2026’s Proxy Season and Annual Report Guide

David Lavan, Caitlin Throne, Faith Wood, Hunter Taylor, Clara Moore, Audrey Woodward

Introduction

The 2026 proxy season is expected to bring meaningful developments that have the potential to reshape how companies approach the proxy process. From the continued reversing of the pendulum regarding diversity-focused policies to the Securities and Exchange Commission’s (the “SEC”) recent withdrawal from refereeing shareholder proposals, companies will confront a unique mix of regulatory, geo-political, and governmental changes. As the 2026 season kicks off with continued tariff uncertainty and increasingly rapid developments in the artificial intelligence space, public companies face a proxy landscape in which they’ll have to weigh shifting priorities. The following guide includes:

A recap and analysis of the 2025 proxy season;
Predicted changes for 2026, with special attention to proposed policies and procedures promulgated by the SEC; and
Guidance regarding approaches to these changes during the 2026 proxy drafting process.

2025 Proxy Season in Review

De-emphasis on ESG and DEI matters

The 2025 proxy season, which shortly followed Donald Trump’s inauguration on January 20, 2025,[1] reflected the administration’s immediate deprioritization of, and shift away from, Diversity, Equity and Inclusion (“DEI”) and Environmental, Social and Governance (“ESG”) initiatives that had been at the forefront of the prior administration’s SEC efforts. While President Trump was extremely vocal about the end of DEI in a number of contexts,[2] his SEC also jumped into the fray, withdrawing certain rulemaking initiatives aimed at increased ESG disclosures[3] and asking Circuit courts not to schedule oral arguments related to the SEC’s climate-related disclosures until the SEC determined whether to defend the policies.[4] These starts and stops in rulemaking and defense of existing rules led to uncertainty for public companies, which had been gearing up to comply with disclosure requirements, or were already complying with disclosure requirements related to DEI and ESG initiatives, which had been a key focus of the prior administration.

This systemic shift did not only happen from the top down, but also from the bottom up. In 2025, public companies saw an increase of shareholder proposals asking companies to abolish DEI policies and initiatives as well as report on the risk of discrimination based on social viewpoints.[5] The 2025 proxy season marked a sharp shift not only at the SEC level, but also at the shareholder level, leaving public companies in the middle, trying to figure out which disclosure was required, advised, and whether to continue tracking ESG and DEI initiatives at all.

Reduced No-Action Review as set forth in Rule 14a-8

In November 2025, the SEC’s Division of Corporation Finance (“Corp. Fin.”) announced a substantial shift in its handling of no‑action requests under Rule 14a‑8 for the 2026 proxy season. Exchange Act Rule 14a-8 requires public companies to include a shareholder’s proposal in their proxy materials for an annual or special meeting unless the proposal qualifies for an exclusion. Under Rule 14a-8(j), a company that intends to exclude a proposal must notify the SEC and the shareholder proponent and, company must provide specific reasons for the omission and supporting analysis from the company’s counsel. Traditionally, to exclude a shareholder proposal from its proxy materials, a company would submit a “no-action” request to confirm Corp. Fin. would not recommend that the SEC take enforcement action if the company were to exclude the proposal. The SEC will no longer issue no-action letters on substantive grounds for excluding shareholder proposals, shifting the burden to companies to justify exclusions. This change will go into effect for the current proxy season (October 1, 2025 – September 30, 2026) and extends to no-action requests received before October 1, 2025, with respect to which Corp. Fin. had not yet provided a response.[6]

For exclusion requests based on grounds other than Rule 14a‑8(i)(1) (which allows companies to omit a proposal if it not a “proper subject for shareholder action” under state law), companies must still submit the required Rule 14a‑8(j) notice at least 80 days before filing their definitive proxy statement. However, Corp. Fin. will not provide substantive commentary unless the company includes an unqualified representation that a reasonable legal basis for exclusion exists. In such cases, Corp. Fin. will issue a non-objection letter without evaluating the merits of that basis.

