The 2026 proxy season was defined not by a surge in volume, but by a significant recalibration of procedural norms and a dynamic regulatory environment, according to a comprehensive report from The Conference Board, in partnership with ESGAUGE, Russell Reynolds Associates, and Rutgers Law School’s Center for Corporate Law and Governance. While the number of shareholder proposals filed continued its downward trajectory, activism campaigns saw a sharp decline, and say-on-pay support demonstrated improvement. However, these trends unfolded against a backdrop of heightened legal complexity, a more fragmented landscape of voting influence, and an evolving regulatory framework. This analysis delves into the shareholder voting trends observed during the first half of the year and offers strategic insights for preparation heading into the 2027 proxy season.
A season shaped by regulatory withdrawal and evolving investor influence
A pivotal development shaping the 2026 proxy season was a significant alteration in the U.S. Securities and Exchange Commission’s (SEC) approach to Rule 14a-8. In November 2025, the Division of Corporation Finance announced a departure from its historical practice of conducting substantive staff reviews for most shareholder proposal exclusion requests. Under the revised framework, companies seeking to exclude a proposal, except for those based on "improper under state law" grounds, would receive a "no-objection" response if they asserted a reasonable basis for exclusion. This marked a substantial shift from the SEC staff’s traditional gatekeeping role, fundamentally altering the mechanisms for proposal exclusion, negotiation, and dispute resolution. These new responses did not typically reflect a review of the merits of the exclusion request.
SEC Chair Gary Gensler, in a public address in July 2026, defended this revised process, highlighting that only six lawsuits had been filed concerning excluded proposals, representing less than 4% of those for which companies had submitted exclusion notices. Furthermore, he noted that adverse recommendations from proxy advisors on such matters were "virtually nonexistent." Gensler characterized the prior no-action process as "tedious, and evidently ineffectual," suggesting that the current approach might persist as the SEC contemplates more fundamental reforms to Rule 14a-8, including its interplay with state corporate law.
Concurrently, the broader proxy voting ecosystem continued its evolution. Major asset managers were reorganizing their stewardship functions, expanding investor voting choice programs, and reducing their reliance on standardized proxy advisory firm guidelines. While proxy advisors maintained influence, their recommendations became less determinative as investors increasingly prioritized internal analysis and company-specific contexts. These combined developments fostered a proxy environment where both issuers and proponents bore greater responsibility for managing proposal risks, underscoring the critical importance of clear, well-documented rationales for governance decisions.
Shareholder Proposals: A Decline in Volume, a Shift in Focus
Following a further reduction from the 2024 peak, the 2026 proxy season witnessed a continued decrease in the overall volume of shareholder proposals across most categories. Across the Russell 3000 index, 622 shareholder proposals were tracked between January 1 and June 30. Notably, governance proposals constituted a growing proportion of this total. Of the proposals that proceeded to a vote, the average support level stood at 24%, with 30 proposals achieving majority support.
The decline in overall filings did not translate into a proportional decrease in proposals reaching a vote. For many exclusion requests, the traditional no-action process was supplanted by a no-objection procedure that bypassed substantive staff review. This procedural shift may have prompted some companies to adopt a more cautious stance on exclusions, opting to include proposals rather than risk litigation. Of the 622 proposals filed within the Russell 3000, 398 (64%) were put to a vote, a slight increase from the 60% in 2025 but consistent with the 64% recorded in 2024. Withdrawal rates also decreased, with 71 proposals (11% of total filings) withdrawn, down from 17% in 2025 and 21% in 2024, contributing to a larger proportion of proposals remaining on the ballot.
The composition of the proposal landscape underwent a significant transformation. Governance proposals surged by nearly 19% in volume compared to the prior year, accounting for almost half of all filings. Conversely, environmental, social, and human capital management proposals each experienced further declines. Average support levels continued to vary significantly by category, with governance proposals attracting the highest average support, albeit lower than in preceding years. Human capital management proposals received the lowest support at just 6%. More broadly, ballot-level support for many environmental, social, and human capital management proposals has weakened materially, although more targeted, company-specific requests continued to garner selective investor backing.
