Kingsdale Advisors Publishes Early 2025 Proxy Season Insights Amid Rising Market Volatility

• Report offers early analysis of how Canada's 2025 proxy season is unfolding through a corporate governance lens
• Highlights include data and insights on emerging trends, shareholder proposals and shareholder activism shaping boardroom dynamics
• "Early Insights: 2025 Proxy Season (Canada)" is now available for download here

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Toronto, Ontario--(Newsfile Corp. - April 15, 2025) - Kingsdale Advisors, the strategic shareholder and governance advisory firm trusted by business leaders for 22 years, has released a new report offering an early look into the 2025 proxy season in Canada. Titled "Early Insights: 2025 Proxy Season (Canada)", the timely report comes amid heightened market volatility, global tariff tensions and a growing demand for strategic clarity.

Kingsdale has made the report publicly available - sharing corporate governance insights that are normally behind closed doors - to help boards and executives navigate a more unpredictable proxy season.

Wes Hall, Founder and CEO of Kingsdale Advisors, said, "We're seeing a perfect storm of market pressure, a shifting regulatory landscape and political influence reshaping how boards operate and how shareholders engage. Activists are not slowing down. Many are engaging privately and shaping outcomes behind the scenes."

"Canadian companies should take a hard look at their proxy voting and engagement frameworks, especially as investor meetings yield less detailed feedback. Proactive and strategic communication with proxy advisors and shareholders, with a focus on how investors vote versus what they say, is more critical than ever before as scrutiny intensifies," added Hall.

Key findings from the report include:

• Minimal guidelines, rising expectations: While both ISS and Glass Lewis made only modest updates to their proxy voting guidelines for Canadian companies in 2025, expectations around board diversity, transparency, and AI oversight continue to intensify - especially in the face of global economic uncertainty.

• Cross-border complexity: U.S. political developments are having ripple effects. Following President Trump's January 2025 executive orders to dismantle DEI programs, some U.S. institutional investors have scaled back stewardship efforts. ISS has paused its board diversity policy for U.S. companies, while Glass Lewis has reaffirmed its commitment. Canadian companies with U.S. operations or listings now face conflicting expectations and evolving regulatory risks.

• Shareholder activism gaining momentum: Kingsdale has tracked 36 shareholder activist campaigns in the 2025 proxy season, nearly matching the four-year average by the end of March. Over half of these are board-related, where activists have either proposed alternative director slates or launched Withhold or 'Vote No' campaigns.

• Heightened Investor Engagement: There has been a surge in shareholder engagement this proxy season, as Canadian banks and Quebec-based companies continue to receive the most shareholder proposals. Notably, Toronto-Dominion Bank has received 11 shareholder proposals, with some focus on governance and oversight in response to the bank's anti-money laundering challenges.

• Shareholder dialogue reshaped by U.S. SEC guidance: New SEC rules introduced in February indicate that certain interactions, even those by passive investors, might be construed as attempts to influence or control a company. This has created uncertainty and led to a reduction in engagement activities during the 2025 proxy season, which spans July 1, 2024 to June 30, 2025. Several large U.S. investors, including BlackRock and State Street, have adopted a "listen-only" approach during engagements.

Additional themes explored in the report include expectations for board oversight of artificial intelligence, trends in director opposition, and an analysis of the growing volume and complexity of shareholder proposals.

As macroeconomic headwinds continue to challenge corporate growth strategies, Kingsdale's report offers timely, practical insights for boards and executives seeking to stay ahead of the curve.

DOWNLOAD THE REPORT HERE: "Early Insights: 2025 Proxy Season (Canada)"

To receive governance insights tailored to your board's needs, email strategy@kingsdaleadvisors.com.

About Kingsdale Advisors

With offices in Toronto, Calgary and New York, Kingsdale Advisors is the leading advisor to public companies on all shareholder, governance, and transaction-related matters, having acted on the largest and highest profile proxy fights, transactions, and other special situations. For 22 years, public companies across North America have looked to the expertise of Kingsdale Advisors to secure the success of transactions or resolutions driven by shareholder votes. Trusted by business leaders for over two decades, Kingsdale Advisors boasts a multidisciplinary team offering an array of specialized services focused on strategic and defensive advisory, governance advisory, compensation advisory, strategic communications, and voting analytics.

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