Across the Board
Anti-ESG Shareholder Proposals in 2025
So far, the 2025 proxy season has demonstrated that support for anti-ESG measures remains low
“As of June 3, 2025, conservative proponents that traditionally submitted anti-ESG proposals had submitted an aggregate of approximately 120 shareholder proposals… Support levels [shareholder votes] for proposals ranged from a low of 0.20% to a high of almost 12%, with a median support level of 1.4%.… Collectively, proposals touching on DEI… constitute more than 40% of the anti-ESG proposals voted on to date in 2025. These proposals received a maximum of around 3% of shareholder support. … Notwithstanding, anti-ESG proponents appear to be broadening their agendas—from familiar attacks on DEI initiatives and climate-related targets to newer demands addressing political or religious discrimination, cryptocurrency treasury strategies, artificial intelligence oversight and, to a lesser extent, traditional governance reforms—thereby compelling issuers to respond to an ever-wider array of proposals…. Boards and management teams should continue to refine their shareholder-engagement protocols, maintain clear rationales for ESG-related policies, and ensure that disclosure controls are calibrated to address both pro- and anti-ESG scrutiny, recognizing that while anti-ESG activism shows little sign of swaying the broader investor base, it will persist as a vocal and procedurally sophisticated force in the proxy landscape.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Reynolds American Ends DEI Initiatives after Activist Pressure
Reynolds will adopt a policy of ‘corporate neutrality on divisive topics’
“Reynolds American Inc, the maker of Camel cigarettes and Vuse vapes, said Wednesday it is discontinuing its diversity, equity and inclusion programs following discussions with anti-DEI activist Robby Starbuck. The 150-year-old tobacco company, owned by British American Tobacco Plc since 2017, outlined several policy changes in an employee letter shared with and reported on by Bloomberg. Reynolds will stop participating in the Human Rights Campaign Foundation’s Corporate Equality Index, which evaluates LGBTQ workplace practices, and will no longer sponsor Pride events. The company also plans to end affirmative action programs previously required under President Joe Biden’s administration. Additional changes include eliminating DEI goals, trainings, and the company’s ‘Allyship guide.’… Starbuck, who had previously targeted Reynolds for its ‘woke policies,’ confirmed the changes on social media, noting that the company will now emphasize merit as its focus. Reynolds American’s brand portfolio includes Camel, Newport, Lucky Strike, Pall Mall, American Spirit, and Grizzly.” INVESTING.COM
Ad Giants, Seeking Merger, Agree to F.T.C.’s No-Boycott Deal
Omnicom and Interpublic said they would not direct their clients’ advertising away from media platforms because of the platforms’ political content.
“The Federal Trade Commission has paved the way for the advertising giants Omnicom Group and Interpublic Group to complete a long-awaited $13.5 billion merger, after the companies agreed that they would not boycott media platforms because of the platforms’ political content. The agreement, detailed in a consent decree that the F.T.C. announced on Monday, is an unusual move by one of the nation’s principal antitrust regulators… ‘Coordination among advertising agencies to suppress advertising spending on publications with disfavored political or ideological viewpoints threatens to distort not only competition between ad agencies, but also public discussion and debate,’ Daniel Guarnera, director of the F.T.C.’s Bureau of Competition, said in a statement.” NEW YORK TIMES
Comcast Shareholders Reject Proposal for Independent Chair
Media and telecommunications conglomerate’s shareholders vote against a proposal to curb Chairman and Chief Executive Brian Roberts’s power
“Comcast shareholders have voted against a proposal to curb Chairman and Chief Executive Brian Roberts’s power by installing an independent chair on the company’s board. The National Legal and Policy Center, a stock-owning conservative think tank, previously floated the pitch to have the board chaired by an independent director. President Trump regularly criticizes NBC and MSNBC, which are owned by Comcast, and has repeatedly lashed out at Roberts personally. The media and telecommunications conglomerate said Wednesday that the independent chair policy was one of two shareholder proposals voted down during Comcast’s 2025 annual shareholder meeting that morning. Shareholders also rejected a proposal to consider CEO pay ratio, or the ratio of the chief executive’s compensation to the median compensation of other employees, in executive compensation.” WALL STREET JOURNAL
Judge Issues “Fair Use” Ruling In Favor Of Anthropic
This Is Likely Just The Start Of Lengthy Copyright Battles Over AI Training Models
“A judge’s decision that Anthropic’s use of copyrighted books to train its AI models is a ‘fair use’ is likely only the start of lengthy litigation to resolve one of the most hotly contested questions over the latest tech revolution. U.S. District Judge William Alsup’s ruled that Anthropic’s use of the books was ‘exceedingly transformative,’ one of the factors courts have used in determining whether the use of protected works without authorization was legal. His decision was the first major decision that weighed the fair use question in generative AI systems. Yet some content creators see another aspect of Alsup’s ruling as just as or even more significant: He ruled that Anthropic had to face a trial on the question of whether it is liable for downloading millions of pirated books in digital form off the internet, something it had to do in order to train its models.” DEADLINE
Netflix Appoints Ellie Mertz to Board of Directors, Rejects Jay Hoag’s Resignation
Hoag was not reelected to the company’s board at its annual shareholder meeting on June 5, with votes representing 78% of shares against him