Governance Proposals: A Surge Driven by Specific Themes
Governance proposals emerged as a defining characteristic of the 2026 proxy season. Their volume increased by nearly 19% from 257 in 2025 to 305 in 2026. However, average support for these proposals saw a decline to 33% from 38% in the previous year. Only 27 governance proposals, representing 12% of those voted, achieved majority support, a stark contrast to the 55 (30%) that did so in 2025.
The dominant proponent, as in previous years, was individual shareholder John Chevedden, who was responsible for approximately 70% of governance proposals. His most frequently submitted themes—independent board chair (71 voted), special meeting call rights (48), and the right to act by written consent (38)—drove this surge in volume. Notably, many of his proposals were omitted by companies citing the inclusion of the word "enduring" in his standard chair/CEO separation language as a basis for exclusion.
Despite the increase in volume, most governance proposals that reached a vote did not secure majority support. Proposals for an independent board chair received an average support of 24%. Proposals to allow shareholders to call special meetings averaged 40% support, marking a recovery from 33% in 2025 and aligning with the 41% recorded in 2024, with five such proposals passing. Significant exceptions included board declassification proposals (82% average support, with all eight proposals passing), proposals to eliminate supermajority voting requirements (56%, seven of 14 passing), and proposals to shift director elections from plurality to majority voting (68%, both proposals passing). These successes reflect investors’ continued demand for structural protections and director accountability mechanisms, even as support for prescriptive mandates on board structure or composition continues to erode.
A particularly noteworthy development was the surge in written consent proposals. These proposals quadrupled, with 51 filed and 38 proceeding to a vote in 2026, up from just 11 filed and 10 voted in 2025. With average support exceeding 36%, companies that have consistently opposed such provisions without proactive engagement risk increased voting pressure heading into 2027. Boards are advised to review their shareholder rights profiles and engage with their largest shareholders on structural rights before proposals are formally filed.
Social Proposals: Continued Contraction Amidst Shifting Focus
Social proposals continued their multiyear contraction in 2026, with 141 filings—a 33% decrease from 209 in 2025 and a 47% decline from 266 in 2024. For the second consecutive year, no social proposal received majority support. The average support among the 75 voted proposals was 11%, slightly below the 12% recorded in 2025. Political spending and lobbying disclosure proposals remained the best-supported social topics, averaging 28% for contributions proposals and 22% for lobbying proposals. Artificial intelligence (AI) accountability proposals averaged 6% support across eight voted proposals, consistent with prior years, signaling continued proponent interest in board-level AI governance, even as mainstream investor uptake remains limited. The share of social proposals filed by anti-ESG proponents continued to grow, a trend discussed separately.
Environmental Proposals: Declining Volume Reflects Maturing Disclosure and Regulatory Uncertainty
Environmental proposals declined to 75 filed in 2026, representing a 50% decrease from 150 in 2024. None of these proposals achieved majority support. Average support among the 41 voted proposals was 12%, a slight recovery from 10% in 2025 but significantly below the 18% recorded in 2024. Climate-related proposals remained the most frequently filed topic, with 24 voted proposals averaging 14% support. Plastic pollution proposals (eight voted, averaging 8% support) and other environmental reporting proposals (nine, averaging 11% support) rounded out the category.
This continued decline in volume may be attributed to several factors. More developed corporate climate disclosure practices have addressed many of the reporting requests that previously drove filings, reducing the incremental value of broad or duplicative resolutions. Major asset managers’ stewardship policies now place greater emphasis on financial materiality, long-term shareholder returns, and company-specific circumstances rather than prescriptive environmental mandates. Political and legal uncertainty has further complicated the landscape; the SEC proposed rescinding its climate-disclosure rules in May 2026, while multistate litigation and other state actions have continued to test climate-related coordination by financial institutions. Collectively, these developments likely diminish the perceived payoff from broad environmental proposals, encouraging proponents to pursue narrower, company-specific requests or private engagement.
