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What directors should know about the 2025 proxy season

Governance is a shared investor priority in an increasingly fractured proxy landscape.


In brief
  • Investors are attuned to how companies seize AI opportunities responsibly, use capital strategy to drive long-term growth, and manage political risks.
  • In a new political environment, investors are refocusing on board quality and governance and diverging in their approaches to sustainability.
  • Companies have opportunities to enhance communications on how board skills and education align to strategy and how ESG commitments drive financial value.

As companies prepare for the 2025 proxy season, the EY Center for Board Matters has identified key areas of investor focus and shifts in the proxy landscape that could impact proxy voting results and shape engagement this year.

These findings are based on conversations we had with governance specialists from institutional investors representing US$55 trillion in assets under management. Based on our conversations with investor stewardship leaders, here are developments to watch heading into proxy season 2025.

  • In a rapidly changing business context, investors’ expectations about company priorities are evolving. While climate and talent remain top focus areas, a growing number of investors want companies to prioritize technology, capital strategy and political risk management.
  • Some investors are increasing their focus on board quality and governance, while artificial intelligence (AI) continues to accelerate as an engagement topic.
  • After multiple years of convergence, the investor community is diverging on sustainability stewardship as asset owners and managers adapt to changes in shareholder activism and growing scrutiny from stakeholders in a shifting US political environment.

 

Leading boards will use these insights in collaboration with their management teams to prepare for shareholder engagement and strengthen their investor communications in 2025.

Read the full report including the full list of priorities that investors want companies to prioritize in 2025.

Summary 

Our conversations with 47 investor stewardship leaders found that in the 2025 proxy season board quality and governance will be back in the spotlight. While climate and talent remain top investor focus areas, this year an increasing number of investors are turning their attention to AI governance, capital strategy, and political risk, including scrutiny of DEI programs. With shareholder activism tactics changing and a new political reality taking hold, investors are diverging in their stewardship approaches to sustainability.

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