Corp. Fin’s continued review under Rule 14a‑8(i)(1) reflects ongoing uncertainty regarding “precatory” non-binding proposals under state law, particularly in Delaware. The SEC’s Chairman, Paul Atkins, has indicated strong confidence that, with appropriate legal opinions indicating the subject matter is not for a proper purpose under state law, exclusions of non-binding proposals under this provision will withstand scrutiny. Former SEC Commissioner, Caroline Crenshaw, criticized the shift as “an act of hostility toward shareholders,” cautioning that it may encourage issuers to exclude proposals without meaningful oversight.

With the SEC’s marked shift in policy and the likelihood of further changes ahead, public companies must approach the exclusion of shareholder proposals with increased scrutiny supported by thorough legal analysis. The absence of Staff concurrence offers no protection against shareholder litigation or potential enforcement actions. Companies therefore bear the full burden of defending exclusions and must continue to provide proponents and other stakeholders with detailed bases for exclusion in their Rule 14a‑8(j) notices. Companies should also closely track forthcoming SEC guidance, including developments on precatory proposals under Rule 14a‑8(i)(1), as these areas remain unsettled.

Glass Lewis and ISS 2026 Voting Policy Updates

In late 2025, the two leading proxy advisors, Glass Lewis and ISS released policy updates that became effective January 1 and February 1, 2026, respectively.

CEO Pay Versus Performance

Notably, both institutions updated their policies regarding the CEO pay versus performance analysis by, among other things, expanding the measurement period for the analysis. Specifically, Glass Lewis expanded their three-year window to a five-year consideration period, and ISS implemented a five-year consideration period for total shareholder return versus CEO pay and company financial performance versus CEO pay, plus one and three-year periods for a median comparison of other CEO pays. ISS may also consider whether there are vesting or retention requirements for equity awards with a long-term focus as an additional qualitative factor in its pay versus performance analysis.

Glass Lewis made more drastic changes to its pay for performance analysis and announced an entirely new scorecard. Instead of scoring companies on a letter scale from A to F, Glass Lewis will now grade companies based on CEO pay for performance on a 0 to 100 scale, 100 representing no need for concern from shareholders. The scorecard factors are:

Granted CEO Pay v. Total Shareholder Return
Granted CEO Pay v. Financial Performance of the Company
CEO Short-Term Incentive Payouts v. Total Shareholder Return
Named Executive Officer Pay v. Financial Performance of the Company
CEO Compensation Actually Paid v. Total Shareholder Return
Qualitative Test:
- Any one-off awards granted?
- Any upward discretion exercised?
- Is fixed pay greater than variable pay?
- Are incentives unlimited/ not disclosed?
- Is maximum LTIP payout potential excessive?
- Is there a short vesting period for LTIs?
- Any upward discretion exercised?

Arbitration Provisions

Among Glass Lewis’ policy updates is an amended approach to mandatory arbitration provisions. Mandatory arbitration requires investors to resolve federal securities law claims through arbitration, which many view as limiting shareholder rights—such as access to courts, class actions, and public rulings—reducing transparency and legal certainty. Because of these concerns, Glass Lewis may recommend voting against governance committee members if restrictive provisions are adopted post-IPO, spin-off, or direct listing. It will also generally oppose any bylaw or charter amendment introducing mandatory arbitration unless the company provides clear reasoning as to how shareholders benefit, evidence of legal process abuse, narrowly tailored provisions, and strong governance practices.

