KEY TAKEAWAYS

• Redomiciliation to Texas was on the rise in 2026. Recent Texas legal reforms and business court infrastructure have made the state an attractive alternative to Delaware for corporate domiciles.
• Proxy advisors remain skeptical of domicile moves to Texas. ISS and Glass Lewis have focused on concerns about loss of shareholder leverage, an untested legal framework, potential dilution of shareholder rights, and the lack of clear company-specific rationale when opposing proposals to move domicile to Texas.
• Major institutional investors have been receptive to Texas redomiciliation. BlackRock, State Street, and Vanguard supported most of the proposals to redomicile in Texas during the 2026 proxy season.
• Texas redomiciliation proposals have generally passed but not overwhelmingly. Approximately 80% of 2026 Texas redomiciliation proposals have passed to date despite proxy advisor opposition, with support levels varying meaningfully across companies.
• Company-specific context matters. Outlier results suggest that domicile history, controlled company status, vote thresholds, and prior shareholder dissatisfaction—particularly around executive compensation—can impact outcomes.
• Compensation committees should be prepared for heightened governance scrutiny following domicile moves outside of Delaware. Strong pay-for-performance alignment, clear disclosure, and credible governance messaging may become more consequential when a redomiciliation is viewed as enhancing board discretion and lessening shareholder remedies.

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