2025 Proxy Season and Activism Outlook

With the Trump Administration’s inauguration coinciding with the preparation and start of U.S. proxy season, issuers and activists have noticeably recalibrated priorities from the past year. From environmental, social and corporate governance (ESG) repositioning by issuers to scaled-back shareholder proposals, what follows are some of our observations and trends in this year’s annual meeting season:

1. ESG pullback and regulatory realignment

In the current climate, support for ESG initiatives has noticeably declined. Filings of ESG resolutions through the middle of 2025 dropped to 841 from 1,034 in 2024, nearing lows not seen since 2015. Moreover, the U.S. Securities and Exchange Commission’s (SEC’s) Staff Legal Bulletin (SLB) No. 14M’s guidance facilitated a rise in exclusions: 24 percent of proposals were omitted, compared to just 14 percent in 2024, leading to fewer ESG filings and muted campaign momentum.

2. Governance endures, activists pivot

While interest in ESG softened, traditional governance propositions held firm. Shareholder filings on governance remained relatively stable at 302, compared to 318 in 2024. Notably, governance resolutions secured majority support in 45 instances, with boards even choosing not to oppose several proposals and roughly 40 companies responding proactively with charter or bylaw adjustments. Broader market trends also show activists increasingly pivoting toward “vote-no” strategies in director elections.

3. Activism meets strategy in an M&A context

Public company activism gathered momentum in early 2025, buoyed by an uptick in dealmaking and investor appetite for strategic change. Reuters reports that during the first quarter, roughly 70 activist campaigns were launched worldwide — a 17 percent increase from the same period in 2024. Of these initiatives, 41 were directed at U.S. companies, representing a 46 percent surge in domestic activity. Activists also secured about one-third more board seats than a year earlier, underscoring their continued influence on board structures. 

Activists targeted boards over pending deals they viewed as undervaluing assets, pushed for alternative transaction structures and called for measures such as spin-offs to unlock shareholder value. This blend of governance challenges and deal-related agitation suggests that boards must prepare for activist involvement not only in ongoing operational matters but also in shaping the trajectory and terms of significant strategic transactions.

For a copy of the 2025 U.S. Proxy Season Review, contact Brian Hwang, SVP – M&A and Activism at BHwang@allianceadvisors.com.

For an in-depth analysis of expected global and regional M&A activity in the next six months, early-stage IPOs and restructurings, read our data-driven forecast in the SS&C Intralinks Deal Flow Predictor for Q4 2025 — available now.