Shareholder Rights

Glass Lewis made multiple other policy changes in the 2026 guidelines to better protect shareholder rights. Specifically, Glass Lewis recommended shareholders vote against governance committee members who try to restrict shareholder rights, for example, by limiting shareholders’ ability to submit proposals. Additionally, Glass Lewis now analyzes company proposals to remove supermajority voting requirements and company proposals that group multiple governing document amendments in one proposal on a case-by-case basis.[7] Lastly, looking ahead, Glass Lewis announced on October 15, 2025 that, starting in 2027, it will shift its voting recommendations to include multiple perspectives to allow clients to better tailor the advisory firm’s recommendations to their circumstances.[8]

Say on Pay

Additionally, ISS updated its approach when evaluating how companies respond to what it considers low say‑on‑pay support—defined as receiving less than 70% of votes cast—to be more flexible. Under the updated approach, ISS may view a company’s response more favorably if the company can show it made meaningful efforts to engage with investors, even if those efforts did not yield specific or actionable feedback. To make this determination, ISS will review the company’s actions and explanation, as well as consider various factors. A recent factor that ISS will take into consideration in 2026 is significant corporate activity.[9]

For 2026, ISS shifted its recommendation from “generally vote for” to vote “case-by-case” on shareholder resolutions requesting information disclosures regarding climate-change-related risks to the company and on shareholder proposals requests a company report on greenhouse gas emissions. ISS also updated the factors it considers for climate change and greenhouse gas emission related proposals.

Implications

Overall, the policy updates from both firms seem supportive of shareholder rights, while, in some cases, addressing corporate concerns. For example, extending the consideration period for CEO pay-for-performance analysis from three to five years allows for a more comprehensive and accurate evaluation of companies’ long-term performance and, therefore, CEO performance. However, the impact of these policy updates, and therefore voting recommendations, is unknown in the face of an uncertain political environment and the enhanced pressure faced by proxy advisory firms.

EDGAR Next

The SEC rolled out its new EDGAR Next platform in March 2025 and filing with the new system became mandatory for all filers on September 15, 2025. As a result, all public companies and their Section 16 reporting persons (officers, directors and significant shareholders, as the case may be) should be enrolled on the new platform.

One of the main changes implemented via EDGAR Next was an enhanced security framework. The new platform changes the way that filing accounts are managed – the SEC rules require that individuals who want to access filings must be specifically designated as an “authorized person” by the original filer. Similarly, those accessing a filing are required to have their own individual login credentials from Login.gov.[10] This new structure ensures enhanced clarity in determining who viewed the EDGAR Next dashboard and what actions they can take.

Despite any difficulties transitioning to the new platform, the SEC will continue to strictly enforce Regulation S-K Item 405, which requires companies to report late filings made by company insiders.[11] To avoid any Item 405 late filing disclosures, ensure that all reporting people under Section 16 are enrolled on EDGAR Next.

Potential Changes to Come in 2026

Emergence of Blockchain Proxy Voting

Blockchain technology gained significant traction in the corporate space in 2025, and will make its way into proxy voting with a new platform launched by tZero and Voatz. Blockchain is a method of data storage offering enhanced security. It adds extra layers of protection to collected data, ensuring that the data can’t be altered. The blockchain method decentralizes data storage. Thus, instead of the collected data being stored in one place or on one server, it’s stored in multiple places, or “blocks.”[12]

Broadridge Financial Solutions was one of the first advisory entities to dabble in this technology. Broadridge, a financial technology company, began testing blockchain back in 2017. They ran a successful pilot program to facilitate worldwide proxy voting in collaboration with J.P. Morgan, Northern Trust, and Banco Santander.[13] Company leaders cited efficiency and transparency as the reasons for testing the program. The pilot offered access to voting progress updates throughout the proxy period, providing daily analytics to authorized users. Despite the program’s success, some remained skeptical of the potential benefits of blockchain, with Northern Trust stating that “blockchain still needs to reach a level of maturity where the industry and regulators are confident that safe, low-risk implementations can be delivered. Industry adoption will require significant collaboration, new technical and security standards, as well as legal and regulatory adaptation.”[14] After the pilot program concluded, advancement of blockchain proxy voting seemingly paused, especially after the 2022 cryptocurrency crash caused investment in blockchain to come to a halt.[15] Broadridge continued to refine its blockchain data storage system but turned its attention towards implementing blockchain in other areas, finding extreme success in the repo market.[16]

