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Accountability in the Boardroom 2025

Endnotes

Introduction

  1. United Nations Environment Programme, Emissions Gap Report 2025, November 4, 2025; Climate Central, U.S. Billion-Dollar Disasters 1980-2025.  

  2. Benjamin Storrow, “The IRA was bearing fruit. Then Trump killed it,” E&E News by Politico, July 16, 2025 (accessed January 9, 2025). 

  3. Lora Kelley, “When Did Everything Become ‘K-Shaped’?” New York Times, December 19, 2025 (accessed January 9, 2025).

  4. Konrad Putzier, “How the U.S. Economy Became Hooked on AI Spending,” Wall Street Journal, November 24, 2025. 

  5. See for example Majority Action’s Emerging Technologies, Evolving Responsibilities: Why Investors Must Act to Mitigate AI’s System-Level Impacts, Climate in the Boardroom 2024, and Equity in the Boardroom 2024.

  6. Howard Covington and Raj Thamotheram, The Case for Forceful Stewardship (Part 2): Managing Climate Risk (January 19, 2015). While forceful stewardship has most often been described as an effective and systematic way of bringing about the changes needed to eliminate climate risk, we find it a useful framework for approaching other types of system-level threats, including inequality and unaccountable technology.

  7. The majority of index funds in our analysis are those that track the S&P 500. While the S&P 500 has long been considered the gold standard of diversification, its status as a broad-market index has been thrown into question in recent years. Due to large increases in the share prices of a handful of technology stocks, the S&P 500 is now the most concentrated it has been since November 1965. The “magnificent seven” companies dominate the index’s market capitalization and drive a disproportionate share of the index’s returns. As a result, the index’s sector balance has also eroded, with sectors such as energy, materials, utilities, and real estate taking up less space than they have in previous decades. In late 2025, for the first time ever, the S&P 500 was no longer considered to be diversified according to rules established in the Investment Company Act of 1940, which regulates mutual funds and ETFs. 

  8. BlackRock, “iShares Core S&P 500 ETF,” accessed January 9, 2025. 

  9. Our analysis builds on a body of scholarship that examines the stewardship incentives of broad-based index funds. In “Systematic Stewardship” (2022), Jeffrey Gordon argues that a portfolio approach focused on reducing system-level risks is consistent with the investment strategy and low-cost business model of broad-based index funds and can help to boost risk-adjusted returns (albeit sometimes at the expense of expected returns). Others argue that indexers are incentivized to vote with management and underresource stewardship because competitor passive funds might free-ride on their efforts, and because fund managers' private interests in maximizing fees and minimizing costs override what beneficiaries would gain from active ownership.

  10.  Zach Y. Brown et al., “Why Do Index Funds Have Market Power? Quantifying Frictions in the Index Fund Market,”  National Bureau of Economic Research, working paper 31778, October 2023, p. 1 (“ From 2000 to 2020, the number of index funds has increased by over 6 times”). 

  11.  Leo E. Strine, Jr., “Fiduciary Blind Spot: The Failure of Institutional Investors to Prevent the Illegitimate Use of Working Americans’ Savings for Corporate Political Spending,” Washington University Law Review, vol. 97, no. 4 (2020).

  12.  Brian Anderson, “Mutual Fund Ownership on the Rise, and Mostly Within 401(k)s,” 401kSpecialist, November 14, 2025.

  13.  Investment Company Institute, Profile of ETF-Owning Households, 2024 Dataset, December 30, 2024 (accessed January 12, 2026).

  14.  Strine, p. 1020.

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Accountability in the Boardroom 2025

Endnotes

Shareholder Proposals

  1. In 2024, ExxonMobil sued two of its own shareholders seeking to exclude a climate-related shareholder proposal. The lawsuit was widely seen as an aggressive and preemptive attempt to prevent shareholders from submitting future proposals. In May 2025, Texas passed a new law that could drastically raise the requirements for investors to submit a shareholder proposal. The Texas law, designed to attract more companies to incorporate in the state, permits firms to adopt a bylaw that requires shareholders to own at least $1 million in market value or three percent of voting shares in order to submit a shareholder proposal. In November 2025, the SEC announced that in the upcoming proxy season, it would not issue determinations on companies’ requests to exclude shareholder proposals from their proxy statements unless the company claims the proposal is an improper subject for action by shareholders under state law. This effectively empowers corporations to decide which proposals deserve a vote. This announcement followed a controversial speech from SEC Chairman Paul Atkins in which he referred approvingly to a novel interpretation of Delaware state law advanced in a forthcoming law review article, which argued that Delaware law did not recognize precatory or non-binding proposals. 

