Conference Board, notes that this increased volume had significant practical implications, such as more time and resources spent on engagement, increased workload for corporate secretaries and IR teams, and greater pressure from investors. Marchis-Mouren believes that 2025 is on course


to approach or exceed 2024 levels, and while trends suggest an increase in activism this year, she says, “It is worth noting that the success rates for activ- ists have dropped significantly from 56% in 2023 to 38% in 2024 driven by the convergence of regulatory requirements, economic pressures, and evolving activist strategies with new players joining the field.”


“The 2025 proxy season landscape will be shaped by the flurry of activity from the Executive Branch. This activity will fast-track the DEI pullback, which will be the key theme of the 2025 proxy season.” Brian Valerio, Alliance Advisors


David Farkas, Head of Shareholder Intelligence at


Georgeson, who has worked with investor relations (IR) teams for more than 20 years, notes, “When it comes to activism there is still some level of com- placency. IR teams may believe they don’t need a plan in place since their stock price is doing well, the company has new directors and a good mix between ethnicity and gender on the board. But the reality is that things are great, until they are not great.” Be proactive ahead of proxy season to understand


your shareholder base and implement a strategy well before an activist strikes. While the volume of proposals filed in 2024 in-


creased, support did not. Average shareholder proposal support peaked in 2021 at 35%, reaching only 23% in 2024, with the exception of governance proposals,


1 0 S P R I NG 20 2 5 ■ IR UPDAT E


which achieved support levels of 39%. Overall support for environmental and social (E&S) proposals was even lower. According to a Broadridge ProxyPulse report on the 2024 proxy season, support for E&S proposals was 21.2%, its lowest level in eight years. Although various trends from 2024 show declines,


the number of retail shareholders participating in proxy season continues to rise. As a group, retail ownership grew to nearly 32% of the number of beneficial shares processed by Broadridge in 2024, the highest percentage in the past decade. An increasing number of managed accounts and


a growing population of younger investors led to this growth in retail ownership. Retail investors own more shares and are actively voting their shares; they voted 30% of the shares they owned in 2024, an increase from the prior year. By contrast, Broadridge found that voting par-


ticipation by institutional investors in 2024 was the lowest in five years. As we are all operating in a new environment in 2025, will institutional investor partici- pation in proxy season increase or will participation remain suppressed? Let’s discuss the key issues this proxy season, beginning with diversity.


The Elephant in the Proxy Room – Diversity Courteney Keatinge, Vice President of ESG Research at Glass Lewis, is in her 15th proxy season with the company. She believes this season is poised to be unprecedented regarding diversity, equity, and inclusion (DEI). She notes, “Diversity has become a key issue this


season given the current political environment. Te topic is clearly nuanced, and each company and investor is approaching it in their own way.” Brian Valerio, Senior Vice President in the Advi-


sory Group at Alliance Advisors, agrees: “Te 2025 proxy season landscape will be shaped by the flurry of activity from the Executive Branch. Tis activity will fast-track the DEI pullback, which will be the key theme of the 2025 proxy season, and will almost certainly result in less opposition for directors at companies with less than 30% gender diversity on their board and decreased support for DEI-related shareholder proposals.”


ni ri .org/ irupdate


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