The movement towards blockchain proxy voting was revitalized in November 2025, when tZero and Voatz announced that they would join forces to launch a program capable of supporting it.[17] This collaboration is unique because it combines two separate industries: tokenization technology and remote shareholder voting. Interestingly, perhaps, tZero specializes in using blockchain to “tokenize” funds, meaning that investors can use “tokens” to invest in different companies.[18] Voatz focuses on secure, remote voting via a mobile app, which has been used by five million voters in over 140 national and international elections, including the 2024 election in the United States.[19]

The proxy platform designed by tZero and Voatz will facilitate remote shareholder proxy voting. Independently, the Voatz platform requires a three-step verification process to ensure accurate voting: fingerprinting, a live photo cross referenced with the individual’s driver’s license, and a one-device-per-vote system.[20] These identification checks, in combination with the extra protection from blockchain data storage, have the potential to completely change the proxy voting process by allowing accurate polling with greater shareholder participation. If the platform is adopted, the proxy process could become exponentially quicker, because votes could be cast instantaneously from anywhere in the world with a verified mobile device.

Critics of the collaboration cite concern surrounding the potential for proxy vote tampering and fraud, with fears that this development will disrupt the integrity of the voting process. These critiques serve as an example of the shifting priorities companies face in corporate governance: innovation at the risk of integrity. Nonetheless, the launch of the tZero and Voatz platform underscores how quickly technology can potentially impact proxy voting, and how corporate governance will continue to evolve.

Emergence of Automatic Voting Program

In another effort to use innovative methods to secure increased voter participation, the SEC has recently made a pivotal decision to permit ExxonMobil to use automatic voting for retail shareholders. On September 15, 2025, ExxonMobil requested the SEC confirm through a no-action letter that the agency would not recommend enforcement action against its innovative Retail Voting Program (“RVP”).[21]

ExxonMobil’s RVP proposal permits retail investors, including any registered owner or beneficial owner of such shares, to enroll in the program which instructs the company to automatically vote on behalf of the investor in alignment with the board of directors’ recommendations. However, this program does not completely take away the retail investors’ ability to exercise control over their votes. Investors can choose to limit the scope of voting, override their automatic vote prior to shareholder meetings, and opt-out at any time. Moreover, this program is freebut is limited to retail investors and is not available to investment advisers.

Corp. Fin., through a no-action letter, confirmed that it would not recommend enforcement action on the specific basis that the program violates 14a-4(d)(2) and 14a-4(d)(3) of Regulation 14A, which generally limits proxy voters to only vote at the next meeting and limits the proxy authority to only one meeting, provided that ExxonMobil implements the program as proposed so that retail investors will have the ability to opt-out, override automatic instruction, receive proxy materials, and participate without incurring cost.[22]

The SEC’s decision does not come without significant controversy. ExxonMobil claims that this program and others like it will substantially increase voting participation while staying true to historical shareholder voting patterns. ExxonMobil cites that nearly 40% of their outstanding shares were held by retail investors, but only a quarter of the shares were voted. Moreover, ExxonMobil does not predict that voting in line with the Board’s recommendations would suppress shareholders since 90% of retail investors historically supported all of the Board’s recommendations.[23] However, shareholder advocacy groups such as As You Sow and the Interfaith Center for Corporate Responsibility have filed a request with the SEC to rescind its approval citing that the program stifles shareholders ability to critically analyze and evaluate each proposal, ultimately increasing management’s control.[24] Similarly, the City of Hollywood Police Officer’s Retirement System is suing ExxonMobil, alleging that the company is breaching their fiduciary duties and seeking an injunction.

