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States, including Delaware, Texas and Nevada, enacted statutory changes to attract company incorporation, while some policymakers and other stakeholders continued to put pressure on investors’ environmental, social and governance (ESG) practices and renewed efforts to reign in proxy advisors. Some investors grew more cautious about sharing their perspectives and revised their policies in ways that made their voting intentions less clear. These changes occurred amid a new political environment and ensuing economic and market uncertainty related to US trade policy.
In this dynamic business environment, companies overall secured strong support in key votes, including those related to director elections and say-on-pay. Still, investors demonstrated continued willingness to hold specific directors accountable and vote against management. Also, proxy disclosures — a powerful vehicle for telling the company’s governance story — highlighted technology as an area where companies continue to strengthen their oversight and disclosures.
To help directors navigate the evolving proxy landscape and changing stakeholder expectations, we examine four takeaways from the 2025 proxy season and suggest actions for boards to consider.