2026 U.S. Proxy Season Trends: Fewer Omissions, More Votes
Early proxy filings signal a shift in the 2026 proxy season. With fewer shareholder proposals omitted and issuers taking a more cautious approach, new SEC guidance is reshaping how companies manage proposal risk.
With proxy season underway and a substantial number of companies having filed their proxy statements, early filings point to a clear shift in shareholder proposal omission and withdrawal rates. Notably fewer companies with annual meeting dates from January 1 to May 15 have omitted shareholder proposals, a sharp contrast to last year, when nearly 30% of proposals were omitted during the same period.
This change appears to be driven largely by the SEC’s revisions to the shareholder proposal no action process announced last fall. Under the updated framework, the Division of Corporation Finance has indicated that it will generally decline to review or issue no action responses to most company requests to exclude shareholder proposals. As a result, issuers now bear greater responsibility for determining if a shareholder proposal should be excluded.
Early 2026 Proxy Filings Show Fewer Shareholder Proposal Omissions
Proxy filings suggest that many companies are taking a cautious approach to omitting proposals, opting to put most shareholder resolutions to a vote. This approach may reflect a combination of legal and reputational considerations, concern about potential director opposition, and declining investor support for certain proposal topics in recent years.
Shareholder Proposal Volume Hits Five‑Year Low, Governance Proposals Rise, Social and Environmental Submissions Fall
Overall shareholder proposal submissions have reached a five‑year low, though trends vary meaningfully by proposal type. Governance‑related proposals, which have historically dominated shareholder proposal activity, are particularly prominent this year and are at the highest level in recent years. In contrast, social and environmental proposal submissions declined further this year, following a sharp contraction observed in 2025. Anti‑ESG proposals also declined year over year; however, this decrease follows an unusually elevated level of activity last proxy season, rather than part of a sustained downward trend.
Governance‑related shareholder proposals continue to center on a familiar set of topics, including independent chair, special meeting rights, written consent, and simple‑majority voting standards. Although governance proposals have long dominated the shareholder proposal space, proponents’ specific focus shifts each year.
Governance Topics to Watch: Independent Chair and Written Consent
Early proxy filings indicate that independent chair proposals have re‑emerged as the primary area of focus in 2026, and are the most frequently submitted governance proposal, consistent with trends last observed in 2023. Submissions on written consent proposals have also increased meaningfully year over year, reaching unusually high levels this early in the proxy season.
Political Spending Proposals Remain a Key Social Focus
Meanwhile, proposals related to political contributions and lobbying are common social-related submissions, with a focus this year on political contributions. Overall, early trends point to continued attention on governance practices, alongside sustained investor interest in political spending.
ISS‑Corporate’s Approach to Proxy Season Insight
ISS-Corporate analyzes early proxy filings and proposal submissions to identify trends in omission and withdrawal rates and emerging topics. As the SEC no action process evolves and more matters move to a vote, issuers need a clearer, earlier read on proposal risk and response options. ISS-Corporate’s Compensation & Governance Advisory team supports issuers in anticipating proposal risk, pressure-testing governance vulnerabilities, and building proactive engagement plans.