The 2026 proxy season unfolds amid significant shifts in the regulatory, political, and investor landscape, reshaping how shareholder proposals are filed, evaluated, and voted. Following record activity in 2024 and a modest pullback in 2025, companies now face a proxy environment defined less by volume and more by discretion, legal complexity, and evolving investor expectations.

Trusted Insights for What’s Ahead®

• More shareholder proposals are being resolved off the ballot rather than put to a vote. Negotiation, withdrawal, and omission increasingly shape outcomes, raising the bar for proposals to advance.
• Procedural changes have materially reshaped the shareholder proposal process. Record no-action activity, the US Securities and Exchange Commission’s (SEC’s) retreat from routine staff review, and tighter rules on exempt solicitations place greater responsibility—and risk—on issuers and proponents.
• Voting outcomes are becoming less predictable as decision-making grows more contextual. Asset managers and proxy advisors continue to rely less on rigid policy frameworks and more on issuer-specific facts, disclosure quality, and demonstrated responsiveness.
• Proxy disclosure is emerging as a central stewardship tool in a more constrained engagement environment. As informal engagement and procedural guardrails narrow, clear, decision-oriented proxy disclosure plays an increasingly important role in shaping investor understanding and voting behavior.

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