Key Points
- For the proxy year ending June 30, 2025, OxProx collaborated with Kaivalya Research to analyze 4.57 million vote records from 464 institutional investors across the US, UK, Europe, Canada, Australia, and New Zealand.
- Wide divergence on ESG issues — Asset owners vote FOR Supply Chain, Social Capital, and Shareholder-Led Environmental proposals at rates 27 to 30 pp higher than asset managers. AOs also vote FOR Climate Change (+23 pp) and Human Capital (+17 pp) proposals at considerably higher rates.
- A transatlantic divide — UK+EU asset owners vote FOR at rates 27.8 to 68.3 pp higher than US asset managers across six categories, reflecting fundamentally different stewardship philosophies. Several European AOs terminated US manager mandates in 2025, citing voting misalignment.
- Smaller asset owners push back the hardest — Asset owners under $100B AUM vote against management recommendations at much higher rates than AMs of all sizes. Pushback is sharpest in Social Capital, where smaller AOs vote against management 67.7% of the time — well above the 42–52% range across AM tiers.
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Executive Summary
The data reveals a consistent pattern: asset owners show materially greater support for ESG and shareholder-initiated proposals, while asset managers tend to vote with management more consistently across all proposal types. This report documents where those gaps are widest — identifying the proposal categories and geographies where AO–AM divergence is most pronounced.
Divergence appears most prominently on shareholder-initiated ESG proposals — particularly on Supply Chain, Social Capital, and Environmental issues — and is especially pronounced between UK+EU asset owners and US asset managers.
Voting divergence may be attributable to asset owners’ longer-term investment horizons, more direct connection to beneficiaries, and their ability to capture qualitative as well as financial returns. Asset managers are often measured against a simple risk and return benchmark and may reach different conclusions on ESG issues. Whatever the causes, AMs voting in conflict with AOs can undermine stewardship efforts, raise fiduciary questions, and negatively impact the AO’s market influence.
AO–AM Divergence by Proposal Category
The chart ranks all proposal categories by the gap between AO and AM “FOR” vote rates. Categories where AOs vote FOR more than AMs (positive divergence) appear to the right; categories where AMs vote FOR more appear to the left. Divergence is widest on Supply Chain (+30.1 pp), Social Capital (+29.0 pp), and Shareholder-Led Environmental (+27.3 pp) proposals.
AMs vote FOR more than AOs on Director Elections (−7.6 pp), Compensation (−10.4 pp), and Mgmt-Led Environmental (−6.9 pp). One of the most striking contrasts in the dataset is between Shareholder-Led Environmental (+27.3 pp) and Management-Led Environmental (−6.9 pp) — a 34 pp swing driven entirely by who initiated the resolution.
AO – AM “FOR” Vote Divergence by Proposal Category (Proxy Year 2024–25)
A Transatlantic Divide
The six proposal categories with the sharpest transatlantic divergence show UK+EU asset owners voting FOR at rates 27.8 to 68.3 pp higher than US asset managers. The gap is most extreme on Shareholder-Led Environmental (+68.3 pp) and Social Capital (+65.1 pp), where UK+EU AOs and US AMs appear to operate from fundamentally different stewardship frameworks. Even the narrowest gap shown — 27.8 pp — is wide by any measure.
Each row represents a proposal category, ordered from largest to smallest divergence. The solid orange dot shows the UK+EU asset owner FOR vote rate; the solid navy dot shows the US asset manager FOR vote rate. The shaded band between the dots represents the gap. Categories are included where divergence exceeds 20 percentage points.
FOR Vote % — UK+EU Asset Owners vs US Asset Managers (Categories with gap >20pp)
Smaller Asset Owners Push Back the Hardest
Across the categories shown below, AOs with less than $100B AUM vote against management recommendations at rates that exceed both their larger AO peers and every AM tier. The shaded band represents the range of votes against management across all asset manager AUM tiers; the solid orange dot shows the rate for smaller asset owners (<$100B); the hollow dot shows the rate for larger asset owners (>$100B).
The pushback is most pronounced in Social Capital, where AOs under $100B vote against management in 67.7% of cases — compared to a range of 42–52% across AM tiers and 49% among larger AOs. Supply Chain (63.0%) and Shareholder-Led Environment (61.4%) follow closely. Climate also shows a notable gap: smaller AOs disagree with management at 50.0% — well above the 29–34% range recorded across AM tiers.
% Votes Against Management Recommendation — Selected ESG Categories
Source: OxProx Proxy Voting Divergence Report, Proxy Year 2024–25. Analysis based on 4.57 million vote records from 464 institutional investors. All rights reserved.
OxProx would like to extend a special thanks to our Research Partner, Kaivalya Research, for providing advisory services and rigorous analysis on the dataset that underlies this report.
