As the final weeks of summer fly by, we can’t help but turn our attention to the fact the proxy season will be upon us again very soon. For those that want to look back on what we experienced during this year’s season, Gibson Dunn just published their annual summary of shareholder proposal developments. Key takeaways from this year’s summary include:

– Shareholder proposal submissions fell for the first time since 2020.

– The number of proposals decreased across all categories (social, governance, environmental, civic engagement and executive compensation).

– No-action request volumes continued to rise and outcomes continued to revert to pre-2022 norms, with the number of no-action requests increasing significantly and success rates holding steady with 2024.

– Anti-ESG proposals continued to proliferate in 2025, but shareholder support remained low.

– Data from the 2025 season suggests that the Staff’s responses to arguments challenging politicized proposals (those proposals that express either critical or supportive views on ESG, DEI and other topics) were driven by the specific terms of the proposals and not by political perspectives.

– New Staff guidance marked a more traditional application of Rule 14a-8, but the results of the 2025 season indicate that Staff Legal Bulletin 14M (“SLB 14M”) did not provide companies with a blank check to exclude proposals under the economic relevance, ordinary business or micromanagement exceptions.

The Gibson Dunn analysis notes that shareholders submitted 802 shareholder proposals during the 2025 proxy season, which was down 14% from 929 in 2024. The percentage of proposals excluded through an SEC no-action request increased substantially, rising to 25% in 2025 as compared to only 15% in 2024. Companies submitted 378 no-action requests during the 2025 proxy season, up 41% from 269 submitted in 2024.

– Dave Lynn