2026 Proxy Season Review

A less predictable, more complex path to the annual meeting

The path to the annual meeting grew less predictable and more complex in 2026, not because of a single landmark change, but because of compounding shifts. Legal challenges, regulatory intervention, political scrutiny and market driven adaptation are decentralizing stewardship decision-making and reshaping how proxy votes are decided. The result is a voting environment that is less transparent, less predictable, and more procedurally complex. The effect of these developments has shifted more of the burden onto issuers and steadily increased the risk borne by the board. Therefore, ongoing and proactive shareholder engagement has become a necessity for issuers. The 2026 vote outcomes brought those implications to bear across activism, compensation, and shareholder proposals.

Activism

The Ballot Is No Longer the Battlefield

Activism remained prevalent in 2026, and after four UPC-era proxy seasons, a new set of norms has emerged: activists are surfacing earlier in the cycle, most board change is conceded through settlement rather than won at a vote, the contests that go the distance tend to be ones with binary outcomes, and management change is increasingly intertwined with campaigns.

Activism Is No Longer Confined to Proxy Season 

The campaign calendar no longer maps to proxy season: activists are increasingly surfacing earlier and more quietly, often well before the nomination deadline, in order to:

• Apply pressure privately to drive change and push for settlement without running a fight.
• Lengthen the cost and distraction of resisting, making an early settlement more appealing.
• Create a longer runway to reach terms before the advance-notice deadline.
• Give the activist’s narrative more airtime with institutions and retail holders, building pressure through public letters, media coverage, websites and vote-no threats.

Activist Campaigns Launched

Settlement Is Increasingly the Goal, but Not the End Game

UPC has made a board majority at the ballot nearly impossible while making a single seat more attainable. Of the 98 campaigns that concluded in 2026, only six (~6%) went to a shareholder vote. And of the 58 board seats activists gained, 57 came through settlement; only one was won at a contested vote.

• The few that go all the way to a vote typically have a binary outcome — an M&A or sale fight (STAAR Surgical, Genco Shipping, Pacira), gaining a seat at a controlled company (Ingles Markets), or pushing for a new strategy (Victoria’s Secret).
• Settling isn’t the end. Fights are lengthening into multi-year, multi-activist campaigns.

How Activists Won Board Seats

Evolving Activist Tactics 

• First-time activists are proliferating. Newer entrants often run more aggressive, less predictable campaigns than seasoned funds.
• Insider-led activism is increasingly prominent. Campaigns by former founders, executives, or directors change the dynamics.
• Copycat activism amplifies vulnerability. Once one activist validates a thesis, others apply the same playbook to peers.
• “Sneak attacks” remain common. Activists surface without prior warning to catch the company off guard.
• Director elections double as a signal. They are an avenue to communicate dissatisfaction with board oversight without a full proxy fight.

C-Suite Turnover Has Remained a Feature of the 2026 Season

As underperformance prompts boards to evaluate leadership, it also prompts activists to assert their view on the new leadership to be instated. Regardless of how a CEO transition is initiated, it does not shield the directors who oversaw the performance from being replaced.

• Where activists believe operational or governance concerns persist, they will hold the board accountable, pursuing director change even after a management transition is underway (Lululemon/Chip Wilson, Norwegian Cruise Line/Elliott and CarMax/Starboard).

Compensation

Don’t Let the High Support Fool You

By the headline numbers, 2026 was the strongest say-on-pay season in recent years, which is striking given it was also a year of record pay. However, strong support doesn’t signal that expectations have relaxed. In fact, expectations are rising: investors and proxy advisors are pushing for more disclosure, scrutiny of change-in-control exit packages is intensifying, and a low say-on-pay vote is increasingly an activist hook.