Human Capital Management Proposals: Steep Decline Amidst Legal and Political Scrutiny
Human capital management proposals experienced a steep decline, with 54 proposals filed—a 58% decrease from 129 in 2024 and a 37% reduction from 86 in 2025. Average support fell to a mere 6% among the 31 voted proposals, the lowest in the period reviewed, with no proposals receiving majority support. This contraction may reflect more than investor fatigue with prescriptive or duplicative diversity and pay equity proposals, or proponent restraint in the face of consistently low vote outcomes. The institutional coalition that previously supported many diversity, equity, and inclusion (DEI), pay equity, and racial equity proposals has weakened amid intensified legal and political scrutiny. Federal agencies have emphasized potential Title VII risks related to DEI initiatives, while major asset managers have narrowed their support to requests tied to financial materiality, company-specific risk, and incremental disclosure.
Workplace diversity proposals remained the most frequently filed human capital management topic, with 13 voted proposals averaging 4% support. Notably, EEO-1 data disclosure proposals averaged 25% support, with many targeting S&P 500 companies that had previously disclosed at least some EEO-1 data but later reduced or discontinued that reporting. Worker rights proposals attracted 27% average support, suggesting that select, company-specific human capital management proposals with clear materiality continue to resonate with investors even as the broader category contracts.
Executive Compensation Proposals: Say-on-Pay Dominance and Shareholder Engagement
Shareholder-submitted executive compensation proposals fell sharply in 2026, with just 22 filed—a significant drop from 68 in 2025 and 75 in 2024. Of the 14 proposals that went to a vote, only one received majority support. Average support was 15%, broadly consistent with the 16% recorded in 2025. The most common topics included severance limitations (seven proposals) and linking compensation to ESG performance (seven proposals, six of which were filed by anti-ESG proponents). This sharp decline in volume may reflect both greater proponent selectivity and the continued use of say-on-pay as a more direct mechanism for expressing concerns about compensation practices.
Proposals Filed by Anti-ESG Groups: A Shifting Tactic
For consistency with prior-year benchmarking, proposals filed by anti-ESG groups are categorized by proponent rather than subject. This category encompasses all proposals filed by groups whose broader agendas generally challenge corporate ESG, DEI, charitable giving, or climate policies, even if the ballot item itself addresses a conventional governance issue.
Anti-ESG groups filed 102 proposals in 2026, broadly consistent with 111 in 2025 and 108 in 2024. As in previous years, no anti-ESG proposal received majority support. Average support increased to 4.7% across 80 voted proposals, which appears elevated relative to prior years (2.5% in 2025, 2.4% in 2024). However, this figure is substantially distorted by a shift in proposal topics. Excluding CEO/chair separation proposals, average support for all other anti-ESG proposals was a mere 1.7%.
A notable development in 2026 was the National Legal and Policy Center’s (NLPC) expanded use of independent board chair proposals. This conservative nonprofit group filed 13 such proposals—targeting Wells Fargo, Starbucks, PepsiCo, Chevron, Bank of America, General Motors, McDonald’s, Exxon, and others—up from just one (Comcast) in 2025 and three in 2024 (Salesforce, Goldman Sachs, and Coca-Cola). These proposals averaged 20% support, with Wells Fargo receiving the highest support of any proposal from an anti-ESG group in the three-year period at nearly 34%. Although CEO/chair separation is a conventional governance issue, these proposals can also serve as a vehicle for challenging the incumbent CEO’s performance or strategic direction, including positions on climate, DEI, and other contested corporate policies. Their comparatively higher support may reflect the underlying governance question more than investor alignment with the proponent’s broader policy agenda.
The omission rate for proposals from anti-ESG groups fell sharply from 27% in 2025 to 12.7% in 2026, returning to levels comparable to the 12% recorded in 2024. The elevated omission rate in 2025 coincided with increased company use of the no-action process following the issuance of Staff Legal Bulletin No. 14M, which rescinded previous guidance and restored earlier staff approaches to the ordinary-business and economic-relevance exclusions. In 2026, the SEC staff’s withdrawal from providing substantive views on most exclusion grounds altered how companies evaluated omission decisions.
Human capital management anti-ESG proposals continued to lose traction, averaging just 0.9% support in 2026, the lowest level in the three-year period. Environmental anti-ESG proposals increased in volume to 21 but averaged only 1.3% support. Starbucks, Walt Disney, Alphabet, Apple, and Visa were the most targeted companies, each receiving four or more proposals.
