TheCorporateCounsel.net

This week on the Proxy Season Blog, Liz notes a trend that has emerged thus far in this proxy season where we are seeing “unprecedented” withdrawal rates for environmental and social shareholder proposals. Liz notes that the Staff’s publication of Staff Legal Bulletin No. 14M earlier this year may have something to do with an increased propensity on the part of the proponents to withdraw these types of proposals. A new ISS-Corporate analysis of 295 shareholder proposals on E&S topics submitted to companies year-to-date in 2025 notes:

While the outcome of 72% of these proposals remains pending, a review of those with a finalized status (voted, withdrawn, omitted) reveals significant shifts in both proponent behavior and the SEC’s response to no-action requests from companies. Excluding pending proposals, proponents have withdrawn 95% of requests focused on environmental issues and 62% of requests focused on social issues (excluding those related to lobbying and political contributions) – an unprecedented withdrawal rate.

The ISS report goes on to note:

This heightened expectation for proposal omissions is evident in the review of proposals focused on lobbying and political contributions transparency. Between 2015 and 2024, only 32 of 915 such proposals were omitted due to a no-action request. So far, in 2025, 71% of these requests have been omitted, signaling a clear shift in the SEC’s approach and enforcement under its new guidance.

These observations signal a potentially significant shift in the shareholder proposal landscape. We will continue to monitor these developments as the proxy season unfolds.

– Dave Lynn