announced that it would “indefinitely halt consid- eration of certain diversity factors in making vote recommendations with respect to directors.” Glass Lewis took a different stance. In a note to


clients on March 4, 2025, John Wieck, Chief Operat- ing Officer of Glass Lewis, announced a bifurcated approach to board elections and DEI-related share- holder proposals. He explained that Glass Lewis “would have preferred not to have had to deliberate over longstanding policy guidelines on board di-


making any major changes to company DEI policies, issuers are already shifting DEI language, modify diversity targets, and broaden company risk factors. Kilian Moote, Managing Director and U.S. Head


of the ESG Practice at Georgeson, says that while changes are actively being considered by public companies, it’s important that we don’t equate public disclosure with strategy. “We often talk to clients about how their public


Beyond navigating changes to DEI, this proxy season is primed to face anti-ESG backlash, specifically regarding climate issues. Support for climate-related proxy proposals in 2024 was muted.


versity and DEI shareholder proposals, but the U.S. Administration’s opposition to DEI is compelling companies, institutional investors, and their proxy advisors to consider changes, now or in the future.” As such, beginning March 10, for any U.S. company


for which Glass Lewis provides a Director “Against” recommendation related in any way to diversity, it will include a “For Your Attention” flag pointing clients to a supporting rationale they can leverage if their preference is to vote differently from the Glass Lewis recommendation. Keatinge explains that “Our client consultations


on the topic of diversity underscored the wide range of perspectives across our global client base. By offer- ing a bifurcated approach, we are addressing these varying needs. While many clients support our holistic approach to diversity, others have different views and have implemented custom proxy voting policies.” While it is important to consult legal counsel before


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disclosure reflects the external environment we’re operating within,” he says. “Companies are not going to adapt their corporate strategy because there are concerns about reporting board composition.” In other words, a company may choose not to report on certain diversity metrics with regard to its Board of Directors, but it does not necessarily mean the company will not continue to recruit a diverse slate of board candidates. Moote emphasizes that while considering com-


munication with external stakeholders, internal stakeholders should also be given equal importance. “Make sure that you are communicating internally to those people that are invested in the company personally, not just the financial people, about any changes to your approach,” he advises. A shift in policy needs the support of all stakeholders to be successful.


What About Greenhushing? Beyond navigating changes to DEI, this proxy season is primed to face anti-ESG backlash, specifically regarding climate issues. Support for climate-related proxy proposals in 2024 was muted. BlackRock, previously a leader in corporate sustainability, made an about-face when it comes to its support of environmental issues. In Te Conference Board “2025 Proxy Season


Preview,” BlackRock is quoted as saying that most ESG proposals in 2024 “were overreaching, lacked economic merit, or sought outcomes that were unlikely to promote long-term shareholder value.” Vanguard did not support any of the 400 E&S propos- als it reviewed last year, finding that none addressed “financially material risks to shareholders.” In December 2024, the U.S. House of Repre-


sentatives Judiciary Committee announced it was seeking information from 60 U.S. asset managers that were members of the Net Zero Asset Managers


ni ri .org/ irupdate


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