Shareholders take a closer look at AI oversight
Adapted from an article first published on May 19, 2025 at morningstar.com/sustainable-investing

Shareholders take a closer look at AI oversight

Investors support proxy proposals on AI more than other topics. Keep an eye on Amazon, Alphabet, and Meta votes.


Shareholders have grown increasingly worried about company ethics and oversight of the use of artificial intelligence, based on Morningstar's data on proxy voting.

This stands in marked contrast to the decline in enthusiasm for other environmental, social, and governance resolutions. On average, 15 recent shareholder resolutions on AI have gained the support of 30% of independent shareholders, almost double the support for ESG resolutions in general achieved in the proxy year ended June 30, 2024.

AI proposals have become common at Big Tech companies. There have been 12 shareholder resolutions on AI at Alphabet, Amazon, Meta Platforms, and Microsoft alone in the last year and a half.

There were 12 resolutions on AI in the 2024 proxy year. So far this proxy year, at least five such resolutions have been voted, including one at Berkshire Hathaway earlier this month. However, another five resolutions on AI are due to be voted on at three of the biggest upcoming shareholder meetings, Amazon, Alphabet, and Meta Platforms.

Shareholders Train Their Sights on Big Tech

Our latest research paper looked at the results of 15 votes on shareholder resolutions on AI from December 2023 to March 2025. The proposals experienced varying degrees of success, with adjusted shareholder support ranging from 10% to 54%, as shown on the chart below. (Adjusted support represents the level of support from a company’s independent shareholders.)


Adjusted Support for Shareholder Resolutions on AI

Selection of 15 resolutions in the 2024 and 2025 proxy years

Source: Morningstar proxy voting database, public filings. Data as of May 7, 2025. Note: Adjusted support includes votes only by a company's independent shareholders

The resolutions cover three main themes:

  • Board oversight of AI usage: Four of the 15 proposals specifically requested information on, or changes to, the board’s role in overseeing AI activities.

  • Reporting on societal risks: Seven of the 15 proposals requested information on potential impacts on a company’s wider stakeholders that could result from the company’s use of AI, particularly human rights risks or risks relating to misinformation and disinformation.

  • Transparency on risk management: Four of the 15 proposals requested additional disclosure about the company’s approach to risk management related to AI, including policies and ethical guidelines.

Unsurprisingly, AI proposals have become common at Big Tech companies like Alphabet, Amazon, Meta Platforms, and Microsoft. There have been 12 shareholder resolutions on AI at these four companies alone in the last year and a half, with these companies having increased the use of AI in their products and services. The four most successful resolutions targeted two issues at two of these companies: misinformation and disinformation risks, and AI-driven targeted advertising at Meta Platforms and Alphabet. All four achieved over 45% adjusted support, with one at Meta backed by a majority of the company’s independent shareholders.

Overall, there were seven significant resolutions (that is, proposals with adjusted support of 30% or more). In addition to the four mentioned above targeting societal risks, two addressed risk-management transparency, and one addressed board oversight of AI usage.

AI Resolutions More Popular Than Other ESG Proposals

In general, we found that shareholder resolutions on AI have gained stronger shareholder support than recent resolutions on environmental and social topics.

Average support for resolutions on AI by 20 US asset managers that we reviewed was 30%. That’s less than half the 77% average support observed for 15 European asset managers.

Average adjusted support for the 15 shareholder proposals on AI (30%) is almost double that for the 400 proposals on environmental and social themes in the 2024 proxy year (16%), as shown on the chart below. Even among the smaller sample of significant resolutions, support for the seven proposals on AI edged ahead of the 107 significant E&S resolutions in 2024.


Average Adjusted Support for Shareholder Resolutions

Resolutions on AI compared with resolutions on environmental and social themes

Source: Morningstar proxy voting database, public filings. Data as of May 7, 2025. Note: Adjusted support includes votes only by a company's independent shareholders

Although this is a small sample of resolutions, it appears that a wider cross-section of shareholders sees proposals on AI oversight as more financially relevant to these companies’ financial and strategic risk profile than many other ESG issues. However, shareholders are taking a wide range of approaches to voting on these issues, especially when we consider geographic differences.

US and European Shareholders Vote Differently on AI

As with other environmental and social themes, we see clear differences between US and European asset managers when it comes to their voting record on AI oversight.


Average Support for Shareholder Resolutions on AI

Selection of 20 US asset managers and 15 European asset managers

Source: Morningstar proxy voting database, public filings, asset managers' voluntary disclosures. Data as of May 7, 2025.

Average support for resolutions on AI by 20 US asset managers that we reviewed was 30%. That’s less than half the 77% average support observed for 15 European asset managers.

Looking at the better-supported significant resolutions, US managers showed slightly higher support for AI resolutions than for environmental and social resolutions generally (41% versus 35%, respectively). For the European managers, the reverse is true, although support for significant AI resolutions (84%) and environmental and social resolutions (96%) is very high, unlike their US peers.

Notably, among the Big Three index fund managers—Vanguard, BlackRock, and State Street—only BlackRock supported any of the 15 shareholder resolutions on AI, and even then, BlackRock voted “For” only one of them.

The strongest supporters of proposals on AI in the US are Fidelity (excluding index funds subadvised by Geode), Franklin Templeton, MFS, and Principal. In Europe, Allianz Global Investors, Amundi, Candriam, and Nordea supported all 15 resolutions. Fourteen out of the 15 European managers (93%) supported at least half of the proposals, while in the US only the four firms mentioned above did so.

Asset managers’ voting records on AI show that a wide range of views on this topic is being represented in the market. That’s good news for investors, because the use of AI in business is a complex and nuanced issue with many potential benefits and challenges for investors and for society. There’s plenty still to be worked out.

For the full report, click here.


Marc Siegel

Former FASB & SASB Board Member - Focused on Corporate Reporting

4mo

Thanks for sharing, Lindsey, very interesting and timely

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Nikki Gwilliam-Beeharee

Head of Stakeholder Engagement at World Benchmarking Alliance

4mo

Thanks for bringing this to our attention. I want to see what ISS recommends on my "Right to Cure" proposal at ServiceNow $NOW. This is the first public outing for the proposal since all the other companies basically agreed to implement it right away, like Costco Wholesale, agreeing to adopt it during the annual bylaw review or presenting another acceptable option. #corpgov #shareholderproposals #ESG #AI #bylaws #advancenoticebylaws #universalproxy

Lindsey Stewart, CFA

Director of Institutional Insights at Morningstar

4mo

Full research paper available here: https://connect.sustainalytics.com/investor-views-on-ai-oversight Also, a massive shout out to River Meng for his assistance compiling this research paper, and many others, over the last 18 months. It's been so great to see River's dedication and commitment in using his considerable intellect to do much of the repetitive, unflashy, and formulaic – but absolutely essential – tasks that go into this kind of work. River is taking up a new position as a fixed income associate analyst in Morningstar's manager research team, so investors will be hearing much more from him in future. Congrats, River!

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