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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
Director Elections: All Quiet on the Proxy Front, but Will It Last?
For many US public companies, the 2026 proxy season has been notably calm in two areas that boards and management teams watch closely: director elections and ‘say on pay’. Director nominees continue to receive strong shareholder support, and executive compensation programs have been passing at high rates. At first glance, the results suggest that investors […]
Click here to read the complete post2026 Proxy Season Trends: The Fracturing of Shareholder Power
Introduction The 2026 proxy season confounded many of the assumptions that issuers, activists, and advisors have relied upon for more than a decade. While headlines suggest a retreat of shareholder activism and a rollback of ESG‑driven governance, the reality is more complex—and, in many respects, more destabilizing. Rather than a return to management dominance or […]
Click here to read the complete postThe 2026 Proxy Season: Shareholder Proposal Trends
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 […]
Click here to read the complete postShareholder Activism – 2026 Mid-Year Review
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 […]
Click here to read the complete postExcessive Executive Compensation: Investor Guidance
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, […]
Click here to read the complete postTracking Shareholder Proposals and Company Exclusions: Mid-Season Observations
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 […]
Click here to read the complete postEvolving Legal and Regulatory Dynamics for DEI Challenges and its Impact on Corporate Disclosures
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 […]
Click here to read the complete postHow DEI Shareholder Proposals Are Faring in 2026
What You Need To Know Pro-DEI proposals have declined sharply for the 2026 proxy season, with only 10 proposals submitted through May 31, 2026, compared to approximately 47 submitted for the full 2025 proxy season. Of the five pro-DEI proposals voted on thus far, average support has been approximately 13%, with results varying significantly by […]
Click here to read the complete postCEO Pay Trends: A Post-Proxy Season Recap
The 2026 proxy season has officially come to a close, as companies have finished filing their annual proxy statements (DEF 14A) with the Securities and Exchange Commission (SEC). These disclosures provide a detailed view into executive compensation programs and workforce pay dynamics across the U.S. This analysis examines fiscal year 2025 proxy statements filed by […]
Click here to read the complete postMirroring the Market: Passive Voting and Outcome Non-Neutrality
As equity ownership becomes increasingly concentrated in index funds, concerns have grown over their outsized influence on corporate governance. Mirror voting has emerged as a leading mechanism to ensure that passive capital doesn’t improperly determine corporate election outcomes. By matching (or “mirroring”) the ratio of votes cast by active investors, index funds aim to achieve […]
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