Report captures how economic volatility, political uncertainty, and shifting investor priorities are reshaping North American boardrooms

Toronto, Ontario--(Newsfile Corp. - September 16, 2025) - Kingsdale Advisors, North America's leading strategic shareholder and governance advisory firm, today released its 2025 Proxy Season Review, the most comprehensive analysis of the forces reshaping Canadian and American boardrooms. Covering the season from July 1, 2024, to June 30, 2025, the report captures how shifting regulation, persistent activist pressure, and emerging investor demands are creating a governance environment as unpredictable as it is consequential.

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Wes Hall, Founder and CEO of Kingsdale Advisors, says of the review, "This proxy season was defined by turbulence. Activists pushed harder than ever on M&A, governments rolled back DEI and disclosure rules, AI governance arrived on the ballot, and proxy advisors found themselves under the microscope. For boards, the playbook has changed: a good defense requires foresight, early preparation, direct engagement, and the courage to lead through uncertainty, or risk losing control of your narrative."

Key insights from the report include:

• Activism reshaped by M&A pressure: Kingsdale tracked 67 campaigns in 2025, down slightly from last year's record 76 but still above the five-year average. Activists secured wins in 53% of contests, though management is improving its defenses. Notably, more than three-quarters of activist victories came via settlement, a record high, highlighting how fast-moving "one-day campaigns" are replacing prolonged battles.

• Diversity and climate disclosure face political headwinds: President Trump's executive order curtailing DEI programs triggered immediate policy reversals in the U.S., while Canada paused new climate and diversity disclosure rules. Yet many investors continued to oppose directors at companies lacking gender or racial diversity, signaling that stakeholder expectations remain ahead of regulators.

• AI on the agenda: From zero proposals last year to 14 in 2025, AI governance became a visible feature of proxy ballots. While none passed, support averaged just 17.4%, their emergence signals a rising investor priority. Boards should prepare for sharper scrutiny in 2026 as adoption accelerates.

• Proxy advisors under unprecedented scrutiny: ISS and Glass Lewis faced mounting pressure from U.S. lawmakers and state governments, with new bills and lawsuits challenging their influence, conflicts, and methodologies. With regulatory reform looming, boards can no longer rely on proxy advisors as the sole bridge to investors, direct and proactive shareholder engagement is critical.

• Executive pay steady but vulnerable: Say-on-Pay support remained high at 92.5%, but companies saw support plunge from proxy advisors with negative recommendations. Glass Lewis also previewed a new pay-for-performance model set to debut in 2026, introducing uncertainty into next year's votes.

• Shareholder proposals broaden and diversify: 121 proposals were filed in 2025, with Canadian banks accounting for nearly half. Support for environmental resolutions declined, but a governance proposal at Dollarama to replace virtual-only AGMs with a hybrid model passed, marking a rare and symbolic win for shareholders.

Kingsdale Advisors' 2025 Proxy Season Review underscores that boards can no longer treat activism, ESG, AI, and proxy advisor oversight as isolated issues. They are converging to create a governance environment where stakeholder expectations evolve faster than policy. For boards, the challenge is not just to respond, but to anticipate shifting investor priorities. As a result, the future of shareholder engagement will be shaped by both access and influence. Ultimately, success will not be measured by the frequency of contact, but by the quality of engagement.

The full report provides boards, executives, and governance professionals with Kingsdale's proprietary analysis, data-driven insights, and practical takeaways to prepare for 2026.

DOWNLOAD THE REPORT: 2025 Proxy Season Review

2025 Proxy Season Review

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For strategic shareholder and governance advisory, contact: strategy@kingsdaleadvisors.com.

About Kingsdale Advisors

As the leading advisor to public companies on shareholder, governance and transaction-related matters, Kingsdale Advisors has been at the centre of many of the largest and most high-profile proxy fights, M&A transactions and special situations across North America. Headquartered in Canada, with a significant presence in the United States, the firm delivers a multidisciplinary offering spanning strategic and defensive advisory, governance advisory, compensation advisory, strategic communications, and voting analytics.

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