this year, reflecting an abrupt change of strategy that comes as both the volume and support for environmental and social shareholder proposals has nose-dived.

Some 156 ESG proposals tracked by Diligent Market Intelligence (DMI) have gone to a vote in the almost five-month period to May 22, 2025, down over 50% on the same period in 2024.

Environmental-focused demands have dropped off the most, with just 16 proposals with voting results averaging 12% support, compared to an average backing of 19% for the 73 green proposals tracked in the same period last year.

Social-focused proposals have witnessed a similar fate with 69 tracked to a vote by DMI compared to 183 in the same timeframe last year. Average support has fallen from 16% to 14%.

Governance-focused demands, however, have proved their resilience with the volume largely flat on the same period last year albeit with slightly lower support averaging at 46%.




Follow This was one of the climate-focused investor groups to publicly share its rationale for opting not to advance resolutions this season in what it said would be counterproductive given the “pro-fossil political climate.” Its founder Mark van Baal told DMI that many proponents are holding out to consider their options amid all the uncertainty.

“I think there's really a 'wait and see' now because of the election of Trump, the anti-ESG sentiment and states suing investors for considering climate,” he argued. Outside of state lawsuits targeting asset management giants, van Baal has himself felt the weight of legal action hang over his group's bid to push oil majors to accelerate reductions in Scope 1, 2 and 3 greenhouse gas (GHG) emissions, with ExxonMobil moving to sue the advocacy group and Arjuna Capital in a landmark case last year.

Fellow ESG investor As You Sow has also observed the challenging environment that has seen the volume of shareholder proposals drop for the first time in recent years. "The new SEC has already issued rules that make it easier for companies to exclude shareholder proposals, while partisan state Attorneys General and legislatures have continued anti-business efforts to stop consideration of systemic risks," the group asserted in an April 



The SEC is attracting more no-action requests to keep proposals off company ballots, especially after a February bulletin that indicated a move away from its recent policy of forcing companies to put proposals with “broad societal significance” before investors.

Continuing a pattern observed last season even under the SEC of the Biden administration, more and more companies are turning to the agency's no-action relief process with 220 requests advanced for decision in the five-month period to the end of May, up from 184 in the same timeline in 2024 and 100 in 2023. The success rate of such requests has also climbed, with 113 accepted by the SEC in the period and 46 rejected, DMI data reveal.

ExxonMobil, which bypassed the SEC last year with an unprecedented lawsuit against the two shareholder proponents, has no shareholder proposals on the ballot at this year’s meeting, which took place on May 28.

"There is a chilling effect, of course, and more on investors than on us because we still think this is the key tool, so we have to use it. But we have to convince investors that they should be more afraid of the climate crisis than of lawsuits," said van Baal.





The argument for a review of SEC rules around the shareholder proposal process has continued to drive division and debate in 2025 with Business Roundtable – an association of more than 200 U.S. company CEOs issuing a 

 last month calling for "bold" proxy process reforms, including “precluding shareholder proposals that advance broad ideological agendas” and higher submission and resubmission thresholds.

"The shareholder proposal process was intended to foster constructive engagement between investors and companies in support of long-term value,” said Kristen Silverberg, Business Roundtable president and chief operating officer. “Today, it too often serves as a platform for ideological agendas unrelated to the company’s long-term performance.”

The Interfaith Center on Corporate Responsibility (ICCR) and the Shareholder Rights Group (SRG) responded with a 

 aimed at “bridging the divide." "Proposals are an articulation of interest by an informed and interested stakeholder who provides the very capital that allows for the business to exist and, for this reason, should never be easily dismissed," it argued.

"I think part of the problem is that the discussion around this topic is being phrased as if we should be drawing the parallel between shareholder democracy to voter democracy. It's a different thing," SEC Commissioner Hester Peirce told DMI in a recent interview. "We don't let any voter who has an issue stick it on the ballot. This is just a different world."

IN-DEPTH: Tide turns on ESG proposals as investors navigate unchartered waters 

The U.K. Financial Reporting Council (FRC) has published an overhauled version of the U.K. Stewardship Code, which will come into effect on 1 January 2026 in the biggest upheaval since 2020.