Implications

Wrangling the retail shareholder vote has long been a corporate governance concern. This is a particular concern for public companies with a large base of retail investors. The RVP offers an alternative method of increasing retail shareholder participation. Note, however, that proxy voting remains subject to state corporate law, which varies. Therefore, we recommend public companies review their particular state corporate codes as they relate to indefinite standing voting instruction. For example, New Jersey, where ExxonMobil is incorporated, allows for indefinite standing voting instructions under Section 14A:5-19 of the New Jersey Business Corporation Act. Thus, ExxonMobil provides in the standing voting instruction that the instruction “will remain effective and in place for every shareholder meeting until canceled by the shareholder.”[25] Similarly, Section 1701.48(C) of the Ohio Revised Code requires that a proxy appointment is valid for longer than an 11-month period if the writing specifies that it is “to continue in force,” which allows it to be valid until revoked.[26] Section 21D-7-722(c) of the West Virginia Code also states an appointment is valid for 11 months unless a longer period is expressly provided. Thus, it is imperative to check state law of the company’s state of incorporation to determine whether the program complies with applicable state law.

Companies must also carefully factor in the cost and composition of shareholders when deciding to implement a similar program. The costs include the rollout of the program, marketing, and continuous communications to make sure the company is effectively reaching retail investors through annual voting reminders and an efficient opt-in and opt-out program. Companies with a large base of institutional shareholders may decide the cost is not worth the effort. In addition, early adopters might encounter investor backlash in the form of investor lawsuits to maintain traditional shareholder rights, a cost that may be hard to predict or quantify.

Decrease in Reporting Guidelines to Optional Semiannual Reporting

On September 15, 2025, President Trump advocated via social media that the SEC consider reducing the frequency of earnings reporting from quarterly to semiannually. The President previously endorsed the change during his first term in 2018 when the SEC issued a request for comment on quarterly earnings releases and reports, but the rulemaking process did not advance. Chairman Atkins confirmed in September 2025 that the SEC intends to propose a rule change granting companies the option to maintain quarterly reporting or transition to semiannual reporting. He also announced a comprehensive review of Regulation S-K aimed at refocusing disclosure requirements on material information and eliminating immaterial disclosures.

The SEC has maintained the current reporting framework since 1970. Public companies are required to file Form 10-Q to disclose financial statements, management discussion and analysis, disclosures, and internal controls for the previous quarter. Debate centers on whether the costs and burdens of producing this information benefits shareholders and the financial markets. While company executives contend that reducing reporting frequency would lower costs and diminish short-term pressure from Wall Street, others warn the loss of transparency could foster riskier practices or even fraudulent behavior and heighten stock price volatility.

Changes in reporting can have unintended consequences. The SEC’s European Union counterpart, the European Commission (the “EC”), removed quarterly reporting requirements for public companies in 2013. In doing so, the EC concluded that quarterly updates did not provide investor protections, but subsequent research indicated that this change prompted non‑U.S. firms’ stock prices to become overly sensitive to U.S. quarterly earnings, as investors tried to “fill the information vacuum” using U.S. peer disclosures.[27]

Change is likely to happen. Any change is unlikely to happen soon. The SEC will have to sort through questions, conduct required economic analyses, and then propose a rule subject to public comment, which typically lasts at least 60 days, before publishing a final rule. Even following publication of a final rule, there is a 30-day transition period before the rule is effective. Despite that, this rule may not go into effect in the coming months, and companies should begin to consider what this shift would look like for them. For example, a company may decide to revise their 8-K filing procedure and pursue filing more 8-Ks to supplement the semi-annual reports. Companies may also consider reviewing their insider trading policies. Typically, open trading windows and trading blackouts coincide with the timing of the quarterly earnings reports. Consequently, should the SEC transition to semi-annual reporting requirements, companies will have to review their current insider trading policies to re-align the timing of open trading windows and blackouts.

