The number of shareholder proposals making it onto banks’ proxy statements is down sharply this year, reflecting a change in regulatory guidance and greater caution around political risk.
It’s too early to say if the total volume of shareholder proposals at large and regional banks will decline year over year, experts say. But it’s clear that more proposals are being withdrawn and omitted from ballots before the proxy statements are published, and that a growing number of the motions that do make it onto ballots are from conservative opponents of efforts to combat climate change and promote diversity, equity and inclusion.
A year ago, Goldman Sachs’ proxy included nine shareholder proposals. This year, the investment banking giant faces just three shareholder motions, including two that question potential reverse discrimination by the company.
At Wells Fargo, the number of shareholder proposals has dropped from eight last year to four this year, while at both Citigroup and Bank of America, such motions have fallen from six to four.
The reductions follow new Trump-era guidance from the Securities and Exchange Commission, which has loosened the standard by which companies can exclude shareholder proposals from their proxies. It also comes as the Trump administration
The SEC recently rescinded Biden-era guidance that essentially made it easier for investor groups to put shareholder proposals up for a vote. The changes are “part of the reason why we’re seeing so few proposals on the ballot compared to last year,” said Jun Frank, global head of compensation and governance advisory at ISS Corporate, a subsidiary of the proxy advisory firm Institutional Shareholder Services that provides advisory services to public companies.
Given the current political climate, certain shareholder groups might have to rethink their strategies, he said.
“We’re seeing a lot of proposals being withdrawn, and that probably indicates the challenges that some of [the proponents] are facing, such as more scrutiny and potential concern from asset owners and beneficiaries,” Frank told American Banker. “There’s an increased sense of being more careful in the management of their political risk as they make these proposals.”
In recent years, shareholder proposals at large and regional banks have run the gamut from corporate governance issues — such as the idea of
Conservative groups have also filed shareholder proposals in recent years.
For this year, the volume of proposals is tracking last year’s volume, ISS Corporate said. But the number of anti-ESG proposals is becoming more common, representing 34.7% of all proposals submitted so far, compared with 21.9% in 2024, the firm said.
The total number of proposals last year was 160. That number included 62 proposals related to corporate governance, 35 focused on social issues and 35 tied to anti-environmental, social and governance matters.
In 2025, there have been just 26 proposals submitted related to corporate governance, while 35 of them — the same number as all of last year — relate to anti-ESG issues, ISS Corporate said.
Large regional banks are also seeing a decrease in the number of shareholder proposals making it onto the ballot. PNC Financial Services Group, Truist Financial and First Citizens Banchares each had at least one motion last year. This year, they have none.
JPMorgan Chase, the largest U.S. bank by assets, faced seven shareholder proposals in 2024, while Morgan Stanley faced three. Neither company has released its 2025 proxy yet.
In a March 14 report, ISS Corporate offered an early review of environmental and social shareholder proposals during the current proxy season.
Pointing to “a dramatic shift” spurred by the SEC changes, the firm said “the effects of this policy change are already manifesting in a sharp reversal of key trends” in ESG-related proposals.
Excluding shareholder proposals that are still “pending” — which include those on the ballot but not yet been voted on, as well as those that have been submitted but the proxy hasn’t been published — shareholders as of mid-March had withdrawn 95% of requests related to environmental issues and 62% related to social issues, according to the report.
That’s “an unprecedented withdrawal rate,” ISS Corporate noted.
The National Center for Public Policy Research, a conservative nonprofit organization, is one of the groups filing proposals focused on anti-DEI initiatives at banks and other public companies. The group filed about 60 proposals during the 2024 proxy season, and this year it filed about 40, said Stefan Padfield, executive director of the Free Enterprise Project, a division of the NCPPR.
The group decided to “get more focused” this year but may ramp up proposals again, he said.
NCPPR is asking Goldman Sachs shareholders to vote in favor of an independent racial discrimination audit analyzing the bank’s legal and reputational risks related to its race-based initiatives. And the group is currently negotiating with two other banks on similar matters, he said.
The progressive group As You Sow, which in recent years has filed climate-related shareholder proposals at several banks, did not file any for the current proxy season, said Danielle Fugere, president and chief counsel. She pointed to a few reasons, including the fact that the group has had some success in getting banks to improve their emissions disclosures and set goals.
“It’s both that this area is more mature and that [banks] are trying to bring in the actual work they do on a day-to-day basis,” Fugere said. “So that’s in the bucket of there being less need.”
The changes at the SEC are another factor, she said. “There is simply a lot of political pressure and an understanding that there would be a new SEC” following the change in presidential administrations, Fugere said.
Because shareholder proposals are often viewed as “market barometers,” the fact that there could be fewer of them would have an impact on how banks figure out what’s important to their investors, Frank said.
If this year is any indication, more proposals “will get stuck at the SEC and not make it onto the ballot,” Frank said. “And that means supporters will likely need to rethink their approach.”
