Shareholder Voting

Subscribe to Shareholder Voting via RSS

The Office of Mergers and Acquisitions in Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance recently published two no-action letters agreeing not to recommend enforcement action related to certain Exchange Act rules as applied to retail investor voting programs.  These letters build on a no-action letter issued in fall 2025 to The Exxon…

On September 16, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments to modernize the proxy solicitation rules (Release Nos. 33-11439; 34-106385; File No. S7-2026-33) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which govern how companies and others solicit proxies to vote at shareholder meetings. Many…

In February 2025, the Securities and Exchange Commission’s Division of Corporation Finance published two new Corporation Finance Interpretations (“CFIs,” or CDIs, as they were known at the time) relating to when beneficial ownership of a reporting company’s securities must be reported on a Schedule 13D, as opposed to a Schedule 13G (read about it here…

Recently, Rep. Sean Casten (D-Ill.) introduced the Multi-Class Stock Company Voting Transparency Act, which directs the Securities and Exchange Commission (“SEC”) to improve the transparency of voting results at companies with multi-share classes and strengthen the quality of information available to investors.  Specifically, the bill would require companies with two or more classes of stock…

On April 15, 2026, the US Department of Labor (“DOL”) issued Technical Release 2026-01 , which provides guidance on the “application of ERISA’s fiduciary requirements and preemption provisions to proxy advisory services.” The Technical Release follows President Donald Trump’s December 2025 Executive Order, which directed DOL to update its regulations and guidance regarding proxy…

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 December 11, 2025, the President signed an Executive Order titled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors” (the “EO”).  The EO focuses on the influence of proxy advisory firms, specifically Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”).  According to the EO, ISS and Glass Lewis control over 90%…

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…

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.