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2026 Proxy Season: Shareholder Proposals

Posted by Zally Ahmadi, D.F. King, on

Monday, August 31, 2026

board accountability, Institutional Investors, Investor Relations, Proxy season, regulatory trends, retail shareholders, Rule 14a-8, shareholder engagement, Shareholder proposals
More from: Zally Ahmadi, D.F. King

Zally Ahmadi is Managing Director, Governance Advisory at D.F. King. This post is based on her D.F. King memorandum.

This post is the first part of D.F. King’s 2026 Proxy Season debriefing report.

Shareholder Proposals

Proposals submissions on the decline, support remains steady.

Total number of proposals filed in 2026 is down nearly 25% from 2025 and is at the lowest level we have seen over the past decade.
Governance proposal numbers surged, while Environmental, Social and Compensation-related proposals saw decreased numbers across the board.
Majority of top shareholder proposal types submitted experienced steady, if not increased, support levels.

SEC Completes Its Exit from Rule 14a-8 Review

Posted by Ferrell Keel, Joel May, and Kim Pustulka, Jones Day, on

Monday, August 31, 2026

No-action letters, Rule 14a-8, SEC, SEC Guidance, Securities regulation, Shareholder proposals
More from: Ferrell Keel, Joel May, Kim Pustulka, Jones Day

Ferrell Keel, Joel May, and Kim Pustulka are Partners at Jones Day. This post is based on a Jones Day memorandum by Ms. Keel, Mr. May, Ms. Pustulka, Amy Pandit, and Mike Solecki, all at Jones Day.

In Short

The Situation: On August 14, 2026, the SEC’s Division of Corporation Finance (the “Division”) announced it will no longer respond to companies’ “no-objection” requests under Rule 14a-8, effective immediately. The Division also stated it would no longer respond to Rule 14a-8 “no-action” requests under Rule 14a-8(i)(1) (the “improper under state law” exclusion), effective immediately. With this final step, the Division ended decades of informal staff guidance on shareholder proposal exclusions.

The Result: To exclude shareholder proposals from its proxy materials, a company will still need to comply with Rule 14a-8(j)’s notice requirements by filing an explanation of why the company believes that it may exclude the proposal with the Commission at least 80 calendar days before filing its definitive proxy statement.

Looking Ahead: Although the shareholder proposal process has evolved significantly in the past two years, companies should brace for more change. Not only does “Shareholder Proposal Modernization” remain on the SEC’s Reg Flex Agenda, but Chair Atkins has also stated his view that shareholder proposals may be more appropriately governed by state law. Taken together, these developments reflect a steady erosion of the SEC’s historic role in the shareholder proposal process.

Securities Class Action Trends: AI Filings Surge, Alleged Losses and Settlement Values Climb

Posted by Tijana Brien, Brett De Jarnette, and Brian French, Cooley LLP, on

Sunday, August 30, 2026

Tijana Brien, Brett De Jarnette, and Brian French are Partners at Cooley LLP. This post is based on a Cooley memorandum by Ms. Brien, Mr. De Jarnette, Mr. French, and Bingxin Wu, all at Cooley LLP.

Two leading consulting and expert firms – Cornerstone Research and NERA – recently released reports on securities class action filings and settlements in the first half of 2026. Both reported a notable upturn in filing activity and meaningful increases in alleged investor losses and settlement values.

Cornerstone’s reports observed a significant rise in the number of filings and potential investor losses compared to H2 2025, driven by filings related to AI, as well as an increase in both the number and value of settlements. NERA’s report – which covers both case filings and resolutions – observed a slight decline in securities class action dismissals. Both firms also identified new filing trends involving tariff-related allegations and pump-and-dump market manipulation, discussed further below.

Comment Letter on the SEC’s Proposal to Modify Emerging Growth Company Accommodations and Filer Status Classifications

Posted by Maureen McNichols (Stanford GSB) and Joe Schroeder (University of Indiana), on

Saturday, August 29, 2026

accelerated filers, Comment letters, EGCs, emerging growth companies, filer status, Financial reporting, ICFR, nonaccelerated filers, SEC, SEC rulemaking
More from: Maureen McNichols

Maureen McNichols is the Marriner S. Eccles Professor of Accounting and Public and Private Management at Stanford Graduate School of Business (GSB) and Joe Schroeder is a Professor of Accounting at University of Indiana. This post is based on a comment letter by a group of professors, former regulators, and accounting and audit practitioners, submitted to the U.S. Securities and Exchange Commission regarding the SEC’s proposal on Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies.

