Several high-profile activism situations have dialed up the heat, and the rules of engagement are shifting.

SEC Chairman Atkins previewed the next phase of shareholder proposal reform, framing it as a fight against the "tyranny of the minority."

The SEC's broader reform agenda looms large, with plans to significantly scale back public company reporting obligations on track regardless of investor pushback.

ISS is signaling, though not yet committing to, a rethink across a menu of issues. Its 2026 Global Benchmark Policy Survey (an early read on 2027 voting policy) includes questions on director tenure, reincorporations, and executive compensation.

The bar for a “successful“ director election keeps rising. Directors receiving less than 90% support are the outliers.

Say-on-pay results broadly improved in 2026: a notable uptick landed in the 90+% range, though a similar sliver of laggards still fell below 70%. Stragglers should prepare for a full-court press of off-season engagement.

Low volume and low support are the new normal for E&S proposals. Governance proposals continue to draw solid backing, as the push for best-in-class shareholder rights remains politically safe.

Activism is heating up on multiple fronts: faster wins for focused funds, Cohen's move to a live hostile tender at eBay, energy emerging as H2's most active sector, a steady drumbeat of quiet settlements, and the return of major breakups.

Reincorporation votes are no sure thing. Across the half dozen 2026 votes where sizeable, widely-held companies sought to redomicile to Texas or Nevada, average support hovered near the majority threshold, and half failed.

Shareholder approval is not a given. Among the five 2026YTD votes where sizeable widely-held companies sought to redomicile to Texas or Nevada, average support was only 53% of shares outstanding, and two of the five votes failed.

Texas now rivals Nevada as the top “business friendly“ destination. However, a company’s decision to waive or opt into the 2025 TBOC amendments can swing the vote for many shareholders.

ISS and Glass Lewis opposed nearly all widely-held company reincorporations to Texas and Nevada in 2026. Proxy advisor opposition is the default.

Conversely, the “Big 3” and other large institutional investors employ a case-by-case analysis with evolving standards. Their votes can be won through careful planning and engagement.

With small sample sizes and evolving frameworks, any widely-held company pursuing a reincorporation should plan for a contested vote and invest in a deliberate, early engagement process. Success is not guaranteed, but instead requires dedicated investment.

The bar for a “successful” director election has risen. With market-wide support climbing, anything below 90% now lands a director in the bottom decile and invites greater scrutiny.

Say-on-pay results are generally stronger in 2026, but stragglers should plan for proactive off-season engagement or risk a longer-term "governance laggard" label.

Low volumes and low support are the new normal for E&S proposals. Still, companies that wage open war on ESG advocates risk being caught flat-footed if/when the pendulum swings back.

The “WEX effect“ keeps recurring, with more examples in May of how company delay tactics can compound the cost and strengthen an activist’s hand.

Reincorporations aren't yet a flood, but momentum is building. Exxon shareholders' approval of a Texas redomicile could prompt similar moves, though companies should tread carefully.

Director support in uncontested elections remains strong, but investor engagement signals the bar would rise sharply in a fight.

Say-on-pay results are trending upward early in the season, though companies that avoid hard conversations in engagements are paying for it at the ballot box.

Environmental and social proposal support continues to soften, governance proposals remain well-supported, and anti-ESG proposals are again near record volume — with negligible support.

Delay is proving costly. Boards that absorbed warning shots — low director votes, withheld support, a founder's WSJ ad — without treating them as binding are now paying a premium to settle contests they could have resolved cheaper, earlier.

Investor engagement themes are crystallizing, with recent governance conferences offering a clearer picture of what shareholders will prioritize heading into the season.

Nomination deadlines passed and proxy statements were filed, forcing boards to settle or fight. Elliott, Impactive, and Starboard were all active — and the common thread was clear: early engagement led to better outcomes.

Shareholder proposal exclusions are facing more pushback, with proponents filing additional lawsuits and publicly framing certain exclusions as suppressing the shareholder voice.

Pro-ESG proposal filings appear to have stabilized after years of decline, even as rumors circulate that the SEC may curtail or eliminate Rule 14a-8 — potentially upending the process entirely.

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.