Managing the rapid evolution of investor engagement

Volatility. Tariffs. M&A. Activism. Policy change. Regulatory change. Geopolitical shifts. Change and uncertainty have brought us to the halfway point of 2025, with challenges impacting how to best engage with an often fluctuating and complex shareholder base.

Going into the second half of the year, we examine some of the tips, tricks and trends that IROs can harness to deliver ever more value to their management, boards and shareholders.

IR professionals around the world have been operating on shifting sands. While they are adapting to a new political and regulatory environment, management and boards are reconsidering their priorities. At the same time, more data is becoming available – something that is hugely beneficial but potentially also overwhelming.

Having the right perspective on this picture changes everything. What IR teams need is the right information, at the right time and with an added level of depth that helps them see the competitive angle that allows them to get ahead of conversations.

“Whenever our management is out on the road, we try to be very clear as to what our own macro assumptions are,” explains one senior IR professional at a US-headquartered bank.

“Back in 2024, for example, there were talks around rate cuts. Are we going into a recession? This certainly led us to be more conservative on the lending side of our business.”

To 13D or not to 13D

Your company has likely come up against multiple headwinds amid the market turmoil we have seen this year – as well as hopefully some opportunities. As an IRO, you will want to understand what your investors think about your company, your management, your peers and more. Investor feedback is a vital part of the glue that holds together a puzzle IROs must put together to deliver real value to their management, their board and their investors.

But in February 2025, a new complication arose after SEC guidance was issued on the circumstances in which an investor must file a 13D report.

“That regulatory change has had a huge impact on engagement”, says David Farkas, NIRI member and Head of Shareholder Intelligence at Georgeson, a Computershare company.

The change requires investors with a more than 5 percent holding to become a 13D filer – if they engage with an issuer in a way that pressures the company to adopt certain measures or ties support for directors to adoption of certain provisions. Farkas describes this as the biggest shift of the season and one that has already been ‘very problematic.’

“What we’re seeing at the beginning of calls is almost like a safe harbor statement,” he explains. “Investors will say, ‘We are not looking to influence management.’ They are essentially in ‘listen-only’ mode.”

There is broad frustration around the rule change – from the company side but also among investors who want to be able to share their views ‘without necessarily becoming a 13D filer.’