Why Are Shareholder Activists Scaling Back ESG Resolutions in 2025?
- Directors' Institute
- 5 days ago
- 7 min read
Over the past decade, environmental, social, and governance (ESG) matters have moved to the forefront of corporate boardrooms. Where once ESG resolutions seemed marginal, or at best some kind of symbolic statement, they had, more and more, come to be essential weapons in the arsenal of shareholder activists glad to see corporations nudged toward greater accountability. These resolutions have touched on everything from climate risk disclosure and board diversity to sustainable supply chains and ethical governance. But in 2025, a trend is emerging. And shareholder activists, who had been leading the charge on ESG (for environmental, social and governance) issues, are now going in the opposite direction — curbing their ESG resolutions that they file, in particular at corporate annual meetings in the United States and Europe. This has precipitated a mixture of curiosity and concern: Is this a strategic withdrawal, a function of regulator fatigue, or a reflection of change in the nature of corporate engagement?

The Rise and Peak of ESG Resolutions:
To understand the current pullback, it’s important to start by acknowledging how spectacular the rise of ESG resolutions has been in recent years. After the Paris Climate Agreement and in the face of mounting public pressure, traditional investors and activist groups filed more and more resolutions linked to sustainability programs, corporate diversity mandates, executive responsibility and emissions reductions. ESG investing took off, propelled by regulatory momentum and social expectations. Significant asset managers like BlackRock, State Street and Vanguard declared publicly that they supported the integration of ESG. proxy advisors — who advise fund managers how to vote on corporate matters — started urging companies to meet higher standards.
ESG resolutions also emerged during corporate annual meetings as the defining battlefield over the future trajectory of capitalism. Shareholder activists also used the power of the ballot to push companies to act on nonfinancial performance measures, like asking oil companies to disclose plans for a climate transition or demanding that tech firms tackle algorithmic bias. By 2022 and 2023, record numbers of ESG proposals were filed, with some winning majority shareholder support — something that had never happened before to an ESG proposal — compelling boards to respond.
The Cooling Trend in 2025:
Fast Forward to 2025, and the pace seems to be slowing. Analysis of the current proxy season shows a major drop-off in ESG-related proposals filed. Even more significant is the decreasing level of support for the tabled resolutions. Some resolutions haven’t even managed double-digit support. This pullback by shareholder activists has baffled many observers, especially as global climate risks, income inequality and workplace inclusion all continue to loom.
But to understand this shift, there are numerous structural, strategic and political reasons below the surface.
A More Sophisticated Corporate Response:
Among the biggest shifts is that many firms have already responded to the ESG challenge on their own, making resolutions less necessary. Fueled by years of advocacy, image-consciousness and pushback from big investors, companies have embraced stronger sustainability efforts. Climate disclosures, gender pay gap reporting and board diversity metrics are now common at many large companies. Such pre-emptive actions have undermined the reason for any further resolutions at least for the time being, from the perspective of some campaigners who now view dialogue and negotiation as more effective than confrontation.
Corporate boards and executive teams have also grown more adept at handling ESG expectations. They routinely consult with shareholders throughout the year, in private sessions, provide ESG updates and lay out transparent roadmaps for change. This increasing appetite to cooperate — along with greater standardization in ESG reporting — has changed the calculus from one of external pressure to one of shared interest, limiting the need for hard resolutions.
Legal Pushback and Political Backlash:
The second major driver behind the move is increasing political and legal resistance to ESG frameworks, primarily but not exclusively in the US. In 2023 and 2024, multiple conservative-led states fought forcefully against what they called “woke capitalism,” going after asset managers and pension funds that have used ESG criteria in making those decisions. Some state treasurers went as far as to divest from companies that backed ESG proposals. Furthermore, in certain areas, new laws have been aimed at curbing the kinds of shareholder resolutions that can be submitted— the ones that are “social” or “ideological” in nature, in particular.
Legal pushback has also been delivered in the heightened scrutiny by the U.S. Securities and Exchange Commission. Although the SEC has in the past permitted shareholder proposals as a means to democratize corporate governance, recent discussions have centred on whether ESG proposals fall within materiality and relevance. A group of companies, more aggressive in their approach, has been seeking through petitions to the SEC to exclude proposals from the proxy ballot, typically citing rules about repetition or shareholder eligibility. This has added friction and bureaucracy to the activists’ toolkit making it more difficult for shareholder resolutions to make it to annual meetings.
