Update on 2025 DEI / ESG Shareholder Proposal Results (Proxy Season 2025)

As the 2025 proxy season wraps up we wanted to take a look at how DEI / ESG / Governance proposals have fared. In our April early look article, early results suggested a tough road ahead for shareholder proposals—especially those tied to environmental, social, and governance (ESG) issues. Well, that prediction proved right as we continue to see low support across all proposal categories with the exception of those related to good governance.

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A Season of Low Support… Except for Good Governance

For this update we looked at just under 300 proposals from almost 200 companies. The headline from April was that of the 25+ shareholder proposals voted on in early 2025 that we looked at, almost all received less than ~10% shareholder support. The short story on this update: support remains very low across categories with the exception, again, being “good governance” related measures such as declassification. As we noted in April, we are always pleased to see declassification proposals–especially when done proactively by management. In our view, there is little reason to have a classified board. More often than not this is an entrenchment tactic as opposed to a true alignment with shareholder interests.

From the January–March meetings we had a few big players with shareholders showing little support for DEI and similar proposals, for example:

• Costco (COST): A proposal requesting a report on the risks of maintaining DEI efforts received just 2% support.
• Visa (V): Two proposals—on DEI and merchant category codes—failed to break the 1% threshold and lobbying transparency didn’t break 15%.
• Apple (AAPL): Shareholders generally showed more support here with a much-watched proposal on ethical AI data acquisition receiving 11%, while a human rights proposal relating to privacy and child protection garnered with 9% support. However, the report on charitable giving only received 2% support.

Looking at April and May votes, we see similar. Here is a snapshot of the three most targeted companies: Amazon (AMZN), Meta Platforms (META), and Berkshire Hathaway (BRK.B). All three are targeted because of there scope and scale of their activities, but also because they are prominent companies that will drive headlines and clicks for those advocating for change. Here’s a look:

• Amazon (AMZN): Amazon is always a favorite for shareholders to poke with proposals. Support averaged under 14% and only two cracked 20% support. Interestingly we saw not just one, but two proposals on AI.
• Meta Platforms (META): Similar to AMZN (and most others) overall support was low (<12%). The most support came for governance changes around META’s dual class structure — all cracked 20%, but are far from passing. Receiving almost no support was a proposal to assess the benefits of converting some amount of Meta’s treasury from cash (and similar) to Bitcoin under the premise that Bitcoin is better protected from inflation. Given Bitcoin’s current price and the generally renewed crypto craze, we’re a little surprised this didn’t garner a little more support.
• Berkshire Hathaway (BRK.B): With shareholder proposals receiving an average of less than 2% at the meeting, it is clear that the majority of Berkshire shareholders want its management to drive the bus and feel it’s being well run. It may surprise some that Berkshire was also hit with a request on AI, but this is hot, impactful topic for stakeholders and unlike DEI which is struggling under its own weight, AI will likely grow in focus over the next several years. Berkshire was also hit by several anti-DEI proposals which, similar to pro-DEI proposals, received little support.

What’s Behind the Low Support?

The drivers behind low support levels remain the same given the on-going political, cultural, and market environment. Three of the key factors are:

1. Backlash to ESG: A growing segment of investors—and politicians—have taken aim at corporate ESG initiatives. Several proposals this year actually push to scale back DEI and climate-related programs, rather than expand them.
2. Proliferation of Politically-Motivated Filings: Some proposals appear to come from advocacy groups more interested in making statements than winning votes. As a result, even mainstream institutional investors—traditionally open to ESG discussions—have become more cautious.
3. Lack of Alignment with Financial Materiality: Proposals that are perceived as unrelated to company performance often struggle. Requests for reports on charitable giving or third-party audits can seem disconnected from shareholder value, particularly without clear financial rationale.

Given Low Support, Do These Votes Matter?

Overall, the vast majority of public company shareholders want companies to focus on their fiduciary responsibility to build successful businesses that deliver returns for shareholders through responsible governance. n many cases, unusually high support for shareholder proposals or unusually low support for directors reflects the outsized influence of proxy advisors ISS and Glass Lewis. Their recommendations—whether well-founded or not—often sway votes, with many funds following blindly.

With institutions like BlackRock and Vanguard increasingly offering pass-through voting or client-directed voting, we hope to see shifts in support dynamics over the coming years. We’re also in agreement with folks like Jamie Dimon, Bill Gurly, and Brad Gerstner that the ISS / Glass Lewis duopoly is a problem and funds, when they don’t allow client-directed voting, should take more ownership of their voting choices and have that focus tied tightly around performance and governance. Brad and Bill’s latest BG2 podcast episode hits this hard around minute 55.

Don’t Forget: Not All Shareholder Proposals Make it to Vote (SEC No Action)

It’s important to remember that not all attempted shareholder proposals make it to a vote. When a shareholder proposal is submitted, companies can appeal to the SEC’s Division of Corporation Finance for what’s known as a “no-action” letter—essentially asking the SEC staff to confirm they won’t take enforcement action if the company leaves the proposal out of its proxy materials. If the SEC agrees, the proposal is excluded, and shareholders never get to vote on it. The company can ask to exclude it for a variety of reasons whether on technicalities or more substantial such as it being an attempt to micromanage the company’s ordinary business operations. For example, below is a summary of a no-action request involving Constellation. In this case, the SEC granted no-action relief, allowing the company to exclude a proposal submitted by As You Sow. We’ll do a review of SEC No-Action letter activity for 2025 at a later date.

Example SEC No-Action Letter Summary from Boardroom Alpha

DEI / ESG Shareholder Proposal Result Update