Occasional Activists and the Evolving Landscape of Shareholder Activism in 2025

In our previous client alert, Occasional Activists: Shaping Corporate Governance in 2024, we discussed the trend through H1 2024 of increased “occasional activism”—shareholder activism by investors who are not dedicated activist funds and do not regularly use activist tactics, such as institutional investors and individuals, including company insiders, or other first-time activists. While 2024 proved to be a peak year for occasional activism and activist campaigns in general, the landscape of shareholder activism continues to evolve in 2025 despite a slight decline in overall activity.

Despite persistent macroeconomic and geopolitical uncertainty, global activism activity has remained robust in 2025. In 2024, there were 243 activist campaigns launched, marking the highest total since 2018’s record of 249 activist campaigns.[1] According to Barclays, there were 129 global campaigns in the first half of 2025, which is down from the record pace set in H1 2024 (147 campaigns), but still in line with the nine-year average (120 campaigns).[2] The number of board seats won by activists also increased, with 86 seats secured in H1 2025, a 16% year-over-year increase.[3] Most of these board seats continue to be won through settlements rather than proxy contests,[4] reflecting the continuing proclivities of both activists and boards toward negotiating outcomes that avoid the costs and uncertainties of a public fight.

So far in 2025, occasional activists have continued to shape outcomes, often through private negotiations and settlements. However, the number of occasional activist campaigns through 2024 and H1 2025 exhibited a similar decline relative to shareholder activism overall. 2024 marked a high point for “first-timers” as they launched 18% of all campaigns (vs. 13% in 2023),[5] and major activists made up only 17% of campaigns, the lowest share ever recorded.[6] While there have been only 19 first-time activists in H1 2025 as compared to 28 in H1 2024, this is still roughly in line with previous years after excluding 2024’s record year.[7] Whether the first-time activist activity will rebound throughout the rest of the year is something to watch for in the remainder of 2025 as we head toward the 2026 proxy season.

Included below are some examples of notable campaigns by occasional activists in 2025.

• Navitas Semiconductor & Ranbir Singh: Dr. Ranbir Singh was elected to Navitas’ board in November 2024 and immediately initiated a successful campaign to address enhancements to Navitas’ leadership. In February 2025, Dr. Singh filed a Schedule 13D reporting a 13.4% stake in Navitas. In March 2025, Navitas amended its bylaws regarding advance notice for director nominations. The parties then entered into a cooperation agreement, whereby Navitas replaced its chairman of the board and agreed to nominate a new independent director recommended by Dr. Singh to replace the CTO/COO who will resign from all his roles at Navitas. Navitas also formed an Executive Steering Committee chaired by Dr. Singh to oversee strategic matters, such as capital allocation, expense management, senior hiring, and succession planning. Dr. Singh was re-elected as director at the 2025 annual meeting.
• Zevra Therapeutics & Daniel Mangless: Zevra Therapeutics shareholder Daniel J. Mangless owns approximately 2.8% of Zevra and has been a shareholder since 2019. In 2023, Mangless won a proxy contest, successfully electing three nominees to the board. Mangless also launched a proxy contest this year, nominating two directors at Zevra’s 2025 annual meeting. Zevra issued a statement urging shareholders to reject Mangless’ efforts “given his relatively small ownership” and explaining that he “already had three of his nominees elected to the Board in 2023.” On May 21, 2025, Zevra announced that all three leading proxy advisory firms (ISS, Glass Lewis, and Egan-Jones) unanimously recommended that shareholders vote for Zevra’s nominees and withhold support for Mangless’ nominees. Mangless’ nominees did not receive sufficient votes at the annual meeting to be elected and, according to Zevra, Mangless failed to meet the SEC’s proxy rules and Zevra’s bylaw requirements for a valid nomination in any event, so his nominees were ultimately disregarded. Both of Zevra’s nominees were successfully nominated.
• Servotronics, Inc. & Beaver Hollow Wellness LLC: In January 2025, Beaver Hollow Wellness, one of the largest shareholders of Servotronics, launched a proxy contest nominating four nominees for the company’s board of directors. Beaver Hollow also sent a letter to the board issuing a formal demand for an internal investigation into potential unjust enrichment among the board members and the CEO for excessive compensation. In April 2025, Beaver Hollow’s CEO publicly opposed Servotronics’ exploration of a potential sale process, advocating instead for replacing its directors and CEO, citing potential risks to local jobs and operations. On May 19, 2025, Servotronics and TransDigm entered into a definitive agreement where TransDigm will acquire Servotronics for $110 million. Beaver Hollow issued public letters calling on TransDigm to preserve Servotronics’ workforce and operations, while also acknowledging TransDigm’s strong industry reputation and shareholder value proposition. On May 22, 2025, Beaver Hollow formally withdrew its board nominees due to the proposed acquisition, and on July 1, 2025, the acquisition was completed.
• AstroNova, Inc. & Askeladden Capital Management LLC: In March 2025, Askeladden Capital filed a Schedule 13D reporting a 9.2% stake in AstroNova and, as its largest shareholder, launched a proxy contest nominating five nominees. Askeladden criticized the company for its underperformance under then-CEO Gregory Woods’ management and the fallout from the company’s acquisition of MTEX, which purportedly led to a breach of debt covenants and a $13.4 million in goodwill impairment. In June 2025, Askeladden announced that ISS and Glass Lewis supported its nominees. Shortly thereafter, AstroNova announced the resignation of Woods from his roles as Interim President, CEO, and director. The date of the annual meeting was then postponed. On August 21, 2025, AstroNova and Askeladden entered into a cooperation agreement, whereby the company agreed to appoint one Askeladden nominee to the board.
• Oportun Financial Corporation & Findell Capital Management LLC: Findell Capital, a shareholder of Oportun, won a proxy contest in April 2024 appointing Scott Parker to the board immediately and Richard Tambor later at the 2024 annual meeting. In March 2025, Findell launched another proxy contest nominating two additional candidates, Warren Wilcox and Sandra Bell, aiming to replace the CEO, Raul Vazquez, and lead director, Neil Williams, due to their lack of lending experience and poor track record. Findell criticized the board for past decisions that negatively impacted the stock price, despite recent improvements that it attributed to its own involvement. On May 5, 2025, Findell withdrew Bell’s nomination, and on May 7, 2025, Oportun announced it will nominate Vazquez, while Parker and Williams would not stand for reelection, and the size of the board was reduced from ten to eight members, which was strongly criticized by Findell. Findell supported amendments to, among other things, eliminate supermajority voting requirements and declassify the board. On July 7, 2025, Findell disclosed that ISS had recommended voting for Findell’s nominees. After negotiation, on July 14, 2025, Findell and Oportun finally entered into a cooperation agreement, whereby Findell agreed to support Vazquez at the annual meeting and Oportun agreed to appoint one of Findell’s nominees, Wilcox, to the board as a class III director following the meeting.

