Yearly Archives: 2026

The 2026 Proxy Season: Shareholder Proposal Trends

Posted by Jennifer Zepralka, Ali Perry, and Liz Walsh, Mayer Brown LLP, on
Thursday, June 11, 2026
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Jennifer Zepralka is a Partner, and Ali Perry and Liz Walsh are Counsels at Mayer Brown LLP. This post was prepared for the Forum by Ms. Zepralka, Ms. Perry, Ms. Walsh, Anna Pinedo, and Milly Kim.

The 2026 proxy season thus far has been out-of-the-ordinary, impacted by regulatory and policy developments that required companies and shareholders to adapt their shareholder proposal and engagement strategies. As a result of these unusual circumstances, particularly when coupled with uncertainty about the evolving role of the Securities and Exchange Commission (“SEC”) and potential rule changes on the horizon, it is somewhat difficult to rely on this year’s shareholder proposal experience as a reliable indicator of future trends. Nevertheless, examination of the proposals submitted and voted upon this season can still provide useful insights into the topics of greatest interest to shareholders and can help guide public companies’ engagement efforts and priorities.

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Lessons from ExxonMobil

Posted by Katherine Terrell Frank, Robert L. Kimball, and Meredith Jeanes Lyons, Vinson & Elkins LLP, on
Wednesday, June 10, 2026
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Katherine Terrell Frank and Meredith Jeanes Lyons are Partners and Robert L. Kimball is a Senior Partner at Vinson & Elkins LLP.

After 144 years of legal domicile in New Jersey, ExxonMobil Corporation, which has been physically headquartered in Texas since 1989, is consolidating its legal and physical homes to Texas. With approximately 71 percent of votes cast in favor at its 2026 annual meeting, Exxon’s reincorporation to Texas reflects the Lone Star State’s growing competitiveness as a corporate law jurisdiction and demonstrates that reincorporation into Texas may be an achievable result for widely-held public companies. Exxon Chairman and Chief Executive Officer Darren Woods explained that Texas has cultivated a policy and regulatory environment that enables companies to focus on creating shareholder value rather than navigating unnecessary red tape and political interference.[1]

Boards considering reincorporation into Texas should carefully consider the corporate governance and shareholder outreach strategies employed by Exxon and other successfully redomiciled public companies. Because proxy advisors have generally opposed reincorporation to Texas, favorable votes for reincorporation are not guaranteed for corporations that lack a controlling shareholder or a large, friendly voting block. Successful reincorporations will require companies to work well in advance of shareholder meetings to solicit investor feedback, determine an acceptable Texas corporate governance structure, and educate voters on the benefits of reincorporation.

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Shareholder Activism – 2026 Mid-Year Review

Posted by Ken Mantel and Meagan Reda, Olshan Frome Wolosky LLP, on
Wednesday, June 10, 2026
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Ken Mantel and Meagan Reda are Partners at Olshan Frome Wolosky LLP.

A strong 2025 for shareholder activism has carried forward into the first half of 2026, with a variety of significant activist engagements and campaigns this proxy season. Activist campaigns have largely focused on operational, strategic, capital allocation, and governance-related improvements, with new activity in the M&A and IPO markets expected to impact activist demands and the corporate governance landscape overall. Settlement agreements remain a key means for activists to change the composition of boards of directors, and C-suite turnover prior to and following campaigns reinforces the importance of succession planning and accountability in the boardroom. The evolving regulatory environment, geopolitical uncertainty, and a shift in institutional investor engagement have also impacted this proxy season, with the growing importance of AI also playing a significant role.

We discuss a number of key developments and themes we’ve seen so far this year, and what we expect over the rest of the proxy season, below.

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The Current Strategic Landscape for Investment Stewardship

Posted by Rickard Nilsson, Glass, Lewis & Co., on
Tuesday, June 9, 2026
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Rickard Nilsson is Director of Stewardship at Glass, Lewis & Co. This post is based on his Glass Lewis memorandum.

