Anticipating the 2026 Proxy Season: A Shift in Shareholder Proposals and SEC Engagement

As we venture into the 2026 proxy season, a new report by The Conference Board has highlighted significant changes from previous years. Notably, the upcoming season is characterized by a noticeable reduction in the volume of shareholder proposals and an increase in companies' efforts to exclude such proposals through heightened no-action requests.

Overview of Trends

In analyzing the data from the last season, we see a stark decline in overall proposal activity during 2025. Companies affiliated with the Russell 3000 filed an unprecedented number of no-action requests—366 in 2025, rising sharply from 263 in 2024, a remarkable 39% surge. This reflects a trend where companies are exercising more caution as they negotiate the complexities of proposal exclusions in the absence of robust procedural safeguards.

SEC's Role in Proposal Exclusions

One of the pivotal factors affecting the dynamics of this year's proxy season is the diminished role of SEC mediation. The SEC staff previously provided informal guidance that helped companies navigate proposal exclusions. However, as these mediation efforts have been reduced, firms are likely to approach exclusion decisions with heightened scrutiny. Experts suggest that companies are expected to strengthen their legal review processes and engage with proponents earlier in discussions to mitigate potential risks.

Human Capital Proposals

The influence of human capital proposals appears to be waning, as evidenced by the drop from 137 proposals in 2024 to just 93 in 2025. Even among those that reached a vote, numbers decreased from 94 to 70. Instead of relying on proposals, investors seem to be favoring direct engagement and oversight of human capital issues, which may prompt companies to enhance their transparency regarding workforce strategies.

Environmental Proposals

The environmental proposals landscape is evolving. Generic proposals are losing traction in favor of more specific, customized initiatives that align directly with operational and financial risks. From 165 proposals in 2024, the number dropped to 128 last year, with voting instances also declining. As stakeholders grow cautious, they may pursue more narrowly defined issues that can clearly demonstrate a material connection to corporate performance.

Social Proposals and Governance Stability

Social proposals, while decreasing, are also expected to become more focused. Moving from 286 in 2024 to 224 in 2025, the trend points toward a more targeted approach amid regulatory changes. Proposals dealing with governance-related matters could still see firm support, especially as investor attitudes shift towards transparency in corporate governance practices.

Interestingly, governance proposals have remained relatively stable, with a slight increase from 276 in 2024 to 289 in 2025. Proposals in this category are experiencing higher approval rates, revealing a growing shareholder inclination to prioritize governance issues.

Anti-ESG and Executive Pay Proposals

Meanwhile, anti-ESG sentiment does not appear to be diminishing; proposals in this area increased from 96 in 2023 to 117 in 2025. Nevertheless, successful outcomes are anticipated to remain low, particularly for proposals that fail to connect convincingly with financial materiality.

Additionally, the attention on executive compensation appears to be shifting, with proposals declining slightly from 78 in 2024 to 72 in 2025. Investors are increasingly focusing on the alignment between executive pay and performance in their decision-making processes.

Conclusion

The start of the 2026 proxy season brings with it a unique set of challenges and nuances that companies must navigate carefully. With a backdrop of declining proposal volumes, reduced SEC mediation, and increasingly detailed scrutiny on social and environmental proposals, organizations must adapt to this changing landscape while aiming to foster transparency and communication with their shareholders.

The insights when viewed together illustrate a landscape where stakeholder engagement and governance awareness are more critical than ever, shaping the corporate responses in this period of transformation.

About The Conference Board: The Conference Board is a member-driven think tank founded in 1916 that provides insights into economic affairs, governance, and corporate practices.

About ESGAUGE: ESGAUGE specializes in data analytics and insights regarding environmental, social, and governance practices among public companies to assist stakeholders and investors.

About Russell Reynolds Associates: A global leadership advisory firm, Russell Reynolds assists organizations in identifying and refining leadership strategies essential for navigating the complexities of today’s business environment.

About Rutgers Center for Corporate Law and Governance: A project of Rutgers University, this center serves as a vital resource for research and analysis in the corporate law space, focusing on governance practices and reform.