Every proxy season, investors file hundreds of shareholder resolutions, many of which focus on climate change and the energy transition. In 2025, the battleground spans everything from supply-chain emissions to stranded-asset risk, but the playbook of shareholder requests—and corporate push back—follows a consistent pattern.

We deployed our specialised stewardship AI agents to mine hundreds of US proxy statements on Root's AGM database, surfacing repeat themes, shareholder rationales and the board's go-to-objections. For more information on this years proxy season, check out our other post: From Surge to Slowdown: Five Years of U.S. Shareholder ESG Proposals (2021–2025)

Take-aways for investors and issuers

• “Duplication” is 2025’s boardroom mantra – nearly every opposition statement claims the ask is already covered.

• Standardisation wars drive resistance. Whether it’s Scope 3 measurement or the Energy Supply Ratio, companies invoke methodological flux to delay.

• Technology realism vs. ambition gap: heavy-duty transport, steel, and data-centre power are the new battlegrounds where boards plead “not yet.”

• Financial firms are willing to talk emissions intensity, but remain allergic to dollar-based clean-vs-dirty lending yardsticks.

Why it matters for effective stewardship and engagement

• Boards share a playbook. Whether a resolution is on the ballot or within direct conversations with shareholders, directors fall back on the same lines—“we already disclose,” “the metric isn’t ready,” “commercially sensitive.” Recognising this script is the first step to countering it.

• Standards shrink the escape hatch. If investors agree on common definitions (Scope 3 methods, finance ratios, Paris‑aligned targets), boards can’t claim duplication or immaturity. Clear, investor‑led standards turn boilerplate objections into red flags.

• Success lies beyond the vote. Resolutions are only catalysts; the real leverage comes in follow‑up meetings, proxy discussions and policy hearings. Understanding—and pre‑empting—the board’s reflex responses makes every engagement more likely to deliver concrete climate action.

  
  

Detailed Shareholders Asks, Justifications and Board Response

THEME 1 – “Shows us the numbers” (Emissions / Scope 3 / Supply-chain disclosure)

Shareholder asks

• Publish full Scope 1–3 data, supplier footprints or product-level emissions (e.g. Skyworks’ Scope 3 ask).

• Commission independent studies – Ford Motor Company’s supply-chain GHG report; General Motors’ report on supplier emissions strategies.

• Detail methodologies, milestones, and costs.

Shareholder justification

• Transparency = better risk pricing.

• Looming SEC / California / EU mandates mean data will be required anyway.

• Peers already report – laggards face reputational discount.

Board Response

• “We already disclose plenty” – point to TCFD, CDP, or integrated reports.

• “Premature & unreliable” – no industry-wide protocol for Scope 3 or insurance underwriting footprints (Chubb, Markel).

• “Commercially sensitive” – supplier contracts, bidding data, or trade secrets (Southern Co., Ford).

• “Double-counting danger” – especially for marketplace platforms (Amazon).

THEME 2 – “Promises with deadlines” (Science-based or Paris-aligned targets)

Typical shareholder ask

• Adopt SBTi-verified or Paris-aligned interim & long-term targets (Old Dominion, Timken, Foot Locker, Columbia Sportswear).

• Tie goals to executive pay or publish transition plans (Lennar, McDonald’s).

Shareholder justification

• Immediate cuts are cheaper than late-stage fixes.

• Competitors (often in Europe) already have validated targets; capital will migrate.

• Regulatory carbon pricing and fleet/equipment bans are coming.

Board Response

• “Technology isn’t ready” – Class-8 trucks, heavy industry processes, or zero-carbon steel remain uneconomic (Old Dominion).

• “One-size-fits-none” – SBTi ignores regional utility constraints, rate-regulated returns, or multi-jurisdiction fleets (PPL, Timken).

• “Resource drag” – drafting new targets diverts funds from real abatement work.

THEME 3 – “Follow the money” (Clean-energy financing ratios & energy-supply metrics)

Typical shareholder ask

• Disclose Energy Supply Ratio / Clean-Energy Financing Ratio (Berkshire, Wells Fargo, Morgan Stanley, Bank of America, State Street).

Shareholder justification

• Dollar-based metric shows whether banks are tilting balance-sheets toward the transition.

• Allows apples-to-apples benchmarking across financials.

Board Response

• “Metric still experimental” – shifting definitions, unreliable peer comparability.

• “Third parties already publish it” (Bloomberg NEF, IEA, S&P).

• “We’re not a bank” – conglomerates like Berkshire say the ratio was designed for lenders, not insurers, railroads or utilities under the same umbrella.

  
  

THEME 4 – “Talk the talk – and lobby the same way” (Policy alignment, lobbying, audits & votes on climate plans)

Typical shareholder ask

• Alignment of corporate lobbying with stated climate goals (Verizon).

• Advisory votes on Climate Action Plans.

• Annual “Net-Zero Audit” of memberships & trade-association activity (Southern Co.).

Shareholder justification

• Off-balance-sheet lobbying can undo on-balance-sheet progress.

• Continuous advisory votes keep strategy credible.

Board Response

• “We already integrate ESG oversight at committee level.”

• “Membership ≠ endorsement of every position.”

• “Duplicative; regulators already receive our resource-planning assumptions.”

  
  

THEME 5 – “Fix the hotspots” (Product-specific environmental impacts)

Typical shareholder ask

• Set tire-wear particle reduction targets (Goodyear).

• Map & remediate lead-sheathed telecom cables (Verizon).

• Explain data-centre power surge vs. climate goals (Amazon).

Shareholder justification

• These niches create brand, regulatory and litigation risk that can dwarf plant emissions.

Board Response

• “Issue is small ↔ only x % of total footprint.”

• “Safety & performance trade-offs” – the tyre “magic-triangle.”

• “We have already hired independent experts – proposal merely duplicates.”

  
  

THEME 6 – “Retirement & Insurance Risk” (Climate drag on financial products)

Typical shareholder ask

• Report how climate-related repricing and coverage restrictions affect homeowners or pension savers (Travelers, Disney, Centene).

Shareholder justification

• Long-dated liabilities most exposed to climate-driven asset volatility.

• Fiduciary duty includes systemic climate risk.

Board Response

• “ERISA says returns first” – over-emphasis on ESG could trigger lawsuits (citing Spence v. American Airlines).

• “Participants choose from many funds; risk already diversified.”

• “Underwriting uses multi-factor catastrophe models – cannot isolate climate in a vacuum.”

  
  

THEME 7 – “What if we were wrong?” (Stranded-asset & scenario audits)

Typical shareholder ask

• Stress-test renewables for stranding risk if net-zero policies falter (Chevron).

• Disclose fossil-fuel build assumptions (Southern Co.).

• Provide external audit of total net-zero pathway (UPS, Southern Co. “Net-Zero Audit”).

Shareholder justification

• Either direction (faster or slower transition) can strand assets – investors need both sides.

Board Response

• “We already run internal scenario analyses & publish in 10-K.”

• “IEA NZE is a hypothetical stress case, not an investment forecast.”

• “Publishing competitive assumptions would raise costs for customers and violate confidentiality.”

For more information, check out Root's AGM database or our overview of the 2025 ESG Proposals.