Shareholder Proposal No-Action Requests in the 2025 Proxy Season

Corporations submitted 35% more no-action requests to the SEC this proxy season to exclude shareholder proposals from their proxy statements, and about 70% of requests were granted. Companies had greater success than in recent years excluding proposals on the basis of substantial implementation, economic relevance or being false and misleading. Partner Marc Gerber and associate Jeongu Gim discuss how the increased success rates in 2024 and 2025 and new staff guidance this year indicate a greater receptiveness to grant no-action requests, though determinations remain highly fact-specific.