Resolutions to watch

Voting on resolutions is one of the primary means by which shareholders can exert influence over their investee companies. Asset managers’ voting on environmental and social resolutions tabled by shareholders, as well as their use of votes for or against items tabled by company management, provide a barometer for how seriously asset managers are taking these critical issues.

Management resolutions

Some environmental and social issues are significant enough to pose a direct threat to the viability of critical systems that underpin our society and economy. Given the systemic risk that these issues represent, we believe that companies acting in a way that directly exacerbates these risks are extremely unlikely to be working in the long term interests of shareholders and the wider economy.

We urge investors to escalate by voting against management items at company AGMs to reinforce the need for urgent action and address these issues as key material risks.

A number of investors are leading the way, setting out voting policies covering management items which set clear expectations for portfolio companies, but this is not yet widespread. More universal adoption of this approach, and greater consistency in policies, would help ensure effective utilisation of this important lever for shareholder influence and greater clarity and coherence for company boards and executives.

Below we provide a set of proposed core voting guidelines, based on examples from existing voting policies and guidelines used by investors and partner organisations. We would encourage investors to adopt these in their approach to votes on management items through the 2025 AGM season.

Company is actively lobbying against action on climate change

• Investors may wish to use InfluenceMap data or the CA100+ net zero benchmark (criteria 7) to assess compliance.

• We recommend a vote against the Chair, with further escalation if the company does not address this issue.

Company is expanding coal, oil and gas production and infrastructure in a manner incompatible with long-term 1.5 alignment

• Investors may wish to use Urgewald data to assess compliance. Investors can also refer to ShareAction's RISE guidance paper on fossil fuel sector policies.

• We recommend a vote against the Chair, with further escalation if the company does not address this issue.

Company is in a carbon-intensive industry but has not published a credible transition plan and has no clear plan to do so

• Investors may wish to use the Transition Pathway Initiative (TPI) or CA100+ net zero benchmark (criteria 1-6) to assess compliance.

• We recommend a vote against the Chair, with further escalation if the company does not address this issue.

Company does not follow WHO guidelines on responsible use of antimicrobials

• Further information can be found in this investor briefing from NGO Shareholder Commons.

• We recommend a vote against the Chair, with further escalation if the company does not address this issue.

Company is active in high-risk deforestation sectors, but does not have a measurable and timebound deforestation commitment

• We recommend a vote against the Chair, with further escalation if the company does not address this issue.

We recommend investors also review more detailed management voting resources and flagged votes put forward by The Shareholder Commons, Sierra Club, and the Association of Member-Nominated Trustees (AMNT).

We also highlight Sarasin & Partners’ Net Zero Voting Guide as an example of best industry practice in this area.

The above suggested core policies on climate and nature represent a small subset of the responsible voting policies which are currently being used by investors around the world. We propose them as a starting point for more widespread adoption. We are also keen to engage in broader dialogue around evolving a minimum standards approach and to explore the challenges and opportunities surrounding the adoption and implementation of effective voting policies within the rapidly evolving landscape – please watch this space for more on this and get in touch with investorengagement@shareaction.org if you would be interested in participating in a dialogue with us and other investors.

Shareholder resolutions to watch

We've collated a list of key resolutions being filed at major companies in 2025, that we believe should be a priority for investors this proxy voting season.

This is not a comprehensive list, and we expect investors to carefully consider all environmental and social resolutions; however, we are highlighting some that we think are particularly innovative and worthy of careful consideration by asset managers.

We also urge investors to review similar lists produced by other NGOs working in this space:

• Shareholder Commons Portfolios on the Ballot

• As You Sow

• Ceres

• Reclaim Finance

• Majority Action

• Majority Action equity-focused votes

Both votes in favour of shareholder resolutions and votes against management proposed resolutions can be used as part of an effective stewardship approach. Please see our RISE paper on escalation for guidance.

The Resolutions Tracker was published on 31 March 2025. More resolutions may be added as they are made public. We aim to update the tracker regularly.

For more information contact research.secretariat@shareaction.org.