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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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    ISS-Corporate Report Reveals How Shifting Governance Norms Shaped the 2026 U.S. Proxy Season

    NEW YORK (September 24, 2026) – ISS-Corporate, a leading provider of robust SaaS and expert advisory services to companies globally, today announced the release of its 2026 U.S. Governance Post-Season Review report examining corporate governance trends from the 2026 U.S. proxy season. The report found that a changing landscape influenced investor and issuer priorities and tactics. The Securities and Exchange Commission (SEC)’s decision to cease acting as arbiter of shareholder proposals impacted the proposal landscape, while the implementation and continued buildout of artificial intelligence (AI) capabilities also contributed to the sense of uncertainty and shifting governance norms.

    Key findings include:

    • The legal and reputational risks associated with shareholder proposal exclusions have shifted to issuers after the SEC stepped back from its role of providing no-action relief; regardless, the number of proposals omissions remained stable versus last year. While issuers now have more leeway to exclude proposals from proxy ballots, there is little evidence so far that they are aggressively pursuing this tactic. On balance, companies appeared to have taken a “wait-and-see” approach, allowing most proposals to go to vote.
    • Conventional governance-focused shareholder proposals surged in volume, while environmental, social, and so-called anti-ESG submissions continued to decline, likely driven by shifting investor sentiment and changing strategies in addition to the SEC policy change. ISS-Corporate data suggests that proponents are shifting tactics amid limited success for environmental and social proposals in recent years, improvements in company disclosures and practices, and the current socio-political environment.
    • Boards have prioritized experience and continuity in decisions about their composition, with higher tenure and age profiles, slowing diversity gains and a focus on traditional business skills. Fewer new directors were added, the report found, and directors overall tended to be older, with nearly half of S&P 500 directors now aged 65 or older. Demographic diversity among newly appointed directors moderated compared to prior years: in 2026, less than a quarter of new directors among Russell 3000 companies were gender diverse and 17.7 percent were ethically/racially diverse. This represents a decline of nearly 4 percent year-over-year and nearly 19 percent from 2022 for gender diversity. For ethnic/racial diversity this indicates a slight increase year-over-year but is down nearly 8 percent from 2022.  These figures suggest that efforts to diversify boards have largely plateaued.
    • How, and to what extent, corporate boards are providing oversight of AI attracted significant interest this proxy season. Board oversight of AI continued to grow significantly, with the number of S&P 500 companies disclosing some level of oversight growing to 31 percent from 24 percent in 2025.
    • More companies sought shareholder approval to reincorporate in a different state, the report found, 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. Investor concerns, including potential diminution of their rights and a possible deterioration of governance standards, appear to be intensifying.

    “Governance themes dominated the 2026 proxy season as investors looked to refocus on the fundamentals of how corporations are governed and what their rights are,” said Jun Frank, Head of Compensation & Governance Services at ISS-Corporate. “Change has become the norm as long-held governance standards will continue to be challenged in the year ahead. Companies that recognize and adapt to the new paradigm, through data-driven insight and expertise, will be best positioned to maintain investor confidence going forward.”

    To download the full report, please click here.

    ISS-Corporate is a leading provider of robust SaaS and expert advisory services to companies, globally. ISS-Corporate’s data-driven, research-backed Compass platform empowers businesses to understand and shape the signals they send to institutional investors, regulators, lenders, and other key stakeholders. By delivering essential data, tools, and advisory services, ISS-Corporate can help businesses around the world to be more resilient, align with market demands, and proactively manage governance, compensation, sustainability, and cyber risk initiatives. ISS Corporate Solutions, Inc. (“ISS-Corporate”) is a wholly owned subsidiary of Institutional Shareholder Services Inc. (“ISS”) and part of the ISS STOXX GmbH group of companies. This document and all of the information contained in it, including without limitation all text, data, graphs, charts (collectively, the “Information”) is the property of ISS-Corporate or its affiliates. The Information may not be reproduced or disseminated in whole or in part without prior written permission of ISS-Corporate. ISS-Corporate MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION. ISS-Corporate provides advisory services, analytical tools and publications to companies to enable them to improve shareholder value and reduce risk through the adoption of improved corporate governance practices. The ISS STOXX Governance and Sustainability research teams, which are separate from ISS-Corporate, will not give preferential treatment to, and are under no obligation to support, any proxy proposal of a corporate issuer nor provide a favorable rating, assessment, and/or any other favorable results to a corporate issuer (whether or not that corporate issuer has purchased products or services from ISS-Corporate). No statement from an employee of ISS-Corporate should be construed as a guarantee that ISS STOXX will recommend that its clients vote in favor of any particular proxy proposal or provide a favorable rating, assessment or other favorable result. For more information, please visit https://www.iss-corporate.com

    ISS STOXX GmbH, through its group companies, is a leading provider of comprehensive and data-centric research and technology solutions that help capital market participants identify investment opportunities, detect qualitative and quantitative portfolio company risks, and meet evolving regulatory requirements. With roots dating back to 1985, we today deliver world-class benchmark and custom indices across asset classes and geographies and serve as a premier source of independent corporate governance, sustainability, cyber risk, and fund intelligence research, data, and related offerings. Our products and services give clients the scale and leverage they need to grow their business more effectively and efficiently. ISS STOXX, which is majority owned by Deutsche Börse Group, is comprised of more than 3,800 professionals operating across 30 global locations in 20 countries. Its approximately 5,500 clients include many of the world’s leading institutional investors who turn to ISS STOXX for its objective and varied offerings, as well as companies focused on ESG, cyber, and governance risk mitigation as a shareholder value enhancing measure. Clients rely on ISS STOXX’s expertise to help them make informed decisions to benefit their stakeholders.