2025 proxy recap: Pivotal shifts for the road ahead
This article originally appeared in our August 28 edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe here.
My colleague Josh Black, Vice President of Editorial at Diligent, doesn’t use words like “eventful” and “unconventional” lightly. So, when I saw them front and center in the editor’s forward of this year’s Proxy Season Review, which Diligent Market Intelligence prepares in association with Olshan Frome Wolosky and Campaign Management, I paid even more attention than usual.
“It is difficult to recall a more eventful or unconventional proxy season since the first year of the pandemic,” Black declared. Relentless market volatility is only part of it. Activists have beena dopting new tactics and advancing stronger director candidates to achieve their desired objectives, especially in the U.S. “It feels very much like an inflection point,” Black added.
Proxy season 2025: Evolving shareholder engagement strategies
In this year’s review, his team examines this inflection point, connecting the dots between what we’ve seen in this year’s proxy season and what these trends mean for boards and advisors right now. Here are a few key takeaways, starting with shareholder engagement.
You’ve probably observed a noted decline in proactive communications by institutional investors lately. Regulatory developments, like revised guidance on Schedule 13D/G eligibility, are a big part of this.“ Norms have unmistakably evolved,” Campaign Management CEO and Founder Michael Fein pointed out in his analysis. “Institutional investors paused outreach, reassessed compliance exposure, and pulled back from dialogue just as several proxy campaigns were gathering momentum.”
1.Don’t mistake quiet for calm
Shareholders still care deeply about board structure, accountability, and transparency — critical contributors to strong corporate performance in uncertain times.
In the first half of the year, 33 governance-focused proposals passed with majority support. Board composition has been a common target, with director shuffles at Phillips 66 and Penn Entertainment far from isolated anomalies. We’ve also seen a significant increase in withhold campaigns for driving director changes and other demands.
2. Make real-time data and shareholder sentiment a board priority
Amid this perfect storm of new tactics, heightened scrutiny and radio silence from institutional investors, it’s harder than ever to anticipate vote dynamics and activist positioning.
Is a withhold campaign targeted pressure for governance enhancements, or a prelude to a full-blown proxy fight? Your company’s future depends on answering questions like these quickly and well. And this means moving beyond historical data, guesswork and ad hoc interpretation to real-time intelligence.
Now is the time to invest in systems and processes that deliver accurate, actionable data on investor sentiment, proxy trends, and governance benchmarks.
3.Rethink your own outreach
It’s time to look beyond business as usual for shareholder engagement as well. This means rethinking how your organization interacts with institutional investors. What new touchpoints can you leverage to fill in communication gaps? How can you proactively share your governance story — especially future-focused strategies and positive milestones — in a way that responds to current trends and sentiment?
Think about harnessing all of the data collected in the steps above, like voting data and proposal outcomes, to shape your narrative. “The 2025 proxy season made clear that activists will not sit on the sidelines waiting for more ideal economic conditions,” Andrew Freedman, Chair of Olshan Frome Wolosky’s Shareholder Activism Practice Group, warned in this year’s review. And here’s what he recommends: “Stay prepared to respond to well-crafted demands and sharp strategies, underscored by an unwavering focus on performance and accountability.”
Keep reading for more on the 2025 proxy season
Dive into our full analysis — AI, ESG, 2025’s wildest campaigns and much more — in the full report: The Proxy Season Review 2025.
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The Proxy Season Review 2025
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