2026 U.S. Proxy Season Preview: Key Trends Shaping Shareholder Proposals, Proxy Voting and SEC Policy
Shirley Westcott
As the 2026 annual meeting season unfolds, companies and investors are navigating a proxy environment marked by regulatory disruption, lower environmental and social proposal volume, more fragmented voting behavior, and the growing use of AI in proxy research and vote execution. Shirley Westcott’s 2026 U.S. Proxy Season Preview highlights how the SEC’s suspension of most substantive no-action review, the evolution of shareholder proposal strategy, the expansion of retail voting tools, and the weakening grip of proxy advisors are reshaping the issuer-shareholder dynamic.
Key takeaways:
Overview
In what promises to be a groundbreaking year, the 2026 proxy season will play out alongside an ambitious SEC regulatory agenda with a focus on supporting innovation, capital formation, market efficiency and investor protection.
The SEC’s near-term priorities include establishing a regulatory framework for crypto assets, expanding investor access to private markets, easing compliance burdens, re-anchoring disclosures in materiality, and reforming securities litigation to curb frivolous lawsuits1. The Commission is additionally fast-tracking a rule change to allow public companies to switch from quarterly to semi-annual earnings reporting.
The proxy voting landscape is also being reshaped with the goal of “depoliticizing” shareholder meetings and restoring their focus to core corporate matters. This will include an SEC proposal this spring to modernize Rule 14a-8 and, per a recent White House executive order (EO), consideration of new rules to regulate proxy advisory firms.
While these initiatives will not directly impact 2026 annual meetings, other trends and developments will inform contemplated regulatory actions and recast the company/shareholder dynamic in the future:
Much ado about omissions: For this year’s proxy season, the SEC made two significant regulatory shifts which will give companies more control over their annual meeting agendas: largely suspending its substantive review of no-action requests in favor of company discretion and restricting small investors from using Notices of Exempt Solicitation to promote activist campaigns. Despite the outcry—and even lawsuits—from some shareholder proponents, companies have been judicious in their exclusion decisions, which are tracking in line with the proportion of proposal omissions in 2025.
Shareholder proposal volume shrinks: After peaking in 2024, the overall volume of shareholder proposal submissions is continuing to contract, with environmental and social (E&S) filings at their lowest level in 10 years. Proponents held back this year due to steadily declining support levels and last year’s SEC guidance—Staff Legal Bulletin (SLB) 14M— which eliminated the significant social policy override that had previously made it difficult for companies to exclude proposals. Filings of traditional governance resolutions remain robust with this year’s initial votes drawing strong investor support.
Less predictable voting outcomes: Companies will find it increasingly challenging to forecast proxy votes and gauge shareholder sentiment due to fractured voting and limitations on investor engagements. As a result of the SEC’s revised guidance last year regarding Schedule 13G eligibility, investors’ engagement discussions have become more circumspect and their proxy voting policies have become more opaque in terms of their voting intentions. In addition, the Big Three—BlackRock, Vanguard and State Street–have split their stewardship teams which may lead to a divergence in their voting policies over time. They are also expanding their voting choice programs, which give their clients the ability to follow either in-house or third-party voting policies.
Diminishing proxy advisor influence: In the face of mounting regulatory and legal pressure at both the federal and state levels, Institutional Shareholder Services (ISS) and Glass Lewis are rethinking their business models in ways that will lessen their influence on shareholder meeting votes. This will become more pronounced in 2027 when Glass Lewis retires its benchmark voting policies and migrates its clients to customized guidelines reflecting their individual stewardship priorities. Several major asset managers are also distancing themselves from the proxy advisors by bringing their proxy research, data collection and voting in-house, aided by artificial intelligence (AI) technology.
Retail votes will become more consequential: Individual investors will gain in prominence in proxy votes and corporate communications as a result of pass-through and auto-voting programs. This season, Exxon Mobil will debut its retail voting program, which allows its retail shareholders to automatically cast their votes in line with the board’s recommendations. Broader adoption by the corporate community could substantially diminish the influence of shareholder activists and special interest groups.
This report delves further into these and other key issues that will impact the 2026 proxy season and beyond.
Shareholder Proposal Omissions
Shareholder proposal omissions are being closely tracked this season following the SEC’s announcement last fall that, due to resource constraints following the government shutdown, it would not be adjudicating no-action requests through September 2026, other than those based on Rule 14a-8(i)(1) where the proposal is not a proper subject for shareholder action under state law. Companies are at their own discretion in deciding what resolutions to leave off ballots based on the provisions of Rule 14a-8, prior published guidance, and/or judicial decisions.
The SEC additionally revised its Compliance and Disclosure Interpretations (C&DIs) on proxy rules and schedules, stating that it will object to “voluntary” Notices of Exempt Solicitation that are filed by persons owning less than $5 million of the company’s shares, primarily to generate publicity for their shareholder resolutions and “vote no” campaigns. This has forced shareholder activists to come up with alternative communication channels to share their views on proxy ballot items with other investors2.
