The 2026 proxy season was characterized not by an overwhelming volume of shareholder activity, but by significant shifts in procedural approaches and regulatory oversight. While the number of shareholder proposals filed saw a continued decline, activism campaigns experienced a sharp decrease, and support for say-on-pay resolutions improved. However, these trends unfolded against a backdrop of heightened legal complexity for corporate boards, increasingly fragmented voting influence among investors, and a dynamic regulatory environment. This report, based on shareholder voting data from the first half of the year and developed by The Conference Board in partnership with ESGAUGE, Russell Reynolds Associates, and Rutgers Law School’s Center for Corporate Law and Governance, analyzes these key trends and offers insights for preparation heading into the 2027 proxy season.
A Season Defined by Regulatory Withdrawal and Shifting Investor Power
A pivotal development shaping the 2026 proxy season was a significant alteration in the U.S. Securities and Exchange Commission’s (SEC) role concerning Rule 14a-8, the rule governing shareholder proposals. In November 2025, the SEC’s Division of Corporation Finance announced a policy change: it would no longer conduct substantive staff reviews for the majority of shareholder proposal exclusion requests. Instead, companies seeking to exclude a proposal, except for those based on being "improper under state law," would receive a "no-objection" response upon submitting a representation that they had a reasonable basis for exclusion. This marked a departure from the SEC staff’s historical gatekeeping function, which involved a review of the proposal’s merits, and fundamentally altered the processes for proposal exclusion, negotiation, and dispute resolution.
SEC Chair, in a public address in July 2026, defended this revised approach. Citing that fewer than 4% of exclusion notices led to lawsuits and that adverse proxy advisor recommendations were "virtually nonexistent," the Chair characterized the prior no-action process as "tedious and evidently ineffectual." This suggests that the SEC may continue with its current approach while considering more comprehensive reforms to Rule 14a-8, including its alignment with state corporate law.
Concurrently, the proxy voting ecosystem witnessed continuous evolution. Major asset managers began reorganizing their stewardship functions, expanding investor voting choice programs, and reducing their reliance on standardized proxy advisory guidelines. While proxy advisors maintained their influence, their recommendations became less decisive as investors increasingly prioritized internal analysis and company-specific contexts. These converging developments fostered a proxy environment where both issuers and proponents bore greater responsibility for managing proposal-related risks. Consequently, a clear, well-documented rationale for governance decisions became more critical than ever.
Declining Proposal Volume Masks Evolving Dynamics
The reduction in Rule 14a-8 exclusion requests was partly attributed to a lower volume of shareholder proposals filed overall. From 2025 to 2026, proposal filings saw a decrease of approximately 20%. Exclusion requests, in turn, fell by nearly 50%. This led to exclusion requests representing a smaller proportion of total filings, dropping from roughly 42% in 2025 to 26% in 2026. This 2026 rate was comparable to the 27% recorded in 2024, indicating that the surge in exclusion requests in 2025 might have been an anomaly.
Companies are advised to view the SEC staff’s withdrawal from substantive review for most Rule 14a-8 exclusion requests as a structural change, not a temporary policy shift. Exclusion decisions that previously relied on SEC staff concurrence now expose companies more directly to litigation risks and, in some instances, to withhold campaigns against directors. Boards and governance teams must ground any decision to omit a proposal in clear legal precedent and documented reasoning, and they should engage with proponents before exclusion becomes a necessity.
Shareholder Proposals: A Shift Towards Governance
Following a decline from its 2024 peak, the 2026 proxy season continued to see a reduction in the overall volume of shareholder proposals across most categories. Within the Russell 3000 index, 622 shareholder proposals were tracked between January 1 and June 30. Notably, governance proposals constituted a growing share of this total. Among proposals that went to a vote, the average support stood at 24%, with 30 proposals achieving majority support.
Despite the overall decrease in filings, the proportion of proposals reaching a vote did not decline proportionally. For most exclusion requests, the traditional no-action process was superseded by a no-objection process that lacked substantive staff review. This created uncertainty, potentially encouraging some companies to adopt a more cautious approach to exclusions, opting to include proposals rather than risk litigation. Of the 622 proposals filed in the Russell 3000, 398 (64%) proceeded to a vote, a slight increase from the 60% in 2025 and consistent with the 64% recorded in 2024. The withdrawal rate also decreased to 71 proposals (11% of total filings), down from 17% in 2025 and 21% in 2024, contributing to a larger share of proposals remaining on the ballot.
The composition of the proposal landscape shifted significantly. Governance proposals saw a nearly 19% increase in volume year-over-year, accounting for nearly half of all filings. Conversely, environmental, social, and human capital management proposals each experienced further declines. Average support varied considerably by category: governance proposals garnered the highest average support (though lower than in previous years), while human capital management proposals received the lowest at just 6%. More broadly, support for many environmental, social, and human capital management proposals has weakened considerably, even as more targeted, company-specific requests continue to attract selective investor backing.
It is crucial to note that a lower volume of ballot proposals should not be misinterpreted as a reduction in governance pressure. In 2026, companies reported that governance pressure was increasingly exerted through private engagement, withhold campaigns, and settlement negotiations before proposals reached the ballot. This underscores the importance of year-round investor monitoring and proactive disclosure practices, extending beyond mere preparation for the formal proxy season.