Executive Order and Florida Lawsuit Regarding Glass Lewis and ISS

State Initiatives

In 2025, Texas Attorney General Ken Paxton and Missouri Attorney General Andrew Bailey both launched investigations into Glass Lewis and ISS alleging that the two companies issued recommendations that advanced political agendas without regard to the financial best interests of companies.[28]

Subsequently, on November 20, 2025, Florida Attorney General James Uthmeier filed a lawsuit against Glass Lewis and ISS alleging violations of consumer protection and antitrust laws. The complaint accuses the advisory firms of deceiving investors, coordinating their services, and steering corporate governance in ways disconnected from financial performance.[29]

Executive Order

Then, in December 2025, the White House issued an Executive Order (“Order”) aimed at increasing oversight of the foreign-owned proxy advisor firms ISS and Glass Lewis. President Trump cited concerns over foreign ownership and politically driven agendas, mainly DEI and ESG initiatives. The Order directs the SEC Chairman to review the legality of the advisory firms’ DEI and ESG recommendations, consider whether proxy advisors may need to register under the Investment Advisers Act of 1940[30], and review, and potentially revise, proxy-related rules. Specifically, the Order calls out whether 17 C.F.R. 240.14a-8, which covers whether a company must or can choose to include a shareholder’s proposal in its proxy statement, can be revised in favor of excluding more shareholder proposals. The Order further called for the Federal Trade Commission Chairman to reinvestigate the advisory firms for unfair methods of competition or unfair or deceptive acts that harm U.S. consumers. Lastly, the Order called on the Secretary of Labor to update ERISA fiduciary standards to ensure proxy voting advice prioritizes financial returns.[31]

These state initiatives and the Order show that, with respect to proxy advisory firms’ DEI and ESG voting policies, the pendulum has swung and may continue to swing. The impact and influence of the state initiatives and the Order are uncertain but have the potential to significantly reduce the influence of proxy advisors going forward.

The 2025 and 2026 proxy seasons marked a swift change for public companies as the SEC under the Trump administration reprioritized disclosure requirements. If you have any questions about your 2026 proxy statement, or navigating public company requirements, please contact David Lavan or your Dinsmore securities attorney.

[1] https://www.whitehouse.gov/remarks/2025/01/the-inaugural-address/

[2] https://www.whitehouse.gov/fact-sheets/2025/01/fact-sheet-president-donald-j-trump-ends-dei-madness-and-restores-excellence-and-safety-within-the-federal-aviation-administration/; https://www.whitehouse.gov/fact-sheets/2025/01/fact-sheet-president-donald-j-trump-protects-civil-rights-and-merit-based-opportunity-by-ending-illegal-dei/

[3] https://www.sec.gov/newsroom/speeches-statements/uyeda-statement-climate-change-021025

[4] https://www.sec.gov/rules-regulations/2025/06/s7-17-22

[5] https://corpgov.law.harvard.edu/2025/03/22/how-dei-shareholder-proposals-are-faring-in-2025/

[6] https://www.sec.gov/newsroom/speeches-statements/statement-regarding-division-corporation-finances-role-exchange-act-rule-14a-8-process-current-proxy-season

[7] https://www.glasslewis.com/corporate-solutions/pay-for-performance-modeler; Glass Lewis Benchmark Policy Guidelines 2026 (download here: https://grow.glasslewis.com/benchmark-policy-guidelines-2026-united-states)

[8] https://www.glasslewis.com/news-release/glass-lewis-leads-change-in-proxy-voting-practices

[9] https://www.issgovernance.com/file/policy/latest/updates/Americas-Policy-Updates.pdf

[10] https://www.sec.gov/submit-filings/improving-edgar/edgar-next-improving-filer-access-account-management

[11] https://www.naspp.com/blog/section-16-reporting-enforcement#:~:text=service%20for%20them-,Item%20405%20Disclosures,information%20about%20the%20reported%20delinquencies

[12] https://www.snia.org/education/what-is-blockchain-storage