“Netflix appointed Airbnb chief financial officer Ellie Mertz to its board of directors on Tuesday while rejecting the resignation of lead independent director Jay Hoag after shareholders voted against reappointing him to the board. Hoag, an early investor in Netflix, was not reelected to the company’s board at its annual shareholder meeting on June 5, with votes representing 78% of shares against him. Hoag, who had only attended 50% of board meetings in 2024, ‘offered his resignation from the board, conditioned upon board acceptance,’ Netflix said in its 8-K filing. In that filing, Netflix disclosed that the board’s nominating and governance committee ‘recommended that the Board reject Mr. Hoag’s resignation offer,’ saying that the venture capitalist ‘remained engaged with the Company and Board activities by attending meetings with senior management, engaging in pre-Board meeting memos, and helping to set agenda topics for meetings.’” YAHOO FINANCE
Proxy Firm ISS Urges Paramount Shareholders to Vote Against Shari Redstone's Re-Election
ISS criticized the board for maintaining a problematic capital structure and flagged the company's executive bonus program
“Institutional Shareholder Services advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. In a report dated June 23, the influential proxy adviser recommended voting out Redstone, who serves as Paramount's non-executive chair and is president of National Amusements, along with three other directors Barbara Byrne, Linda Griego, and Susan Schuman. ISS criticized the board for maintaining a problematic capital structure and flagged the company's executive bonus program for over-relying on subjective individual performance metrics.” YAHOO FINANCE
Should Victoria’s Secret’s Board Be Replaced?
Six of the nine current board members sat on the board during the company’s decline
“Victoria’s Secret & Co. is being targeted by two activist investors seeking to overhaul the retailer’s board. The pressure comes as the lingerie retailer’s market valuation has collapsed to about $1.5 billion from the $6.5 billion it commanded after its 2021 split from Bath & Body Works. Last week, Barington Capital Group, which has built a stake of more than 1% in the lingerie retailer, issued a letter to the Victoria’s Secret’s board that blamed the retailer’s struggles on high senior management turnover and a “lack of marketing and merchandising focus,’…Also cited as a factor was an unclear vision. .. Barington further argued that leadership, including Hillary Super, current CEO and former CEO of intimates upstart Savage X Fenty, lacks the experience to lead a turnaround. Six of the nine current board members sat on the board during the company’s decline, and the remaining two independent directors ‘have limited experience successfully scaling large, global consumer businesses,’ according to Barington.” RETAIL WIRE
Fewer Campaigns, but Much to Observe from the 2025 Proxy Season
Expect the unexpected, as regulatory and political curveballs abruptly reshape activist campaign tactics and outcomes
“While the number of overall shareholder activism campaigns cooled in the 2025 proxy season compared to years past, the season has been marked by its fair share of fireworks and headlines, as well as unique events and disruptions. The season has also provided many lessons for companies as we look ahead to the 2026 proxy season. In 2025, value beat virtue, as activists zeroed in on value and capital allocation and sidelined sustainability topics. Under the universal proxy system, now in its third year, investors happily elected only parts of activist slates. While proxy advisors continued to factor heavily in outcomes, and often recommended for dissident candidates, in one key contest they didn’t carry the day in the face of a tenacious company campaign. This proxy season also saw a resurgence in the prominence of traditional economic activists using ‘vote no’ (or ‘withhold’) campaigns instead of proxy contests. And companies and activists were reminded to expect the unexpected, as regulatory and political curveballs… showed a capacity to abruptly reshape campaign tactics and outcomes.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Nissan shareholders assail management over deepening crisis
New CEO Ivan Espinosa plans cuts, including closing plants and shedding job
“Nissan Motors shareholders vented their frustrations over the automaker's poor performance at its annual general meeting on Tuesday, with some demanding greater management accountability for the deepening crisis at Japan's third-largest car company. The meeting was the first for new boss Ivan Espinosa since he replaced Makoto Uchida as CEO in April. It remains to be seen whether Espinosa, a company veteran, will be able to halt the sharp decline at Nissan…. Shares have fallen some 36% over the last year and dividend payments have been suspended. …Espinosa has laid out plans for big cuts, including closing seven plants and shedding a total of 20,000 jobs, or around 15% of Nissan's workforce.” REUTERS
Professors Warn Against Governance Boards Politicizing Tenure Processes
A Virginia association raises concerns as board appointees appear to seek more input in teaching staff’s tenure
“The Virginia Conference of the American Association of University Professors (AAUP), the largest organization representing university professors in the commonwealth, is raising fresh concerns, after learning the George Mason University’s Board of Visitors inquired in February 2024 about their roles in reviewing promotion and tenure cases. The educators say they fear the pipeline of college professors could contract if more college governing boards seek to influence the hiring and promotion process, Virginia Mercury reports. The debate has bubbled up as the politicization of governing boards at public colleges and universities nationwide, including those in Virginia, has increased… Now, as appointees appear to seek more input in teaching staff’s tenure, the AAUP said it could set a bad precedent.” MSN
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