Artificial Intelligence (AI) Proposals: Growing Scrutiny on Operational Implications
AI-related shareholder proposals continued their upward trend in 2026, with 24 proposals filed, an increase from 18 in 2025 and 19 in 2024. Of these, 15 (63%) proceeded to a shareholder vote, while five (21%) were withdrawn, and four (16%) were omitted. Large technology companies accounted for nearly half of all AI-related filings, reflecting their central role in AI development and deployment. Environmental issues and board oversight emerged as dominant themes, with seven proposals addressing AI’s environmental footprint—including data center energy demand, water usage, and climate commitments—and six proposals seeking enhanced board or committee oversight of AI risks.
Other recurring topics included data security, workforce impacts, military and dual-use applications, misinformation, and bias. Labor-affiliated organizations and conservative public policy groups were the most active proponents. Although no AI-related proposal passed, investors showed greater support for proposals focused on the operational consequences of AI adoption than for those centered on governance frameworks. Proposals addressing AI’s effects on water use, energy demand, climate commitments, and data practices received 10% to 22% average support. In contrast, proposals seeking new oversight structures or broader responsible AI governance generally received 0% to 4% support or were withdrawn or omitted before reaching a vote. As AI adoption accelerates, shareholder scrutiny is expanding beyond responsible AI principles to encompass the broader implications of AI deployment. Companies should prepare to address investor questions regarding AI’s environmental footprint, data governance, board oversight, and workforce impacts, as these issues are likely to remain central to shareholder engagement during the 2027 proxy season.
Management Proposals: Say-on-Pay Improvement and Director Elections
Say-on-Pay Outcomes: A Positive Trend
Say-on-pay outcomes improved in 2026, with 76% of Russell 3000 companies receiving 90% or higher approval, an increase from 72% in both 2025 and 2024. Across the Russell 3000, 410 out of 2,179 say-on-pay proposals voted (18.8%) fell within the 70-90% approval range, and only 19 (0.9%) failed—a decrease from 25 (1.1%) in 2025 and 27 (1.2%) in 2024. Within the S&P 500, 323 of 436 proposals (74%) received over 90% support, with five failed votes (1.1%).
Despite these headline improvements, pockets of investor concern persist. Companies with weak pay-for-performance alignment, one-off equity awards, or insufficient disclosure continued to face lower support, even when proposals technically passed. The 70-90% support range encompasses nearly a fifth of Russell 3000 companies, representing a persistent "watch list" zone that signals ongoing investor scrutiny of pay practices, even in the absence of an outright failure. Companies receiving between 70% and 90% say-on-pay support should treat this result as a signal for proactive outreach to top shareholders before the next season, with a specific focus on explaining the compensation committee’s rationale for any above-median awards, discretionary adjustments, or changes to performance metrics.
Director Elections: Continued Strong Support with Nuances
Directors continued to receive strong support in 2026. Support for Russell 3000 nominees averaged just over 95% of votes cast, consistent with 2025 and up from 94.5% in 2024. The number of directors receiving less than 70% of votes cast decreased to 255, down from 261 in 2025 and 337 in 2024, a decline of 24.3% over two years. Directors receiving less than 50% of votes fell to 50, from 57 in 2025 and 64 in 2024. In the S&P 500, nominees averaged 96.3%, with 23 directors falling below 70% and 6 below 50%.
Support across committee chair roles revealed a consistent and meaningful hierarchy. Support for audit committee chairs in the Russell 3000 averaged over 95%—the highest among the three committee types—with 30 falling below 70%. Compensation committee chair support averaged 93.8%, with 37 below 70%. Nominating and governance committee chairs recorded the lowest average support at 90.9%, with 52 below the 70% threshold. This pattern reflects investors’ heightened focus on board composition, refreshment, and accountability and has been consistent across multiple years, reinforcing that committee-level votes serve as targeted instruments for investor dissent even when overall director support remains high. The consistent underperformance of support for nominating and governance committee chairs signals that investors are using these votes to register concerns about board composition and oversight practices, not necessarily individual director performance. Boards should use the proxy statement to clearly articulate the governance committee’s approach to refreshment, tenure management, and director qualifications, providing investors with the context they need to distinguish between structural concerns and individual performance.
