The 2025 proxy season was marked by the evolution of the SEC guidance on beneficial ownership, which caused a “chilling effect” on institutional shareholder engagement. Indeed, following this updated guidance, many large institutional investors, such as BlackRock or Vanguard, have adopted “listen-only” approaches, limiting substantive dialogue with corporate boards.
This shift has led to a decline in engagement, particularly on ESG and social issues. Companies are increasingly cautious in their outreach, wary of triggering regulatory concerns or missteps under the SEC’s updated interpretive framework. As a result, traditional two-way engagement has diminished, prompting Boards to explore alternative channels such as forums and third-party events to maintain investor connectivity.
State of Play Before the 2025 Proxy Season
Shareholder engagement disclosures have been a staple for several years, and the related sections have evolved to be rather standard. While details related to a company’s engagement efforts are not technically required, companies have been providing this information to demonstrate transparency and responsiveness to shareholder priorities or concerns.
Best practice companies detail the number and types of engagements during the year, company participants, topics discussed, feedback received, and actions taken in response.
Disclosures initially focused on investor feedback regarding director elections and executive compensation. However, over the last few years, engagements have expanded to include a company’s responses to societal issues, such as those related to pay equity, diversity and inclusion, and climate change.
45%
include a graphic or visual to show the timeline of the engagement process
44%
include feedback received from shareholders and actions/responses taken in recent years
70%
include at minimum who from the company participated, how many shareholders were contacted, and topics discussed in the Shareholder Engagement section
81%
include prior-year say-on-pay in the Proxy or CD&A summary
How to Adapt in 2026
In a time of regulatory caution and shifting investor behavior, transparency in shareholder engagement remains essential. By refining disclosure practices and expanding the scope of engagement, companies can continue to demonstrate accountability and build trust with their investor base. Investors continue to scrutinize board structure, leadership, refreshment practices, and responsiveness.
As direct engagement shifts in frequency and format, companies must adapt their disclosure strategies without
compromising transparency. Key modifications could include:
- Elevate outreach data. Illustrate the company’s efforts and willingness to engage and receive investors’ feedback by disclosure outreach metrics, even if the engagement is limited.
- Expand your definitions of engagement. Companies can receive feedback from their investor community through various and more indirect ways. Highlight the different ways your investor relations team keeps in touch with investors’ expectations, such as conferences, forums, symposium, sector associations events, etc.
- Shift from shareholders to stakeholders. Interactions with proxy advisors, rating agencies, thought leaders, or industry associations can provide valuable feedback for the company. Highlighting those exchanges will demonstrate efforts toward accountability and responsiveness.
- Expand your outreach to smaller shareholders. Most companies prioritize engagement with large institutional shareholders, but it might be a good time to focus on feedback from more numerous but smaller shareholders.
- Address proposal-driven dialogue. Detail conversations stemming from shareholder proposals or reactions to prior votes to show responsiveness.
- Report on engagement outcomes, even when interactions are indirect or informal.
- Maintain historical dialogue reporting. If more traditional dialogue mechanisms are getting slower and less effective, they are still a valuable source of feedback and should be addressed in the proxy.
- Include a high-level discussion of past discussions and the actions taken by the company in response.
Examples
Cardinal Health 2025 Proxy Statement (pages 36 and 37)
Includes a comprehensive outreach data graphic, making it easy to confront outreach and engagement at one glance. Includes a “Beyond our governance-related outreach” highlight, which visually shows various indirect engagement mechanisms.
United Airlines 2025 Proxy Statement (pages 57 and 58)
Includes visually highlighted outreach data along with an “Off-season engagement” describing all ways (both direct and indirect) they engage with their investor community. Includes language on engagement with proponents, showing responsiveness.
Lockheed Martin 2025 Proxy Statement (page 16)
Includes the various methods of engagement they use, showing diverse ways to get feedback and highlight engagement outside of the annual meeting season. Emphasizes responsiveness by addressing dialogue with proponents.
VICI Properties 2025 Proxy Statement (page 31)
Includes data on stockholders’ outreach and emphasizes various stakeholders by explicitly identifying them in a table and highlighting key numbers on various engagement methods.
Dow 2025 Proxy Statement (page 18)
Includes a comprehensive table presenting stakeholders beyond shareholders, diverse ways to engage, and complementary information, demonstrating efforts to ensure quality feedback.
Coca-Cola 2025 Proxy Statement (page 35)
Includes a comprehensive table presenting stakeholders beyond shareholders and diverse ways to engage. A visual and clear timeline allows the reader to appreciate the year-round efforts the company makes to stay ahead of its stakeholders’ expectations.
Conoco Phillips 2025 Proxy Statement (pages 43, 44, and 45)
Includes precise data on outreach and engagement. They use language that emphasizes responsiveness and include a highlighted text to describe dialogue with proponents.
Tanger 2025 Proxy Statement (page 14)
Includes a detailed table presenting outreach data and engagement data. They use “stakeholder” rather than shareholder and highlight dialogue with broader stakeholders such as lenders, noteholders, and rating agencies.
