2026 U.S. Proxy Season in Focus: Shareholder Proposals

Introduction

The 2026 U.S. proxy season marked another period of significant change in shareholder proposal activity. While environmental and social (E&S) proposal volumes continued to decline sharply, governance-related proposals proved more resilient, increasing modestly from the prior year and accounting for a larger share of overall shareholder-sponsored resolutions. These developments unfolded against an evolving regulatory backdrop following changes to the SEC staff’s approach to shareholder proposal exclusions, as well as a broader reassessment of stewardship priorities by both proponents and investors. Voting outcomes suggest that shareholders remain willing to support proposals linked to established governance principles, while support for most E&S proposals remains well below their early 2020s peak despite signs of stabilization in certain issue areas. Together, these trends provide insight into how many investors are calibrating their issuer engagement and voting approaches amid changing market, regulatory, and political dynamics.

U.S. Governance-related Shareholder Proposals

Proposals On Ballot

The number of governance-related shareholder proposals on the ballot at US companies increased 7 percent in 2026, contrasting with a significant decline in the number of proposals on environmental and social topics. This was due in part to a shift in focus among certain shareholder proponents away from E&S proposals and toward governance proposals – also observed in 2025 – and in part to a lower rate of exclusion of governance proposals by targeted companies, compared to E&S proposals.

Key Topics

The most prevalent governance shareholder proposal topic in 2026 was independent board chair (although a handful of these proposals called for separating the board chair and CEO roles without specifying that the chair should be independent). 71 such proposals appeared on US company ballots in the first half of 2026, as long-time governance shareholder proponent John Chevedden was joined by activist groups on both the left and right. Although board leadership is a core governance concern and there is extensive precedent for such proposals, with hundreds if not thousands having gone to a vote over the past few decades, a few companies seized on certain language in Chevedden’s proposals – calling on the company to adopt an “enduring policy” that the board chair be independent – to exclude the proposals, arguing that they impermissibly restricted the board’s flexibility to choose the most appropriate person to serve as chair.

None of the proposals on board leadership received majority support in 2026, though the proposal at West Pharmaceutical Services came close, with 46.4 percent support. The relatively strong support may have been because WST Chairman and CEO Eric Green had recently announced his intention to resign upon appointment of a successor, meaning that shareholders could support an independent chair policy without it being seen as a referendum on the current CEO or chair.

The second and third most common governance proposal topics in 2026 were special meeting rights and written consent, with 48 and 38 proposals respectively. Several such proposals received majority support, including a special meeting proposal at HubSpot, Inc. and a written consent proposal at Wyndham Hotels & Resorts.

As in prior years, the governance shareholder proposal topics receiving the highest average support were board declassification (82.7 percent) and elimination of supermajority vote requirements (56.4 percent). Conversely, the governance proposal topic with the lowest rate of support was cumulative voting. The seven cumulative voting proposals on ballots in 2026 received an average of 3 percent support, with none polling higher than 4 percent.

Proposals calling for the elimination of a dual-class capital structure continued to receive strong support from public shareholders of companies with such structures. In 2026, there were eight such proposals on ballot; as well as seven proposals calling for disclosure of voting results on a class-by-class basis. Although the latter would be far easier to implement, as class-by-class disclosure would not require the holders of high-vote shares to agree to relinquish any of their power, the average support for such proposals (17.3 percent) trailed the support rate for proposals seeking to eliminate the dual-class structure altogether (28.4 percent). It is unclear whether investors feel that class-by-class disclosure is unnecessary because they can do the math themselves (in certain cases), or whether this is simply an example of a new proposal topic for which investors have yet to formulate a voting policy.