Omission Trends
Overall, companies have been cautious in their exclusion decisions to avoid investor backlash, which could take the form of opposition to directors, negative publicity and even litigation. Over half (58%) of the announced omissions were governance proposals, largely sponsored by John Chevedden, of which about one-third (35%) were flagged for procedural deficiencies and 19% were considered substantially implemented, primarily due to a management proposal on the ballot that essentially fulfilled the request. Nearly half (42%) of the E&S resolutions scheduled for exclusion were regarded by companies as ordinary business (see Table 1).
No company has yet sought no-action relief based on the SEC’s state law carve-out. Last fall, SEC Chair Paul Atkins suggested that Delaware law does not accord shareholders with a fundamental right to submit precatory proposals31. If a company obtains a legal opinion that precatory proposals are not a proper subject for shareholder action under state law, the SEC staff will likely defer to that position.
Atkins also said that a shareholder proposal that does not meet Texas’s eligibility requirements may be excludable under Rule 14a-8(i)(1). Last year, the state amended the Texas Business Organizations Code (TBOC) to allow Texas corporations that opt into Section 21.373 to restrict the submission of shareholder proposals to a single or multiple holders of at least $1 million in stock or 3% of the voting shares, whichever is less. This ensures that shareholder proposals carry the backing of investors with significant, sustained financial interests in the company. Several companies—including Forward Industries and Texas Capital Bancshares–are availing themselves of this measure as part of their moves to Texas. At its April 21 annual meeting, Texas Capital Bancshares will hold a separate advisory vote on whether to be governed by the provision.
Investor and Proxy Advisor Reactions
Through April 10, none of the omissions sparked any strong repercussions from investors or proxy advisors in terms of opposition to directors at annual meetings (see Table 2). Glass Lewis indicated that it will not raise concerns regarding technical omissions, such as submission timeliness and proof of stock ownership, but it will review other types of exclusions case by case. ISS said that it will not substitute its judgment for that of the SEC in determining whether a proposal is properly excludable under Rule 14a-8. However, it expects companies to provide clear and compelling reasons for ordinary business and substantial implementation exclusions in their proxy statements3. Failure to do so may be regarded by ISS as a governance failure, which will be flagged in the proxy report or, in rare circumstances, result in a negative ISS recommendation against one or more agenda items, such as the election of directors.
Lawsuits Emerge
Some shareholder proponents are resorting to litigation to keep their proposals on proxy ballots or, in the case of the Interfaith Center on Corporate Responsibility (ICCR) and As You Sow, to block the SEC’s continued implementation of its no-objection policy4 ICCR also posted on its website examples of “egregious” unilateral omissions.5
Of the six lawsuits filed against companies, three have settled. AT&T and PepsiCo reached agreements with the New York City Retirement Systems (NYCRS) and the People for the Ethical Treatment of Animals (PETA) Foundation, respectively, not to exclude their resolutions on workforce diversity and animal welfare. Axon Enterprise also settled a lawsuit filed by the Nathan Cummings Foundation by agreeing to provide detailed annual disclosure of its direct political spending over the next five years.
Still pending are lawsuits against BJ’s Wholesale Club, Chubb, and UnitedHealth Group, which plan to omit resolutions filed, respectively, by the New York State Retirement Systems (NYSCRF), As You Sow and ICCR member Fonds de Missions. The proposals, which were deemed to constitute ordinary business, deal with deforestation risk, subrogation claims against fossil fuel companies, and the impact of acquisitions on the healthcare system. In late March, a D.C. federal judge denied As You Sow’s request for a preliminary injunction on the basis that it did not show any likelihood of prevailing on the merits. However, the judge also declined to dismiss the complaint at this early stage6.
The legal actions appear to be having a chilling effect on some companies’ omission decisions. A number of firms, such as Goldman Sachs Group and Huntington Ingalls Industries, have chosen to include shareholder resolutions in their proxy materials, notwithstanding their view that they could have been properly excluded.7.
Table 1: Omission Trends: 2026 (as of April 10) – 2025
| 2026 | Number Filed* | Number Omitted | Percent Omitted | Substantially Implemented | Ordinary Business | Economic Relevance | Procedural Defect | Other or Multiple |
|---|---|---|---|---|---|---|---|---|
| Governance | 320 | 88 | 28% | 17 | 2 | 31 | 38 | |
| Compensation | 24 | 6 | 25% | 2 | 3 | 1 | ||
| E&S | 289 | 59 | 20% | 5 | 25 | 1 | 6 | 22 |
| TOTAL | 633 | 153 | 24% | 24 | 27 | 1 | 40 | 61 |
| 2025 | Number Filed* | Number Omitted | Percent Omitted | Substantially Implemented | Ordinary Business | Economic Relevance | Procedural Defect | Other or Multiple |
| Governance | 336 | 100 | 30% | 18 | 13 | 0 | 63 | 6 |
| Compensation | 73 | 13 | 18% | 2 | 3 | 0 | 7 | 1 |
| E&S | 489 | 103 | 21% | 7 | 73 | 4 | 10 | 9 |
| TOTAL | 898 | 216 | 24% | 27 | 89 | 4 | 79 | 16 |
*Based on SEC filings, proponent websites and media reports.