Shareholder Activism: A Sharp Decline in Campaign Volume
Campaign Volume: A Significant Contraction
Shareholder activism campaigns targeting Russell 3000 companies declined sharply in 2026. Approximately 95 campaigns were launched in the January 1–June 30 period, a substantial decrease from 254 in 2025 and a peak of 376 in 2024, representing a 75% decline over two years. S&P 500 campaigns fell to 48 from 171 in 2025 and 296 in 2024. This decline may stem from a combination of factors, including increased caution regarding Schedule 13G eligibility following the SEC’s February 2025 guidance, a more challenging environment for activist financing, and the continued maturation of the universal proxy landscape. However, a lower formal campaign volume does not necessarily indicate a comparable decline in activist pressure, as more activity may be shifting towards private engagement, negotiated settlements, transaction-focused demands, and other forms of escalation that do not culminate in a full public campaign.
Exempt solicitations decreased from 93% of all campaigns in 2024 to 61% in 2026. This decline reflects a broader shift in how shareholders approach escalation. Exempt solicitations have functioned in practice as a low-cost signaling tool, allowing shareholders to communicate views on contested matters without triggering the full requirements of a proxy solicitation. However, their use has always been sensitive to procedural constraints and regulatory attention. January 2026 staff guidance further limited their utility by announcing that the staff would object to voluntary submissions of Notices of Exempt Solicitation by shareholders below the $5 million ownership threshold, thus restricting the use of those notices as a voluntary public-signaling mechanism. While this guidance likely accelerated the decline in voluntary exempt solicitations, more decisive drivers appear to be the sharp contraction in overall activism volume and the shift toward higher-stakes proxy fights.
Proxy Contests: Increasing Proportion, Shifting Focus
Proxy contests in the Russell 3000 totaled 36 in 2026, compared to 46 in 2025 and 26 in 2024. While absolute numbers declined year over year, contests now represent nearly 38% of all Russell 3000 activism campaigns—a notable increase from 18% in 2025 and 7% in 2024—suggesting a continued shift toward higher-stakes, board-level engagements. Only two of the 36 contests targeted S&P 500 companies, compared to 13 in 2025, indicating that proxy contest activity in 2026 was concentrated more heavily outside the large-cap segment. The most targeted sectors were industrials (eight contests), consumer discretionary (seven), and information technology (six). The financials sector recorded three contests in 2026, up from zero in both 2024 and 2025.
The composition of proxy contest demands continued its multiyear shift toward partial board representation and away from full board control: 32 of 36 contests (89%) sought board representation, compared to 78% in 2025 and 62% in 2024. Board control contests fell to just four (11%). The shift toward board representation contests—now nearly 9 in 10 of all proxy fights—suggests that activists increasingly seek targeted changes in board composition rather than full control. Boards may wish to establish clear internal protocols for responding to activist approaches, including criteria for evaluating potential nominees and circumstances in which settlement may be preferable to a contested vote. Early engagement with major shareholders can also help boards assess investor sentiment before a contest escalates.
Looking Ahead: Preparing for the 2027 Proxy Season
With shareholder proposal volume declining and the regulatory framework in flux, the offseason presents a critical window for boards and management teams to recalibrate their engagement strategies. The SEC staff’s withdrawal from substantive review for most Rule 14a-8 exclusion requests, increasingly contextual proxy voting policies, and greater variation in large asset manager stewardship approaches have reduced predictability and placed more weight on direct, well-prepared investor dialogue. Companies that communicate proactively, document engagement carefully, and align governance and compensation practices with evolving investor expectations will be best positioned to navigate the 2027 proxy season effectively.
To prepare, boards and governance teams should consider prioritizing enhanced director education on emerging governance challenges, fostering more robust and frequent engagement with key institutional investors outside of the formal proxy season, and conducting thorough scenario planning for potential activist approaches and shareholder proposal filings. A proactive and transparent approach to corporate governance will be paramount in the evolving landscape.
This article is based on corporate disclosure data from The Conference Board Benchmarking platform, powered by ESGAUGE.
