Season-end Summary of Shareholder Voting on 14a-8 Proposals

Rule 14a-8, Shareholder voting, Shareholders
More from: Emily Drazan Chapman, Neil McCarthy, Nicholas Sasso, DragonGC

Neil McCarthy is Co-Founder and Chief Product Officer, Nicholas Sasso is a Product Specialist, and Emily Chapman is a Legal AI Architect at DragonGC. This post is based on a DragonGC memorandum by Mr. McCarthy, Mr. Sasso, Ms. Chapman, and Jennifer Dorney, all at DragonGC.

Shareholder Voting

This summary is focused on 14a-8 proposals that were voted on by shareholders during the 2025-2026 season through June 30, 2026.

Voting Analytics 2025/2026

We define the 2025-2026 season as annual shareholder meetings held between July 1, 2025 and June 30, 2026, the 2024-2025 season as meetings held between July 1, 2024 and June 30, 2025, and the 2023-2024 season as meetings held between July 1, 2023 and June 30, 2024.

An expensive soapbox?

This is our third annual report on voting results for 14a-8 shareholder proposals. Three trends we identified in prior seasons held again this year. One reversed — and the reversal is more interesting than it first appears.

Volume keeps falling. 334 proposals went to a vote this season, down 14.6% from 391 last season and down 46.7% from 627 two seasons ago.

Shareholders approve almost nothing. Thirteen of 334 proposals passed — a 3.9% approval rate, down from 6.9% and 8.3% in the two prior seasons. All thirteen were Governance proposals. Social, Environment, Executive Compensation and Business Practices went a combined 0-for-170.

Support for Social and Environment proposals remains stuck near 10%. Social averaged 9.6%, against 10.8% and 10.2% in the prior two seasons. Environment averaged 11.2%, against 11.7% and 13.4%. Neither category produced an approval this season. Last season, four Social proposals related to political spending passed. No Environment proposals passed.

The reversal: Governance volume rebounded. Governance proposals rose to 164 from 118, a 39.0% increase, and average support rose to 31.2% from 26.1%. But the approval rate moved in the opposite direction. It fell to 7.9% this season, compared with 18.6% last season and 28.0% in 2023-2024. The explanation is in the mix. Independent board chair proposals nearly tripled, from 21 to 56, and now account for more than a third of all Governance proposals voted on. They averaged 25.9% support. Not one was approved. The same pattern holds for special meeting threshold proposals: 28 were voted on, averaging roughly 38% support, and just one passed.

In other words, more proposals are drawing respectable minorities without coming close to a majority. Rising average support is not evidence of rising shareholder appetite — it is evidence that the proposal mix has shifted toward a handful of high-volume Governance topics that reliably attract a quarter to a third of the vote and reliably fail.

Where shareholders still say yes is a narrow and familiar set of structural questions about the machinery of corporate control. All four board declassification proposals passed. Both blank-check preferred stock proposals passed. Three of eight simple majority vote proposals passed. Two written consent proposals passed, as did one special meeting threshold proposal and one proposal on director removal with or without cause. Outside that short list, a 14a-8 proposal is close to a dead letter.

We note that shareholders can use the say-on-pay vote to express concerns over executive compensation. Our 2024, 2025 and 2026 reports on responses to adverse say-on-pay votes found that companies receiving them responded with robust engagement programs, and nearly all recorded say-on-pay support above 80% the following season.

What comes next. This season brought two significant procedural developments: the SEC ended its practice of issuing no-action guidance on whether a proposal must be included in a company’s proxy statement, and activists sued companies over the exclusion of their proposals. The federal Unified Agenda signals forthcoming SEC rule changes, and given Chairman Atkins’ public statements, we expect those changes to be substantial. Next season’s numbers may be shaped as much by rulemaking as by shareholder sentiment.

Governance

The number of Governance proposals rebounded to 164 this season from 118 last season, a 39.0% increase. There were 168 in the 2023-2024 season.
Thirteen of the 164 Governance proposals voted on this season were approved by shareholders (7.9%).
Average shareholder support this season was 31.2%, compared with 26.1% last season and 37.9% in the 2023-2024 season.

Social

110 Social proposals have been voted on this season compared with 154 and 291 in the two prior seasons.
None of the 110 were approved this season. Four were approved by shareholders last season, all related to political spending.
Average shareholder support this season was 9.6%, compared with 10.8% and 10.2% in the two prior seasons.
Some of these Social proposals are so-called ‘anti-ESG proposals’ as they are critical of, or question the value of, company policies or initiatives related to Social matters. For purposes of this summary report, we have not broken out their average voting support because it does not materially affect the overall average.

Environment

45 proposals have been voted on this season, compared with 73 last season.
None of the 45 voted on this season were approved by shareholders. Average support was 11.2%.
None of the 73 voted on last season were approved by shareholders. Average support was 11.7%.
Only six proposals this season received more than 20% voting support.
Some of these Environment proposals are so-called ‘anti-ESG proposals’ as they are critical of, or question the value of, company policies or initiatives related to Environment matters. For purposes of this summary report, we have not broken out their average voting support because it does not materially affect the overall average.

Executive Compensation

12 proposals were voted on this season, compared with 38 in 2024-2025 and 67 in 2023-2024.
None of the 12 were approved this season, compared with none in 2024-2025 and one in 2023-2024.
Average support this season was 11.3%.
Only three of the 12 received more than 20% support.

Business Practices

There were three proposals voted on this season and none were approved.
Average support this season was 26.2%.
There were eight last season, including one ‘sell the company’ proposal that was approved