Table 2: Director Votes Where Proposals Excluded (Jan. 1 – April 10, 2026)
| Company | Meeting Date | Excluded Proposal | Basis for Exclusion | Director Votes* |
|---|---|---|---|---|
| Becton Dickinson | Jan. 27 | Independent chair | Procedural defect | 94.8% - 99.7% |
| Air Products and Chemicals | Jan. 28 | Written consent | Procedural defect | 93.8% - 99.6% |
| Emerson Electric | Feb. 3 | Declassify board | Substantially implemented | 88.2% - 97.3% |
| Amentum Holdings** | Feb. 6 | Supermajority voting | Procedural defect | 90.4% - 99.9% |
| Apple | Feb. 24 | Customer subscription auto-renewals | Procedural defect | 91.0% - 99.6% |
| Jewett-Cameron Trading*** | Feb. 27 | Nominations for director | Procedural defect | 62.0% - 67.8% |
| F5 | Mar-12 | Political spending | Substantially implemented | 95.1% - 99.4% |
| Walt Disney | Mar-18 | 1. Family-friendly content, theme parks, partnerships | Procedural defect, ordinary business, false and misleading, substantially implemented | 93.1% - 99.6% |
| 2. Global content management | Procedural defect, ordinary business | |||
| 3. Shareholder communications | Procedural defect, ordinary business, personal grievance | |||
| Concentrix | Mar-25 | Supermajority voting | Substantially implemented | 98.5% - 99.6% |
| Cooper Companies | Apr-07 | Independent chair | Substantially implemented | 92.9% - 99.1% |
*Based on “for” votes as a percentage of “for” and “against/withhold” votes.
**ISS recommended against the chair of the nominating/governance committee at Amentum Holdings.
***ISS recommended against the board chair at Jewett-Cameron Trading for independence concerns. The low director votes likely reflect the company’s poor financial performance over the past year.
Governance and Compensation Proposals
For the first time in six years, the volume of governance and compensation-related resolutions may outflank E&S filings, which as of April 10 stood at an estimated 344 and 289, respectively. First quarter votes also show that support for traditional governance measures will continue to far outpace that for E&S resolutions, with majority votes already occurring at Keysight Technologies (special meeting rights), Zscaler (board declassification) and Starbucks (supermajority voting), where the board made no recommendation on the matter (see Table 3).
Corporate gadfly John Chevedden continues to be the most prolific filer, having sponsored over two-thirds (68%) of the governance and compensation resolutions publicized to date. Indeed, ICCR reported that of the 415 proposals filed by its members this year, 255 were on governance matters, the majority of which were submitted by one member-Chevedden.
This year, Chevedden has crafted new angles to his standard resolutions, though some may not reach ballots due to company omissions.
- Board declassification: This season’s proposals include two variations, which are largely directed at companies where management resolutions have failed in the past. One version contains a requirement that the company adjourn the annual meeting for up to two weeks to seek more votes to reach the supermajority approval threshold. The other type asks the company to hold an annual advisory shareholder vote on each director that does not stand for election in a given year. Three targeted companies—Elevance Health, Eli Lilly and Emerson Electric–excluded the resolutions as substantially implemented or false and misleading.
- Majority voting: Chevedden is seeking an assurance that directors who fail to obtain majority support in an uncontested election leave the board within nine months. CSX and Expeditors International omitted the resolution as substantially implemented, pointing out that the Chevedden proposal would actually allow a holdover director to remain on the board longer than their resignation policies allow—namely, within 90 days of the vote being certified. The proposal is scheduled for a vote at six other companies.
- Say on stock repurchases: A rekindled Chevedden effort asks Flowserve to hold an annual advisory vote on stock repurchases which, among other drawbacks, can artificially inflate earnings per share and boost executive pay. Previous requests of this nature were successfully challenged as ordinary business in 2019 and 2020.
- Say-on-pay (SOP) frequency: Chevedden is calling on Alphabet and Meta Platforms to initiate an annual SOP vote rather than continue their current triennial cycle. Alphabet omitted the proposal as substantially implemented because it provides shareholders with a frequency vote every six years.
Proposals calling for an independent board chair are the most popular filing this year, despite rarely ever receiving majority support due to their inflexible approach to board leadership (see Table 4). These are being sponsored predominantly by Chevedden, the National Legal and Policy Center (NLPC) and The Accountability Board (TAB), in some cases at overlapping targets. TAB singled out several companies for having recently made or announced leadership changes that result in a non-independent chair. It additionally asked repeat target PepsiCo to simply separate the chair and CEO roles without imposing any independence requirement. In a novel supporting statement, TAB produced quotes from four PepsiCo directors that commended the independent chair leadership structure of the other boards they serve on.
