More activist investors are seeking to challenge boards by asking shareholders to vote against the election of one or more directors, without the activists putting forward their own slate of candidates. These board challenges, referred to as withhold campaigns, can be carried out at a fraction of the cost of traditional proxy contests and are often a precursor to submitting a rival slate in the following proxy season. There were 33 withhold campaigns in the 12 months to June 30, 2025, up from 23 campaigns in the corresponding period a year prior, according to Diligent.

While the playbook for companies facing board challenges through rival slates is well established, communications approaches for companies facing withhold campaigns from activist investors diverge widely. All companies facing withhold campaigns seek close private engagement with their shareholders and proxy advisory firms, yet their public communications tactics span the gamut, from refraining from even acknowledging the challenge to their directors to a full-throttle defense and attacks against the activist as one would see in a proxy contest with competing slates of director nominees.

(more…)