Shareholder Activism – 2026 Mid-Year Review

A strong 2025 for shareholder activism has carried forward into the first half of 2026, with a variety of significant activist engagements and campaigns this proxy season. Activist campaigns have largely focused on operational, strategic, capital allocation, and governance-related improvements, with new activity in the M&A and IPO markets expected to impact activist demands and the corporate governance landscape overall. Settlement agreements remain a key means for activists to change the composition of boards of directors, and C-suite turnover prior to and following campaigns reinforces the importance of succession planning and accountability in the boardroom. The evolving regulatory environment, geopolitical uncertainty, and a shift in institutional investor engagement have also impacted this proxy season, with the growing importance of AI also playing a significant role.

We discuss a number of key developments and themes we’ve seen so far this year, and what we expect over the rest of the proxy season, below.

M&A-Related Activism

After an acceleration in M&A-related activism in the back half of 2025, accounting for a record-breaking 61% of all campaigns announced in Q4, according to Barclays, M&A accounted for 29% of new campaigns in Q1, below the four-year average of 43%. This appears to reflect a less favorable deal environment than initially anticipated – although M&A volumes rose 9.7% in Q1 2026 versus 2025 to $861.1 billion, the number of deals announced dropped by 30% from last year, according to S&P Global. High-value deals in select industries (including AI-related businesses) have dominated the 2026 season, with overall M&A activity continuing to be impacted by ongoing geopolitical and regulatory uncertainties. Instead, shareholders pivoted to calls for operational overhauls, governance improvements, capital discipline and board oversight of AI initiatives to drive improved performance.

Despite the overall deal environment, there have been several notable campaigns focused on M&A. This includes JANA Partners’ push for theme park operator Six Flags Entertainment to explore a sale and overhaul its board, Paramount’s campaign supporting its competing bid for the acquisition of Warner Bros. Discovery and support for that bid from Ancora Holdings, Starboard Value’s call for Tripadvisor to explore a sale that resulted in an agreement to add four new directors, and Elliott Management’s request that Australian gold miner Northern Star Resources conduct a strategic review and consider a possible sale. If M&A activity picks up, we expect to see activists follow suit with renewed M&A-focused campaigns.

C-Suite Turnover

Last year, activist campaigns that followed CEO departures spiked, as did CEO departures following a campaign. In line with activists’ focus in Q1 2026 on strategic and operational issues, C-suite turnover has remained a feature of this proxy season. In one sense, this should not be a surprise, as continued underperformance should lead boards to evaluate whether they have the right leadership in place, and the potential for positive change and enhanced value attracts the attention of activists. However, an important takeaway from these situations is that while transitioning away from an underperforming CEO may be viewed as a step in the right direction, directors hold a key oversight function and activists will not hesitate to hold board members accountable for their role in corporate missteps, particularly if performance, operational and/or governance concerns remain. At Lululemon, founder Chip Wilson escalated his calls for strategic change and a governance overhaul after the CEO stepped down, eventually nominating a slate of director candidates and reaching a deal with the company to add three new directors, including two from Mr. Wilson’s slate. The replacement of Norwegian Cruise Line’s CEO failed to halt Elliott Management from launching a campaign calling for comprehensive board change, and within a little over a month the company entered into an agreement with Elliott, with five new directors joining the board and four incumbents departing. Starboard Value similarly reached a compromise with CarMax for two new board seats after demanding further operational changes following the installation of a new CEO. Ultimately, activists view board-level oversight as critical to driving shareholder value and achieving long-term improvement, making the directors who presided over that underperformance targets themselves even following management change.

