Activism activity increased as nomination windows opened, with capital allocation, leadership transitions, and M&A emerging as key battlegrounds

Companies continued to exclude shareholder proposals, though some proponents have begun challenging exclusions in court

The ESG pullback continued, highlighted by the relaunch of the Net Zero Asset Managers initiative with fewer U.S. participants and Vanguard’s new “passivity commitments”

The policy landscape remains mixed, with both pro- and anti-ESG stakeholders seeing wins and setbacks

Companies are increasingly willing to exclude shareholder proposals from proxy statements, signaling a more assertive approach following the SEC’s withdrawal of no-action relief.

Major investors are publicly distancing themselves from proxy advisor voting recommendations, adding a new layer of complexity and uncertainty to the voting landscape.

Recent SEC commentary suggests more sweeping changes to disclosure rules and shareholder engagement practices could be on the horizon.

As nomination windows open, activist pressure is building, with early-stage positioning setting the tone for potential escalation later in the proxy season.

The SEC’s exit from no-action relief on Rule 14a-8 gives companies more discretion, but increases risk

New White House directives are also injecting uncertainty into the 2026 proxy season (and beyond)

Despite a quiet November, significant behind-the-scenes planning signals a busy year for hedge fund activism

Recent developments—from paused California climate rules to evolving European standards and pressure on BlackRock—exemplify continued regulatory flux within the governance landscape

Activism is heating up — investors are moving earlier, zeroing in on undervalued or M&A-linked targets, and using toe-holds and quick settlements to force change

Proxy advisor updates for 2026 are modest, though broader structural shifts — including Glass Lewis ending its benchmark policy and ISS testing recommendation-free research — are on the horizon

Climate pressure persists from select investors, particularly European and progressive U.S. institutions, despite pullbacks from the largest U.S. managers

A major shift on shareholder proposals may be emerging, as recent Delaware law developments suggest companies could gain greater ability to omit non-binding proposals

The largest investors’ 2025 voting data is out, showing overall steady support levels but notable differences across firms and issues.

Activists are moving from agitation to collaboration, using settlements and committees to influence change internally.

New retail voting initiatives are drawing attention but are unlikely to significantly impact outcomes.

ISS and Glass Lewis are working on potential policy changes for 2026, and we expect modest changes again this year, but executive pay is in focus for both advisors.

Two out of the “Big Three” reported on their high-level 2025 voting, signaling caution on environmental and social issues amid heightened political pressure.

ESG activists are regrouping after recent setbacks and weighing new tactics in response to growing legal and political headwinds.

Policy shifts in the U.S. and abroad are creating fluid and uncertain expectations around corporate disclosure requirements.

Activists are quietly positioning themselves for fall campaigns, building stakes, testing messages, and setting the stage for the next proxy season.

Activists are setting the stage for new campaigns, board challenges, and CEO pressure

ISS and Glass Lewis filed suit to block Texas laws targeting ESG-related proxy advice, signaling intensifying scrutiny of proxy advisors

Both firms also launched policy surveys to gather input on potential 2026 changes—especially on executive pay, shareholder rights, and board diversity

Off-season engagement is increasingly forward-looking. Companies should raise past and potential AGM issues, clarify governance priorities, and seek investor feedback on proxy disclosures.

Investors signal that “peace-time” is not a safe harbor for weak governance

Investors (and proxy advisors) adopted a more rigorous approach when evaluating contested elections

Strong market performance in 2024 supported healthy Say-on-Pay and equity plan approval rates in 2025

Investors continue to re-calibrate their approach to shareholder proposals

Off-season investor engagement will be more important than ever this Fall, particularly with 5%+ shareholders

Director support remains slightly higher than recent years

Despite this, directors face heightened investor scrutiny in contested elections

Say-on-Pay is generally consistent with 2024; equity plans receive slightly more support

The number of ‘pro-ESG’ shareholder proposals has significantly declined

Texas and Nevada seek to dethrone Delaware as home to Corporate America

Director support slightly higher than 2024, thus far

To-date, ISS more supportive of Say-on-Pay and equity plans

Support for E&S shareholder proposals continues decline, while support for G proposals grows

April saw a fresh wave of activist pressure despite continued macro overhang

Proxy advisor rumors swirl, and regulatory pressure mounts