Governance Proposals Take Center Stage
Governance proposals were a defining feature of the 2026 proxy season, with their volume rising nearly 19% from 257 in 2025 to 305. However, average support declined to 33% from 38% in the prior year. Only 27 governance proposals (12% of those voted) achieved majority support, a significant drop from 55 (30%) in 2025.
The primary proponent, as in previous years, was individual shareholder John Chevedden, who was responsible for approximately 70% of governance proposals. His most frequently submitted topics—independent board chair (71 voted), special meeting call rights (48), and the right to act by written consent (38)—drove the volume surge. It is noteworthy that many of his proposals were omitted by companies citing the word "enduring" in his standard chair/CEO separation language as grounds for exclusion.
Despite the increase in volume, most governance proposals that went to a vote did not secure majority support. Independent board chair proposals received an average support of 24%. Proposals to allow shareholders to call special meetings averaged 40%, a recovery from 33% in 2025 and in line with the 41% recorded in 2024, with five of these proposals passing. Notable exceptions included board declassification (82% average support, with all eight proposals passing), proposals to eliminate supermajority voting requirements (56%, with seven of 14 passing), and proposals to shift director elections from plurality to majority voting (68%, with both proposals passing). These outcomes collectively reflect investors’ continued demand for structural protections and director accountability mechanisms, even as support for prescriptive mandates on board structure or composition erodes.
The surge in proposals related to written consent—quadrupling to 51 filed and 38 going to a vote in 2026, up from just 11 filed and 10 voted in 2025—is a development that warrants board attention. With average support exceeding 36%, companies that have consistently opposed such provisions without proactive engagement risk increased voting pressure heading into 2027. Boards should review their shareholder rights profiles and engage with their largest shareholders on structural rights before proposals are formally filed.
Social Proposals Continue Their Decline
Social proposals continued their multiyear contraction in 2026, with 141 filings, down 33% from 209 in 2025 and 47% from 266 in 2024. No social proposal achieved majority support for the second consecutive year, and average support among the 75 voted proposals was 11%, slightly lower than 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. AI accountability proposals averaged 6% support across eight voted proposals, consistent with prior years and signaling continued proponent interest in board-level AI governance, even as mainstream investor uptake remains limited. The proportion of social proposals filed by anti-ESG proponents continued to grow.
The ongoing decline in social proposal volume does not necessarily indicate diminished investor attention to social issues. Investors may also address political spending, AI governance, and human rights risks through direct engagement and other stewardship channels. Companies should utilize the offseason to clarify their approach to these issues and engage shareholders before the next filing season.
Environmental Proposals See Significant Drop
Environmental proposals declined to 75 filings in 2026, a 50% decrease from 150 in 2024, with none achieving majority support. Average support among the 41 voted proposals was 12%, a slight recovery from 10% in 2025 but well 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, 11%) rounded out the category.
Several factors may contribute to this continued decline. More developed corporate climate disclosures have absorbed many 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 over prescriptive environmental mandates. Political and legal uncertainty has also added friction; 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. Together, these developments may be lowering the expected payoff from broad environmental proposals and encouraging proponents to pursue narrower, company-specific requests or private engagement.
As environmental proposal volume declines, the proposals that remain tend to be more targeted and company-specific, drawing greater scrutiny as a result. Companies may wish to use offseason engagement to explain their approach to climate-risk oversight, sustainability strategy, and any material changes to environmental disclosures or targets.
Human Capital Management Proposals Contract Sharply
Human capital management proposals experienced a steep decline, with 54 proposals filed—a decrease of 58% from 129 in 2024 and 37% from 86 in 2025. Average support fell to just 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 DEI, pay equity, and racial equity proposals has weakened amid intensified legal and political scrutiny. Federal agencies have highlighted potential Title VII risks, 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.
As legal challenges to DEI programs persist and investor selectivity increases, companies should not interpret lower proposal volume as evidence that human capital issues have receded from investors’ agendas. Meaningful minority support for targeted EEO-1 disclosure and worker-rights proposals indicates that investor attention has narrowed rather than disappeared. The proposals that do reach a vote may face closer scrutiny where the request is clearly linked to material business concerns.
Executive Compensation Proposals Fall
Shareholder-submitted executive compensation proposals fell sharply in 2026, with only 22 filed—a decrease from 68 in 2025 and 75 in 2024. Of the 14 proposals that went to a vote, one received majority support. Average support was 15%, broadly consistent with the 16% recorded in 2025. The most common topics were severance limitations (seven proposals) and linking compensation to ESG performance (seven proposals, six of which were filed by anti-ESG proponents). The sharp volume decline 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.
The decline in shareholder-submitted executive compensation proposals may indicate that investors are relying more heavily on say-on-pay votes and direct engagement to express concerns about pay practices. Companies receiving below-average say-on-pay support should view the result as a signal for further engagement, particularly where shareholders have raised concerns about severance arrangements, clawbacks, discretionary awards, or the use of ESG-linked performance measures.