Regulatory Changes

The evolving regulatory landscape continues to impact companies and activists this proxy season. Following last year’s 13G/13D guidance affecting engagement between companies and investors, the SEC is proposing a number of significant rule changes in an effort to encourage companies to become and remain public, as part of its “Make IPOs Great Again” agenda. These include proposed changes to securities offering disclosure rules and a proposed rule to give public companies the option to file periodic reports on a semiannual rather than quarterly basis. If semiannual reporting becomes available as an alternative, we expect that many companies will continue to report on a quarterly basis (at least initially) or find other avenues for providing investors with material financial information, and those that do not will likely face criticism for lack of transparency, and potentially see negative implications in director elections. If the financial information flowing to investors changes, investors will need to adapt their approaches to monitoring and engaging with companies. We do not expect that would significantly affect the volume of activist activity, but it may have an impact on the timing and cadence of campaigns, and lead to changes in governance best practices promoted by institutional investors and proxy advisors.

The SEC has also proposed rule changes that would make significantly more public companies qualify for exemptions from mandatory “say-on-pay” votes, pay-versus-performance disclosures, and auditor attestations of internal controls over financial reporting. If adopted, these changes would similarly decrease the information investors have available and eliminate certain compensation-related data points that activists have historically used to help identify potential targets, gauge investor sentiment and support their campaigns. For most proxy campaigns involving seasoned activists, however, executive compensation is just one of the multitude of issues that activists can point to while making their case for change, with concerns surrounding performance, strategy, operations, capital allocation and governance remaining at the forefront.

IPO Governance

The IPO market is buzzing with plans for a massive offering from SpaceX, and potential offerings from AI developers Anthropic and OpenAI. For SpaceX, this has provided an opportunity for its founder Elon Musk to install corporate governance provisions that cement his control over the company indefinitely, even after significantly reducing his economic stake. Key features of SpaceX’s concerning governance profile include a dual-class stock structure with super-voting shares giving Musk the power to control the outcome of any shareholder vote, including the election and removal of directors, along with provisions that take full advantage of Texas’ pro-business statutory framework to limit shareholder rights, including by imposing holding and ownership requirements for submitting certain shareholder proposals. Although SpaceX and other potential mega-IPOs are unique in their ability to dictate terms to potential investors (like the IPOs of the predecessors to Alphabet and Meta, which also involved dual-class stock structures), we expect that their corporate governance provisions will be a reference point for other companies going public or overhauling their governance in a transformative transaction, and will lead to increased scrutiny among investors and policymakers on the optimal governance packages for new public companies.

New Landscape for Shareholder Engagement and Voting

As regulatory changes, technological developments and new voting dynamics continue to emerge, activists and companies have had to meaningfully re-evaluate how they engage with investors, including both institutions, which continue to hold massive voting power across the market, and retail investors, who have drawn increasing attention in recent years. Activists have increasingly embraced digital media strategies to get out their message, communicate with investors and build momentum for their campaigns, particularly through the use of social media and podcasts. Jana Partners’ work with Travis Kelce on its investment in Six Flags Entertainment showed another way to make investors take notice in a crowded media environment. On the company side, ExxonMobil made waves at the end of last year when it announced it had received no-action relief from the SEC with respect to a proposed retail voting program giving its retail shareholders the option to auto-vote in accordance with its board’s recommendations on any matter at any future shareholder meeting. Although ExxonMobil’s program remains an outlier for now, it is worth watching whether other issuers attempt adopting the same or a similar program, and whether it is endorsed by regulators and/or key institutions.

We also have seen institutional investors change the way they engage with their clients in the face of mounting pressure to demonstrate independence in making voting decisions. JPMorgan introduced an internal proxy voting platform in January that would replace its reliance on proxy advisory firms entirely, using AI to aggregate and analyze annual meeting data to help make its own voting decisions. Wells Fargo rapidly followed suit, rolling out a proprietary proxy voting service that began directing its own custom voting policy this season, using Broadridge’s technology platform. And in March, Broadridge announced a pass-through voting program for eligible asset managers, with Vanguard the first to participate. We expect to continue to see changes in investor engagement and voting moving forward as companies and investors adapt to regulatory developments and advancements in AI.