Rule 14a-4 Proposals Reemerge
Deep-pocketed labor unions are once again resorting to Rule 14a-4(c)(2) solicitations to press for a variety of governance reforms at companies embroiled in labor disputes. This approach was taken two years ago by the AFL-CIO and United Mine Workers of America at Warrior Met Coal to bypass the one-proposal limit of Rule 14a-8.
This year, the Communications Workers of America (CWA) submitted five governance proposals at Nexstar Media Group, which advocate for an independent board chair, proxy access, special meeting rights, poison pill ratification, and shareholder approval of major transactions valued at more than 20% of the company’s market capitalization. The National Association of Broadcast Employees and Technicians (NABET-CWA), which represents workers at Nexstar-owned television stations, takes issue with the company’s $6.2 billion acquisition of TEGNA and union busting efforts at certain television stations8.
Trillium Asset Management also threatened to utilize Rule 14a-4 to pressure BJ’s Wholesale Club not to omit its greenhouse gas (GHG) emissions resolution. This would have included submitting and soliciting support for not only its GHG proposal, but additional “good corporate governance” proposals as well9.
Table 3: Early Shareholder Proposal Votes (Jan. 1 – April 10, 2026)
| Proposal | Number Voted | Average Support* | Majority Votes |
|---|---|---|---|
| Governance | |||
| Declassify board | 1 | 51.50% | 1 |
| Cumulative voting | 1 | 2.90% | |
| Supermajority voting | 1 | 97.90% | 1 |
| Dual-class stock - recapitalization | 1 | 36.80% | |
| Dual-class stock - vote reporting | 2 | 20.40% | |
| Special meetings | 4 | 47.10% | 1 |
| Written consent | 3 | 36.70% | |
| Independent chairman | 3 | 13.50% | |
| E&S | |||
| Waste lagoon harm | 1 | 2.50% | |
| DEI report (disability inclusion) | 1 | 5.00% | |
| Immigration risk assessment | 1 | 2.70% | |
| E&S - Conservative | |||
| Charitable contributions | 3 | 0.70% | |
| Risks/costs of climate commitments | 2 | 1.20% | |
| DEI risk | 3 | 0.80% | |
| Gender dysphoria healthcare | 3 | 0.80% | |
| China risk report | 2 | 2.20% | |
| AI-driven child sexual exploitation | 1 | 8.10% |
*Based on “for” votes as a percentage of “for” and “against” votes.
Table 4: Top Shareholder Proposal Filings: 2026 (as of April 10) - 2025 (full year)
| Proposal | 2026 | Proposal | 2025 |
|---|---|---|---|
| Independent chairman | 101 | Special meetings | 79 |
| Special meetings | 60 | Supermajority voting | 46 |
| Written consent | 48 | Direct stock purchase plans* | 44 |
| Supermajority voting | 32 | GHG emissions reduction | 41 |
| Political contributions | 27 | Lobbying disclosure | 38 |
| Charitable contributions – conservative | 22 | DEI/anti-discrimination report -conservative | 37 |
| GHG emissions reduction | 19 | Declassify board | 29 |
| Dual-class stock | 17 | Severance pay | 29 |
| Declassify board | 15 | Recycling | 29 |
*These proposals were filed by Chris Mueller and his affiliates regarding companies’ direct stock purchase plans offered through their transfer agent, Computershare. All were omitted or withdrawn due to company challenges on ordinary business or procedural defect grounds.
E&S Proposals
The number of E&S filings is continuing to decline after peaking in 2023-2024 following the SEC’s release of SLB 14L, which made it harder for companies to omit proposals that had a broad societal impact. This was reversed by last year’s guidance—SLB 14M—which likely dampened this year’s submission volume.
Investor and proxy advisor support for E&S initiatives has also fallen substantially over the past five years due to the poorer quality and targeting of proposals. This year, proponents have slimmed down some of their requests so they are less prescriptive, including on climate change; diversity, equity and inclusion (DEI); lobbying disclosure; unionization and plastics recycling.
The 2026 E&S votes will also be impacted somewhat by ISS’s policy change, which is shifting from generally supporting resolutions on climate change/GHG emissions, diversity, human rights and political contributions to a case-by-case framework. The revision will mainly be felt on political spending proposals, which ISS backed 80% of the time in 2025.
In addition to longstanding initiatives, new–and even curious–topics have emerged this season, including horseshoe crab harvesting, livestock waste lagoons, food additives and immigration enforcement. Those voted to date have generated only marginal support, though several were withdrawn following successful negotiations.