While governance proposal activity remained relatively resilient in 2026, the trajectory of environmental and social proposals was markedly different. E&S proposal filings, ballot appearances, and overall levels of shareholder support continued to decline, reflecting both changes in the regulatory environment and evolving investor approaches to these topics. U.S. E&S Issues and Shareholder Proposals Proposals Filed and On Ballot In 2026, for the second consecutive year, the number of environmental and social shareholder proposals submitted and those that made it on to the proxy statements of U.S. public companies decreased significantly. As of June 30, 2026, 275 E&S proposals were submitted and, of these, 162 made it to ballots. Comparatively, at this same time in 2025, 482 such proposals were filed and 239 went to a vote, representing about a 43 percent decrease in filings from 2025 to 2026. This follows a significant decrease from the previous year as well, when 605 E&S proposals had been filed and 389 had made it onto ballots at the same time in 2024. Overall, in two years, both E&S proposal submissions and proposals on ballot fell by 58 percent. In December 2025, the SEC Staff suspended providing substantive guidance on the grounds on which a company could omit a shareholder proposal based on criteria under 14a-8. This change marked a departure from years of historical practice related to shareholder proposals and positioned shareholder proponents and companies in uncharted territory. These changes appear to have propelled proponents to engage in private negotiations with companies, leading to fewer public filings of E&S shareholder resolutions. Other factors for the drop in submissions may include the current political environment, the evolving regulatory landscape, a multi-year decline in shareholder support of E&S proposals, and improved disclosures by many of the S&P 500 companies that have historically been the most likely to receive shareholder proposals.

The decline in proposal volume was only one part of the story. Equally important was how proposals

progressed through the shareholder proposal process, including the rates at which resolutions were

withdrawn following engagement with companies or omitted from ballots altogether.

Withdrawals & Omissions

The number of E&S proposals that were withdrawn by proponents continued to decline for the third consecutive year. As of June 30, 2026, 54 proposals were withdrawn, compared to 132 withdrawn at the same time in 2025. The big drop is most likely due to the significant decrease in the submissions of E&S proposals this year. Another factor contributing to the recent falling number of withdrawals is likely the decreased willingness by targeted companies to negotiate with proponents due to expectations of lower support for E&S proposals based on recent vote outcomes. This is most likely the case with the large volume of so-called anti-ESG proposals that have made it onto ballots.

The omission rate of E&S proposals, which surged in 2025 as a result of the SEC’s issuance of Staff Legal Bulletin (SLB) 14M, stayed at about the same level in 2026. This high rate of omissions continued primarily due to the SEC’s decision to suspend providing responses to companies’ no action letters. While the omission rate was high, the actual number of omissions decreased significantly, from 111 to 59, mainly owing to the low number of E&S proposals filed this year.

Vote Results

The overall average support for E&S shareholder proposals declined for the fifth consecutive year. As of June 30, 2026, E&S proposals received 9.7 percent average support, down from 10.6 percent average support at the same time in 2025 and 15.5 percent at the same time in 2024. These vote results include the results for so-called “anti-ESG” proposals, which have received significantly lower levels of support, and thus have contributed to the overall decline in support of E&S proposals. After filtering out the “anti-ESG” proposals, it appears that support for pro-E&S proposals slightly improved in 2026, rising from 14.3 percent average support at the same time last year to 15.2 percent average support in 2026.

The overall decline in average support continues the trend seen since 2022. In addition to the low support for the rising number of anti-ESG proposals, one of the factors affecting the decline in average support is that more proposals that got on ballot were considered to be prescriptive and/or less likely to lead to enhancement of long-term shareholder value. Another contributing factor is likely the pullback by some investors in supporting certain proposals they previously supported, simply due to a reassessment of the merits of the proposals or due to fear of a politically motivated backlash. Lastly, because of the general improvement in disclosure by companies, particularly S&P 500 companies, some investors may be finding current disclosure to be sufficient to understand how companies are addressing certain risks.

Reflecting the year-over-year decline in average support for E&S proposals, no E&S proposals received majority support as of June 30, 2026, compared to five at the same time last year, which was also the total for the full calendar year in 2025.

Key Topics

The most common E&S shareholder proposal topics filed this year were: Climate Change; Political Spending; Diversity, Equity, and Inclusion (in which category DEI-skeptical proposals outnumbered pro-DEI proposals); Human Rights; and AI-related proposals.

