Perspectivas
2025 Proxy Season: Why Consistency Matters in a Changing Landscape
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Calvert
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noviembre 24, 2025
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2025 Proxy Season: Why Consistency Matters in a Changing Landscape
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noviembre 24, 2025
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2025 Proxy Season: Why Consistency Matters in a Changing Landscape
2025 Proxy Season: Why Consistency Matters in a Changing Landscape |
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The 2025 proxy season highlighted the increasing complexity of the voting environment, particularly for U.S.-listed companies. Fewer proposals reached ballots, regulatory rules shifted, and investment managers adopted divergent practices. Amidst this flux, Calvert’s proxy guidelines—rooted in the Calvert Principles for Responsible Investing (“Calvert Principles”)—enabled us to apply consistent standards to every proxy vote. Our principles-led approach ensures votes are cast in alignment with long-term financial and sustainability outcomes, not in reaction to changing market trends.
Key 2025 Proxy Voting Trends
Decline in Environmental and Social Proposals
The number of Environmental and Social (E&S) shareholder proposals dropped sharply, with only 239 proposals reaching ballots—a nearly 40% decrease from 20241. This decline resulted from waning support for E&S proposals and new Securities and Exchange Commission (SEC) guidance, which expanded the “no-action” process for excluding proposals. Companies filed 38% more no-action requests than in 2024, and nearly 70% were granted, resulting in exclusion levels last seen in 2020 and 2021. Governance-related proposals also declined, yet more than half received at least 30% support. Only about 7% of E&S proposals exceeded this level, down from 19% in 2024. Calvert supported 77% of environmental proposals and 89% of social proposals, consistent with our support in prior years.
Despite a drop in support for Diversity & Inclusion (D&I) proposals broadly in the market2, Calvert remained committed to evaluating all proposals based on financial materiality and long-term value. Our voting records, available on our website, show that Calvert supported 100% of D&I-related proposals this season... Calvert’s rationale for supporting D&I proposals has been consistent over the past several years: we believe diverse workforces and leadership drive productivity and performance.
Artificial Intelligence (AI) Raises Shareholder Concerns
AI emerged as a growing area of shareholder concern, with companies like Alphabet, Amazon, Meta, and Apple facing proposals for greater disclosure on data use, human rights, and environmental impacts. These resolutions received 10–15% support, an average support level for new topics, and tend to take time to gain traction. The breadth of companies targeted and the substance of the proposals signaled rising investor attention. AI-related governance is now mainstream, with board-level AI knowledge and oversight rising from 12% of the S&P 500 in 2022 to over 31% in 2024, based on disclosures made in proxy statements. Calvert supports proposals that ensure that companies establish strong governance, transparency, and oversight of AI-related risks including bias, privacy, and misinformation.
Regulatory Changes Shape the Season
Updated guidance on Schedules 13D and 13G, which outline reporting requirements of investors with more than 5% ownership of equity securities, prompted some large investors to pause their engagement programs orto become more cautious, less proactive and less candid in their interactions. As a result, public companies may face reduced transparency into investors’ perspectives and decision-making approaches for proxy voting. Companies will likely need to rely on indirect signals to understand shareholder priorities. Calvert continued its stewardship program, using both engagement and voting as complementary tools to advance responsible corporate practices.
Calvert’s 2025 Voting Record
For the past three years, Calvert has maintained strong support for E&S resolutions it believes are financially material and continued to vote against management in line with our proxy voting guidelines. In the U.S., Calvert voted against management on at least one item in approximately 85% of meetings, signaling areas for improvement and reinforcing accountability.
Calvert’s consistency is evident in action. In 2025, Alphabet received proposals to conduct an independent human rights impact assessment related to AI-driven targeted advertising. The company received a similar proposal in 2024. Calvert supported the proposal both years based on the belief that such assessments build trust and help address risks associated with AI-driven advertising, especially following a major data privacy settlement. The speed of innovation in AI means that companies need to continually assess and manage risk, rather than treating it as a one-off exercise. The proposal received 18.5% support in 2024 and 14.3% in 2025. Outside the U.S., voting outcomes reflected regional differences, but Calvert applied the same standard: support proposals that are relevant, achievable, and aligned with long-term shareholder value.
Calvert’s approach to voting is detailed in our Global Proxy Voting Guidelines, but at a high level, the key areas we look for when voting on directors include board and committee independence, board diversity from both a gender and ethnic/racial perspective, as well as individual factors like board overcommitment and attendance issues.
With regards to US Say-On-Pay, Calvert revised its methodology ahead of the 2025 proxy season. Within the composition of the compensation program, we have historically preferred performance-based incentives in the long-term equity award portion of the plan. However, due to the increasing complexity within executive compensation plans, and particularly with long-term performance-based incentives, we shifted from a preference for majority performance-based long-term incentives to a more balanced mix of time-based and performance-based awards.
Our approach to voting on environmental, social, and governance related shareholder resolutions is laid out extensively in our Global Proxy Voting Guidelines. In general, we support: proposals requesting companies to report on their environmental practices; policies and outcomes; proposals seeking improved management and reporting of a company’s suppliers, supply chain resiliency, and responsible sourcing practices and proposals that request companies to develop appropriate policies respecting human rights throughout their global operations. For more information on each of the select shareholder proposal categories shown above, please refer to our Guidelines.
Looking Ahead
Looking ahead to 2026, we expect continued declines in E&S proposals, ongoing discussion of D&I practices, increased focus on AI governance, and further regulatory uncertainty. The SEC Staff’s recent decision to scale back its involvement in reviewing companies’ requests to exclude shareholder proposals adds to this uncertainty. It means that companies will have greater discretion in what goes to vote and places greater pressure on investors and proxy advisory firms to determine whether material issues are being excluded from a vote. In this evolving landscape, consistency will remain vital for clear communication and effective stewardship. Proxy voting is more than a procedural exercise—it is a way for shareholders to articulate their stewardship priorities and drive accountability, transparency, and sustainable outcomes.
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