Key Takeaways

  • Glass Lewis 2026 Investment Stewardship Survey respondents report that their engagement priorities are anchored in climate change and governance.
  • Regional patterns show European investors emphasizing sustainability topics more strongly, while North American investors place greater weight on traditional governance issues.
  • A hybrid approach to stewardship has become the dominant operating model, balancing broad baseline expectations with targeted company-specific engagement.
  • Engagement prioritization reflects a multi-factor approach, with policy alignment most common but investors also weighing factors such as materiality, ownership levels, and resource capacity.
  • Efforts to improve stewardship quality are framed around stronger links to investment decision-making, better prioritization and research, credible escalation strategies, and more effective outcomes reporting.

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Too Liable To Regulate: The Hidden Costs of Fossil Fuel Decommissioning and Remediation

Posted by Joshua Macey (Yale Law School), Terra Baer (Yale Law School), and Pranjal Drall (Yale Law School & Yale School of Management), on
Tuesday, June 9, 2026
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Joshua Macey is a Professor of Law at Yale Law School, Terra Baer holds a JD from Yale Law School, and Pranjal Drall is a JD-PhD candidate in Financial Economics at Yale University. This post is based on their recent paper.

Too Liable To Regulate, forthcoming in the California Law Review, documents how environmental cleanup and financial assurance rules have produced firms that are “too liable to regulate.” This phrase refers to firms that hold such significant environmental liability that it deters regulators from taking enforcement actions. Regulators, aware that an enforcement action could force too-liable-to-regulate firms into liquidation, decline to enforce reclamation laws, seemingly out of concern that doing so would lead to abandoned wells and mines and thus leave taxpayers and regulators responsible for environmental remediation. This is a version of the judgment-proof problem.

To analyze this phenomenon, we compiled every state and federal coal-reclamation and onshore P&A law, assembled twenty years of bonding and production data for most onshore gas wells and coal mines, and obtained asset-level information through open-records requests. The article then examines two firms—Diversified Energy and Indemnity National—as case studies of a broader pattern in extractive industries. Once environmental liability exceeds a firm’s ability to pay, it stops deterring harm. Firms keep unproductive assets limping along to defer cleanup, and well-capitalized companies sell their dirtiest assets to operators that cannot afford to remediate them. Regulators respond by reducing enforcement, as that would risk pushing a distressed firm into liquidation, leaving abandoned and coal mines and gas wells and potentially forcing taxpayers to bear the costs of environmental remediation.

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Excessive Executive Compensation: Investor Guidance

Posted by Matthew Illian and Rosanna Landis Weaver, ICCR & United Church Funds, on
Tuesday, June 9, 2026
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Matthew Illian is the Director of Responsible Investing at United Church Funds, and Rosanna Landis Weaver is a Consultant at the Interfaith Center on Corporate Responsibility (ICCR). This post is based on their ICCR & United Church Funds report.

Introduction

For decades, ICCR members have called attention to the widening gap between corporate executive pay and the compensation of everyone else. In recent decades, the average CEO of the largest U.S. company has made around 300 times as much as the median worker. This gap highlights a fundamental imbalance in how companies distribute resources, with outsized executive compensation awarded alongside wages that often fail to meet the basic needs of most employees.

This wasn’t always the case. In 1965, CEOs were paid just 21 times as much as a typical worker.

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Tracking Shareholder Proposals and Company Exclusions: Mid-Season Observations

Posted by Courteney Keatinge and Dimitri Zagoroff, Glass, Lewis & Co., on
Monday, June 8, 2026
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Courteney Keatinge is the Vice President of ESG Research and Dimitri Zagoroff is a Senior Editor at Glass, Lewis & Co. This post is based on their Glass Lewis memorandum.

Key Takeaways

  • In the absence of SEC no-action relief, companies are moving to exclude far fewer shareholder proposals — which has largely offset the reported decline in the number of proposals
  • The proponent’s identity matters: companies are seeking to omit more proposals submitted by individual shareholders, while allowing proposals from institutional and “anti-ESG” proponents onto the ballot.
  • The SEC’s current “no objection” approach creates a more complex landscape for engagement and negotiation, while leaving boards (and the SEC itself) exposed to litigation.
  • The number of shareholder proposals covering social topics continues to decline, while the proportion focusing on governance continues to surge.

How has the SEC’s new approach to no-action requests [1] impacted the shareholder proposal landscape? It’s a question that Glass Lewis is monitoring throughout this year’s U.S. proxy season.

