Georgeson Advisory’s Full Proxy Season 2026 report analyzes annual-meeting results across Russell 3000 companies from July 1, 2025, through June 30, 2026.

Explore what declining shareholder-proposal volume, changes to the SEC’s Rule 14a-8 process, evolving institutional voting models and continued reincorporation activity mean for investor relations, corporate governance and board decision-making.

Key 2026 proxy season findings

  • 718 shareholder proposals were submitted, down from 840 in 2025
  • 91.7% average support for say-on-pay proposals
  • 95.2% average support for director elections
  • 370 governance proposals accounted for 51% of all submissions
  • 40% of shareholder proposals did not proceed to a vote
  • No environmental, social or anti-ESG proposal that reached a vote received majority support

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What changed during the 2026 proxy season?

Fewer proposals did not mean fewer risks for issuers. The season shifted more responsibility toward companies and boards as the SEC withdrew from substantive review of shareholder-proposal exclusions.

At the same time, institutional voting approaches became less centralized, proxy-advisor models continued to evolve and companies sustained their interest in reincorporating outside Delaware. These developments are making vote outcomes less predictable and year-round investor engagement more important.

The report covers:

  • Say-on-pay results and compensation-related scrutiny
  • Director elections and board-accountability expectations
  • Environmental, social, governance and anti-ESG proposals
  • Rule 14a-8 and the changing proposal-exclusion process
  • Litigation risk associated with exclusion decisions
  • DExit and reincorporation trends involving Texas and Nevada
  • Proxy-advisor recommendations and institutional voting behavior
  • Priorities for off-season shareholder engagement