Climate Change
For a second year, AI data centers are a focal point of climate-related resolutions with various proponents questioning how—or if—Big Tech companies intend to fulfill their GHG emissions reduction goals in view of the massive energy demands from their data center buildouts. As You Sow is separately asking at least one electric utility—Southern–how it is shielding customers from the cost burdens of data center infrastructure—a concern the Trump administration is addressing with its “ratepayer protection pledge” requiring major technology companies to pay for their own power needs10.
As You Sow has shifted the thrust of its financed emissions proposals by asking banks, such as Wells Fargo, to report on litigation risk arising from climate-related damages associated with their financing of high-carbon sectors. A separate type of proposal, which is the subject of an omission-related lawsuit, asked Chubb to consider the benefits of pursuing subrogation claims against oil and gas companies for catastrophic losses related to climate change. Prior climate finance resolutions, which saw declining levels of support, asked banks and insurers to report the GHG emissions from their lending, investing and underwriting activities.
DEI
Pro-DEI advocates have toned down their 2026 requests, which over the past six years asked companies to report on the effectiveness or outcomes of their DEI efforts by publishing quantitative data on workforce composition and on recruitment, retention and promotion rates of employees by gender, race and ethnicity.
This year, proponents are presenting alternative types of resolutions. The first, sponsored by As You Sow, simply requests a report on companies’ diversity and inclusion policies and practices without asking for specific data. The targets—Coca Cola, Pilgrim’s Pride, PulteGroup and Royal Gold—appear to have been selected for having low scores relative to peers on As You Sow’s Racial Justice Scorecard, which assesses public companies’ policies and performance related to DEI and environmental justice.
Another variation, filed by As You Sow, Amalgamated Bank and Clean Yield Asset Management, asks five companies to report their employee retention rates by the categories the company is required to track under applicable federal and state laws, such as age, gender, race, veteran status and disability status. Unlike workforce representation data, which is a static headcount, retention rate data shows whether any demographic group is leaving the company disproportionately.
NYCRS separately targeted AT&T and Fastenal with proposals to annually disclose their Consolidated EEO-1 reports to “demonstrate their diversity performance.” Both companies discontinued providing workforce diversity data in the last two years. NYCRS settled a lawsuit with AT&T to keep the resolution on the ballot, while Fastenal’s board has chosen to make no recommendation on it.
The proponents’ shift in approach may have been prompted by companies’ reluctance to share workforce demographics due to heightened legal, reputational and enforcement risk following the Trump administration’s 2025 EOs rolling back illegal DEI programs. According to a Conference Board study, there was a significant reduction in company disclosures of key diversity metrics between 2024 and 202511. The share of S&P 500 firms reporting the number of women in the workforce fell from 82.7% to 69.2% year over year, while those disclosing minorities in the workforce remained consistent at 16%. Among Russell 3000 firms, 62% disclosed women in the workforce in 2025, down from 75.2% in 2024, and 26.5% disclosed minorities in the workforce, down from 30.9% in 2024.
Immigration Risk Assessment
In a new campaign, a number of shareholder activists are taking issue with the Trump administration’s immigration policies and enforcement, specifically the risk of workforce disruptions and labor shortages arising from deportations of illegal aliens and restrictions on work permits for foreign nationals.
The Investor Advocates for Social Justice (IASJ) and several religious orders asked Tyson Foods to explain how the elimination of work authorizations under the Cuban, Haitian, Nicaraguan and Venezuelan (CHNV) parole program may exacerbate labor shortages in the company’s meatpacking facilities. The Biden-era program was terminated in June 2025 and parole recipients were ordered to self-deport unless they had obtained lawful status to remain in the U.S. The proposal received only 2.7% support.
In a similar vein, the SOC Investment Group is asking Alphabet, Amazon.com and Walmart, which are among the top recipients of H-1B visa petition approvals, how the higher fee structure will impact their workforce and operations. In September 2025, the Trump administration raised the annual fees for skilled foreign workers on H-1B visas from $215 to $100,000 to discourage companies from supplanting American workers with lower-paid foreign labor. Amazon.com omitted the resolution as ordinary business.
Zevin Asset Management (ZAM) is focusing on data privacy and surveillance tools used by immigration, law enforcement and military actors, particularly at tech companies, such as Alphabet and Amazon.com, whose AI and cloud technologies can be used as surveillance pipelines. ZAM and the AFL-CIO are also targeting retailers Home Depot and Lowe’s Companies regarding their use of third-party security systems, such Flock Safety’s automated license plate recognition, which can aid U.S. Immigration and Customs Enforcement (ICE) in conducting raids at store locations where migrant day laborers often congregate in parking lots.
Lobbying Activities
The American Federation of State, County and Municipal Employees (AFSCME) is once again coordinating proposals on lobbying disclosure which have been reformulated for 2026 to avoid the sizable number of exclusions that occurred last year. In 2025, Air Products and Chemicals—followed by 14 other companies—successfully argued to the SEC that the 79 items sought in the request constituted micromanagement. This year’s version has been scaled back to cover the following disclosures:
- Federal and state direct lobbying amounts, and
- Any indirect payments to trade associations or social welfare groups that are used for lobbying.
