Navigating the 2025 Proxy Season: Six Key Developments to Watch
A flurry of changes has created an unusually tumultuous proxy season for many companies. Key among these changes are recent guidance from the U.S. Securities and Exchange Commission (“SEC”) on 13G reporting eligibility, executive orders targeting diversity, equity and inclusion (“DEI”) initiatives at companies, a change in leadership within ISS’s special situations team which oversees […]

Scott A. Barshay, Chelsea N. Darnell, and Carmen X. Lu are Partners at Paul, Weiss, Rifkind, Wharton & Garrison LLP. This post is based on a Paul Weiss memorandum by Mr. Barshay, Ms. Darnell, Ms. Lu, James E. Langston, Frances F. Mi, and Steven J. Williams.
A flurry of changes has created an unusually tumultuous proxy season for many companies. Key among these changes are recent guidance from the U.S. Securities and Exchange Commission (“SEC”) on 13G reporting eligibility, executive orders targeting diversity, equity and inclusion (“DEI”) initiatives at companies, a change in leadership within ISS’s special situations team which oversees the proxy advisor’s recommendations in contested situations, and changes to the SEC’s guidance on Rule 14a-8 shareholder proposals.
We highlight below six key developments to watch this proxy season and their potential impact on companies.