This post is based on a comment letter submitted to the SEC regarding the SEC’s proposal on Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies, by 115 signatories, including professors, former regulators, and accounting and audit practitioners. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts, followed by the full list of signatories.

Director Compensation Is Up, But Not For Leadership Roles

Posted by Matthew Vnuk, Kyle White, and Cedrick Jean-Louis, Compensation Advisory Partners, on

Friday, August 28, 2026

board compensation trends, Board leadership, Board of Directors, cash retainers, committee chair compensation, Director compensation, director pay, Equity Compensation, Executive Compensation, lead director, non-executive chair
More from: Cedrick Jean-Louis, Kyle White, Matthew Vnuk, Compensation Advisory Partners

Matthew Vnuk is a Partner, Kyle White is a Senior Associate, and Cedrick Jean-Louis is a Senior Analyst at Compensation Advisory Partners. This post is based on their CAP memorandum.

Each year, CAP analyzes non-employee director compensation programs among the 100 largest US public companies. These companies are trendsetters and can provide early insights into evolving pay practices across the broader public company marketplace. This report reflects a summary of pay levels, pay practices, and trends based on the most recent (2026) proxy disclosures for these 100 companies.

Weekly Roundup: August 21-27, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on

Friday, August 28, 2026

Weekly Roundup
More from:

This roundup contains a collection of the posts published on the Forum during the week of August 21-27, 2026

AI Governance for Private Companies

Posted by Hillary Flynn, Drew Morales, and Courtney Hugger, Wellington Management, on Friday, August 21, 2026

Tags: AI, AI compliance, AI Governance, AI regulation, AI risk management, Artificial intelligence, Generative AI, private companies, Private equity, private markets, Responsible AI

2026 Proxy Season Review: Structural Change in a Lower-Volume Season

Posted by Matteo Tonello, The Conference Board, Inc., on Saturday, August 22, 2026

Tags: 2026 proxy season, anti-ESG, dei, ESG, Executive Compensation, Governance proposals, Human capital management, pay equity, Proxy season, Proxy voting, Rule 14a-8, Say on pay, SEC, SEC no-action process, shareholder proposal exclusions, Shareholder proposals, Shareholder voting

The Strategic Blind Spots Attracting Shareholder Activists

Posted by Victoria Tellez, FCLTGlobal, on Sunday, August 23, 2026

Tags: activist campaigns, activist investors, board effectiveness, Board governance, Board oversight, corporate strategy, investor activism, long-term strategy, Long-Term Value Creation, Shareholder activism, strategic oversight

Delaware and New York State Courts Reject Unusual Theory Under the Securities Act

Posted by Amy D. Roy, Robert A. Skinner, and Cole A. Goodman, Ropes & Gray LLP, on Monday, August 24, 2026

Tags: delaware, Delaware courts, Delaware law, GAAP, Investment Company Act, Mutual Fund Accounting, Mutual funds, NAV, Net Asset Value, New York Courts, Section 11, Section 12(a)(2), Securities Act, Securities litigation, Securities regulation

Splitting Caremark’s Atom

Posted by Ryan Bubb (USC) and Gabriel Cohen (U.S. District Court, Eastern District of PA), on Monday, August 24, 2026

Tags: Agency costs, Board monitoring, Caremark, Corporate compliance, delaware, Delaware law, duty of obedience, Duty of oversight, Public enforcement

2026 Board Index Director Snapshot

Posted by George Anderson and Rebecca Thornton, Spencer Stuart, on Monday, August 24, 2026

Tags: Board composition, board diversity, Board of Directors, Board refreshment, board succession planning, director diversity, director recruitment, director succession, independent directors, new directors, S&P 500, women directors

Delaware Court of Chancery Examines Fiduciary Duties of PBC Directors in a Change-of-Control Transaction For the First Time

Posted by Susan H. Mac Cormac, Michael Santos, and Michael G. O’Bryan, Morrison & Foerster LLP, on Tuesday, August 25, 2026

Tags: Board of Directors, change-of-control transactions, delaware, Delaware law, DGCL Section 365, enhanced scrutiny, Fiduciary duties, M&A, PBC directors, PBCs, Public benefit corporations, Revlon

