Proxy Season Global Briefing: Trends on Boards of Directors
Summary
Glass Lewis’s 2025 global proxy-season briefing reviews shareholder voting outcomes and board composition trends across regions, focusing on director election opposition, gender diversity on boards, and broader racial/ethnic diversity disclosure. The memorandum compares 2025 results with prior years and highlights regional variation: relatively stable director election outcomes in the U.S., rising failed elections in Canada, low dissent among large European companies, and elevated-but-declining opposition in Australia. It also documents steady gains in board gender diversity across EMEA, North America and APAC, while noting leadership/executive diversity still lags. Separately, racial/ethnic diversity disclosures rose in some indices while aggregate disclosure in the U.S. fell year-on-year.
Key regional nuances: U.S. plurality voting practices mean many directors who fail to achieve majority support remain on boards; Canada saw a small increase in failed elections concentrated in a few issuers; Europe saw minimal large-cap dissent but some notable contentious cases; Australia recorded fewer high-dissent director votes than last year but levels remain above historical norms. On diversity, Europe leads on board gender representation, North America and APAC are improving incrementally, and disclosure practices vary widely—particularly in the U.S., where reporting of racial/ethnic director data declined in 2025.
Key Points
- U.S. director election outcomes broadly stable: 72 nominees failed to get majority support in overall U.S. coverage (vs 69 in 2024); plurality rules often keep such directors in place.
- Canada recorded 10 failed director elections in 2025, continuing an upward trend and concentrated in a small number of boards.
- Large European companies saw minimal director-election dissent; only 2% of companies experienced over 20% dissent and no uncontested blue-chip director elections failed.
- Australia saw a decline in director opposition (17 directors with >25% dissent versus 25 last year) but levels remain above long-term norms, often linked to remuneration and performance concerns.
- Board gender diversity rose across regions: many European blue-chip boards exceed 40% gender diversity, North American boards are around 30% (U.S.) and 40% (Canada), and APAC shows gradual improvement with fewer boards having zero gender-diverse directors.
- Executive-level gender diversity remains uneven and frequently lags board-level progress, with several blue-chip firms across Europe reporting no gender-diverse executives.
- Racial/ethnic board diversity is increasing where disclosed, but U.S. disclosure of aggregate or individual director demographic data dropped from 94.1% to ~70% of Russell 1000 companies in 2025.
- UK progress meets Parker Review targets for ethnic minority representation broadly, while Canada and parts of Latin America show mixed outcomes and limited depth in ethnic diversity.
Why should I read this?
Short version: if you care about who runs companies, how boards are held to account and what diversity actually looks like across markets — this briefing saves you time. It pulls together voting outcomes, regional hotspots of shareholder dissent and the real state of board diversity in one read, so you can spot governance risk, reputational issues or compliance gaps fast.
Author’s take
Punchy and practical: these findings matter because board composition drives strategy, risk oversight and investor confidence. The modest gains in gender and ethnic diversity are real, but disclosure backsliding in the U.S. and persistent gaps at executive level mean there’s still heavy lifting to do. For governance teams, investors and advisers, the briefing flags where pressure points and enforcement realities will shape the next proxy season.