  2. AP7, Universal Ownership: Systems Thinking for Asset Owners, October 16, 2025; Naila Karamally and Nicholas Franco, Redefining Fiduciary Duty: Climate Risk, Stewardship, and the Transition Imperative, Center for Climate and Energy Solutions, August 2025. 

Climate Change & Director Votes

  1. Paul S. Atkins, “Keynote Address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala,” U.S. Securities and Exchange Commission, October 9, 2025.

  2.  See for example Dieter Holger, “More Investors Vote Against Corporate Directors Over Climate Change,” Wall Street Journal, July 21, 2022. 

  3. For more insight into Majority Action’s methodology for determining directors responsible for climate oversight, see our briefing on Director Voting and our recent exempt solicitation at Wells Fargo. 

Intra-Firm Inequality & Say-on-Pay Votes

  1. Asset managers have incorporated similar rules-based thresholds to force companies to diversify their boards (e.g., vote against the chair of the compensation committee if the board has fewer than 20% diverse directors). 

  2. Amit Batish et al., “Failed Say on Pay: How Do Companies Course Correct after to a ‘No’ Vote?” Rock Center for Corporate Governance at Stanford, working paper no. CL108, October 14, 2024. 

  3. Similar to climate director votes, we cannot deduce that funds’ votes against say-on-pay proposals were motivated by dissatisfaction with the CEO pay ratio. As we mentioned earlier, say-on-pay no-votes are typically driven by objections to the structure of the CEO compensation package. However, it is likely that companies with extreme executive-to-worker pay disparities also have problematic executive compensation practices linked to weak governance.

  4. Kate Rogers and Amelia Lucas, “Starbucks workers union launches strike in more than 40 cities on chain’s key holiday sales day,” CNBC, November 13, 2025.

Pension Funds vs. Index Equity Funds

  1. This includes active public employees, former public employees who have earned benefits that they are not yet collecting, and current retirees. Data from US Census Bureau’s Annual Survey of Public Pensions, cited in the Urban Institute’s “State and Local Government Pensions.”

  2. AP7, Universal Ownership: Systems thinking for asset owners, October 16, 2025. 

  3. Ellen Quigley, Universal Ownership in the Anthropocene, May 13, 2019.

  4. Zacharias Sautner and Laura T. Starks, “ESG and Downside Risks,” in Pension Funds and Sustainable Investment: Challenges and Opportunities, edited by P. Brett Hammond et al. (Oxford: Oxford University Press, 2023), 137. 

  5. Nari Rhee, “Closing the Gap: The Role of Public Pensions in Reducing Retirement Inequality,” UC Berkeley Labor Center and National Institute on Retirement Security, September 2023. 

  6. Proxy voting rationales suggest that some public pension funds voted against certain unaccountable technology proposals not because of the subject matter, but because they were filed by the anti-ESG proponent NLPC.

  7. Raghu Ramachandran  et al., “ETFs in Asset Owner Portfolios: Q1 2024,” S&P Dow Jones Indices, March 27, 2024; Lucy Brewster, “ETF Assets in Pensions, Other Institutions Surged 22% in 2023,” etf.com, April 4, 2024.

  8. Maryland State Retirement & Pension System, SEC Form 13F-HR, filed October 29, 2025; State Board of Administration of Florida Retirement System, SEC Form 13F-HR, filed November 14, 2025. Data is as of September 30, 2025.

  9. California Public Employees Retirement System, SEC Form 13F-HR, filed November 14, 2025. Data is as of September 30, 2025.

Appendix A: Methodology

  1.  Unit investment trusts do not have N-PX reporting obligations.

  2.  Under SEC regulations, public pension funds that exercise investment discretion over $100 million in US-listed equity securities must disclose compensation-related votes, including say-on-pay proposals.

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09. Appendix B: Data Universe