Trends and Updates from the 2026 Proxy Season

The Freshfields team reviewed key trends and developments for the 2026 proxy season, summarizing takeaways and guidance across several core areas: shareholder proposals; board, director and senior management trends; SEC updates; ESG proposals; compensation; anti-ESG legislation and litigation trends; shareholder activism; investor updates; and proxy advisory firm updates.

An overview of the key takeaways is provided below, and the full report can be found here. We hope this serves as a helpful resource for navigating evolving regulatory developments, investor and stakeholder expectations, and related considerations as companies prepare for the upcoming engagement and 2027 proxy seasons.

• Uncertain engagement climate sets the tone: Companies are navigating a fluid and increasingly fraught engagement landscape, set in motion by 2025 SEC guidance impacting passive investor qualification and amplified by evolving institutional investor dynamics, investor unease and uncertainty regarding the future of Rule 14a-8. The result is a more reactive, higher‑stakes environment, with heightened sensitivity shaping every interaction among stakeholders
• Proponents lean into core governance: There was a marked increase in governance proposals and corresponding decrease in environmental, social and compensation proposals, although support for governance proposals has fallen significantly while support for environmental and social proposals has increased slightly
• Themes stay the same: ESG proposals covered similar topics in largely the same proportion as the last few years despite the decrease in overall numbers for environmental and social proposals. Proposals on new topics reflected the broader social landscape as expected, but anti-ESG is a larger proportion of those proposals
• Referee leaves the field (and might take the ball home): The SEC stepped out from the Rule 14a-8 process after its long-standing role as arbiter and signaled upcoming rulemaking, leaving companies and proponents uncertain about next steps and the future of Rule 14a-8. Early fears that companies would take significant unilateral action were not borne out
• AI infiltrates proxy season: There was an increase in the number of AI-related proposals and investor demand for AI governance, across all broad proposal categories, while institutional investors and proxy advisory firms address how AI impacts their stewardship models
• Institutional investor influence splinters: Investors and proxy advisory firms are moving away from a more centralized stewardship model, which is changing the dynamics of shareholder engagement and how companies address solicitation efforts
• The new wave of activism: Activism levels remain elevated with next-generation activists vying for brand name status, while first-time activists battle to gain credibility, including emerging types of activists

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