Artificial intelligence only continues to grow in importance for next year’s proxies because investors and proxy advisors are paying attention to how companies handle AI, particularly in tech‐intensive industries. It’s also important because failure to adequately address AI risks and reflect oversight could expose the company to regulatory scrutiny or even litigation.
There is a caveat as the field is still evolving. Some companies are at an early stage in formalizing their AI governance practices, so practices vary widely – so not every company needs an extensive AI governance discussion. It depends on the extent to which AI touches a company’s business and whether it’s material.
Here are things you might need to care about:
- Board oversight narrative: If your company uses or intends to use AI, you should consider including language in the proxy about how the board or a committee monitors AI‑related strategy, risk, ethics, and deployment. It helps demonstrate to investors you’re thinking about this governance dimension.
- Materiality and risk factors: If AI is material (or arguably could become material) to the business, you may need to discuss it in the “Business” section, “Risk Factors” or “How we manage oversight” sections of the proxy.
- Avoid vague “hype” language: The disclosure should be specific and balanced — not just “We believe we’re a leader in AI.” Instead, describe what the company actually does with AI, what risks are involved, what governance controls exist.
- Committee charters, director expertise, reporting to the board: Some companies are adding AI oversight to existing committees (audit/risk/technology) or pointing out that a director has AI expertise, or that there is some ethics/technology oversight function. Even if you don’t establish a new “AI committee,” the proxy can reflect that AI is part of the oversight responsibilities.
- Integration with other governance themes: AI is increasingly being addressed alongside cybersecurity, data privacy, ESG‑type concerns (e.g., responsible AI). Proxy statements may reference how AI intersects with these other risks.
Here’s an example of board AI oversight disclosure from McKesson’s 2025 proxy:
