Following up on the stats from last year in this blog entitled “Proxy Disclosure for Those Reincorporating,” here are the latest reincorporation stats courtesy of this note from Glass Lewis (also see this blog from John Jenkins with some gloss):
- While a widespread “DEXIT” has yet to materialize, state-to-state reincorporations by U.S. public companies remain in the spotlight.
- Of the 26 reincorporation proposals that went to a vote in the second half of 2025, 16 involved existing companies and 10 involved a SPAC or other business combination.
- Among existing companies, the most common reasons cited for reincorporating were the jurisdiction’s legal environment (81%), Delaware’s franchise taxes and fees (50%), litigation risk (38%) and business operations (25%).
- Only 29% of the reincorporations from the 2025 post-season involved significant or controlling shareholders, compared to 55% during the 2025 proxy season.
- Although average support for reincorporation proposals rose to 86% in the post-season compared to 82% in proxy season, more reincorporation proposals were not approved by shareholders (four, vs. two during proxy season).