Seven Questions Boards Should Ask After the 2026 Proxy Season

Posted by Lee Henderson and Jamie Smith, EY, on Tuesday, August 25, 2026

Tags: 2026 proxy season, AI, AI Governance, Artificial intelligence, Board composition, Board of Directors, Board oversight, director elections, Executive Compensation, Institutional Investors, Investor Engagement, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting, Stewardship

Delaware Court of Chancery Reinforces Limits on Oversight Liability; Stresses Importance of Conscientious Board Oversight

Posted by Sharon L. Nelles, Leonid Traps, and Oliver W. Engebretson-Schooley, Sullivan & Cromwell LLP, on Wednesday, August 26, 2026

Tags: bad faith, Board oversight, Business judgment rule, Caremark doctrine, compliance and risk management, delaware, Delaware Court of Chancery, Delaware law, directors’ duties, Duty of loyalty, Fiduciary duties, oversight liability

Deprogramming Corporations

Posted by Mariana Pargendler (Harvard Law School), on Wednesday, August 26, 2026

Tags: corporate law, deprogramming, L&E, Law and Economics

Rethinking the Use of Performance Share Units

Posted by Sam Gutenmacher, Semler Brossy, on Wednesday, August 26, 2026

Tags: Compensation committees, Equity Compensation, Executive Compensation, executive pay, Incentive Compensation, Long-Term Incentive Plans, Pay for performance, Performance Share Units, PSUs, Restricted Stock Units (RSUs), Stock options

FinCEN Permanently Eliminates BOI Reporting Requirements for US Companies and US Persons

Posted by Matthew Bisanz, Brad A. Resnikoff, and Marcella Barganz, Mayer Brown LLP, on Thursday, August 27, 2026

Tags: AML, anti-money laundering, beneficial ownership information, beneficial ownership reporting, BOI reporting, Corporate compliance, Corporate Transparency Act, Financial regulation, FinCEN, Regulatory Compliance

2026 Proxy Season Global Trends: Boards of Directors

Posted by Brianna Castro, Ayşen Çelikmen, and Federica Soro, Glass, Lewis & Co., on Thursday, August 27, 2026

Tags: AI Governance, Board composition, board diversity, Board oversight, Boards of Directors, cybersecurity oversight, director elections, Gender Diversity, Proxy season, Proxy voting, racial and ethnic diversity, shareholder dissent, Shareholder voting

2026 Proxy Season Global Trends: Boards of Directors

Posted by Brianna Castro, Ayşen Çelikmen, and Federica Soro, Glass, Lewis & Co., on

Thursday, August 27, 2026

Brianna Castro is the Vice President, Ayşen Çelikmen is a Senior Analyst, and Federica Soro is a Senior Manager at Glass, Lewis & Co. This post is based on a Glass Lewis memorandum by Ms. Castro, Ms. Celikmen, Ms. Soro, Decky Windarto, Troy McKeown, and Naoko Ueno, all at Glass, Lewis & Co.

Key Takeaways

Cybersecurity oversight is now nearly universal at large cap companies. Defined board oversight of AI is emerging quickly, but still lags behind.
Shareholder voting on board elections remained largely consistent in North America.
While average opposition levels remained minimal among large European companies, instances of significant voting dissent on director elections more than doubled.
Most large-cap European and UK companies met new rules on gender balance, however, executive diversity remains below board-wide levels across Europe.
Board racial/ethnic diversity increased among North American and UK companies, but the trend of fewer U.S. companies providing aggregate or individual director reporting continued.

FinCEN Permanently Eliminates BOI Reporting Requirements for US Companies and US Persons

Posted by Matthew Bisanz, Brad A. Resnikoff, and Marcella Barganz, Mayer Brown LLP, on

Thursday, August 27, 2026

AML, anti-money laundering, beneficial ownership information, beneficial ownership reporting, BOI reporting, Corporate compliance, Corporate Transparency Act, Financial regulation, FinCEN, Regulatory Compliance
More from: Brad Resnikoff, Kelly Truesdale, Lorenz Taets, Marcella Barganz, Matthew Bisanz, Mayer Brown

Matthew Bisanz and Brad A. Resnikoff are Partners and Marcella Barganz is a Counsel at Mayer Brown LLP. This post is based on a Mayer Brown memorandum by Mr. Bisanz, Mr. Resnikoff, Ms. Barganz, Lorenz A. Taets, and Kelly F. Truesdale, all at Mayer Brown LLP.