“Anti-ESG” proposals were filed again in high numbers and collectively became the most filed type of E&S proposal. A significant portion of these focused on either alleged discriminatory impacts of DEI initiatives, or alleged discrimination based on customers’ or workers’ religious and political views. Also, a significant portion questioned the business purpose and fiduciary rationale of climate commitments and sustainability initiatives undertaken by companies. As in previous years, these types of proposals received low support from shareholders, averaging about 1.6 percent support.

Among pro-E&S proposals, Other Environmental Issues (non-climate change) was the most frequent
topic. These proposals mostly focused on risks related to plastic packaging waste, as well as risks
related to the impacts of companies’ operations on biodiversity and nature, such as deforestation and
the adverse impacts of pesticides. A significant portion of these were withdrawn after negotiations, and the remaining ones on ballot received 15.7 percent average shareholder support.

These were followed closely by political spending and climate change-related proposals. Political spending proposals were primarily comprised of requests for more transparency of corporate political contributions and led investor support among E&S proposals, averaging 27.5 percent support. The majority of climate-related shareholder proposals on ballot in 2026 requested companies to report their GHG emissions and/or GHG emissions reduction efforts and targets. Several proposals asked companies to specifically report on the impacts of their AI-driven data center expansions and how they plan to meet their stated GHG emissions reduction targets. Climate-related proposals received 18.2 percent average support from shareholders this season through late June, up from 12.1 percent average shareholder support in 2025.

In keeping with recent trends, artificial intelligence remained an emerging area of importance for shareholder engagement. As of June 30, 18 AI-related proposals were filed at major companies, averaging 7.8 percent support, a slight drop from 10.4 percent support seen at a similar point in 2025. After omissions and withdrawals, 13 AI-related proposals appeared on ballots, ranging broadly by topic. In addition to ones focused on the impact of data center expansions, these proposals covered the impacts of AI on data privacy and protection, misinformation, and workforce composition.

Pro-DEI proposals continued to decline in both frequency and average shareholder support from 17 proposals at 15.8 percent average support in 2025 to only 7 proposals at 12 percent average support in 2026. The drop in the number of these proposals that were filed has occurred after the 2023 U.S.
Supreme Court ruling that race could no longer be considered as a factor in university admissions, and the 2025 executive orders issued by President Donald Trump aiming to end DEI programs throughout the federal government, revoking numerous DEI-related executive orders issued by previous Administrations, and directing departments and agencies to take actions to end private sector DEI programs.

Taken together, the 2026 proxy season demonstrated that shareholder proposal support level is becoming increasingly concentrated around issues perceived by investors as having a clear connection to governance, oversight, accountability, or long-term value creation. While proposal volumes declined in several areas, voting outcomes suggest that investors continue to support resolutions that they view as addressing identifiable company-specific risks or information gaps.

Conclusion

The 2026 proxy season highlighted a continued divergence between governance and E&S shareholder proposal activity. Governance proposals benefited from enduring investor interest in board accountability and shareholder rights, with topics such as board declassification, special meeting rights, and the elimination of supermajority voting requirements continuing to attract meaningful support. By contrast, E&S proposal filings and ballot appearances declined substantially for a second consecutive year, reflecting a combination of regulatory developments, shifting engagement strategies, evolving political considerations, and changing investor expectations.

At the same time, voting results suggest a more nuanced picture than headline figures alone imply. Although average support for E&S proposals remained low and no proposal achieved majority backing through mid-year, support for certain topics—including political spending transparency and some climate-related requests—proved relatively durable, particularly where investors identified company-specific governance, oversight, or risk-management concerns. Emerging issues such as artificial intelligence also continued to gain attention, albeit from a low base. Looking ahead, the 2026 season suggests that investors are increasingly differentiating among proposal topics, favoring resolutions that are viewed as directly relevant to long-term shareholder value, governance oversight, and risk management while applying greater scrutiny to more prescriptive requests. As a result, proposal quality, framing, and company-specific context may become increasingly important determinants of voting outcomes in future proxy seasons.