Four months into the year, and with proxy season at its peak, some notable trends are emerging. In the second instalment of an ongoing series on shareholder proposals and company exclusions, we share what we’ve observed at meetings held through April 30.

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Corporate M&As and Labor Market Concentration: Efficiency Gains or Power Grabs?

Posted by David Cicero (Auburn University), Mo Shen (Auburn University), and Jaideep Shenoy (University of Connecticut School of Business), on
Monday, June 8, 2026
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David Cicero is a Professor of Finance and Mo Shen is an Associate Professor of Finance at Auburn University’s Harbert College of Business; and Jaideep Shenoy is an Associate Professor of Finance at the University of Connecticut School of Business. This post is based on their recent article, forthcoming in the Journal of Finance.

Mergers and acquisitions reshape not only the product markets that firms operate in, but also the labor markets where firms compete for workers. When two firms that compete for labor merge, labor market concentration can increase substantially. This raises an important and increasingly policy-relevant question: do mergers create value by improving labor efficiency, or by increasing employers’ power over workers?

The issue has become central to modern antitrust debates. The 2023 Merger Guidelines issued by the Department of Justice and the Federal Trade Commission explicitly recognize labor market effects as a key dimension of merger review. Policymakers and scholars have increasingly expressed concern that mergers may create monopsony power in labor markets, allowing firms to suppress wages or reduce employment opportunities for workers. At the same time, mergers may generate legitimate labor efficiency gains through workforce integration. READ MORE »

Evolving Legal and Regulatory Dynamics for DEI Challenges and its Impact on Corporate Disclosures

Posted by Michael Delikat, Lauren Goldsmith, and Hayden Goudy, Orrick, on
Monday, June 8, 2026
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Michael Delikat is a Partner, Lauren Goldsmith is a Senior Associate, and Hayden Goudy is Director of Responsible Solutions at Orrick. This post is based on their Orrick memorandum.

The legal and regulatory landscape surrounding corporate diversity, equity, and inclusion (DEI) programs has undergone significant transformation over the past year. What started with an Executive Order (EO) signed by President Trump on the day he was inaugurated for his second term in early 2025 has quickly expanded into coordinated, multi-federal agency and states attorneys general enforcement efforts—one that now impacts nearly every aspect of corporate DEI strategy. Federal contractors and subcontractors, in particular, face new certification requirements and heightened risk of potential False Claims Act (FCA) liability. At the same time, the U.S. Equal Employment Opportunity Commission (EEOC) has intensified its scrutiny of DEI initiatives leading to litigation and subpoena enforcement efforts, and companies must navigate an increasingly complex patchwork of sometimes conflicting state and federal requirements.

These changes have already begun to reshape how public companies approach and disclose information to their shareholders about their own diversity initiatives. In 2025, we observed early signs that S&P 500 companies were revising, shortening, or eliminating DEI-related disclosures from their 10-K filings.[1] That trend has accelerated sharply: by early 2026, only 55 percent of S&P 500 companies included any diversity-related disclosure in their 10-K—down from 97 percent in 2024. Notably, just 8 percent continued to use the term “DEI” or similar language in their 10-K filings, a sharp decline from 90 percent only two years earlier.

This article provides an updated analysis of these evolving legal and regulatory dynamics affecting corporate DEI programs. We also examine how disclosure practices are changing across the S&P 500, with a focus on the financial sector and the new terminology companies are now adopting in place of DEI.

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Why Public Markets Need Trust, Not a Race to the Bottom

Posted by Jen Sisson and Jakub Brejdak, ICGN, on
Sunday, June 7, 2026
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Jen Sisson is the CEO and Jakub Brejdak is a Senior Policy Executive at International Corporate Governance Network. This post is based on their ICGN memorandum.

Governance as a Market Advantage is a new ICGN blog series exploring how strong governance supports investor confidence, attracts long-term capital and strengthens well-functioning capital markets. Across the series, we will look at the role of governance in rebuilding confidence in public markets, supporting effective investor participation, and helping companies navigate a more complex geopolitical environment. At a time when policymakers are seeking to revive listings, deepen liquidity and mobilise capital, our message is clear: governance should not be viewed as a regulatory burden, but as a core part of market competitiveness.

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