Analysis-BlackRock, Vanguard scale back company talks as new guidance bites

By Ross Kerber

(Reuters) - The world's two biggest asset managers sharply scaled back the number of meetings held with company bosses this year, disclosures show, as new guidance made it harder to discuss topics like climate change and diversity.

The shifts by BlackRock and Vanguard came in the wake of new guidance in February from the U.S. Securities and Exchange Commission, led by a pick of U.S. President Donald Trump, Mark Uyeda, and could leave executives with less investor input on strategy or facing surprise critical votes at shareholder meetings.

The directives were among a series of recent Republican efforts to diminish corporate actions on everything from company climate disclosures to the role of proxy advisors.

Tallies in new disclosures show declines of 28% and 44% for BlackRock and Vanguard, respectively, compared to their meetings in year-ago periods. 

Several consultants said the declines show how the guidance has quieted talks between shareholders and managers ahead of corporate elections on matters beyond politically contentious issues like climate change, such as directorships or executive pay.

"The new guidance, whether intentional or not, created a chilling effect on the largest investors," said Peter da Silva Vint, a former BlackRock executive now with corporate adviser Jasper Street Partners.

Often fund managers come to meetings in "listen-only mode," da Silva Vint said, which makes it harder for company leaders to tell how fund managers might vote.

Surprises matter. While climate and social questions have taken up less bandwidth at corporate annual meetings lately, items on corporate governance continue to win support. Both Vanguard and BlackRock ended support for nearly all climate and social resolutions in previous years, a pattern that continued in 2025.

TALK LESS, SMILE MORE    

The new SEC guidance tells managers to file more complex, expensive forms to report major holdings if they exert "pressure on management" such as tying director votes to whether a company has a staggered board or undertakes certain environmental policies.

The reporting requirement could also be triggered if the fund firm "states or implies" it will not support directors unless a company makes changes in line with a fund's voting policy.

An SEC representative declined to comment.

The shift mainly affected BlackRock and Vanguard, whose combined $22 trillion means both firms often own more than 5% of stock issuers, the filing threshold. The two firms paused and then resumed contact while taking stock of the new guidance.

Now the fund firms' reports show a changed pattern. BlackRock's stewardship team met with companies worldwide 2,584 times during the 12 months ended June 30, a drop of 28% from the year-earlier period. 

Most of the proxy-related engagements would have happened after the Feb. 11 SEC guidance, said Paul Schulman, senior managing director for proxy solicitor Sodali. He called the guidance "100% the cause" of the meeting declines.

Schulman said even when meetings occur, stewardship teams say less about how they plan to cast their proxy votes. Top investment firms "have always been hesitant to disclose to the company how they’re going to vote. Now they're hesitant to signal their thinking on the issues," Schulman said.

BlackRock has not given a quarterly count of its meetings. In its recent report, it said at the meetings its stewardship team "listened to company directors and executives to understand how they are overseeing material business risks and opportunities," and that it may convey concerns through its AGM votes.

Last year's report paints BlackRock's stewardship team as being more outspoken. Where it had concerns, the fund manager said at the time, "we typically raise these through dialogue with board members and management teams first."

Asked for comment, a BlackRock representative noted its past statement that "does not use engagement as a way to control publicly traded companies."

For Vanguard, an Aug. 21 report showed the Pennsylvania firm met with 356 companies worldwide from April through June this year, down 44% from the 640 in the same period in 2024. Vanguard's report didn't address the decline, and a representative declined to comment.

A Vanguard representative said the company "does not, and never has, used engagements with companies to signal our voting intentions."

'MORE CHALLENGING' ENVIRONMENT

Paul Washington, chief executive of the Society for Corporate Governance, which represents corporate secretaries and others, said the new guidance limits the value of shareholder talks. 

"This season companies found it harder to know what their major investors were thinking," he said.

In a survey, more than a quarter of public company society members said they found a "more challenging engagement environment" this year with companies having trouble maintaining relationships with investors or exploring their views.

(Reporting by Ross Kerber in Boston; Editing by Nick Zieminski)