HERE ARE A FEW MORE TAKEAWAYS FROM OUR OBSERVATIONS OF MEETINGS TO DATE:

A MUCH MORE CONSIDERED APPROACH TO OMITTING SHAREHOLDER PROPOSALS IN THE ABSENCE OF NO ACTION LETTERS - as the season picked up steam and issuers wised up to the advisability of dropping obvious clunkers but allowing most to simply go to a vote, as we and several other observers advised.

A BIG DECLINE IN GENUINE ANTI-ESG PROPOSALS - but still some misleading anomalies in the way the statistics are calculated

As the Cooley blog noted, “During the 2026 season so far, anti-ESG proposal submissions have slightly decreased (121 proposals in 2026 YTD down from 128 proposals in 2025). 48 anti-ESG proposals have been voted YTD and average support is still in the single digits at 5%, brought up by 25% average support for independent chair proposals. [Oops – how, we’d ask, is an independent board chair proposal an ‘anti-ESG proposal’?]

A BIG DECLINE IN THE NUMBER OF MEETINGS THAT HAD TO BE ADJOURNED FOR LACK OF A QUORUM: Last year we had a dozen such meetings, including a few that had to be adjourned twice. vs. only two, one-time adjournments, so far this year. Aside from the fact that most companies can easily avoid being burned twice, issuers have been doing a better job of counting the house in advance, as we always urge them to do – and making sure that all their officers, directors and major holders vote – and VOTE EARLY. 

MOST OF THE BETTER PROXY SOLICITORS HAVE BEEN DOING A BETTER JOB HERE TOO, rather than laying in the weeds, as many did, in order to sell expensive, last-minute campaigns to round up telephone votes.

A SMALL BUT UNUSAL JUMP IN THE NUMBER OF LAST-MINUTE DIRECTOR WITHDRAWALS – We noted six so far this year, related, we think, to the fact that being a board director involves more time and effort every year.

TWO MEETINGS WHERE THE PROXY FOR THE PROPONENT FAILED TO SHOW UP, WHICH WERE DROPPED… At one meeting the Chair allowed about 20 minutes for the Proxy holder to show, since they had been in contact with him, while at the other they moved on immediately to strike the proposal. (Those old days, when Chairmen would often move the proposal as a courtesy, are gone for good we think.)

THE BEST VIRTUAL-ONLY MEETINGS EVER: So far this year our team of Inspectors have served at 343 Virtual Meetings - where issuers and their service providers have seriously upped their games to produce the best and smoothest VSMs ever: Not a single technical glitch, good audio quality, good reviews of operating results and the outlook for the future and ample times allotted for the Q&A – AND for participants to cast their votes online. (Full disclosure, 342 of the Meetings were managed by Broadridge and one Mega-Cap Meeting used the Computershare app. This year we had no Meetings hosted by EQ – where earlier, we’d been turned off by a Meeting host with a hard-to-understand English accent, which we hope they’ve remedied.)

ON THE MINUS SIDE, A SWARM OF LAW FIRMS TRYING TO REINVENT THE WHEEL: While almost all of the hundreds of outside law firms our Inspectors of Elections work with each year are a joy to work with, this season we’ve seen more than 20 instances where outside counsel tried to revise longstanding templates for written materials related to the Annual Meeting – for no purpose we could discern, other than to make themselves seem super-important - or simply to run up the bill. 

In one case, outside counsel asked us to substitute the term “Judges of Elections” for “Inspectors of Election” on the normally one-sentence Oath of the Inspector – a document that has been in use for over 100 years – and in the draft of the Final Report on the Voting as well. [We acceded to keep the peace, even though the issuer’s State Corporate Code referred to “Inspectors” rather than “Judges.”]

Several other lawyers tried to add more specific language to the oath, regarding the “duties of the Inspector” – which WE think are purposefully left vague - often getting them incomplete and often completely wrong!

Over a dozen law firms – for no good reason we could see –  tinkered with the draft Final Report we always prepare and submit for review, which tracks the sequence and the language that’s on the Proxy Card, And worst of all, all of them re-formatted the form - which we create as an Excel document - as a Word document. This created extra work all around – for us to manually enter and double-check all of the numbers – and for the issuer to re-transcribe the form to file the 8-k - plus the risks of typos or transpositions in re-transcribing – whereas Excel always assures that all of the many long numbers on the Report will prove to the quorum, as they must.

We also witnessed half a dozen lively debates about “Votes in Person” – how to count them, and how to report them, if at all - at Virtual and Hybrid Meetings. (See our discussion below on the all-important Ballot of the Appointed Proxies – how and when to file it – and what it should include.)