High Support Doesn’t Signal Relaxed Expectations

• Support rose even as pay hit records. Average support reached 92%, the highest in three seasons, even as median S&P 500 CEO pay hit a record ~$17.5M.
• Proxy advisors’ pay analysis grew more stringent. ISS extended its pay-for-performance screen from three years to five, and Glass Lewis moved from letter grades to a scorecard that, for the first time, scores realized pay (Compensation Actually Paid) against TSR directly, while both pressed for more robust CD&A disclosure.

Say-on-Pay Support

Golden-Parachute Votes Failed at Record Levels

The advisory vote on change-in-control pay has historically passed by a large margin. In 2026, that changed, as investors pushed back on outsized payouts and excise-tax gross-ups associated with M&A.

• An M&A surge drove volume. At 38 votes year-to-date, 2026 already surpasses the last two years’ combined volume.
• Support slid as failures spiked. Average support fell from ~86% in 2024 to ~74% in 2026, and a record ten votes failed (~26%).

Golden-Parachute Votes

A Weak Say-on-Pay Vote Is a Call to Activists

A weak say-on-pay vote rarely stays a pay story. It is more often an indicator of a broader concerning fact pattern, and a public signal that the board and its shareholders may not be fully aligned.

• Companies that failed say-on-pay in 2025 have drawn a follow-on activist at roughly 2.5 times the base rate, about 12% so far in 2026, versus a ~5% baseline.
• A weak say-on-pay vote without sufficient responsiveness the following year continues to carry vote risk for Compensation Committee director elections.

Activism 2.5x more likely at companies that failed say-on-pay

Shareholder Proposals

The Ballot Got Thinner; the Friction Didn’t

The defining shift for shareholder proposals in 2026 was procedural. After the SEC signaled it would generally stop ruling on no-action requests, companies grew far less likely to seek exclusion, yet the surge many expected of companies excluding proposals on their own didn’t materialize. Cost and uncertainty rose on both sides, and disputes migrated into the courts, private engagement, and director elections. Against that backdrop the proxy ballot itself grew thinner, buoyed by a handful of repeat filers who focused on governance-oriented proposals.

The No, No-Action Era

Exclusions fell, submissions stayed strong. After the SEC signaled it would generally stop ruling on Rule 14a-8 no-action requests, exclusion filings fell ~53%, which was far more than the ~15% drop in submissions. Many issuers that once would have sought relief did not: for them, the downside of a lawsuit, negative publicity, or a withhold campaign outweighed the value of exclusion.[9]

Proponents are routing around the SEC, creating new risks. They are litigating exclusions (six lawsuits this season); running “zero-slate” universal-proxy campaigns under Rule 14a-4 (BJ’s, Nexstar); and waging vote-no campaigns that recast an exclusion as a board-oversight failure (Amazon).

Rule 14a-8 Exclusion Requests (as of June15)

A Thinner, Governance-Dominated Ballot

• A thinner ballot. The number of proposals voted fell ~15% year-over-year, driven mainly by the continued decline in environmental & social (E&S) submissions.
• Concentrated, prolific proponents. ~41% of 2026 proposals came from a single filer, John Chevedden.
• Governance dominated, but majority support thinned. Governance proposals made up 60% of those voted on. Of the 217 governance proposals, 21 (~10%) passed, down from 41 of 170 (~24%) in 2025. The topics with the highest support included declassification, adopting a majority-vote standard, the right to call a special meeting, and the right to act by written consent.
• E&S proposals declined, and none passed. E&S proposals dropped to 38% of those voted on (from 46%); none of the 146 E&S proposals passed in 2026 (versus four in 2025), with average support hovering ~10%, reflecting a shift in voting guidelines that emphasize financial materiality. Within E&S, political-spending proposals remained the leading social topic, while AI emerged as a fast-growing new topic drawing growing investor attention.
• Anti-ESG proposals rose in volume. Even as overall E&S submissions fell, proposals from anti-ESG proponents climbed to roughly half of the E&S category, led by the National Center for Public Policy Research, the National Legal and Policy Center, and Bowyer Research.

Shareholder Proposals by Category

The complete publication, including disclaimers and footnotes, is available here.