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ISS-Corporate 2025 U.S. Proxy Season Review Finds Evolving Priorities in a Shifting Governance Landscape
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    Press Release

    ISS-Corporate 2025 U.S. Proxy Season Review Finds Evolving Priorities in a Shifting Governance Landscape

    NEW YORK (September 29, 2025) – ISS-Corporate, a leading provider of robust SaaS and expert advisory services to companies globally, today announced the release of its 2025 U.S. Governance Post-Season Review report, analyzing key trends and data from the recent U.S. proxy season. Against a backdrop of political, legal and regulatory shifts, the report found both continuity from past years in some long-term corporate trends, as well as sharp and dramatic shifts in investor and corporate behaviors.

    Key findings include:

    • Investor support for directors continued to rebound from a 2023 trough for both general board members and committee chairs. Governance committee chairs – frequent targets for investor concern about corporate governance practices – continued to receive the lowest level of median support across the Russell 3000.
    • Amid increased pushback against diversity, equity and inclusion initiatives, boards continued to be diverse this year; however, the attributes of incoming directors showed a greater emphasis on traditional skills such as leadership, financial expertise, and CEO experience. The momentum behind appointing racially, ethnically and gender diverse new directors to public company boards likewise slowed. The number of diverse tenured directors serving at Russell 300o companies exceeded that of new diverse directors for the first time in the last five years.
    • Investors may be reassessing lengthy director tenure, with vote outcomes suggesting more leniency toward long-tenured directors.
    • The total volume of shareholder proposals that were submitted decreased significantly from recent years, driven by a sharp decline in those related to environmental and social issues. The drop in submissions was likely driven by the limited success of such proposals in recent years, improvements in corporate disclosure, increased political pushback, and the Security and Exchange Commission’s Staff Legal Bulletin No. 14M (CF), which reinstated a requirement that shareholder proposals demonstrate a clear nexus to a company’s core business.
    • Among shareholder proposals, governance topics dominated the season. 90 percent of the shareholder proposals that received majority support pertained to governance issues, particularly shareholder rights.

    Issuers and shareholders alike faced an altered landscape this proxy season,” said Jun Frank, Head of Compensation & Governance Services at ISS-Corporate. “Overall, corporate governance trends saw both continuity and significant change – though it remains to be seen whether more pronounced shifts, such as in board composition and shareholder proposal trends, are reflective of near-term priority shifts or more substantial changes long-term.

    To read the full report, please click here.

    ISS-Corporate is a leading provider of robust SaaS and expert advisory services to companies, globally. ISS-Corporate’s datadriven, research-backed Compass platform empowers businesses to understand and shape the signals they send to institutional investors, regulators, lenders, and other key stakeholders. By delivering essential data, tools, and advisory services, ISS-Corporate can help businesses around the world to be more resilient, align with market demands, and proactively manage governance, compensation, sustainability, and cyber risk initiatives. ISS Corporate Solutions, Inc. (“ISSCorporate”) is a wholly owned subsidiary of Institutional Shareholder Services Inc. (“ISS”) and part of the ISS STOXX GmbH group of companies. ISS-Corporate provides advisory services, analytical tools and publications to companies to enable them to improve shareholder value and reduce risk through the adoption of improved corporate governance practices. The ISS STOXX Governance and ESG research teams, which are separate from ISS-Corporate, will not give preferential treatment to, and are under no obligation to support, any proxy proposal of a corporate issuer nor provide a favorable rating, assessment, and/or any other favorable results to a corporate issuer (whether or not that corporate issuer has purchased products or services from ISS Corporate). No statement from an employee of ISS-Corporate should be construed as a guarantee that ISS FOR IMMEDIATE RELEASE STOXX will recommend that its clients vote in favor of any particular proxy proposal or provide a favorable rating, assessment or other favorable result. For more information, please visit https://www.iss-corporate.com

    ISS STOXX GmbH, through its group companies, is a leading provider of comprehensive and data-centric research and technology solutions that help capital market participants identify investment opportunities, detect qualitative and quantitative portfolio company risks, and meet evolving regulatory requirements. With roots dating back to 1985, we today deliver world-class benchmark and custom indices across asset classes and geographies and serve as a premier source of independent corporate governance, sustainability, cyber risk, and fund intelligence research, data, and related offerings. Our products and services give clients the scale and leverage they need to grow their business more effectively and efficiently. ISS STOXX, which is majority owned by Deutsche Börse Group, is comprised of more than 3,800 professionals operating across 30 global locations in 20 countries. Its approximately 5,500 clients include many of the world’s leading institutional investors who turn to ISS STOXX for its objective and varied offerings, as well as companies focused on ESG, cyber, and governance risk mitigation as a shareholder value enhancing measure. Clients rely on ISS STOXX’s expertise to help them make informed decisions to benefit their stakeholders.