2025 Canada Proxy Season Review

• Compensation: Average support levels for say-on-pay proposals increased to 93 percent, while three say-on-pay proposals did not receive majority shareholder support as of year-to-date (YTD) 2025. The median CEO total compensation at S&P/TSX Composite Index companies reached a record high for fiscal 2024, rising by 17 percent year over year.
• Climate: The number of climate-related shareholder proposals decreased as of YTD 2025 compared to 2024. However, a greater proportion of these proposals requested disclosures on companies’ strategies or the outcomes of climate-related actions and plans.
• Shareholder Proposals: The total number of shareholder proposals submitted decreased as of YTD 2025 compared to 2024, though withdrawals were approximately half as many as in the prior year. In 2025, environmental and social (E&S) proposals and non-E&S proposals each accounted for nearly half of the shareholder proposals that went to a vote.
• M&A: The number of M&A-related meetings reviewed by ISS during the first seven months of 2025 increased by about 34 percent from the previous year, with a 46 percent rise in acquisition-related transactions.
• What’s Ahead: In June 2025, the Competition Bureau released its final guidelines on Bill C-59’s anti-greenwashing provisions under the Competition Act, providing additional clarity on compliance requirements for environmental claims.

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