– Thursday May 22 marked the peak of the US AGM season, according to ISS Corporate analysis, with 137 Russell 3000 companies convening shareholders – more than any other day this year.
This milestone comes amid a notable decline in shareholder proposal submissions and a sharp rise in omissions, driven in part by new SEC guidance requiring greater economic relevance.
– At its 2025 shareholder meeting, Amazon CEO Andy Jassy defended the company’s aggressive $100 bn investment in artificial intelligence, positioning it as essential to competing with Microsoft and Google, Fortune reported.
Jassy emphasized that Amazon’s AI infrastructure and services are already generating significant returns and will be central to future growth. The remarks come amid broader investor concerns about capital allocation and long-term strategy.
Following the Amazon AGM, Tulipshare’s CEO Antoine Argouges issued a pointed critique of the company’s labor practices, citing persistent safety issues and high injury rates in its warehouses.
In the shareholder advocacy group’s Proposal 10, Tulipshare accused Amazon of ‘knowingly putting workers at risk’ in pursuit of productivity targets, citing data showing the company’s injury rate in 2023 was nearly triple that of Walmart. Argouges argued that Amazon’s practices have led to an estimated $8 bn in annual costs due to attrition and injury-related disruptions. The proposal did not pass. In fact, USA Today reported that Amazon shareholders rejected ‘all climate, AI and leadership proposals’ at the annual meeting.
– Reuters (paywall) reported that Victoria’s Secret has adopted a shareholder rights plan, after Australian billionaire Brett Blundy’s firm increased its stake in the company.
The poison pill defense is intended to prevent any single investor from gaining control without board approval. The plan will activate if any investor acquires 20 percent or more of the company’s shares, signaling the board’s intent to maintain strategic autonomy amid rising investor interest.
– Phillips 66 and activist investor Elliott Management have reached a settlement following a contentious campaign over board representation, the Wall Street Journal (paywall) reported. Elliott, which had pushed for four new board seats, will now see two of its nominees join the board of the oil refiner.
The agreement follows months of pressure from Elliott, which had built a $2.5 bn stake and called for operational improvements, including divestitures and cost reductions.
– Senate Banking Committee Republicans, led by Chairman Tim Scott, have raised concerns over the growing influence of proxy advisory firms ISS and Glass Lewis. In a letter to the firms, lawmakers criticized the lack of transparency and economic analysis behind vote recommendations, particularly on ESG-related proposals.
The senators also flagged potential conflicts of interest, citing ISS’s dual role as both advisor and governance consultant. It comes as broader political scrutiny of the proxy advisory industry’s role in shaping corporate governance.
– Meanwhile, The Public Company Accounting Oversight Board (PCAOB), is facing calls for dismantlement from some Republican lawmakers, the WSJ reported. Critics argue the board has become overly aggressive in its enforcement and lacks sufficient accountability. Defenders of the PCAOB warn that eliminating the agency would undermine investor confidence and weaken audit oversight at a time when corporate transparency remains critical.
– New analysis warns that a growing competition among states – particularly Delaware, Texas and Nevada – to attract corporate incorporations may be eroding the traditional oversight role of boards, according to Bloomberg Law.
Lawrence Cunningham of the University of Delaware suggests that Texas, for example, has enacted reforms that reduce director liability and limit shareholder litigation, allowing companies to dilute or eliminate core board duties. Tesla’s 2024 reincorporation from Delaware to Texas, following a Delaware court’s invalidation of Elon Musk’s $55 bn compensation package, illustrates how companies may now sidestep traditional governance checks, he argues.
– A new survey from PwC and The Conference Board reveals growing dissatisfaction among C-suite executives with board performance. According to the 2025 Board Effectiveness: A Survey of the C-suite report, 93 percent of executives believe at least one board member should be replaced, and only 32 percent say their boards possess the right skillsets for effective oversight.
The report highlights a disconnect between executive and director priorities. While executives rank international business and AI as top concerns, only 9 percent and 10 percent of directors, respectively, agree.
– Georgeson’s 2024 Global Activism Report shows that board-related campaigns remain the most common form of shareholder activism globally, with notable regional differences in tactics and targets.
The report’s authors found that in the US, companies with a market cap of $2 bn or below accounted for more than half of activist activity during 2024. Across Europe, more than 40 percent of activist campaigns targeted UK companies last year, likely owing to its regulatory framework and diverse shareholder structures.
Laurie Havelock
Laurie has been with IR Impact for over a decade, becoming editor in 2023 after roles as a reporter and research editor. He moderates events and serves as MC for global awards. Previously, he was acting business editor at the i newspaper and deputy...