Proposals Filed by Anti-ESG Groups Remain Persistent
For consistency with prior-year benchmarking, this report classifies proposals in this section by proponent rather than subject. This category includes all proposals filed by groups whose broader agendas generally challenge corporate ESG, DEI, charitable-giving, or climate policies, even when the ballot item itself may address a conventional governance issue.
Anti-ESG groups filed 102 proposals in 2026, broadly consistent with 111 in 2025 and 108 in 2024. As in prior years, no anti-ESG proposal received majority support. Average support increased to 4.7% across 80 voted proposals, appearing 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 just 1.7%.
A notable development in 2026 was the National Legal and Policy Center’s 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, 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 ceased providing substantive views on most exclusion grounds, altering 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, while 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.
The growing use of conventional governance topics (including CEO/chair separation and cumulative voting) by historically anti-ESG proponents complicates the interpretation of voting results. A proposal requesting CEO/chair separation may attract support from investors focused on board accountability, even when the sponsor also uses it to criticize the CEO’s broader strategy. Boards at combined CEO/chair companies should address the proposal’s governance merits directly, explaining why their leadership structure serves shareholders rather than relying on the proponent’s identity or motivation as the principal argument against it.
Independent-Chair Proposals: A Dual Purpose
Independent-chair proposals were unusually prominent in 2026, driven by filings from both traditional governance proponents and groups more commonly associated with anti-ESG campaigns. Their rise illustrates how the same governance mechanism can serve different strategic purposes. Although these proposals remain classified by proponent for benchmarking purposes, their voting results should be interpreted in light of the underlying governance request as well as the filer’s broader agenda.
John Chevedden and the NLPC advanced similar independent-chair proposals but for different purposes. Chevedden’s filings reflected a long-standing structural preference for an independent chair, while the NLPC sometimes framed the same governance request within a broader critique of leadership accountability or the company’s strategic direction. Higher support may therefore reflect investor views on board independence rather than endorsement of proponents’ broader agendas.
Artificial Intelligence (AI) Proposals Gain Momentum
AI-related shareholder proposals continued to grow in 2026, with 24 proposals filed, up 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 the 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, while 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 continues to accelerate, shareholder scrutiny is expanding beyond responsible AI principles to encompass the broader implications of AI deployment. Companies should be prepared to address investor questions around 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 and Director Elections
Say-on-Pay Outcomes Improve
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. Of the 2,179 say-on-pay proposals voted across the Russell 3000, 410 (18.8%) fell in the 70-90% range, and only 19 (0.9%) failed—a decrease from 25 (1.1%) in 2025 and 27 (1.2%) in 2024. Across the S&P 500, 323 of 436 proposals (74%) received over 90% support, with five failed votes (1.1%).
These headline improvements coexist with persistent pockets of investor concern. 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—a persistent "watch list" zone that signals ongoing investor scrutiny of pay practices even absent an outright failure.
Companies receiving between 70% and 90% say-on-pay support should not interpret the result as an unqualified endorsement. This support range should be treated 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 Remain Strong
Directors continued to receive strong support in 2026, with support for Russell 3000 nominees averaging 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 fell 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—reflecting investors’ heightened focus on board composition, refreshment, and accountability. This pattern is consistent across multiple years and reinforces 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 Decline in Campaign Volume
Campaign Volume Shrinks
Shareholder activism campaigns directed at Russell 3000 companies declined sharply in 2026. Approximately 95 campaigns were launched in the January 1–June 30 period, a 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 reflect a combination of factors, including greater caution around 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. At the same time, lower formal campaign volume does not necessarily indicate a comparable decline in activist pressure, as more activity may be shifting toward private engagement, negotiated settlements, transaction-focused demands, and other forms of escalation that do not culminate in a full public campaign.
Exempt solicitations fell from 93% of all campaigns in 2024 to 61% in 2026. The decline in exempt solicitation use 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—but 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 will object to voluntary submissions of Notices of Exempt Solicitation by shareholders below the $5 million ownership threshold, thus limiting the use of those notices as a voluntary public-signaling mechanism. While the guidance likely accelerated the decline in voluntary exempt solicitations, the more decisive drivers appear to be the sharp contraction in overall activism volume and the shift toward higher-stakes proxy fights.
Proxy Contests Shift Towards Board Representation
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 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 an important 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 the following priorities:
- Proactive Engagement: Initiate year-round dialogue with key shareholders to understand their evolving priorities and concerns.
- Documentation and Rationale: Meticulously document all engagements and ensure a clear, legally sound rationale for all governance decisions, particularly those concerning proposal exclusions.
- Risk Assessment: Conduct thorough risk assessments related to potential shareholder proposals, activist interest, and regulatory changes.
- Board Composition and Governance: Continuously evaluate board composition, independence, and refreshment strategies, paying close attention to investor feedback, particularly concerning nominating and governance committee performance.
- Compensation Alignment: Ensure robust pay-for-performance alignment and transparent disclosure of compensation decisions, especially in areas that have historically drawn investor scrutiny.
This article is based on corporate disclosure data from The Conference Board Benchmarking platform, powered by ESGAUGE.