Richard Moriarty, the FRC CEO, 

 the updated Code provides "a flexible principles-based framework that provides greater transparency on stewardship in the face of unprecedented uncertainty."

"The updated Code focuses on long-term sustainable value creation while cutting unnecessary reporting and improving engagement quality," he continued. "New dedicated principles for proxy advisers increase transparency in the investment chain."

The 

 removes explicit references to environmental and social issues found in the 2020 version’s definition of stewardship, providing signatories greater discretion in how ESG-related issues are treated, depending on materiality and client mandates. That shift follows Canada's securities regulator, which paused the progress of mandatory ESG reporting rules over competitiveness concerns, after the new U.S. Securities and Exchange Commission (SEC) chose not to defend its climate reporting rule in court.

The FRC began a consultation on changes to the 2020 Code in November, after reviewing its operations in practice over several years. The process received a shot in the arm in November 2023 when Business Secretary Kemi Badenoch 

 to say that "the FRC should contribute to promoting the competitiveness and growth of the U.K. economy, embedding its growth duty across its work."

As such, reporting requirements under the new Code are streamlined so that signatories may reduce their reporting volume by 20–30% without compromising quality, according to the FRC. Reporting is now divided into two core components; policy and context disclosures, and activities and outcomes reports. Signatories can submit the reports separately or together but the policy section is only required once every four years.

Sacha Sadan, director of sustainable finance at the Financial Conduct Authority (FCA), welcomed the update: “The FRC’s new Stewardship Code represents a strong, industry-wide commitment to improving transparency in stewardship practices. It enables owners to access high-quality information about how their assets are being managed.”

He added: “This is vital not only for building trust in U.K. markets but also for supporting long-term growth and competitiveness of the U.K. economy.”

The revised Code introduces specific principles for different categories of signatories, including asset managers, asset owners, investment consultants, and engagement service providers. Proxy advisors, in particular, are now expected to adhere to dedicated principles that require them to engage with clients and issuers, disclose how their advice supports stewardship outcomes, how they ensure methodological robustness, and how they manage conflicts of interest.

The FRC has designated 2026 as a transition year, during which no existing signatory will be removed from the signatory list. This is intended to provide organisations with time to adapt to the new structure and clarify their stewardship approach under the revised framework.

The 2026 iteration follows an extensive consultation process involving over 1,500 stakeholders across the investment chain. Building on the global reputation of the 2020 Code, which had nearly 300 signatories representing around GBP50 trillion in assets under management, the new version is designed to support high-quality stewardship practices in a more proportionate and practical manner.

Diligent Market Intelligence (DMI) collects data on stewardship activities disclosed by signatories to the U.K. code for purchase. For details, please email dmi.info@diligent.com.

 UK publishes revised stewardship code for 2026

Poll finds boards struggling to navigate Washington

As tariffs, inflation and sourcing disruptions grow, a new poll finds America’s public-company boardrooms fighting to manage the moment. ‘You can't forecast anything.’

 in Q2, according to the most recent Director Confidence Index, conducted by Diligent Institute and Corporate Board Member, but that doesn’t mean America’s board members are breathing easy. Our latest polling finds the director community remains deeply concerned about the economic impact of the Trump administration’s policies, prompting new approaches to risk oversight in America’s boardrooms.

The extent of the impact from the current administration is extensive. Directors rate the current risk level for U.S. companies at 6.8 out of 10, on a scale where 1 is Negligible and 10 is Significant, with 81 percent of the 126 public company board members polled May 12-14 listing tariffs as the top business risk today.

Second on the list? A tie at 46 percent between two other Washington-created challenges: “supply chain / sourcing disruptions” and “inflation and currency fluctuations” (the survey asked directors to list their top three challenges). The third and fourth picks were D.C.-driven as well: geopolitics and regulatory changes.

“You can't forecast anything in this uncertain environment,” added Joseph R. Bronson, a director on the board of Nasdaq-traded PDF Solutions. “We're doing what we can to deal with this mess created by the White House.”

