Despite a Dip in the Overall Volume of Campaigns, a Record Proportion of Seats Secured Through Settlement Propelled U.S. Activists to Big Gains in the First Half of 2025

Despite an 11% decline in the volume of seats gained by activists globally and a 23% drop in U.S. board representation demands, shareholder activists secured a record 112 board seats at U.S.-based companies in the first half of 2025, up from 101 in the same period last year. This success, driven by a high proportion of settlements, is detailed in the new Diligent Market Intelligence: Proxy Season Review 2025 report from Diligent, produced in association with Olshan Frome Wolosky and Campaign Management.

"The first half of 2025 showed that U.S. activists are not just reacting to market conditions but actively shaping their strategies to capitalize on emerging opportunities," said Josh Black, editor in chief, Diligent Market Intelligence. "While many found advantageous settlement terms, others broke with tradition by going the whole way to a vote or pursued withhold campaigns. Notably, the proportion of seats secured through settlements reached a five-year high of 92%, with the average settlement time dropping to 16.5 days in the second quarter, demonstrating the effectiveness of their strategies.”

The report identifies key findings that both boards and investors should be aware of, including:

Record Settlement Rates

• In the first half of 2025, the proportion of board seats secured by activists at U.S. targets through settlement reached 92%, a five-year high and up from 86% in 2024 and 2023, 81% in 2022 and 89% in 2021.
• Amid market uncertainty, the average time to settle board seat campaigns at U.S.-based companies decreased from 19 days in the first quarter of 2025 to 16.5 days in the second quarter.

Pro and Anti-ESG Proposals Hit Record Low

• An evolving regulatory landscape and changes in sentiment around ESG, both pro- and anti-, saw the volume of shareholder proposals advanced at U.S.-listed companies decline to 530 in the first half of 2025 from 735 in the same period of 2024.
• While average investor support for environmental and social proposals dropped to 11%, governance-related demands remained strong, securing 40% average backing.
• Anti-ESG proposals not only decreased in number but also saw a record low average support of 1.4%.

S&P 500 CEO Pay Continues to Climb

• With the stock market recording gains, the median granted pay for an S&P 500 CEO was $17.2 million in 2024, up from $15.9 million in 2023.
• With a standard approach to pay plan design, the average S&P 500 "say on pay" proposal received 89.3% support in the first half of this year, down marginally on the 89.4% support recorded in the same period last year.

Short Sellers Chase AI Stocks with U.S. Most Favored Market

• In the first half of 2025, short sellers published reports on 60 companies globally, a 5% increase from the same period last year, with the U.S. market seen as increasingly favored.
• The tech sector was the primary focus for short sellers, accounting for almost half of all short activity, driven largely by AI-focused stocks.

To download the full report, which also contains a rundown of the most notable campaigns of the season and data on key trends in Europe, Asia, Canada and Australasia, click here.

About the Report

Data contained within the report from Diligent Market Intelligence’s Activism, Voting and Compensation modules run from January 1, 2025, to June 30, 2025. Bespoke data is available on request from our client services team. For more information, please email dmi.press@diligent.com.

About Diligent Market Intelligence

Diligent Market Intelligence (DMI) is a market-leading provider of shareholder activism, investor voting, and corporate governance data. Through its web application and data feeds, clients can access the most complete solution for listed company intelligence on the market, with broader and deeper insights than ever before.

About Diligent

Diligent is the AI leader in governance, risk and compliance (GRC) SaaS solutions, helping more than 1 million users and 700,000 board members to clarify risk and elevate governance. The Diligent One Platform gives practitioners, the C-Suite and the board a consolidated view of their entire GRC practice so they can more effectively manage risk, build greater resilience and make better decisions, faster. Learn more at diligent.com.

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