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ISS-Corporate Report Reveals How Shifting Governance Norms Shaped the 2026 U.S. Proxy Season
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2026 U.S. Governance Post-Season Review: Investors and Issuers Adapting to New Norms

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    Corporate Governance

    2026 U.S. Governance Post-Season Review: Investors and Issuers Adapting to New Norms

    The 2026 U.S. proxy season was defined by a shift away from some long-established governance norms and practices in some areas as well as a return to tradition in others.

    The SEC’s new “hands-off” approach to the no-action relief process means issuers must assume greater responsibility for the legal and reputational risks of excluding shareholder proposals from their proxy ballots. It also means investors need to seek new ways to communicate their priorities to company directors and management. So far, the SEC change hasn’t yet led to a surge in exclusions.

    Download the full report to discover:

    • Traditional governance-related proposals were more frequently submitted and voted on, as proponents focused on efforts where they saw the most likelihood of success. Environmental, social and anti-ESG proposals continued to decline
    • More companies sought shareholder approval to reincorporate in a different state, with Texas emerging as the most popular destination. However, the data suggests shareholders may be beginning to push back, as several attempts failed to receive the requisite support and the median vote support level plunged. A potential mass exodus from Delaware failed to emerge.
    • Board oversight of AI continued to grow in momentum, with the number of S&P 500 companies disclosing some level of formal board oversight growing to 31% from 24% in 2025.
    • Boards have prioritized experience and continuity in decisions over their composition, with higher tenure and age profiles, slowing diversity gains, and a focus on traditional business skills.