BlackRock and Vanguard Scale Back Company Talks in 2025
Discover how BlackRock and Vanguard’s 2025 policy changes reshape corporate engagement, board oversight, and shareholder voting amid new SEC guidance, redefining asset manager stewardship strategies.
Key Takeaways
- BlackRock and Vanguard cut company meetings by 28% and 44% respectively in 2025
- New SEC rules require more transparency, chilling direct shareholder-manager talks
- Both firms shift from strict diversity quotas to nuanced, case-by-case board assessments
- Proxy voting focuses more on governance and risk oversight than climate activism
- Shareholders face more frequent votes but less direct signaling from asset managers
In 2025, the world’s largest asset managers, BlackRock and Vanguard, dramatically scaled back their direct talks with company executives. This shift follows new U.S. Securities and Exchange Commission (SEC) guidance that demands greater transparency and restricts how fund managers engage with companies. The result? A quieter, more structured stewardship approach that reshapes how these giants influence corporate governance and shareholder voting.
BlackRock and Vanguard, managing a combined $22 trillion, have long been powerful voices in boardrooms worldwide. Yet, new rules have forced them to rethink their strategies, cutting meetings by 28% and 44% respectively compared to last year. This recalibration touches on everything from board diversity to proxy voting, signaling a new era of asset manager stewardship.
This article unpacks the 2025 policy changes, explores why company talks are scaling back, and reveals what this means for investors and companies alike. Prepare to rethink the myths around asset manager activism and discover how governance is evolving under regulatory pressure.
Scaling Back Company Talks
Imagine the boardroom buzz dimming. That’s exactly what happened when BlackRock and Vanguard cut their meetings with company leaders by 28% and 44% respectively in 2025. This isn’t a random retreat but a direct response to new SEC guidance issued in February. The rules demand more transparency and impose complex reporting when fund managers exert pressure on companies, especially around voting tied to governance or environmental policies.
Peter da Silva Vint, a former BlackRock executive, calls this a "chilling effect" on engagement. Fund managers now often attend meetings in "listen-only mode," making it harder for executives to gauge their voting intentions. This shift means fewer candid conversations and more guarded interactions.
The impact? Company leaders face less direct investor input on strategy, raising the risk of surprise votes at shareholder meetings. While climate and social issues have taken a backseat, governance topics like board composition and executive pay remain hot. BlackRock and Vanguard’s pullback signals a new stewardship style—less talk, more structured oversight.
Recalibrating Board Diversity
Gone are the days when BlackRock demanded at least 30% board diversity and two women on S&P 500 boards. In 2025, the firm adopts a case-by-case approach, weighing board size, business model, and strategic needs. Vanguard follows suit, shifting from fixed quotas to valuing cognitive diversity—the mix of experiences and skills that enrich decision-making.
This nuanced stance reflects a broader trend away from prescriptive mandates toward flexible assessments. Vanguard’s policy even warns that committee members may face votes against them if boards fall short of market norms, but it stops short of rigid requirements.
For companies, this means navigating a more complex landscape where diversity isn’t just about numbers but about meaningful contributions. Investors watch closely, but the message is clear: diversity matters, but context matters more. This subtle shift challenges the myth that quotas alone drive better governance.
Shifting Proxy Voting Priorities
Proxy voting—the powerful tool shareholders use to influence company direction—is evolving. BlackRock and Vanguard have dialed back support for climate and social resolutions, focusing instead on governance and economic rationale. BlackRock’s 2025 guidelines emphasize board responsibility for long-term strategy and risk management, with votes against directors who fail to meet these standards.
Vanguard introduces a four-pillar framework for mergers and acquisitions, scrutinizing valuation, rationale, board oversight, and governance of the surviving entity. This structured approach signals a move from broad activism to targeted governance oversight.
The result? Shareholders see more frequent votes on compensation and M&A but less overt signaling from asset managers about how they’ll cast their ballots. This recalibration tempers the myth that asset managers are relentless activists, revealing a more measured stewardship focused on accountability.
Navigating Regulatory Pressures
The SEC’s new stewardship guidance is the puppet master behind these changes. It requires fund managers to file complex, costly reports when they exert "pressure on management," such as linking votes to governance or environmental policies. This red tape has made BlackRock and Vanguard rethink their engagement frequency and style.
Paul Schulman, a proxy solicitor, attributes the meeting declines "100%" to the guidance. Even when talks happen, fund managers are more reserved, avoiding hints about their voting plans. This cautious dance protects them from regulatory scrutiny but leaves companies guessing.
The broader political backdrop includes Republican efforts to curb corporate climate disclosures and proxy advisor influence. Asset managers are caught in the crossfire, balancing regulatory demands with their stewardship roles. The environment is undeniably more challenging, reshaping the dialogue between investors and companies.
Implications for Investors and Companies
What does this mean for you, whether you’re an investor or a company executive? For companies, the bar is higher: robust disclosures on strategy, risk, and governance are essential. Boards lacking transparency or oversight risk votes against their members from BlackRock and Vanguard.
Investors will see more frequent opportunities to vote on compensation and mergers, but less direct insight into fund managers’ thinking. The old myth that asset managers signal their votes through engagement is fading. Instead, stewardship relies more on formal votes and public disclosures.
This shift demands adaptability. Companies must prepare for less dialogue but sharper scrutiny. Investors should engage through proxy votes and stay alert to governance changes. The stewardship landscape is evolving, and understanding these dynamics is key to navigating 2025 and beyond.
Long Story Short
BlackRock and Vanguard’s 2025 policy shifts mark a turning point in asset manager stewardship. The SEC’s guidance has ushered in a more cautious, transparent era where direct engagement gives way to structured oversight and formal voting mechanisms. While this reduces the frequency of company talks, it sharpens the focus on board accountability, risk management, and shareholder empowerment. For companies, this means preparing for tougher scrutiny on governance and strategic disclosures without the usual back-and-forth with fund managers. Investors should expect more frequent votes on compensation and mergers but less insight into how their proxies will be cast. The relief of clearer rules comes with the sting of less dialogue. Ultimately, this recalibration challenges the myth that asset managers wield unchecked influence through constant engagement. Instead, stewardship is evolving into a more measured, governance-centric practice—one that balances regulatory demands with the need to protect long-term shareholder value. Staying informed and adaptable will be key for anyone navigating this new landscape.