Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025
Summary
The 2025 proxy season has seen a notable increase in “vote-no” or withhold campaigns aimed at directors. Diligent Market Intelligence reports 33 distinct withhold campaigns in the 12 months ended 30 June 2025, up from the low-20s in prior years. These campaigns are attractive to activists because they are cheaper and faster than full proxy fights, can be launched without prior notice and can still force significant board, management or strategic change by driving high withhold votes.
Activists use several tactical approaches — from a single press release to full solicitations without alternative nominees — and recent examples (WEX, Forward Air, Harley-Davidson) show that even when directors technically survive, the pressure often yields board changes or commitments within months.
Key Points
- Withhold campaigns increased to 33 in the 12 months ended June 2025 (vs 23 in 2023–24 and 24 in 2022–23).
- They are cost-efficient: activists avoid the expense of vetting and promoting alternative nominees while still creating pressure on boards.
- Timing flexibility allows activists to act after nomination windows close or if they miss advance-notice deadlines.
- Three common tactical approaches: a single public statement, multiple exempt solicitations (letters/press releases), and full solicitations using the activist’s own proxy card.
- Recent cases — Impactive at WEX, Ancora at Forward Air, H Partners at Harley-Davidson — illustrate varying levels of success but similar strategic impact.
- Boards that proactively explain each director’s fit with strategy, engage continuously with key investors and preview succession/refreshment plans are better placed to withstand withhold campaigns.
Why should I read this?
Short and blunt: if you’re on a board, advise one, or look after institutional capital, this matters. Vote-no campaigns are a cheaper, faster activist tool that can still force big changes — often without a full fight. Read this to know the playbook, the recent headlines and the defensive moves that actually work.
Context and relevance
The rise of withhold campaigns matters because it shifts the activist toolkit from expensive, binary proxy contests to lower-cost, high-pressure tactics that can prompt board refreshment and strategic shifts. For governance professionals, investor relations and C-suite leaders, the trend heightens the need for continuous investor engagement, clear director biographies that link expertise to strategy, and transparent succession planning.
In markets marked by tariff uncertainty and volatility, some fund managers are reluctant to fund costly proxy fights but remain keen on board change — making withhold campaigns an efficient compromise for activists and a genuine risk for companies that are undercommunicating their strategic rationale or director qualifications.
Source
Source: https://corpgov.law.harvard.edu/2025/09/26/activists-say-yes-to-vote-no-campaigns-in-2025/
