Investment Stewardship Annual Report

The four pillars of our stewardship program 

Our report explains the four pillars of our stewardship program, BlackRock Investment Stewardship (BIS), in depth: engaging with companies, proxy voting on behalf of clients, contributing to industry dialogue on stewardship, and reporting on our stewardship activities.

01. Engaging with companies

BIS defines an engagement as a meeting with a company’s board and/or management that helps inform BIS’ voting on behalf of clients. Specifically, engagements provide companies with the opportunity to share their perspectives on topics that, in BIS’ experience, impact the long-term financial returns BlackRock’s clients depend on to meet their financial goals. In these conversations, BIS listens to and learns directly from company directors and executives and may ask questions relevant to their business. BIS counts only direct interaction as an engagement. BIS does not count letters as engagement.

BIS engages individual companies independently, rather than alongside other asset managers or asset owners. In addition, BlackRock adheres to regulatory constraints on collaborative engagement in any jurisdiction that establishes them.

In 2024, BIS did not participate in collaborative engagement activities in any market.

BIS measures the effectiveness of our engagements based on whether they helped lead to more informed voting decisions and/or deepened our understanding of a company’s business model and how they are overseeing material business risks and opportunities, over time. In these conversations, we do not direct companies on how they should manage their business. That responsibility lies with management, with input from the board.

In 2024, BIS held more than 3,300 engagements with 2,300+ unique companies in nearly 50 markets, representing ~75% of the value of our clients’ equity AUM.[1]

We describe our engagement activities across our five engagement priorities with concrete examples in the section titled “2024 case studies.”

02. Proxy voting on behalf of clients

As shareholders of public companies, our clients have the right to vote on matters proposed by a company’s management or its shareholders. Most of our clients authorize BlackRock to exercise this right on their behalf. For those clients, and as a fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with their investment objectives. BIS does this by casting votes in favor of proposals that, in our assessment, will advance our clients’ long-term financial interests.

BIS’ Benchmark Policies, and the vote decisions made consistent with those policies, reflect our reasonable and independent judgment of what is in the long-term financial interests of clients. BIS does not act collectively with other shareholders or organizations in voting shares nor follows any proxy research firm’s voting recommendations. In addition, BIS does not disclose our vote intentions in advance of shareholder meetings as we do not see it as our role to influence other investors’ proxy voting decisions.

In 2024, BIS voted at 18,300+ shareholder meetings on more than 167,000 management and shareholder proposals in 60+ voting markets.[2] Most of the proposals that we voted on addressed routine matters, such as director elections, board-related items, and executive compensation.

As reflected in our voting each year, BIS is generally supportive of management at companies which have sound corporate governance and deliver strong financial returns over time. When we determine it is in our clients’ financial interests to convey concern to companies through voting, we may do so in two forms: we might not support the election of directors or other management proposals, or we might not support management’s voting recommendation on a shareholder proposal. Consistent with recent years, BIS supported management recommendations on ~88% of the proposals we voted in 2024.[2]

Of the total proposals voted in 2024, more than 75,000 were on director elections. BIS supported ~90% of director elections, reflecting our assessment that boards and management teams generally acted in alignment with shareholders’ interests. The four key reasons we did not support management recommendations on ~10% of director elections were governance-related and have been consistent over the years: director independence, board composition, executive compensation that is not aligned
with shareholder interests, and director overcommitment.[2]

Like every year, shareholder proposals continued to represent fewer than 1% of total proposals BIS voted in 2024. BIS supported approximately 11% of shareholder proposals we voted on globally (94 out of a total 857).[3]

The greatest portion of proposals BIS supported addressed corporate governance matters that sought to enhance minority shareholders’ rights, for example, by introducing simple majority voting.

The number of proposals focused on climate and natural capital issues (environmental) or company impacts on people (social) outnumbered governance proposals, largely driven by activity in the U.S. market.[4] In our assessment, the majority of these were over-reaching, lacked economic merit, or sought outcomes that were unlikely to promote long-term shareholder value. A significant percentage were focused on business risks that companies already had processes in place to address, making them redundant.

In addition, within this same set of proposals, we saw a greater number seeking to roll back company efforts to address material sustainability-related risks. We determined that these proposals were also overly prescriptive or lacked economic merit. In our analysis, we considered each company’s policies, practices, and disclosures, as well as the balance between the costs and benefits of addressing the business risk, the merits of the proponent’s request, and long-term financial value creation for shareholders, such as BlackRock’s clients. BIS did not support any of these proposals.

