Report: Anti-DEI Proposals Surge in the 2025 Proxy Season

PR Newswire · 6d ago

NEW YORK, April 14, 2025 /PRNewswire/ -- Corporate DEI initiatives are facing growing scrutiny from policymakers, regulators, and other stakeholders. This heightened criticism is bearing out in the 2025 proxy season, with a significant rise in shareholder proposals seeking to counter, limit, or rollback DEI efforts.

By early April, 13 anti-DEI proposals have already been filed at US public companies. That's nearly as many proposals as were filed in all of 2024. Additionally, these anti-DEI proposals account for a bigger share of all DEI-related proposals: In 2024, anti-DEI proposals represented 23% of all DEI proposals. So far in 2025, the anti-DEI share has jumped to 40%.

"Anti-DEI shareholder proposals have been steadily rising over the past few years, despite receiving minimal support. Usually, the main goal of these proposals isn't to get them passed, but for proponents to exert influence, amplify opposition, and generate media attention," said Andrew Jones, Principal Researcher at The Conference Board ESG Center and coauthor of the report.

These insights come from a new report by The Conference Board, produced in collaboration with ESGAUGE, Russell Reynolds Associates, and The Rutgers Center for Corporate Governance. Findings are based on shareholder proposals submitted at Russell 3000 companies, with data as recent as April 1, 2025.

Additional insights include:

1—Volume of Shareholder Proposals

Anti-DEI Proposals

Proposals against DEI initiatives surged in recent years—and will likely reach record levels in 2025.

  • 2024 proxy season recap: From 2021 to 2024, the number of anti-DEI proposals filed annually grew from 1 to 17. They went from representing only 1% of all DEI proposals to 23%.
  • 2025 proxy season outlook: As of April 1, 13 proposals have been filed. They account for around 40% of all DEI proposals filed so far in 2025.

Pro-DEI Proposals

Shareholder proposals promoting or advancing DEI initiatives peaked in 2021.

  • 2024 proxy season recap: From 2021 to 2024, the number of pro-DEI proposals filed annually plummeted from 102 to 57.
  • 2025 proxy season outlook: As of April 1, 18 pro-DEI proposals have been filed.

2—Support Levels for Shareholder Proposals

Anti-DEI Proposals

Despite growing public attention around anti-DEI proposals, they continue to receive minimal support.

  • 2024 proxy season recap: Support for such proposals was less than 2% on average in 2024.
  • 2025 proxy season outlook: As of April 1, support for proposals voted on ranged from 0.8% to 2.3%.

Pro-DEI Proposals

Support for proposals in favor of corporate DEI initiatives has dropped in recent years.

  • 2024 proxy season recap: From 2021 to 2024, support for such proposals fell from 36% to 22%.
  • 2025 proxy season outlook: This trend is expected to continue in 2025 and reflects a broader decline in support for environmental and social proposals.

3—Key Themes of Shareholder Proposals

Anti-DEI Proposals

The most common themes include legal and financial risks and DEI metrics in executive pay.

  • Legal and financial risks of DEI: Requests for audits on whether DEI programs create legal liability by discriminating based on race or gender, exposing companies to reverse discrimination lawsuits.
  • Executive compensation and DEI: Proposals call for removing DEI-related performance metrics from executive pay structures, arguing that such goals introduce bias.
  • Reconsider or abolish DEI programs: Proposals seeking to scale back or eliminate DEI programs, policies, and departments, questioning their necessity, effectiveness, or legality. These have grown quickly in 2025.
  • "Viewpoint diversity" and ideological neutrality: Requests to include political ideology and viewpoint as protected characteristics in EEO policies to prevent ideological bias or exclusion.

Pro-DEI Proposals

The most common themes include enhanced reporting, board diversity policies & pay gap disclosure.

  • Enhanced DEI reporting and metrics: Proposals seeking greater transparency in corporate DEI efforts, including disclosures on diversity in hiring, retention, and promotion, to advance inclusion efforts.
  • Board and executive diversity policies: Calls for commitments to include diverse candidates in board director appointments and senior executive hiring.
  • Pay gap disclosure: Proposals requesting disclosure of median and adjusted pay gaps by gender and race, citing links to recruitment, retention, and corporate reputation.

Commentary:

"Just a few years ago, companies and proponents were more willing to engage on DEI proposals. Today, reaching agreements poses a bigger challenge—particularly as some proponents' requests have become more prescriptive or disruptive," said Ariane Marchis-Mouren, Senior Researcher at The Conference Board and coauthor of the report.

"Shareholder support for DEI proposals has been dropping over the past few years. This is partly because boards are generally more diverse and disclosures have improved, but also due to the perception of greater risk associated with diversity commitments. As a result, both negotiated withdrawals and majority approvals are becoming rarer," said Richard Fields, head of the Board Effectiveness Practice at Russell Reynolds Associates.

"Institutional investors have largely resisted anti-DEI proposals, viewing them as inconsistent with established corporate governance principles and the interests of shareholders. Most companies have echoed this stance, recommending votes against these measures. Notably, the proposals tend to come from a small set of ideologically driven activists rather than broad investor coalitions—limiting their legitimacy and broader appeal," said Matteo Gatti, Professor of Law at Rutgers Law School.

"This proxy season presents especially big challenges for companies as they face multiple DEI-related proposals from opposing perspectives, underscoring the complexity of balancing investor expectations, regulatory scrutiny, and corporate commitments," said Umesh Chandra Tiwari, Executive Director of ESGAUGE.

About The Conference Board

The Conference Board is the member-driven think tank that delivers Trusted Insights for What's Ahead™. Founded in 1916, we are a non-partisan, not-for-profit entity holding 501 (c) (3) tax-exempt status in the United States. www.ConferenceBoard.org 

About ESGAUGE

ESGAUGE is a data mining and analytics firm uniquely designed for the corporate practitioner and the professional service firm seeking customized information on US public companies. It focuses on disclosure of environmental, social, and governance (ESG) practices such as executive and director compensation, board practices, CEO and NEO profiles, proxy voting and shareholder activism, and CSR/sustainability disclosure. Our clients include business corporations, asset management firms, compensation consultants, law firms, accounting and audit firms, and investment companies. We also partner on research projects with think tanks, academic institutions, and the media. www.esgauge.com

About Russell Reynolds Associates

Russell Reynolds Associates is a global leadership advisory firm. Our 500+ consultants in 47 offices work with public, private, and nonprofit organizations across all industries and regions. We help our clients build teams of transformational leaders who can meet today's challenges and anticipate the digital, economic, sustainability, and political trends that are reshaping the global business environment. From helping boards with their structure, culture, and effectiveness to identifying, assessing and defining the best leadership for organizations, our teams bring their decades of expertise to help clients address their most complex leadership issues. We exist to improve the way the world is led. www.russellreynolds.com

About the Rutgers Center for Corporate Law and Governance

The Rutgers Center for Corporate Law and Governance is a project of the Rutgers University School of Law, located in Camden and Newark, New Jersey. The Center is an interdisciplinary forum for research, analysis, and discussion of current issues in corporate law and governance. The Center serves as a resource for students, faculty, alumni, and the business and nonprofit communities. Its objectives are to identify and promote best corporate law and governance practices and law reform, and to build bridges between Rutgers Law School, the business and nonprofit communities, government officials, and other Rutgers University units. For more information, visit https://cclg.rutgers.edu/

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SOURCE The Conference Board