Sean Quinn and Matt Filosa are Senior Managing Directors, and Sydney Carlock is a Managing Director at Teneo. This post is based on a Teneo memorandum by Mr. Quinn, Mr. Filosa, Ms. Carlock, Martha Carter, and Diana Lee.
The Current Landscape
For decades, corporate governance operated on relatively stable ground, even amid backlash against proxy advisors and the proxy voting system itself. The Securities and Exchange Commission (SEC) controlled ballot access, research and recommendations from proxy advisors like ISS and Glass Lewis influenced voting outcomes, voting power was concentrated among a handful of large asset managers expected to vote every share, and engagement was a straightforward exchange between investors and issuers.
That stability has recently unraveled with unprecedented speed and intensity. In 2025, a wave of regulatory actions, driven in part by political backlash against ESG, began to significantly reshape the corporate governance landscape. As companies prepare for the 2026 proxy season, investor engagement has grown less candid, proxy advisory firms face existential pressure from regulators and AIdriven competitors, and the shareholder proposal process has been fundamentally, if temporarily, altered. In short order, proxy seasons have become much harder for companies to manage and predict, and that trend is likely to continue.