One of the most striking trends in the current environment is the acceleration of C-suite turnover following activist campaigns. The number of CEOs departing U.S. companies within 12 months of an activist campaign nearly tripled in 2024, and this trend has continued into 2025.[8] According to Diligent, boards are demonstrating less patience with underperformance, and activists are increasingly willing to call for a CEO change as a catalyst for near-term stock price improvement.[9]

The regulatory environment for activism has also grown more complex in 2025. In February, the SEC issued new guidance on Schedule 13D/13G filing triggers which may lead investors to reconsider their approaches to corporate engagement.[10] Some experts have suggested that institutional and other shareholders may reduce transparency with the company to avoid “active filer” status, which could create an unintended asymmetry if the investors feel they are able to have more candid and detailed discussions about their interests and voting intentions with activist funds, but not with companies, for fear of losing 13G eligibility.[11] This could potentially impact strategies of first-timer institutional investors in their campaigns, as they now need to carefully consider whether their communications with the company may be deemed to have the “purpose or effect of changing or influencing control” and result in their loss of 13G eligibility.

Meanwhile, the proxy advisory ecosystem has seen several changes in 2025. Proxy advisors have played a more assertive role, with ISS and Glass Lewis supporting 69% and 85% of dissident nominees in H1 2025, respectively—well above their 2024 rates.[12] Candidates backed by ISS and Glass Lewis won 56% and 50% of the time, respectively, in H1 2025 (as compared to 50% and 40%, respectively, in 2024).[13] The universal proxy card (UPC), now in its second full year of use, has not led to the surge in activist board wins that some predicted, although it may have encouraged more occasional activists. Instead, management slates have generally prevailed unless activists present a compelling case for change, and the importance of proxy advisor and index fund support has only grown. Nevertheless, occasional activists have proven themselves capable of gaining the support of ISS and Glass Lewis, and larger institutional holders, despite their inexperience and lack of a track record. The proxy advisory ecosystem could also change further as new state-level legislation—such as the new Texas law requiring proxy advisors to base recommendations solely on financial interests for Texas-based companies—threatens to add another layer of scrutiny, particularly regarding ESG and DEI factors. As of August 29, 2025, a Texas federal court preliminarily enjoined enforcement of the new law and set a trial date for early February 2026.[14]

As 2025 progresses, several questions loom large. Will occasional activists maintain their momentum in the face of continued economic and geopolitical uncertainty? How will regulatory changes and proxy advisor dynamics affect the balance of power and strategies of occasional activists in contested elections? Will the trend toward private negotiations and settlements continue to accelerate, or will we see a resurgence of public proxy fights if market conditions shift? And, perhaps most importantly, how will boards adapt to the continued presence of occasional activists? While the volume of public proxy fights and occasional activists overall has not increased dramatically, the sophistication and breadth of activist engagement (often behind the scenes) continue to shape corporate governance and strategic outcomes. Legal and business advisors should anticipate continued innovation in tactics, increased regulatory complexity, and a persistent focus on board and management accountability as the year unfolds.

[1] Barclays Shareholder Advisory Group, 2024 Review of Shareholder Activism.

[2] Barclays Shareholder Advisory Group, H1 2025 Review of Shareholder Activism.

[3] Id.

[4] Id.

[5] Id.

[6] Barclays Shareholder Advisory Group, 2024 Review of Shareholder Activism.

[7] Barclays Shareholder Advisory Group, H1 2025 Review of Shareholder Activism.

[8] Diligent Shareholder Activism Annual Review 2025.

[9] Id.

[10] Barclays Shareholder Advisory Group, Q1 2025 Review of Shareholder Activism.

[11] Shareholder Activism – 2024 Review and 2025 Outlook.

[12] Barclays Shareholder Advisory Group, H1 2025 Review of Shareholder Activism.

[13] Id.

[14] Institutional Shareholder Services Inc. v. Paxton and Glass, Lewis & Co., LLC v. Paxton.