A record number of shareholder proposals were excluded from corporate ballots during this year’s proxy season, following a significant regulatory shift by the U.S. Securities and Exchange Commission (SEC). The move has curtailed shareholder efforts to push for corporate changes on climate, diversity, and labor rights.
Sharp Rise in Proposal Omissions
In 2025, the SEC approved 195 “no-action” requests—formal appeals by companies to exclude shareholder proposals from proxy materials—marking a 33% increase from the 147 exclusions in 2024, and the highest level since data collection began in 2007 by ISS-Corporate.
As a result, major companies like Amazon and Constellation Brands avoided shareholder votes on sensitive topics such as collective bargaining rights and climate alignment with the Paris Agreement.
Regulatory Reversal Drives the Trend
The rise in exclusions follows a key decision by the SEC in February 2025 to rescind guidance issued under the Biden administration, which had previously eased the inclusion of environmental and social (E&S) proposals that addressed broader societal impacts.
Under the revised guidance, companies are finding it easier to argue that proposals are not materially relevant to their core business operations, justifying their exclusion from proxy ballots.
“The new letter is making it easier for companies to argue that a proposal is not material to the business…,” said Ariane Marchis-Mouren, senior researcher at the Conference Board’s ESG Center. “We can expect an even larger increase next year.”
Environmental and Social Proposals Most Affected
According to the Conference Board/ESGAUGE, 57% of the omitted proposals this year were related to environmental and social issues. Shareholders submitted 574 proposals at S&P 500 companies in 2025, down from 746 the year before.
ISS-Corporate reported that 21% of E&S proposals were omitted this year, more than double the 9% omitted in 2024.
Major Proposals Blocked
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Amazon and Tesla successfully excluded proposals seeking evaluations of their stance on freedom of association and collective bargaining rights.
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Constellation Brands avoided a vote on a proposal by As You Sow to disclose its greenhouse gas reduction strategy, with the SEC ruling it amounted to “micromanagement.”
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Even ESG-skeptical organizations faced setbacks: 27% of their proposals were omitted this year, compared to 13% last year.
Industry Response: Adapting to a New Landscape
Despite the setbacks, advocacy groups are preparing to adapt.
“We’ve been here before,” said Danielle Fugere, president of As You Sow. “We will shape our proposals in a way that we think can raise issues while going to a vote.”
Similarly, Luke Perlot of the conservative-leaning National Legal and Policy Center noted that while the changes may limit certain types of proposals, organizations could pivot to using proxy filings or PR campaigns to raise concerns.
Outlook: A Quieter Proxy Season Ahead?
Experts believe the SEC’s rollback has contributed to a more subdued proxy season with fewer headline-grabbing shareholder battles. As more proposals are omitted and precedents are set, advocates may grow increasingly cautious with submissions—further reducing confrontations over climate, diversity, and social equity.
Still, investor advocates on all sides of the political spectrum signal they’re recalibrating strategies to remain effective under the new regulatory environment heading into the 2026 season.