The proposal also avoids references to specific trade associations or non-profit groups, such as the American Legislative Exchange Council (ALEC).
AFSCME and its affiliates have filed only seven lobbying resolutions this year, including four resubmissions, of which one was withdrawn and one was omitted on technical grounds. One repeat target—Amazon.com—has already omitted the proposal as micromanagement citing last year’s no-action letters. Several other companies, including Axon Enterprise, Cadence Design Systems, Fidelity National Financial and Huntington Ingalls Industries, also relied on the 2025 micromanagement precedents in their efforts to omit political spending proposals.
Conservative Proposals
Conservative-leaning investors have filed over 100 proposals so far this year, of which 84% cover E&S issues, including charitable contributions, climate change, plastics, DEI, China business risk, abortion, gender ideology, and online child exploitation. This compares to 135 filings during 2025, of which 115 addressed E&S topics. To date, 18% of their 2026 resolutions have been omitted—all on E&S matters—which in about half of the cases were based on ordinary business grounds.
Inspire Investing alone targeted 38 companies for 2026 proposals, of which nearly two dozen were withdrawn or not filed following constructive dialogue and negotiations with the companies. Roughly half of its proposals are specifically DEI-related, while others are aimed at employee free speech and corporate partnerships with outside activist organizations.
Return on Investment (ROI) Audit
The National Center for Public Policy Research (NCPPR) is taking a new approach to its anti-environmental, social and governance (“anti-ESG”) proposals by asking a number of companies to disclose ROI and net present value (NPV) calculations, factoring in cognizable litigation and reputational risk, to determine if their DEI and sustainability/climate change commitments are creating or destroying value.
Its initial ROI audit proposals focused on Intuit’s and Visa’s DEI programs, which received 0.8% and 0.9% support, respectively, and on Deere’s GHG emissions reduction goals, which garnered 1% support. NCPPR reached settlements with five additional companies—AT&T, Bristol-Myers Squibb, Chevron, Eli Lilly and PepsiCo–with most agreeing to update their disclosures affirming that their sustainability investments are rooted in rigorous financial analysis, such as ROI or NPV. Several other companies omitted the resolutions as ordinary business, including United Parcel Service where the request was framed as a bylaw amendment to appoint a risk committee charged with ensuring that the company’s sustainability projects are supported by NPV and ROI analysis. Similar binding bylaw resolutions are on the ballots at Coca Cola and Ford Motor.
Women’s Rights Audit
In a new initiative, NCPPR is asking several companies to conduct a women’s rights audit to assess whether their business decisions involving transgenderism have been fully informed by the biological definition of a woman and by the risks to females of allowing biological males into women’s private spaces and sports under the guise of “transgender rights.” The proponent noted in its proposal at CVS Health—which has been omitted–that the company likely has contracts with the federal government and the Trump administration’s 2025 EOs made it unequivocal federal policy to recognize two sexes–male and female–based on immutable biological classifications.
Child Exploitation
Compared to other topics, conservative-oriented proponents have historically made a stronger showing on human rights issues, particularly child exploitation. Earlier this year, the Oklahoma Tobacco Settlement Endowment Trust (TSET) scored 8.1% support on a resolution at Visa to assess whether its payment systems facilitate the creation or distribution of harmful deepfake content, such as AI-generated child pornography. A similar resolution is pending at Mastercard.
Concerns over online child safety may draw more attention this season following a recent $375 million jury verdict against Meta Platforms for misleading users about the safety of its platform and failing to protect children from online predators. Liberal and conservative proponents alike have been raising this issue with Meta since 2021, and this year Trillium Asset Management is asking the company to consider tying performance on child safety to its senior executive compensation program.
Proxy Voting in Transition
The proxy voting landscape is continuing to shift towards more decentralization, initially spurred by Republican officials concerned about the concentration of corporate voting power among several large index funds which has facilitated ESG and politically motivated agendas. In response, the Big Three asset managers initiated client-driven voting options and bifurcated their stewardship teams, allowing for voting divergence on issues such as sustainability.
Two trends are poised to accelerate the decentralization process: greater retail participation in proxy voting and a shift away from standardized proxy advisor voting policies in favor of client customization.
Expansion of Retail Investor Voting
Retail investors will become more relevant in proxy votes due to the growth in flexible voting tools, such as the pass-through voting programs introduced by BlackRock, State Street and Vanguard several years ago. Vanguard has already announced the addition of 17 new funds to its program for 2026, including its flagship Vanguard 500 Index Fund, which will increase the number of eligible investors to approximately 22 million. It has also committed to expanding the program to at least 50% of the assets under management in its U.S. equity funds by 2027 and to add a board-aligned policy option as part of a settlement to an antitrust lawsuit by 13 Republican state12.
