Summary: Proxy Season 2026–Governance Resilience in a Polarized Landscape

Third Economy hosted a webinar on December 1, 2025, exploring the trends and events affecting the 2026 proxy season and our take on how to prepare impactful communications this year. Our discussion centered on the increased uncertainty around shareholder voting and engagement and how companies can create a disclosure strategy for this year and beyond.

We were lucky to be joined by two leading voices in our industry: Bob McCormick, Executive Director of the Council of Institutional Investors, and Ken Bertsch, Governance Advisor to Broadridge and longtime expert in the space.

Our summary on the discussion is below:

Macro Trends for Proxy Voting and Evolving Corporate Governance Expectations 

SEC Chair Atkins' Position on Precatory Proposals

SEC Chair Paul Atkins suggested that precatory (non-binding) shareholder proposals may not be proper subjects under Delaware law, indicating the SEC would likely support companies excluding them. Subsequently, the SEC announced it will no longer issue no-action letters on proposal exclusions due to backlog issues.

The impact: Companies now have more latitude to exclude proposals without SEC approval, but many may hesitate due to shareholder perception or litigation risk. Our experts expect fewer shareholder proposals in 2026, though the extent remains to be seen.

ExxonMobil's Retail Voting Program

ExxonMobil recently launched a program allowing retail shareholders to opt into automatic voting with management. Shareholders can override this automation by submitting their own proxy card, and Exxon has committed to messaging opt-out opportunities as actively as opt-ins.

The impact: Similar to claims of investor "robo-voting" based on pre-determined policies on certain voting items, the concern is that this program goes further by granting blanket approval by shareholders for future proposals not yet developed. Our experts questioned whether retail shareholders will actively monitor and override when needed and how this will affect voting outcomes more broadly.

Pass-Through Voting Expansion

BlackRock, Vanguard, and State Street now allow underlying shareholders in pooled vehicles to direct their votes through various policy options (ISS, Glass Lewis, voting with management, etc.) – an expansion of this feature from just separately managed accounts.

The impact: Companies face reduced visibility into how their largest shareholders vote, as decision-making now disperses to underlying clients. This lack of transparency makes it harder for companies to know whom to engage with and how to assess shareholder sentiment.

Proxy Advisor Changes

In 2027, Glass Lewis will eliminate house voting recommendations, instead providing multiple reports based on different policies. Most clients already use custom policies rather than following house recommendations, so while this is not a huge shift from the norm, it does provide increased complexity for investors.

The impact: The shift may make it harder to anticipate voting patterns and examine issues more closely, as companies will need to track multiple policy viewpoints. Without a singular voting recommendation, even sophisticated investors may miss the opportunity to look a bit more closely at a case-by-case issue.

The Outlook

The 2026 proxy season will be one of uncertainty. While companies are defensively motivated (to avoid regulation or litigation), the unfortunate byproduct may be reduced transparency and less collaborative engagement between companies and shareholders.

Practical Implementation Guidance

Given the increased complexity and reduced visibility in the 2026 proxy season, companies need to focus on direct communication, transparency, and proactive engagement. Here are key actions to take:

1. Expand and Document Shareholder Engagement

Continue reaching out to your top shareholders and engage on their priorities—don't let uncertainty discourage engagement. Consider tailored communications plans for all of your investors – whether it’s clear, accessible communications for retail investors or more nuanced messaging for international shareholders.

Document your shareholder feedback in your proxy communications and demonstrate specific actions taken in response.

2. Maximize Transparency in Disclosures

Provide comprehensive information directly to shareholders in detailed disclosures so that investors using different policy frameworks can all find what they need.

Clearly articulate how governance practices align with business strategy and performance and be specific about governance actions and their business rationale.

3. Navigating Politically Charged Topics

In today’s political landscape, it’s important to focus on facts and enterprise risks rather than trigger terms or jargon.

Frame issues as enterprise risks rather than political positions and discuss how diversity of thought impacts business strategy and performance. Show how different perspectives on your board drive better decision-making across the entire organization

Note that investors continue engaging on these topics privately, even if less visibly.

4. Prepare for Greater Voting Uncertainty

Don't assume historical voting patterns will hold true in 2026.

Reach out earlier in the season before votes are locked in and track multiple proxy advisor viewpoints.

The Bottom Line

1. Engage and listen to shareholders across all segments, then demonstrate you've acted on feedback.
2. Be transparent about strategy, performance, and governance—assume investors are less likely to rely upon intermediaries in 2026.
   

    

Disclaimer: The summary provided does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available are for general informational purposes only.