To cope, directors want to increase the frequency of their board’s strategy and risk conversations (42 percent) and making better use of new AI tools for real-time data and risk analysis (35 percent).

“These two answer options are inherently related,” says Dottie Schindlinger, Executive Director of the Diligent Institute and partner in this research. “As boards recognize the need for more frequent conversations about risk and strategy in the current environment, having access to the real-time data and analysis to support those conversations is crucial.”

Overall, 47 percent say they are engaging in scenario planning to help navigate the current environment—the most common tactic selected by those participating in the survey. Other approaches include diversifying supply chains, revising pricing models and strengthening financial reserves.

“While the highest tariffs keep getting kicked down the road 90-days, that's not a long enough interval for businesses to plan, and there is still no clear trade policy,” said one director.

Still, boards and their companies remain committed to pursuing growth as planned this year. Nearly half (48 percent) said their priority for the rest of the year remains growth—through M&A, new products and new markets. Slightly more than a third said their priority was risk mitigation, including reforecasting, scenario planning and diversification.

“More boards are realizing that uncertainty is the new norm and that many elements driving this uncertainty have been experienced in the past,” said Brian Kushner, who serves on the board of Resideo Technologies, adding: “Just not all at the same time.”

Director Confidence Index: Navigating risk & uncertainty

Director outlook improves slightly in May amid continued headwinds

After a 30 percent decline in March, directors’ rating of business conditions in the U.S. retreated another 5 percent in May, according the 128 U.S. public company board members polled May 12-14 as part of this month's Director Confidence Index, conducted in partnership between Diligent Institute and 

The Index, which measures directors’ confidence in the current business environment, is now down to 4.4, on a scale where 1 is Poor and 10 is Excellent, from 4.7 in March and 6.7 at the start of the year.

Directors’ expectations for what those conditions will be 12 months from now, however, improved slightly in our May polling, clawing back 4 percent of the previous quarter’s 33 percent drop. While a small proportion, we captured a similar uptick in optimism among CEOs in the 

This month’s forecast highlights a potential 9 percent improvement in the business landscape 12 months out, according to our director survey—an improvement the board members polled attribute to a likely positive resolution to the current trade negotiations.

“Government efficiency and fair trade will ultimately improve economic outlook at a macro level,” said Phil Garfinkle, chair of the WidePoint board, noting however that some industries may nevertheless “stumble as they navigate the new horizon.”

Some directors added that the strength of the U.S. economy should also counterbalance the uncertainty surrounding tariffs. “A lot of noise currently with unknowns, but fundamentals are sound,” said one director, echoing others.

As a result, 40 percent expect business conditions will continue to improve over the coming months. That proportion is up from 36 percent last quarter. Perhaps even more telling is that the proportion of directors who forecast things will deteriorate further in the coming months declined by nearly half in May, to 21 percent from 41 percent in March.

“We need to get through the short-term tariff overhang; underlying business activity will strengthen as uncertainty lessens,” said one director.

“The policy transitions underway will be clearer [by this time next year]—and many will contribute to stronger forecast,” added another director who forecasts growth and improvement over the coming months.

Still, 57 percent continue to expect a recession within the next six months—a situation several called “unavoidable."

Overall, 48 percent say despite the uncertainty in the current environment, they remain focused on growth this year, though 36 percent said they are also keeping a close eye on risk mitigation through reforecasting and scenario planning.

More specifically, 39 percent said they are working on diversifying their supply chain and/or revising their pricing model, the two items they say have been the most impacted by recent changes to trade policies.

When asked how all of this is expected to impact companies’ bottom lines, directors shared their forecasts:

65 percent forecast increases in revenue in 2025, down from 69 percent in March.

59 percent forecast profit growth this year, down from 69 percent.

41 percent plan to increase capital expenditures in the months ahead, up from 32 percent in March.

Diligent

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IN-DEPTH: Tide turns on ESG proposals as investors navigate unchartered waters

UK publishes revised stewardship code for 2026

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