Preparing for the 2025 proxy season

This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement.

For the fourth year in a row, the total number of shareholder proposals submitted increased. Nearly 1,000 proposals were submitted this year.

The most popular shareholder proposal topics in 2024 were:

• climate change, including requests to adopt emission reduction targets, disclose climate transition plans, climate-related lobbying, and climate risks;

• nondiscrimination and diversity, including proposals for third-party audits of company impact on civil rights and DEI, DEI effectiveness reporting, and disclosure of gender or racial pay gaps;

• simple majority voting (eliminate supermajority voting requirements);

• director resignation bylaws; and

• separation of chair and CEO (independent board chair).

Please see full publication below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

© A&O Shearman

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