This Proxy Voting Weekly Digest is derived from TCB Benchmarking, powered by ESGAUGE. Benchmark your governance, compensation, environmental, and social practices against US public companies in just minutes. Contact Garen Alexander atGAlexander@tcb.orgto learn moreor request a free trial.
As the 2025 proxy season unfolds, the number of shareholder proposals going to a vote remains below 2024 levels (443 vs. 576), with sharp declines in social (102 vs. 172), environmental (60 vs. 76), and human capital management (38 vs. 84) proposals. Support for these proposals has also dropped considerably. Governance proposals have slightly increased (165 vs. 155), although support remains unchanged (39%). More proposals have been omitted so far this proxy season, though withdrawals have dropped significantly.
SHAREHOLDER PROPOSALS
January 1 through June 13 2025:
Number of shareholder proposals voted in the Russell 3000: 443 (vs. 576 in 2024)
Governance: 165 (155)
Environmental: 60 (76)
Social: 102 (172)
HCM proposals: 38 (84)
Executive compensation: 51 (56)
Other (e.g., elect dissident’s director): 27 (33)
Average support: 23% of votes cast (vs. 22% in 2024)
Governance: 39% (39%)
Environmental: 10% (18%)
Social: 13% (16%)
HCM proposals: 9% (16%)
Executive compensation: 17% (14%)
Other: 38% (19%)
Number of shareholder proposals omitted/withdrawn: 313 (vs. 330 in 2024)
Omitted: 180 (136)
Withdrawn: 133 (194)
Noteworthy from the week ended June 13, 2025:
28 shareholder proposals went to a vote—including five at Dynavax Technologies Corporation (all filed by Deep Track Capital, LP), four at Best Buy Co., Inc., one at American Airlines Group, Inc., and one at Target Corporation.
SOP VOTES AND DIRECTOR ELECTION RESULTS
January 1 through June 13, 2025:
Average support for say-on-pay proposals in the Russell 3000: 91% (vs. 91% in 2024)
Companies who failed say-on-pay: 19 (27)
Companies receiving between 50-70%: 83 (107)
Average support for director elections: 95% (vs. 95% in 2024)
Audit committee chairs: 95% (95%)
Compensation committee chairs: 94% (93%)
Nominating/governance committee chairs: 91% (90%)
Noteworthy from the week ended June 13, 2025:
At Cabalette Bio, Inc., 45.6% of shareholders voted against the company’s executive compensation package (its say-on-pay vote received 54% support).
SEC NO-ACTION REQUESTS
January 1 through June 13, 2025:
325 No-Action Requests for 2025 annual meetings (vs. 251in 2024)
180 (55%) granted (vs. 137 or 55% in 2024)
82 rejected (25%) (61, 24%)
63 withdrawn (19%) (53, 21%)
Most common exclusion category: Rule 14a-8(i)(7) Ordinary business (Micromanagement) (87 proposals with granted no-action relief)
Most successful topic: Other corporate governance issues (33 requests granted)
The TCB Benchmarking platform, powered by ESGAUGE, provides access to a comprehensive library of corporate disclosure data from US public companies. Contact Garen Alexander at GAlexander@tcb.orgto learn more or request a free trial:
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