Proxy Season Global Briefing: Trends on Boards of Directors
Summary
Glass Lewis’s global proxy-season briefing reviews director election results, shareholder dissent, and board diversity trends across regions for 2025. Overall patterns are stable in the US, rising opposition in parts of Canada, minimal dissent at large European companies, and elevated — though declining — opposition in Australia. The report also documents incremental gains in board gender diversity across regions and mixed progress on racial/ethnic disclosure and representation.
Key findings include: failed director elections in the US remain modestly elevated (72 nominees without majority support), Canada shows a rising count of contested directors, European blue-chip elections saw almost no failures, and Australia recorded 17 board-endorsed directors with >25% dissent. Gender diversity is improving broadly but leadership roles lag; racial/ethnic disclosure in the US declined even as measured diversity ticked up.
Key Points
- US director elections: 72 nominees failed to win majority support in Glass Lewis’s US coverage (vs 69 last year); 33 failed elections in the Russell 3000 (2025) versus 39 (2024).
- Despite 72 failed US nominations, only nine directors have left boards so far; plurality voting and resignation policies limit departures after low support.
- Canada experienced 10 failed director nominations (up from nine in 2024), with seven concentrated on two small-cap mining/pharma boards.
- European large-cap uncontested director elections largely passed; only 2% of companies had >20% dissent. Notable exception: Accor SA re-elected Nicolas Sarkozy with 52% support.
- Australia: 17 board-endorsed directors received over 25% dissent (down from 25), still above historical norms; dissent often linked to performance, capital allocation and board composition.
- Board gender diversity rose across EMEA, North America and APAC but remains lower in executive ranks and chair/lead roles.
- Typical figures: ~30% gender diversity in US Russell 3000 boards, ~40% in Canada’s S&P/TSX Composite; many European blue-chip boards exceed 40%.
- Asia-Pacific: reductions in boards with no gender representation (Japan Prime-listed boards down to 2.8% with no gender-diverse directors); Korea and Hong Kong show modest gains.
- Board racial/ethnic diversity: measured increases in S&P 500 (26.3%) and Russell 1000 (24.8%), but US disclosure of ethnicity fell from 94.1% to ~70% of Russell 1000 companies.
- UK: high compliance with Parker Review — 92% of FTSE 350 and 98% of FTSE 100 achieved at least one ethnic minority director; where disclosed, ethnic minority directors average ~17% of boards.
Why should I read this?
Short and blunt: if you care about corporate governance, board risk and investor activism, this is the go-to snapshot. It saves you time by pulling together where votes landed, which markets are heating up, and how diversity is actually moving (or not). Handy if you advise boards, manage investor relations, run compliance or just want the numbers behind the headlines.
Author style: Punchy — the briefing matters. If your organisation faces activist investors, regulatory scrutiny or reputational risk, the detail is worth a proper read.
