Memo on Shareholder Meeting Season: Key Votes And Major Trends in 2025

Directors at banks, utilities, and more face “vote no” campaigns for lack of climate policies
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Ginny Roscamp, Deputy Press Secretary, Federal Communications, Sierra Club, ginny.roscamp@sierraclub.org

Each spring, major corporations hold their annual shareholder meetings, which present key opportunities for investors to vote for or against board members, and to vote on shareholder resolutions on climate, greenhouse gas emissions, biodiversity, deforestation, Indigenous rights, political spending and lobbying, and more.

The Sierra Club compiles a list of key votes to watch at these annual meetings, focused on shareholder resolutions on addressing the risks associated with climate change and biodiversity loss, as well as votes against boards of directors misaligned with investor expectations on climate change. The Sierra Club’s full list of flagged votes can be found here, and are outlined below.

This year’s big trends to watch

  • Regulatory uncertainty and fewer proposals heading to a vote, due to disruptive mid-season guidance changes from the Securities and Exchange Commission (SEC)
  • Shareholder resolutions requesting that companies report on their climate transition plans and targets
  • Questions about whether US banks’ policies adequately protect Indigenous Peoples’ right to Free, Prior, and Informed Consent (FPIC)
  • Continued calls for accountability from corporate boards of directors on mitigating climate risks

Experts with the Sierra Club’s Sustainable Finance campaign are available to comment on these key votes and the major trends of the 2025 shareholder meeting season. Please contact ginny.roscamp@sierraclub.org to schedule an interview.

Vote AGAINST board directors at corporate laggards that have failed to adopt business models in line with the Paris Agreement

Board directors play a critical role in determining a company’s direction, including how it manages and mitigates climate risks. Director votes happen annually, allowing investors to weigh in on critical issues, even if shareholder proposals haven’t been filed. Over the past few years, investors have increasingly turned to board votes as an important corporate governance tool. As climate risks grow and threaten business operations, directors should steer companies toward action, especially in sectors with large carbon footprints. Where they don’t, votes against these directors are warranted.

  • Electric utilities: Directors at companies including American Electric Power, Duke Energy, and First Energy Corp are facing “vote no” recommendations for failing to adopt emissions reduction targets in line with the Paris Agreement, having misaligned capital expenditure plans, and/or having misaligned policy engagement.
  • US banks: Directors at companies including Bank of America and Wells Fargo are facing “vote no” recommendations for failing to have oil and gas exclusion policies, or for failing to set medium-term emission reduction targets.
  • Oil and gas: Directors at companies including ConocoPhillips are facing “vote no” recommendations for failing to commit to net zero emissions by 2050 (or sooner), or for having capital expenditure misaligned with the Paris Agreement.
  • Insurance: Directors at companies including Berkshire Hathaway and WR Berkley are facing “vote no” campaigns for failure to have exclusion policies for oil and gas.

More information: Majority Action’s 2025 voting guide recommends voting against the entire boards at ConocoPhillips and Occidental Petroleum, among others, alongside targeted recommendations for additional oil and gas companies, utilities, and financial institutions that have failed to adopt 1.5 degree-aligned business plans. 

Vote FOR resolutions supporting climate disclosures, target setting, and transition plans

As climate risks grow, investors need relevant information to understand how companies are, or aren’t, preparing. Climate resolutions and disclosures can help provide this important information to responsible investors. These types of resolutions are not new, and continue to be a foundational part of investor stewardship.

Vote FOR resolutions on biodiversity, deforestation

Biodiversity loss and ecosystem degradation threaten economic stability and accelerate climate impacts. To manage systemic financial risks, companies must reduce harm to natural systems that underpin long-term growth. Resolutions calling for stronger biodiversity-related disclosures and protections — especially for critical ecosystems like forests — are essential for mitigating long-term financial risks.

Vote FOR resolutions on Indigenous rights and just transition

While the “E”, or environment, is often highlighted in ESG, the “S”, or social, side of corporate sustainability is also an issue for investors evaluating a company’s exposure to risk. Human rights resolutions and disclosures can help provide this important information to responsible investors. 

Vote FOR resolutions on lobbying and political expenditures

Investors have long been asking companies for greater disclosure of corporate political spending and lobbying, as investors recognize the role public policy plays in effectively responding to climate change. Corporate activities to influence public policy are a critical piece of information to help investors understand if companies’ political activity is in line with stated climate goals.

About the Sierra Club

The Sierra Club is America’s largest and most influential grassroots environmental organization, with millions of members and supporters. In addition to protecting every person's right to get outdoors and access the healing power of nature, the Sierra Club works to promote clean energy, safeguard the health of our communities, protect wildlife, and preserve our remaining wild places through grassroots activism, public education, lobbying, and legal action. For more information, visit www.sierraclub.org.

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