Sullivan & Cromwell’s 13th annual Proxy Season Review analyzes significant trends and developments that emerged from the recent U.S. annual meeting proxy season and provides takeaways for 2025. The first part of our Review surveys shareholder proposals during the 2025 proxy season, including the intensifying polarization of proposals on ESG topics and the record number of no-action requests submitted by companies. The second part of our Review focuses on trends in compensation-related matters. The third part of our Review, focusing on shareholder activism, will be published within the coming weeks.
Download the 2025 Proxy Season Review - Part 1
Download the 2025 Proxy Season Review - Part 2
Please visit our LinkedIn and X channels for announcements of additional proxy season content.
S&C’s Corporate Governance Practice
Sullivan & Cromwell offers clients an understanding of corporate governance requirements, practices and trends built over decades of experience. In every area of corporate governance—from regular disclosures to extraordinary activist campaigns and policy matters—our Corporate Governance Practice delivers market-leading expertise.
S&C’s Shareholder Activism Practice
The Firm’s Shareholder Activism Practice builds on the foundations of our world-class M&A and takeover defense, corporate governance and crisis management capabilities. Over the past 10 proxy seasons, our partners have led nearly 400 activism defense engagements for public companies of all sizes and across all industries.
Meet Our Lawyers
Marc Treviño is Co-Head of S&C’s Corporate Governance Practice and Managing Partner of its Executive Compensation Group. Marc is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions.
Melissa Sawyer is Co-Head of the Firm’s Corporate Governance Practice and S&C’s Global Head of M&A. She regularly advises clients on governance, activism and takeover defense matters spanning multiple industries, including consumer and retail, TMT, technology, industrials and life sciences.
Lawrence Elbaum is Co-Head of Sullivan & Cromwell’s Shareholder Activism Practice and a partner in the Firm’s M&A Group. Lawrence leverages nearly two decades of experience as a securities attorney and business advisor to counsel boards and c-suites of public companies with respect to proxy fights, hostile bids, merger contests, “Withhold the Vote” or “Vote No” campaigns, precatory proposals and short attacks, as well as an array of complex corporate governance matters.
Patrick Gadson is Co-Head of Sullivan & Cromwell’s Shareholder Activism Practice and a partner in the Firm’s M&A Group. Patrick advises clients in connection with shareholder activism-related investments, hostile takeovers, public and private M&A transactions, strategic minority investments and corporate capital investments. Over the past 10 proxy seasons, Patrick has led over 300 shareholder activism engagements.
June Hu is Special Counsel in the Firm’s General Practice Group. She coordinates the Firm’s Environmental, Social and Governance (ESG) Practice, and advises on a range of ESG, corporate governance, activism and takeover defense matters.