On August 11, 2026, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a final rule (the “Final Rule”) that permanently removes the requirement for US companies and US persons to report beneficial ownership information (“BOI”) to FinCEN under the Corporate Transparency Act (the “CTA”). The Final Rule was published in the Federal Register on August 14, 2026, and became effective immediately upon publication.

The Final Rule adopts all of the changes made on an interim basis in the interim final rule issued on March 26, 2025 (the “IFR”) as permanent changes. As discussed in our prior Legal Update, such changes narrowed FinCEN’s beneficial ownership information reporting requirements to apply only to foreign entities registered to do business in the United States. Specifically, the Final Rule confirms the elimination of reporting obligations for millions of US small businesses, resolves open questions flagged in our prior Legal Updates regarding FinCEN identifiers and company applicants, and announces the planned deletion of previously reported US person data from FinCEN’s BOI IT system (the “BOI IT System”). The Secretary of the Treasury’s issuance of the Final Rule cements its exercise of statutory exemptive authority under the CTA and the Bank Secrecy Act more generally.

Rethinking the Use of Performance Share Units

Posted by Sam Gutenmacher, Semler Brossy, on

Wednesday, August 26, 2026

Compensation committees, Equity Compensation, Executive Compensation, executive pay, Incentive Compensation, Long-Term Incentive Plans, Pay for performance, Performance Share Units, PSUs, Restricted Stock Units (RSUs), Stock options
More from: Michelle Metros, Sam Gutenmacher, Semler Brossy

Sam Gutenmacher is a Consultant at Semler Brossy. This post is based on a Semler Brossy memorandum by Mr. Gutenmacher and Michelle Metros, formerly at Semler Brossy.

While many of the practices discussed are, and should remain, prominent components of pay programs, shifting investor preferences and macroeconomic challenges make this a good time for compensation committees to review their current programs and ensure they’re still the best option to drive both pay-for-performance alignment and long-term value creation. In this article, we take a comprehensive, thought-provoking look at areas of the executive pay status quo to explore why they became industry standards, how you can determine if they’re right for your organization, and several alternative models that are emerging.

Deprogramming Corporations

Posted by Mariana Pargendler (Harvard Law School), on

Wednesday, August 26, 2026

corporate law, deprogramming, L&E, Law and Economics
More from: Mariana Pargendler

Mariana Pargendler is the Beneficial Professor of Law at Harvard Law School. This post is based on her working paper.

The 2024 and 2025 reforms of Delaware corporate law passed with unprecedented speed, and Texas and Nevada now compete in an overt race to laxity. Whatever one makes of these developments, most of the existing contestation focuses on the effects on agency costs and shareholder value. That is the vocabulary prevailing frameworks make available, and it is a weak hand to play when stock prices are rising. In a new essay, Deprogramming Corporations, I examine how this impoverished vocabulary is a product of the dominant lenses I call “programming”: prevailing analytical frameworks that artificially narrow corporate law’s scope in ways that misdescribe real-world developments and foreclose normative contestation.

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2026 Proxy Season: Shareholder Proposals

Shareholder Proposals

SEC Completes Its Exit from Rule 14a-8 Review

In Short

Comment Letter on the SEC’s Proposal to Modify Emerging Growth Company Accommodations and Filer Status Classifications

Director Compensation Is Up, But Not For Leadership Roles

Weekly Roundup: August 21-27, 2026

AI Governance for Private Companies

2026 Proxy Season Review: Structural Change in a Lower-Volume Season

The Strategic Blind Spots Attracting Shareholder Activists

Delaware and New York State Courts Reject Unusual Theory Under the Securities Act

Splitting Caremark’s Atom

2026 Board Index Director Snapshot

Delaware Court of Chancery Examines Fiduciary Duties of PBC Directors in a Change-of-Control Transaction For the First Time

Seven Questions Boards Should Ask After the 2026 Proxy Season

Delaware Court of Chancery Reinforces Limits on Oversight Liability; Stresses Importance of Conscientious Board Oversight

Deprogramming Corporations

Rethinking the Use of Performance Share Units

FinCEN Permanently Eliminates BOI Reporting Requirements for US Companies and US Persons

2026 Proxy Season Global Trends: Boards of Directors

2026 Proxy Season Global Trends: Boards of Directors

Key Takeaways

FinCEN Permanently Eliminates BOI Reporting Requirements for US Companies and US Persons

Deprogramming Corporations

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