Proxy Season

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With each passing day, the 2026 proxy season gets more interesting (and not in a positive way for proxy advisory firms).  On December 8, 2025, the Trump administration issued an executive order (the “Executive Order”) addressing the influence that proxy advisors “wield” to promote “radical politically-motivated agendas” (read more here).  The Executive Order instructed…

On November 17, 2025, the Divisions of Corporation Finance and Investment Management (together, the “Divisions”) of the U.S. Securities and Exchange Commission (the “SEC”) published a statement (the “Statement”) regarding their respective reviews of requests to exclude shareholder proposals from annual proxy statements under Rule 14a-8 of the Securities Exchange Act of 1934, as amended…

In November 2025, ISS Governance (“ISS”) announced its global Benchmark Proxy Voting Guidelines for shareholder meetings with dates on or after February 1, 2026.  Consistent with prior years, the 2026 updates were derived from extensive outreach to institutional investors, companies and other affiliated organizations.  According to ISS, its proxy voting guidelines “are guided by the…

Webinar | December 10, 2025
12:00 p.m. – 1:00 p.m. EST
Register here.

The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to…

Guest post by The Society for Corporate Governance

For decades, corporate boards have wrestled with the role of proxy advisory firms—trying to understand their recommendations, spending more time on shareholder engagement, and, from time to time, questioning the focus of advisory firms on particular issues.  This article, published in Directors & Boards, analyzes the role…

Although it may seem early, it is already time to start preparing for the 2026 annual report and proxy season.  While many disclosure requirements remain consistent from prior years, there has been a significant shift in the focus of, and discourse relating to, the priorities of the Securities and Exchange Commission.  Practitioners started to see…

On November 17, 2025, the Staff of the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance published a new statement (the “Statement”) regarding the review of requests to exclude shareholder proposals by both the Division of Corporation Finance and the Division of Investment Management (together, the “Divisions”) during the 2026 proxy season (including…

10-K and Disclosure TrendsProxy Statement and Annual Meeting Preparation
Webinar | November 10, 2025
12:00 p.m. – 1:00 p.m. EDT
Register here.

The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and
…

On October 14, 2025, Glass Lewis announced that it will no longer offer its benchmark voting recommendations starting in 2027.  In lieu of benchmark voting recommendations, it will instead offer a set of options.  Glass Lewis cited the growing split between how the United States and European investors approach issues like fiduciary duties and sustainability.

For the first time in six years, no environmental shareholder proposals received majority support during the 2025 U.S. proxy season.  Data compiled by the Conference Board and Esgauge, reported by the Financial Times, indicates that both the number of environmental proposals filed and the level of shareholder support for them declined significantly this year.…