This year marks the launch of Exxon Mobil’s Voluntary Retail Voting Program, which was approved by the SEC last September. The opt-in plan allows Exxon’s individual investors to provide standing instructions to vote their shares in line with the board’s recommendations while retaining the ability to opt out or override votes at any time13. Exxon indicated that as of March 1, 2026, over 100,000 shareholders representing more than 3% of the outstanding shares have signed up for the program.
The introduction of the program coincides with Exxon’s proposal to redomicile from New Jersey to Texas at its May 27 annual meeting. Notably, the company does not plan to opt into provisions of the TBOC that would diminish shareholder rights, such as ownership requirements to initiate derivative proceedings or submit resolutions.
One critic—NYCRS—characterizes the program as “robo-voting” in line with the board’s recommendation and has countered with a proposal asking Exxon to modify it by providing multiple voting options, including an “against management” policy and/or customized policies. As noted by Exxon, this would compel the company to include language or options in its solicitations that are against the board’s recommendations, which is inconsistent with state law and the board’s fiduciary duties.
According to Broadridge Financial Solutions, other companies have expressed interest in pursuing similar retail voting programs. If they move forward, issuers will have an avenue for engaging with individual investors, facilitating the achievement of quorum, and countering the influence of shareholder activists who often hold few shares.
Proxy Advisor Reset
Escalating regulatory, legal and competitive pressures, along with technological advances, are reshaping the proxy advisory industry, which will reduce the dominance of the major players—ISS and Glass Lewis—in the marketplace.
The most significant undertaking is the Trump administration’s December EO directing multiple agencies— the SEC, Federal Trade Commission (FTC) and Department of Labor (DOL)—to consider actions to curb their sizable influence over shareholder meeting votes, particularly as they pertain to ESG and DEI matters14. Under the directive, the SEC is tasked with doing the following:
- Enforce the anti-fraud provisions in securities laws with respect to material misstatements or omissions in proxy advisor recommendations,
- Assess whether proxy advisors should register as investment advisors,
- Consider requiring more transparency around conflicts of interest,
- Analyze the extent that “robo-voting” may constitute the formation of a Section 13(d) group, and
- Examine whether registered investment advisors breach their fiduciary duties by following proxy advisory advice that is based on non-pecuniary factors, such as ESG and DEI.
ISS and Glass Lewis have also been facing an ongoing FTC antitrust investigation as well as state-level investigations, enforcement actions and litigation for potential violations of antitrust and consumer protection laws. In addition, 13 states are following Texas’s lead by introducing legislation patterned after the “Proxy Advisor Transparency Act” developed by Consumers’ Research that would require proxy advisory firms to disclose a written financial analysis when their recommendations go against the board’s position and judgment15. The Texas law (SB 2337) was temporarily enjoined last fall and is pending trial.
Institutional investors are rethinking their reliance on proxy advisory firms as well. Earlier this year, the asset management units of JPMorgan Chase and Wells Fargo announced they were severing their ties to ISS and Glass Lewis and bringing their proxy research and voting in house. JPMorgan is transitioning to a proprietary AI-driven platform—Proxy IQ—to collect and analyze proxy data to inform its voting decisions at U.S. company annual meetings. Wells Fargo will use AI technology and policy engines developed by Broadridge to run its own proxy voting processes.
So far, ISS and Glass Lewis are addressing these developments by repositioning their service offerings away from standardized voting recommendations. ISS has rolled out two new research services—Gov360 and Custom Lens—that will allow its clients to leverage ISS’s data to make their own voting decisions. Glass Lewis plans to discontinue its benchmark voting policy altogether in 2027 and offer clients multiple AI-powered research perspectives calibrated to their specific investment and stewardship priorities16.
For issuers, this transformation presents both benefits and challenges. The retreat from proxy advisor-aligned voting will alleviate “best practice” uniformity in favor of more nuanced, company-specific voting decisions. At the same time, the growing dispersion in investor viewpoints and voting practices will necessitate wider reaching engagement efforts and more tailored communications on the part of companies.
Frequently asked questions
The 2026 proxy season is unfolding against an unusually active SEC agenda, including potential changes to disclosure, earnings reporting, proxy rules and proxy advisor oversight. It is also marked by the SEC’s suspension of most substantive no-action review, a continued decline in environmental and social proposal volume, and a shift toward more decentralized, customized proxy voting by institutional and retail investors.
Because the SEC is largely not opining on no-action requests through September 2026 (except for limited state-law issues), companies have more discretion, and more responsibility—over whether to omit shareholder proposals under Rule 14a 8. In practice, omission levels so far are broadly in line with 2025, with many exclusions grounded in procedural defects, substantial implementation and ordinary business arguments, but issuers are treading carefully to avoid investor backlash and litigation.
