Here’s a summary of this report from ISS-Corporate about the key themes and trends for this proxy season so far:
- The SEC’s overhaul of the shareholder proposal process in its November 17th statement has shifted power to companies, empowering them to decide which proposals to exclude. The report found more than 70% of proposals for confirmed meetings have proceeded to a vote thus far, reflecting a cautious approach among early filers.
- Early data show traditional governance and environmental shareholder proposals regaining prominence among the Russell 3000, while so-called anti‑ESG proposals represent a smaller portion of proposal submissions thus far.
- While boards have enjoyed rising levels of director election support in recent years, the report suggests that accountability pressures are intensifying. Boards’ handling of shareholder proposals, as well as director compensation levels, are anticipated to be under increased scrutiny this proxy season.
- The report predicts a potential uptick in failed say-on-pay votes in 2026, following a period of strong say-on-pay support in the 2024–2025 season. This comes as executive compensation expectations shift toward longer time horizons with emphasis on pay and performance alignment over a five-year period, and one-time grants resurge.
- AI is beginning to reshape governance and proxy ecosystems, and is expected to play a larger role this proxy season, as companies expand board‑level AI oversight disclosures and institutional investors and service providers move to incorporate AI tools into the proxy voting value chain.
- Investor expectations are becoming more fragmented, with choice and customization increasing. The report suggests that boards will have to navigate conflicting investor signals, identify common drivers of voting behavior, and tailor their engagement and disclosures across multiple viewpoints for success.
