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ISS-Corporate Forecasts Key Themes for Unprecedented 2026 U.S. Proxy Season
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2026 U.S. Proxy Season Preview: Proxies in Uncharted Waters

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    2026 U.S. Proxy Season Preview: Proxies in Uncharted Waters

    Corporate boards are heading into uncharted territory in the 2026 proxy season, with long-held governance norms upended, paradigm shifts challenging conventional wisdom and changing investor perspectives resulting in diverging definitions of “accepted best practice.” At the same time Artificial Intelligence is not just disrupting company operations, but the entire proxy ecosystem. ISS-Corporate looks at early filings for insights into the season ahead.

    A fundamental shift in Securities and Exchange Commission policy late last year gave corporates much greater influence in deciding which shareholder proposals will be placed on the ballot. How companies and investors react to this change will be one of the most important issues to watch this season.

    Download the report to discover:

    • Key Insights: Early indications show that companies may be cautious about using their new-found power to exclude shareholder proposals. More than 70% of proposals for confirmed meetings have proceeded to a vote.
    • Governance & Compensation and Environmental proposals appear to be regaining prominence, while anti-ESG proposals represent a smaller portion of proposal submissions thus far.
    • Potential Challenges: If shareholders are prevented from voting on proposals that they view as potentially beneficial, they may instead register their opposition by opposing director elections, much as they once used compensation committee elections to signal concerns before the advent of say-on-pay.
    • The strong support on say-on-pay seen in 2024-2025 may be short-lived as executive compensation expectations shift toward longer time horizons with emphasis on pay and performance alignment over a five-year period, and a resurgence of one-time grants may result in more say-on-pay failures in 2026.