Retail investors are gaining influence due to the expansion of pass through and auto voting tools that make it easier for individuals to participate consistently in proxy votes. Programs such as Vanguard’s voting choice expansion and Exxon Mobil’s new voluntary retail voting program, which allows investors to give standing instructions to vote with the board while preserving override rights, are early examples of how issuers and intermediaries are activating the retail vote at scale.
AI is beginning to power new proxy research and voting platforms that enable investors to move away from one size fits all proxy advisor recommendations. For example, large asset managers are developing or adopting AI driven systems that aggregate and analyze proxy data, support policy based decisioning and generate customized vote recommendations aligned to their own stewardship priorities, rather than relying solely on benchmark policies from ISS and Glass Lewis.
Alliance Advisors can help you
To discuss how these trends may affect your company’s annual meeting strategy, shareholder engagement approach or proxy communications planning, contact Alliance Advisors.
Citations
1 See the SEC’s Spring 2025 Regulatory Agenda at https://www.reginfo.gov/public/do/eAgendaMain?operation=OPERATION_GET_AGENCY_RULE_LIST¤tPub=true&agencyCode&showStage=active&agencyCd=3235.
2 For example, The National Legal and Policy Center (NLPC) is posting lengthy proxy memoranda on its website to rally support for its proposals. See https://nlpc.org/nlpc-resolutions/. The Interfaith Center for Corporate Responsibility (ICCR) is encouraging its members to continue drafting exempt proxy solicitations and is posting them on its website. See https://www.iccr.org/vote-your-proxies-see-2026s-proxy-memos-and-exempt-solicitations/.
3 See Atkins’ speech at https://www.sec.gov/newsroom/speeches-statements/atkins-10092025-keynote-address-john-l-weinberg-center-corporate-governances-25th-anniversary-gala.
4 [3] See ISS’s 2026 FAQs at https://www.issgovernance.com/file/policy/latest/americas/US-Procedures-and-Policies-FAQ.pdf?v=2025.1.
5 See Democracy Forward’s press release and the complaint against the SEC at https://democracyforward.org/news/press-releases/investor-representatives-file-lawsuit-challenging-unlawful-restriction-of-shareholder-rights/ and https://democracyforward.org/wp-content/uploads/2026/03/SEC-Complaint-031926.pdf.
6 See ICCR’s post at https://www.iccr.org/spotlighting-corporate-governance-failures/.
7 See the judge’s memorandum opinion at https://cases.justia.com/federal/district-courts/district-of-columbia/dcdce/1:2026cv00734/289962/23/0.pdf?ts=1775058866.
8 See the CWA’s press release at https://cwa-union.org/news/releases/cwa-union-notifies-nexstar-plan-undertake-independent-solicitation-shareholders.
9 See Trillium’s press release at https://www.trilliuminvest.com/newsroom/with-protections-for-shareholders-under-pressure-trillium-takes-innovative-action-to-defend-shareholder-rights.
10 See the Ratepayer Protection Pledge at https://www.whitehouse.gov/releases/2026/03/ratepayer-protection-pledge/. It has been signed by Alphabet, Meta Platforms, Microsoft, OpenAi, Oracle and xAI.
11 See the Conference Board’s report at https://corpgov.law.harvard.edu/2025/08/20/dei-in-transition-2025-corporate-diversity-disclosure-trends/.
12 See the terms of the settlement agreement at https://ago.mo.gov/wp-content/uploads/Settlement-Agreement_Clean_Signed_02.25.26.pdf. State Street added a fully board-aligned policy option to its program in 2023. See https://www.ssga.com/library-content/assets/pdf/global/proxy-voting/vote-with-company-board-recommendation-policy.pdf.
13 See Exxon’s press release at https://corporate.exxonmobil.com/news/news-releases/2025/0915_ensuring-retail-investors-are-heard and Davis Polk’s press release at https://www.davispolk.com/insights/client-update/new-exxonmobil-program-retail-shareholders-aims-promote-greater.
14 See the Dec. 11, 2025, EO, “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors” and related fact sheet at https://www.whitehouse.gov/presidential-actions/2025/12/protecting-american-investors-from-foreign-owned-and-politically-motivated-proxy-advisors/ and https://www.whitehouse.gov/fact-sheets/2025/12/fact-sheet-president-donald-j-trump-protects-american-investors-from-foreign-owned-and-politically-motivated-proxy-advisors/.
15 See Consumers’ Research’s model legislation at https://consumersdefense.com/model-legislation/proxy-advisor-transparency-act/. The states include Arizona, Iowa, Kansas, Mississippi, Nebraska, Oklahoma, South Carolina, Tennessee, West Virginia, Wisconsin and Wyoming. Legislation has already passed in Kentucky and Indiana. See Glass Lewis’s response at https://www.glasslewis.com/article/thirteen-states-work-to-silence-proxy-advisors.
16 See Glass Lewis’s white paper, “AI and the Fiduciary Test,” at https://www.glasslewis.com/ai/fiduciary-test.
