The ESG Crossfire: Shareholder Proposals Stir Controversy This May

As the 2025 proxy season enters its final stretch, shareholder activism shows no signs of slowing. While the number of shareholder proposals has begun to dip slightly compared to earlier in the month, the intensity of debate, especially around ESG (Environmental, Social, and Governance) issues, remains high. According to Minerva Analytics, 213 proposals were filed in the first two weeks of May alone.

One of the most significant developments this season has been the rise of ‘Vote No’ campaigns, where investors urge others to vote against specific board directors, often as a response to perceived ESG failings. Unlike traditional shareholder proposals, these campaigns do not call for a specific policy change but signal dissatisfaction, typically targeting accountability, climate strategies, and board independence.

Three major companies, McDonald’s, FirstEnergy, and ExxonMobil, are currently the focus of such campaigns. At McDonald’s, the Shareholder Commons has recommended a vote against Board Chair Chris Kempczinski due to concerns about the company’s alignment with WHO guidelines on antimicrobial resistance. At FirstEnergy, Majority Action is leading a push against two directors, citing failures to align with climate targets. Similarly, at ExxonMobil, the group has criticized the company for inadequate climate strategies, targeting directors Joseph L. Hooley and Lawrence W. Kellner.

Read More: ESG Rating and Shareholder Activism: Driving Corporate Responsibility

ESG concerns continue to dominate shareholder agendas across the board. From climate accountability to AI governance, the landscape is becoming more complex. This year has seen a spike in proposals related to generative AI, with both pro- and anti-ESG proponents weighing in. At Amazon and Meta, the National Legal and Policy Center has filed proposals urging tighter controls surrounding AI, focusing more on personal beliefs as opposed to what’s fair. In contrast, groups like As You Sow and AFL-CIO are advocating for robust ethical frameworks and transparency to manage reputational and operational risks.

The proxy season also highlights persistent demands for better corporate governance. Shareholders at Amazon and Home Depot are calling for a separation of CEO and Chair roles, citing concerns about conflicts of interest. These proposals highlight a recurring theme: The need for independent oversight at the board level.

Labour practices and human rights due diligence are also in the spotlight. Mondelēz and Merck & Co. are facing proposals to review their human rights policies, while Amazon and Wendy’s are under scrutiny for alleged poor labour conditions. For Amazon, this is part of a recurring cycle of criticism revolving around warehouse injuries and employee surveillance.

Also Read: What is the ESG movement all about?

The anti-ESG movement has also gained traction this season, particularly through proposals attacking DEI (Diversity, Equity, and Inclusion) initiatives. At McDonald’s and Merck, proposals have been filed to remove DEI metrics from executive compensation, again led by the National Legal and Policy Center. These proposals are unlikely to pass, but they indicate mounting pressure on companies to defend their DEI policies amidst broader societal pushback.

Looking ahead, several high-profile AGMs are scheduled for early June, including Alphabet, PayPal, and Mastercard, all familiar targets of shareholder activism. These meetings will see continued clashes between pro- and anti-ESG camps, along with calls for stronger governance practices like the right to call special meetings and act by written consent.

As the 2025 proxy season winds down in North America, it’s clear that shareholders are becoming more sophisticated in how they drive change. Filing resolutions aside, they are using tools like ‘Vote No’ campaigns to hold companies and directors directly accountable. Whether it’s climate transparency, AI ethics, or human rights, investors are making their voices heard.

With the Japan proxy season on the horizon, the conversation around ESG and corporate accountability is far from over.

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Source: Minerva Analytics