As a result of these factors, like last year, proposals on climate and natural capital and company impacts on people continued to garner low investor support. BIS supported ~4% of such proposals (21 out of 500).[5]

The section titled “2024 case studies” includes multiple examples of our voting activities and the rationale behind certain voting decisions on behalf of clients in the reporting period on both management and shareholder proposals. Our report also describes BIS’ vote escalation process, in which BIS analysts raise high-profile and non-routine voting matters for further discussion with senior BIS leaders. Escalation does not involve filing shareholder proposals, proposing candidates for director elections, nor engaging in public campaigns.

03. Contributing to industry dialogue on stewardship

In order to better serve our clients, BlackRock participates in multiple organizations and trade groups related to corporate governance and stewardship across different regions. Participation in these groups helps us provide insights to clients interested in ways to mitigate risk and capture opportunities.

BIS conducts our stewardship activities independently from other investors, but team members may participate in industry-level discussions to further the dialogue on matters that could impact our clients’ portfolios or to provide increased clarity on BlackRock’s approach to investment stewardship. BIS may also respond to policy consultations to serve as a resource and provide our perspectives with a focus on promoting well-functioning capital markets.

Examples of industry-level engagements we held in 2024 are described in detail in the section titled
“Industry affiliations and memberships to promote well-functioning capital markets.”

04. Reporting on our stewardship activities

BIS is committed to meeting clients’ informational needs with clear and balanced reporting.

We inform clients about our stewardship activities through various publications on our website and provide client specific voting and engagement reports upon request.

The BIS content library—which is described in detail on pages 37 in this report—includes our Benchmark Policies, commentaries, position papers, flagship reports, and quarterly reports.

In 2024, BIS published eight thematic commentaries and detailed reports on stewardship activities, including the “Financial resilience in a new economic regime” paper, which discusses how companies are navigating a new operating environment that is shaped by mega forces.

In 2024, BIS also continued to enhance client engagement through targeted roundtables and meetings, addressing emerging governance and material sustainability-related issues, as well as local market developments, among other topics.

Feedback from clients and portfolio companies indicated that BIS’ reporting is fair, balanced, and useful. BIS plans to further improve our reporting capabilities in 2025 to continue to meet our clients’ informational needs.

In 2024, BIS’ stewardship approach received global recognition, including renewed signatory status to the UK Stewardship Code for the fourth consecutive year, and inclusion in the Taiwan Stock Exchange’s 2024 list of companies with better institutional investor stewardship disclosure.[6]

BIS’ activities are consistent with multiple stewardship codes and we regularly update our statements of adherence to ensure transparency and clarity in fulfilling our responsibilities. A detailed description can be found in the section “Recognition of our stewardship approach” on page 39.

See full report here.

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1. BlackRock. Sourced on January 9, 2025, reflecting data from January 1, 2024, through December 31, 2024. Equity assets engaged reflects BlackRock exposure as of December 31, 2024. (go back)

2. BlackRock. ISS. Sourced on March 18, 2025, reflecting data from January 1, 2024, through December 31, 2024.(go back)

3. BlackRock. ISS. Sourced on March 18, 2025, reflecting data from January 1, 2024, through December 31, 2024. Includes only governance, climate and natural capital, and company impacts on people shareholder proposals per BIS’ proposal taxonomy. Support includes votes “for” and “abstentions.” Excludes the Japanese market, where numerous shareholder proposals are filed every year due to low filing barriers, and where shareholder proposals are often legally binding for directors in this market. To learn more about BIS’ proposal taxonomy and a full detail of total proposals voted, please refer to the Appendix section.(go back)

4. Proposals related to matters beyond core governance issues are typically categorized in the market as environmental or social proposals. BIS considers these to be sustainability-related issues and generally categorizes them in accordance with our engagement priorities, i.e., “climate and natural capital” and “company impacts on people” (a company’s employees, its broader value chain, or the communities in which it operates). To learn more about BIS’ proposal taxonomy, please refer to the Appendix section.(go back)

5. BlackRock. ISS. Sourced on March 18, 2025, reflecting data from January 1, 2024, through December 31, 2024. Includes only climate and natural capital, and company impacts on people shareholder proposals per BIS’ proposal taxonomy. Support includes votes “for” and
“abstentions.” Excludes the Japanese market, where numerous shareholder proposals are filed every year due to low filing barriers, and where shareholder proposals are often legally binding for directors in this market. To learn more about BIS’ proposal taxonomy and a full detail
of total proposals voted, please refer to the Appendix section.(go back)

6. Taiwan Stock Exchange. “List of companies with better institutional investor stewardship disclosure 2024 (in type and alphabetical order).” December 31, 2024.(go back)