ESG Fatigue Among Investors:
Another, more subtle yet vitally important evolution has been the slow depletion of institutional investors’ enthusiasm. With ESG expectations having ratcheted up for years, investors now want more clarity around the ESG strategy’s real impact on a business. Some have become skeptical of ESG resolutions that seem broad, unworkable or unrelated to shareholder value. The enthusiasm in ESG still remains, but what’s advancing it forward is a more sceptical, performance-driven lens.
Rather, investors increasingly want proposals to be closely tethered to measurable outcomes — like the degree to which emissions disclosures influence risk assessments, or how diversity metrics correlate with productivity and innovation. Now, resolutions that are too broad, ideologically inclined, or redundant of current programs are receiving more scrutiny. This recalibration has put many activists in a quandary: file fewer, more targeted resolutions or be taken off the shareholder roster altogether.
A Shift Toward Behind-the-Scenes Engagement:
The increase in private engagement strategies is also causing a drop in public ESG proposals. Large investors, among them activist funds and pension boards, are finding that they can accomplish more through quiet diplomacy than through public confrontation. This shift reflects the maturing of ESG’s activism — from agitation to collaboration.
Increasingly, rather than submitting proposals, activists will ask for in-person meetings with company leaders, propose ESG policy changes and work on joint sustainability targets with companies. This way both sides can avoid public confrontations, even though they keep pushing on change. In 2025, a lot of shareholder activists are convinced that it can be more effective to work behind the scenes rather than to push those headline-grabbing resolutions at annual meetings.
Diverging Priorities Among Activist Groups:
But not all ESG topics are losing steam at the same rate. Corporate diversity initiatives and climate-related disclosures are still the priorities, but questions around political lobbying, reproductive rights and content moderation policies are being asked less frequently in company boardrooms. This divergence mirrors a larger tension among activists: how to prioritize overlapping yet different issues without dissipating focus.
Some are doubling down on climate action and sustainability initiatives, particularly in high-emission industries such as energy, manufacturing and transportation. The others are scaling back because of resource constraints or falling returns. The result is a more fragmented ESG activism landscape in 2025 with less agreement on strategy.
The Rise of ESG Integration in Corporate Strategy:
Ironically, this drop in ESG proposals may actually be a sign of success. In 2025, ESG is no longer the side show; it’s embedded in corporate risk management, investor communications and long term strategy. Most leading companies now publish comprehensive sustainability reports, have in place chief sustainability officers, and integrate ESG metrics into Executive remuneration. These actions, to a degree, internalized what was once demanded by resolutions externally.
Also, as ESG becomes mainstream, the need and urgency to advocate through the shareholder resolution process as a catalyst for change is getting reduced. Some activists argue that their energy is better spent by holding companies accountable to already-announced targets rather than relentlessly pushing for new ones. As corporate annual meetings grow more procedural and less combative, ESG debates are moving to other forums — policy think tanks, multilateral diplomatic stages and investor roundtables.
Looking Ahead: A Tactical Pause or a Long-Term Trend?
It’s unclear whether the current retreat by shareholder activists is just a tactical pause or a bigger change. A lot will depend on how companies follow through on their sustainability pledges, how the regulations around the world develop and what society expects. If ESG results continue to disappoint, or if greenwashing becomes a bigger issue, it is possible that activists will come back with a vengeance.
By contrast, the instruments of influence are multiplying. Other than resolutions, activists are exploring litigation, social media campaigns and cooperative investor coalitions as tactics to apply pressure. Proxy voting policies seem to be getting more nuanced, as well, meaning investors can vote in favor of certain ESG outcomes without blindly supporting all resolutions.
In the end, ESG advocacy isn’t going away — it’s mutating. And 2025 will most likely signal the start of a more nuanced, multi-faceted understanding of responsible investing and stakeholder accountability.
Conclusion: Rethinking What Success Looks Like in ESG Activism
The drop in ESG resolutions at corporate meetings in 2025 could be a sign of progress rather than a setback. Activists are adjusting their approaches, companies are integrating ESG values into their practices, and investors are becoming more discerning. This indicates that the ESG movement is maturing and becoming essential for businesses.
Vigilance will be an important aspect for the road ahead. The corporation's efforts to diversify, sustainability actions, climate risks and ethical governance remain important in a vulnerable global economic order. The questions remain how these issues will be addressed - through the measures of Dialogue, disclosure or disruption, that will define the next phase of Shareholder activism.
Our Directors’ Institute - World Council of Directors can help you accelerate your board journey by training you on your roles and responsibilities to be carried out efficiently, helping you make a significant contribution to the board and raise corporate governance standards within the organization.
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