June 1 - When NGO ShareAction warned investors not to re-elect Jamie Dimon as JPMorgan chairman at the bank’s AGM in May, it was drawing from a diminishing hand of cards to challenge boards. The non-profit stated the bank caused further climate hazards by removing limits to financing thermal coal and Arctic oil and gas.
Shareholder resolutions are non-binding and have historically helped to flag up such environmental, social and governance risks to boards. But ESG investors fear that changes under the Trump Administration mean investors in future may need to rely on litigation, or on influencing the composition of individual boards in director votes like that of JPMorgan.
In November 2025, financial regulator the Securities and Exchange Commission (SEC) gave boards much greater decision-making power over the exclusion of resolutions from AGMs, reversing decades of SEC arbitration.
Then in December, Donald Trump issued an executive order instructing the SEC to review rules that govern shareholder resolutions and curb the influence of proxy advisors – research and advisory firms, such as Glass Lewis and ISS, that analyse resolutions and make recommendations on shareholders voting.
“The executive order tilted the balance of power towards management and away from shareholders considerably,” said Lindsey Stewart, director of institutional insights for research provider Morningstar.
Although the SEC has not yet fully implemented the executive order, one fear among ESG investors is that the SEC, whose political outlook aligns with the president, could limit the shareholder eligibility to file proposals so severely that they diminish to practically nothing.
This could be achieved by significantly elevating restrictions on proposal submission according to the value of shares owned by the investor. Some shareholders are concerned that shareholder proposals could be eliminated altogether.
Many investors believe boards’ awareness of emerging risks could become seriously restricted as a result. The Council of Institutional Investors (CII), whose members own assets of around $5.2 trillion, urged a reversal of the decision to grant companies sole authority over shareholder resolution exclusions in a letter to the SEC in January. Resolutions are “an important shareholder right that … has led to improvements in corporate governance that benefit long-term shareholder value”, it stated.
Meryl Richards, director of food and forests at Ceres, a network of institutional investors advocating responsible investment, agrees. “Several recent cases illustrate the benefits that proposals can have in encouraging companies to take steps that can help them succeed, so investors can protect their long-term shareholder value,” she says.
For example, Green Century Capital Management has engaged with PepsiCo on ways to better manage supply chain risks from agricultural production, such as the overuse of water. The firm joined several other investors to file a shareholder proposal in November 2025 asking PepsiCo to publish information on its nature-related risks and impacts.
In March this year, Green Century announced that PepsiCo had agreed to disclose in public how it identifies and lowers adverse effects on nature. Investors withdrew the proposal following this outcome.
Mercy Investment Services, another investor, and ESG shareholder advocacy non-profit As You Sow filed a similar proposal at General Mills in September 2025, requesting the company publicly share how it tracks and reports on pesticide use reductions achieved by farmers involved in its regenerative agriculture programme, a key metric of success.
During that shareholder meeting, 28% of investors voted for the resolution, indicating strong support. Mercy Investment stated this would enable General Mills to decrease reputational risk, avoid losses in market share to competitors and meet consumer demand for more sustainable and healthy products.
Sanford Lewis, a lawyer advocating for shareholder rights, maintains that shareholder resolutions can make a material difference to corporate finances, by prompting boards to conduct more in-depth horizon scanning, or look more closely at their own practices, an essential aspect of governance.
“Shareholder proposals serve as early warnings of neglected risk, including in some instances existential risk”, he says.
For example, a proposal filed by faith-based investors requesting that Meta annually report on safety risks to young users in May 2024 received 59.1% of the non-management controlled vote, and was raised at the same time with Apple and Google owner Alphabet. In September 2024 Meta introduce Teen Accounts, which it says provides teenagers with built-in restrictions that automatically limit who they talk to and the content they see.
In March 2026 it was reported that a jury awarded $6 million in damages against Meta and Google (owner of YouTube) after a young woman alleged that negligent platform design contributed to her addiction to social media. Meta, which was found to be 70% liable, states on its website that the lawsuits “misportray the company”. Both companies said they would appeal.
Perhaps the most stark case of shareholder foresight relates to subprime lending, which provoked the 2008-2009 financial crash. Concerned by predatory loans, shareholders submitted a proposal in 2004 at insurance company American International Group (AIG). They requested the board conduct a review of ways to link executive compensation to successfully addressing predatory lending. The proposal received 2.8% support.
Four years later, AIG was on the brink of collapse, only surviving due to $182 billion in government bailouts.
Lewis says lower-value shareholders, many of whom are responsible for far-sighted resolutions, are most at risk of being silenced by the SEC changes. Some of these are individuals, and others are NGOs.
A senior official at Californian pension fund CalPERS, who asked not to be named, underlined the point: “We don’t think good ideas are limited to people who have money.”
A picture illustration shows a Facebook logo reflected in a person's eye, in Zenica
A Facebook logo reflected in an eye. A proposal filed by faith-based investors requested that Meta annually report on safety risks to young users in May 2024. REUTERS/Dado Ruvic Purchase Licensing Rights, opens new tab
Corporate trade bodies are among those supporting greater restrictions on shareholder resolutions. The National Association of Manufacturers (NAM) said in January that many of its members agree with stricter requirements for who can file investor resolutions, such as raising the ownership threshold at least to $1 million.
The association argued in a letter to the SEC in September 2025 that “the … process has in recent years been hijacked by a cadre of professional shareholder proponents that seek to force companies to act according to their own narrow interests rather than the good of the business or long-term investor returns.“ It says many NAM members believe the proposals process is misused to promote activists’ political and social views.
Aaron Bertinetti, CEO at Georgeson, a company that helps firms deal with governance, says the U.S. is “unique” due to the prominent role played by its shareholder proposals system.
“For corporates, it is a lot of work and a lot of time to handle shareholder proposals”, says Bertinetti.
However, the system provides opportunities for exchanges with the larger institutional investors, alongside the smaller nonprofit shareholders.
These asset owners may have a difference of opinion from asset managers, with whom the senior management of the company tends to have most contact.
“It gives them access to that client behind the asset manager, which becomes very valuable for a company when it is trying to get support on its more important proposals like election of directors and compensation. “
But he suggests that the U.S. could align more with countries where shareholder resolutions have a lower profile, and discussions about ESG with investors are channelled away from the AGM. In Australia, for example, it is management that has put forward “Say on Climate” proposals, following investor dialogue.
