Global Proxy Season 2026: High Support, Sharper Scrutiny and the Rise of Targeted Stewardship

The 2026 proxy season revealed a widening gap between shareholder sentiment and shareholder influence. Drawing on 1,415 meetings across Europe, the UK and the US, the analysis shows that investors concentrated opposition on boards, pay and shareholder rights, while meeting formats, approval thresholds and voting standards increasingly determined whether that opposition produced meaningful accountability. [1]

This article highlights five key findings from Minerva Analytics’ 2026 Global Proxy Season briefing and examines what they reveal about the peak proxy season. It also considers the regulatory changes that affected the 2026 season and are likely to shape proxy seasons from 2027 onwards.

“One of the defining themes of the 2026 proxy season was that investor influence increasingly depended not just on shareholder sentiment, but on the mechanisms through which that sentiment was expressed,” said Thomas Bolger, Minerva Analytics’ Senior Stewardship Analyst. “Meeting formats, proposal access rules, voting standards and approval thresholds all played an important role in determining whether shareholder concerns translated into meaningful accountability outcomes.”

Virtual AGMs expose a widening regional divide

This figure highlights a significant divergence in shareholder meeting practices across the US, UK and Europe. While physical AGMs remained the norm in Europe and the UK, almost 80% of US AGMs were conducted on a virtual-only basis. Europe also continued to see some use of closed-door meetings, particularly in markets such as Italy.

These differences are important because meeting format is increasingly viewed as a shareholder rights issue rather than an administrative choice. The ability to question directors, challenge management and participate fully in proceedings can be affected by whether meetings are held physically, virtually or behind closed doors. The data also illustrates how investor attitudes can influence practice. Germany’s virtual AGM usage fell from 71% in 2025 to 47% in 2026 following shareholder pushback, while Italy’s widespread use of closed-door meetings raises ongoing concerns about participation rights.

For shareholders, the findings reinforce the need to assess meeting accessibility as part of broader governance oversight, particularly where participation rights may be constrained.

This figure demonstrates that shareholder opposition remains highly targeted rather than widespread. Across all three markets, board and remuneration resolutions accounted for most management proposals receiving high dissent, confirming that director accountability and executive pay remain investors’ primary mechanisms for signalling concern.

The regional trends were notably different. Europe experienced a sharp decline in high-dissent resolutions, falling from 329 to 188, largely because specific controlling-shareholder activity seen in 2025 did not recur. In contrast, both the UK and US recorded increases. UK dissent was increasingly focused on capital authorities, while US opposition concentrated on director elections and remuneration matters. For shareholders, this finding is significant because it shows where stewardship pressure is currently being applied.

High-dissent votes can serve as an escalation signal, identifying areas where investors are challenging governance practices, pay arrangements or shareholder protections. The concentration of dissent around boards and remuneration also suggests these issues remain the most effective channels through which investors can influence corporate behaviour and accountability. However, the underlying ownership structure and campaign context remain important when interpreting individual outcomes.

This figure highlights an often-overlooked aspect of shareholder voting: investor support alone does not determine outcomes. The practical consequences of a vote can depend just as much on approval thresholds, voting standards and governance structures as on the level of shareholder support itself. The 2026 proxy season provided several examples of how these mechanisms shaped results across markets.

In the UK, capital-related resolutions accounted for the largest share of defeated management proposals, reflecting the higher approval thresholds attached to many special resolutions. In the US, 22 governance-related bylaw amendments received majority shareholder support but nevertheless failed because of supermajority voting requirements. Elsewhere, directors who failed to receive majority support remained in office due to plurality voting standards or board discretion over resignation policies.

These outcomes demonstrate that shareholder sentiment and shareholder influence are not always the same thing. Investors should therefore scrutinise voting mechanics and shareholder rights alongside headline support levels.

This figure shows that shareholder proposal volumes declined across Europe, the UK and the US in 2026, yet the US remained by far the most active proposal market. Governance proposals remained the largest category in each market and were especially dominant in the US, where they substantially outnumbered environmental and social resolutions.

The decline in proposal volumes should not be interpreted as a reduction in investor concern. Instead, shareholders appear to be increasingly expressing concerns through alternative stewardship tools, including private engagement, vote-no campaigns and director elections. The data also highlights structural differences between markets. Historically, US filing rules have made it easier for smaller investors to submit proposals, while higher ownership thresholds and greater institutional coordination requirements limit proposal activity in the UK and Europe.

Despite lower proposal volumes, governance and shareholder rights proposals continued to attract investor support. In the US, every successful shareholder proposal focused on governance reforms, including annual director elections, majority voting standards, special meeting rights and the removal of supermajority provisions. However, ownership structure remained an important factor in Europe and the UK, where successful proposals were influenced by controlling shareholders or concentrated activist ownership.

These findings suggest that while proposal activity is evolving, shareholder proposals remain an important mechanism for raising governance, environmental and social issues publicly.

This figure shows the continued decline in say on climate votes across Europe and the UK, with the number of votes now well below the 2022 peak. Europe recorded eight such votes in 2026 compared with 28 in 2022, while the UK held seven compared with 18 at the peak. The US has not seen a say on climate vote since 2021.

The decline appears to reflect a combination of factors, including companies adopting less frequent voting cycles, waning momentum behind standalone climate votes and increased regulatory scrutiny of climate commitments. However, this does not necessarily indicate weaker investor interest in climate-related issues. Instead, the report argues that climate stewardship is evolving. Investors are increasingly using director elections and other governance votes to hold boards accountable for climate oversight, disclosure quality and transition planning.

This finding is important for shareholders because it marks a shift in stewardship strategy. Rather than focusing solely on climate plans submitted for approval, investors are increasingly linking climate concerns directly to board accountability, creating more tangible governance consequences where climate performance or disclosure falls short of expectations.

US rule changes create uncertainty over shareholder proposal access

Regulatory developments played a significant role in the 2026 US proxy season. The SEC’s publication of Staff Legal Bulletin 14M expanded the grounds on which companies could seek the exclusion of shareholder proposals, while its decision to discontinue substantive no-action reviews ahead of the 2026 AGM season further complicated proposal access.

The SEC’s proposal to rescind Rule 14a-8, published after the 2026 peak proxy season, would remove the long-standing federal mechanism that enables qualifying shareholders to place resolutions directly in company proxy materials. If adopted, proposal access would instead depend more heavily on state law, company bylaws, private engagement and the courts. Separately, the SEC’s withdrawal from substantive no-action reviews has already reduced the availability of informal regulatory guidance, increasing uncertainty over exclusions and the likelihood that disputes will be resolved through litigation rather than administrative review.

While recent developments have focused attention on the US, disputes over shareholder proposal access are not confined to a single market. In 2026, BP plc faced shareholder scrutiny after excluding a climate proposal submitted by Follow This and seeking to revoke previously approved climate-related shareholder proposals. In previous years, TotalEnergies also faced investor criticism following decisions to exclude shareholder proposals from its AGM agenda. These cases illustrate that access to the ballot can become a contested stewardship issue across jurisdictions, even where the underlying legal frameworks differ.

The 2027 proxy season could provide an early test of a more fragmented and legally complex proposal landscape. Outcomes are likely to depend increasingly on companies’ jurisdictions of incorporation, judicial decisions and the availability of alternative channels for investor engagement and escalation. Moving away from a single federal framework could create greater variation in filing requirements, access rights and remedies, increasing the operational and legal complexity investors face across diversified portfolios. Stewardship may therefore become more resource-intensive and less predictable, particularly for smaller shareholders without the financial and legal capacity to pursue disputes through the courts.