Turmoil In Proxy Land: Why It’s More Important Than Ever To Have Truly Expert Outside Counsel On Your Team

In our 30+ years of deep involvement in shareholder meetings, proxy voting, proxy contests, shareholder activism, and corporate governance in general, we have NEVER seen an environment as volatile or as consequential as the one corporate issuers will face in 2026.

Consider just a few of the converging forces:

• A major deregulatory shift at the SEC — including no No-Action letters for the 2026 AGM season and a promise to review and maybe overhaul the entire SEC rulebook – a goal that has been seconded by the White House.

• Intensifying challenges to precatory proposals, likely driving more binding bylaw proposals and Vote-No campaigns aimed at selected Directors - unless issuers can negotiate satisfactory “peace deals”

• Game changing developments on the Voting Advisory fronts - with ISS and Glass Lewis cutting back sharply on the amount of recommending they’ll issue unless paid to do so and mega-investor JPMorgan Chase abandoning outside voting advice altogether to use an A-I app developed in-house.

• State-level campaigns encouraging issuers to change domiciles, which seem to be gaining traction - promising reduced fees, reduced regulation, friendlier courts and extremely high proposal thresholds - But wow! A big risk, we say, where longstanding and well-tested legal precedents are concerned - where issuers can usually save a lot of time and money by relying on them.

• A sharp increase in proxy contests - with much more aggressive tactics and more insurgent wins with the so-called Universal Proxy Card - with many more to come, we guarantee.

• A highly controversial vote-solicitation campaign at ExxonMobil - which many other issuers are reportedly considering. Beware, we say, of bringing down wrath and retribution from institutional investors who are almost universally opposed.

• A huge generational shift in shareholder demographics and behaviors - as Gen Z exhibits a big interest in direct equity ownership… and prepares to inherit nearly $90 trillion in financial assets.

• Very concerning, retail voting participation, which is normally pro-management, is at an all-time historic low - well under 10% at many companies.

• Even more concerning - deep and dangerous misunderstandings at the SEC where the details of proxy voting are concerned. (See our sidebar on how bad this really is.) Meanwhile, the competitive landscape – and the “rankings” for legal advisors, and for proxy solicitors and advisors too - are shifting rapidly, with a host of newer, smaller and much more aggressive firms bypassing many of the former leaders at “old guard” firms. (See our update on the current Proxy Solicitor/Advisor universe in this issue.)

If there was ever a moment when issuers need premier legal counsel, and superior strategic and PR advice — and where the key players need to demonstrate specialized leadership — that moment is now.