Monthly Archives: August 2026

Tracking Shareholder Proposals and Company Exclusions: Post-Season Observations

Jason Holt is a Senior Analyst, Sam Purcell is a Senior Analyst, and Dimitri Zagoroff is a Senior Editor at Glass, Lewis & Co. This post is based on their Glass Lewis memorandum.

Key Takeaways

  • Amid a multi-year decline in shareholder proposal volumes, the SEC’s decision to step away from the no-action process appears to have buoyed the number of proposals going to a vote this year.
  • Issuers have been increasingly sophisticated in targeting proposal exclusions, with individual activist proponents much more likely to get pushback than institutional investors.
  • The mix of different topical categories covered by shareholder proposals targeted for exclusion largely mirrored that of proposals that went to a vote.
  • A major dropoff in compensation proposals, along with continued declines in E&S, contributed to increasing focus on governance topics.
  • So-called “anti-ESG” proponents were active across the board, submitting more environmental and social proposals while also contributing to a wave of requests for the separation of chair and CEO roles.

How has the SEC’s new approach to no-action requests[1] impacted the shareholder proposal landscape? It’s a question that Glass Lewis has monitored all year.

With the 2026 U.S. proxy season now complete, some notable trends have emerged. In the third instalment of our series on shareholder proposals and company exclusions, we share what we’ve observed at meetings held through June 30.

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ISS Annual Policy Survey Signals 2027 Changes: Flexibility On the Horizon?

Lyuba Goltser and Kaitlin Descovich are Partners at Weil, Gotshal & Manges LLP. This post is based on their Weil Gotshal memorandum.

Institutional Shareholder Services (ISS) has launched its annual policy survey (available here) to help inform potential changes to its voting policies in advance of the 2027 proxy season. The survey seeks feedback on, among other matters, semiannual reporting, reincorporation and say-on-pay responsiveness. Survey questions of interest that are relevant to U.S. companies and investors are summarized below. ISS survey responses are due by August 14, 2026, at 5 p.m. (Eastern time). More information on the policy development processes of ISS is available here.

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Gaining Decision Leverage with CEO Progression: What Boards, CEOs, and CHROs Need to Know

Margot McShane co-leads the Board & CEO Advisory practice, and Hetty Pye is a senior member of the Board & CEO Advisory practice at Russell Reynolds Associates. This post is based on their Russell Reynolds memorandum.

CEO succession is one of the most consequential leadership decisions an organization will make. It shapes the enterprise’s strategy, culture, investor credibility, leadership continuity, and long-term performance. Yet too often, succession planning starts too late, narrows too quickly, and defines the next CEO through the lens of what has worked before, rather than what the business will need next.

That model is increasingly inadequate. The CEO mandate has expanded well beyond operating performance, requiring leaders who can navigate volatility, transformation, stakeholder scrutiny, and ambiguity. At the same time, confidence in current succession approaches remains low: only 8% of boards plan CEO succession more than five years in advance, and only 44% believe their succession processes will yield a successful candidate.

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5 Strategies to Strengthen Corporate Governance

Jon Solorzano is a Partner at Vinson & Elkins LLP. This post is based on his Vinson & Elkins memorandum.

1. Update Your Disclosure Playbook

Major investors are increasingly using AI to decide how to vote proxies, and JPMorgan’s industry-first decision to replace its external proxy advisors with an in-house AI tool signals that the trend is accelerating. Coupled with the SEC’s renewed focus on materiality and streamlined disclosure under Regulation S-K, this new environment calls for a new disclosure playbook.

Companies should now draft disclosures with both human and AI readers in mind, delivering concise, decision-useful information that reasonable investors would deem important and presenting disclosure in machine-readable formats. They should also monitor developments around shareholder proposals and track how major shareholders vote. As AI-driven analyses increasingly shape first impressions of regulatory filings, past voting patterns could become a less reliable indicator of future votes.

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Petition on SEC Rule 14a-8 Reform

Sanford Lewis is the Director at Shareholder Rights Group. This post is a based on a Shareholder Rights Group rulemaking petition by Mr. Lewis, Steven Rothstein, Dave Wallack, Josh Zinner, Thomas DiNapoli, and Bryan McGannon.

I. Introduction

The undersigned submit the following pursuant to 17 CFR § 201.192(a) (Rule 192(a) of the Commission’s Rules of Practice) and Section 553 of the Administrative Procedure Act.

Petitioners request that the Commission, in any rulemaking to amend Rule 14a-8 under the Securities Exchange Act of 1934 (“the Rule”), largely retain the Rule, which has, over the course of many decades established and refined a balance among issuers, proponents, and the voting shareholders whose capital is at stake.

The petition addresses both the no-action process as well as the underlying exclusion and procedural rules. We urge that both be retained and staff review be restored effective immediately.

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What You are Likely to Hear in the Boardroom: Boardroom Decisions Shaping Compensation Strategy

Steve DeMaria is a Consultant and Lane Ringlee is a Partner at Pay Governance LLC. This post is based on their Pay Governance memorandum.

Key Takeaways

Compensation committees are increasingly focused on how executive compensation programs support talent, leadership, and long-term business strategy given the volatile external environment. This Part 2 of our two-part Viewpoint series explores several emerging trends shaping boardroom discussions, including:

Compensation Design and Program Evolution

  1. Stick with PSUs or “Go Long”?
  2. Evolution from ESG Metrics to Broader Human Capital Focus

Talent, Governance, and Organizational Priorities

  1. Differentiating High Performers and Top Skills
  2. Navigating Shifts to Split Leadership Structures
  3. Continued Focus on Executive Security

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