MID-YEAR UPDATES ON THE 2026 MEETING SEASON

Through June, CTHagberg LLC Inspectors of Elections have served at 395 of the 600+ Shareholder Meetings we expect to serve at this year, providing a very broad overview of how things have gone this season - straight from the Meeting Room floor. 

Of these, 342 or 86.5% were Virtual Only Meetings, we handled no Hybrid Meetings, and the remaining 58 or a mere 14.6% were In-Person only. 

At seven in-person Meetings, our Inspectors were able to attend “remotely” – via an open phone line, producing very nice savings in travel and lodging expenses. Very much worth considering for next year. We need to make arrangements for a corporate officer to receive any Votes In Person and scan or photo the fronts and backs and promptly forward them to the Inspector. Unless you are expecting hordes of attendees, or otherwise need or want us there, it’s no big deal to do – and very often, there is NO in-person voting these days – even at VSMs. 

HATS OFF TO GEORGESON ADVISORY’S MID-SEASON REPORT, An Early Look at the 2026 Proxy Season,” that highlighted these three important findings: 

1. 1. A 15% DECLINE IN THE NUMBER OF SHAREHOLDER PROPOSALS – due, we say, to a huge drop in the number of Environmental and Social proposals, offset in part by an uptick in an assortment of Governance and Anti-Governance proposals. 

• “NO ENVIRONMENTAL OR SOCIAL PROPOSALS PASSING SO FAR” and “GOVERNANCE PROPOSALS ACCOUNTING FOR OVER HALF OF ALL SUBMISSIONS FOR THE FIRST TIME IN RECENT YEARS” the Georgeson Report also noted. 

TO DRILL DOWN MORE DEEPLY, here are some excerpts from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner – hats off to them too - with some comments of our own in italics:

1. “GOVERNANCE PROPOSALS REMAINED STEADY [actually, up a bit] in volume and continue to receive relatively robust support. Proponents submitted 319 governance proposals in 2026, compared to 305 in 2025 and 316 in 2024, and average support of 33.8% is only slightly below the 35.2% and 35.1% averages observed in 2025 and 2024, respectively. As in prior seasons, governance proposal submissions were heavily concentrated among a small group of serial proponents, who collectively accounted for more than 75% of this season’s submissions.

Several governance proposal topics stand out this season: 

INDEPENDENT BOARD CHAIR SUBMISSIONS SURGED to 99 submissions in 2026 from just 31 in 2025, with average support of 24.6% (down from 31.3% in 2025).

[Our take as investors: We think that most of these proposals are a total waste of time – and fail to acknowledge the fact that when in troubled waters companies need to have a strong and experienced hand firmly at the helm: An insider – a hands-on doer - and not a “governance guru.” This year’s numbers show increasing Voter Fatigue where proponents should take note: Pick the targets with much greater care – and best of all, we say, look to settle for Board reassurances that they will make decisions ‘on the ground’ in response to business conditions – and certainly, never forever, as most proposals call for.]

• Shareholder written consent rights – Submissions increased sharply to 51 submissions in 2026 from 11 in 2025, all from the same group of proponents referenced above, and average support increased to 38.3% (from 26.3% in 2025). 

[Allowing shareholders to act by written consent is fine with us as investors – even though it’s often used to jump-start a proxy fight. So we HATE proposals that look to lower the threshold to a ridiculously low 10%. How is THAT a “good governance’ measure?? And, btw, the stats contain a mix of items, like ‘institute’ and ‘decrease’ the thresholds that muddies the waters a bit. But clearly, issuers need to up their game here – a lot – in light of the stats on “average support.”]

• Shareholder special meeting rights – This remained a prominent proposal topic in 2026, with 59 submissions (down from 70 in 2025), and average support of 39.2% (up from 32.8% in 2025). [

[We hate most of these proposals too: What could possibly be so important that investors can’t wait until the upcoming Annual Meeting…unless, maybe, 25% or more of them are alarmed enough to join forces here? Historically, please note, calling a “Special Meeting” has been a standard weapon of professional Proxy Fighters, hoping to seize control of the company or simply to put it in play. – where they often buy in with borrowed money, then sell out after the typical jump in price following the announcement of the Meeting. Issuers really need to up their game here too. Support for a 10% threshold this year is, undeservedly, and dangerously, we say,  way too high!]

• Simple majority voting – Proposals to eliminate supermajority voting provisions from governing documents declined to 32 submissions in 2026 from 40 in 2025 but remain among the highest-supported proposal topics at 59.1% average support, albeit down from 71.9% in 2025. 

[We LOVE these proposals, as a majority of investors do too. But often, issuers are unable to come up with the super-majority of Votes-Yes needed to pass the damned thing. And, btw, these provisions often cause issuers to fall short of approving things they themselves want to get done.] 

Worth looking at, we think – to assess your possible vulnerabilities next season, Cooley notes “The following governance proposal topics have achieved majority support in 2026 to date:

• Elimination of supermajority voting provisions from governing documents (5 proposals)

• Establishment of shareholder special meeting rights (4)

• Establishment of shareholder written consent rights (3)

• Board declassification (3)

• Shareholder approval prior to issuance of blank check preferred shares (2)

• Adoption of a majority vote standard for director removal (1)

• Shareholder approval of certain change-in-control severance agreements (1)

Notably, as the Cooley blog reported, “Exxon Mobil Corporation received a proposal this season relating to its new retail voting program, launched in September 2025, which allows retail holders to opt in to provide standing instructions to vote their shares at all future meetings in line with the board’s recommendations. The proposal requested that the company modify the program to offer additional voting options not aligned with the board’s recommendations. It failed with 23.5% support, but litigation challenging Exxon’s program remains ongoing.”  [An important issue in the court case may be exactly how many of the votes against were cast via the Robo-Voting platform. We bet it laid a very heavy hand on the scale – which is exactly the issue here. Stay tuned!]