What defined the 2026 proxy season?
2026 report
Trends & Updates From the 2026 Proxy Season
What’s in this report from Freshfields:
The 2026 proxy season was shaped by a significant shift in the SEC’s approach to shareholder proposals, widespread uncertainty around the future of Rule 14a-8 and a notable rebalancing of proposal categories. Governance proposals rose sharply to 322, up from 244 the year prior, while social proposals fell by nearly half and environmental proposals declined as well, even as support for both increased slightly. This report from Freshfields examines how those dynamics played out and what they signal heading into next year.
Some key findings:
- The SEC’s November 2025 decision to step back from its long-standing role as arbiter under Rule 14a-8 left companies and investors without clear precedent on exclusions, and at least six companies have since faced investor lawsuits over excluded proposals.
- AI-related proposals grew in number and scope, with institutional investors and proxy advisory firms also grappling with how AI is affecting their own stewardship models.
- Institutional investor influence is splintering away from a more centralized stewardship model, shifting the dynamics of shareholder engagement and how companies approach proxy solicitation.
