Did you know that nearly 63% of public companies – at least those in the ISS coverage universe – are incorporated in Delaware? 5% are incorporated in Nevada. 1% in Texas. Maryland is actually in 2nd place with 7%. These stats are all courtesy of an interesting collection of statistics about reincorporation provided in this ISS blog.
Through June of this year, 18 companies have proposed to reincorporate out of Delaware, versus 10 moving into Delaware from other states. Those are not big numbers yet the topic of reincorporation is hot as the Nevada and Texas legislatures make changes to their state laws so that they are viewed as more business-friendly.
As noted in the ISS blog, in response to the threat of further losses, Delaware announced earlier this year a series of proposed reforms to the Delaware General Corporation Law that would effectively overturn some of the recent Chancery court rulings and give greater latitude to companies and controlling shareholders, in an explicit attempt to head-off the “DExit” that would threaten to reduce a major source of revenue for the state.
The appendix provided at the bottom of the ISS blog has a list of the companies who had reincorporation on the ballot during this year’s annual meeting. The list also provides the states reincorporated to – and from.
For an example of proxy reincorporation disclosure, see this excerpt from the 2025 Tempus AI proxy:
