The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

June 10, 2025

Compensation-Related Director Votes: Parsing the Impact of Investors’ 2025 Voting Policy Changes

As Meredith flagged last week, understanding your top investors’ public positions and voting behavior is more important than ever if the current environment leads investors to become less vocal in their engagements with portfolio companies. This Aon memo points out that although several high-profile investors revised their policies this year in a way that may be more deferential to boards when it comes to executive compensation decisions – or at least less explicit in terms of what will trigger an “against” vote – we don’t know yet whether those policy changes are actually impacting director votes.

The memo parses through updates from BlackRock, Fidelity, Invesco, Morgan Stanley Investment Management, State Street Global Advisors and T. Rowe Price Associates, highlighting what’s changed – and whether it’s consequential. It’s important to note that even where policies haven’t changed, the application might be different now in light of the overall environment. The Aon team notes:

We believe it will take longer than one proxy season to gauge the effect of these policy adjustments on director elections relative to executive compensation. The anti-ESG environment continues to evolve, and the voting impact of board “responsiveness” policies regarding say-on-pay proposals won’t apply until 2026. However, even as the market waits for the full impact to play out, companies embarking on off-season engagement and proxy planning in the fall will need insights on their investors and how they have been voting, especially if in-season feedback from their investors was constrained by the February 2025 SEC guidance.

The Aon team will be analyzing 2025 voting data once it’s disclosed in late summer – mostly for its own clients, but we’ll share data points here too as we have them. We’ll also be sharing loads of insights from voting behavior – and what to do for 2026 – at our “Proxy Disclosure and 22nd Annual Executive Compensation Conferences.” Our 2025 Conferences will be taking place Monday & Tuesday, October 21-22 at the Virgin Hotels in Las Vegas, Nevada, with a virtual option for those who can’t attend in person. The early bird rate is ending soon! You can get more info and sign up by emailing info@ccrcorp.com or calling 800-737-1271.

Liz Dunshee

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