Briefing on 2026 Reincorporation Trends
Key Takeaways
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.
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