Proxy Season Signals a New Communications Challenge for Corporate Leaders

The 2026 proxy season is beginning in a different environment from just a few years ago. Fewer shareholder proposals are expected overall, but that does not necessarily mean an easier season for companies.

A new report from The Conference Board suggests the landscape is shifting in ways that may create greater uncertainty for boards, corporate leaders, and the communications professionals who support them. The report, produced in collaboration with ESGAUGE, Russell Reynolds Associates, and the Rutgers Center for Corporate Law and Governance, examines trends from the 2025 proxy season and offers a preview of what companies may face in 2026 based on disclosure data from Russell 3000 companies.

One of the most notable shifts involves how shareholder proposals are handled before they even reach a vote. While overall proposal activity declined in 2025, companies significantly increased their efforts to exclude proposals from proxy ballots through SEC no action requests. Russell 3000 companies filed a record 366 no action requests in 2025, up from 263 in 2024. The number of proposals granted exclusion also rose sharply, increasing from 81 to 202.

For strategic communications teams, this trend reflects a broader shift in how companies manage governance risk and shareholder engagement. Instead of waiting for proposals to reach the ballot and become public voting events, companies are increasingly addressing issues earlier in the process through legal review, investor engagement, and internal governance discussions.

Heading into 2026, the dynamics may shift again. With reduced opportunities for informal mediation by SEC staff, companies may face greater uncertainty when deciding whether to exclude proposals. Ariane Marchis-Mouren, Senior Governance Researcher at The Conference Board and coauthor of the report, notes that companies may need to approach these decisions with greater caution and stronger internal coordination.

“With fewer procedural guardrails and diminished opportunities for informal SEC intervention, companies are expected to strengthen legal review processes and engage earlier with proponents to mitigate risk,” she explained.

Human capital issues remain an important focus for investors, but the way those issues appear in the proxy process is changing. Shareholder proposals related to workforce issues dropped sharply in 2025, falling from 137 in 2024 to 93. The number of proposals going to a vote also declined. Rather than pursuing formal resolutions, investors appear increasingly inclined to address workforce strategy through engagement with boards and management.

Brian Campbell, leader of The Conference Board Governance and Sustainability Center and a coauthor of the report, suggests that disclosure and communication around workforce strategy will become increasingly important. Investors are looking for clearer explanations of governance structures, risk management practices, and how companies manage and support their workforce.

Environmental proposals also declined last year, dropping from 165 in 2024 to 128 in 2025. Fewer of those proposals reached a vote. However, the report suggests that environmental proposals are evolving rather than disappearing. The proposals that do advance are expected to be narrower in scope, more sector specific, and more clearly connected to operational or financial risk.

Social proposals followed a similar pattern. Overall volume declined significantly, with proposals falling from 286 in 2024 to 224 in 2025, and the number reaching a vote dropping even more sharply. Yet the report indicates that social proposals are likely to remain part of the proxy landscape. Instead of broad themes, proponents are increasingly focusing on governance adjacent issues such as oversight structures, political activity, and transparency.

Governance proposals continue to show the most stability and investor support. The number of governance proposals increased slightly in 2025, and the number of proposals passing doubled compared with 2023. As investor voting frameworks become more discretionary, companies that proactively address governance concerns through disclosure and engagement may reduce both proposal volume and the likelihood of contested votes.

Anti ESG proposals also continue to surface. These proposals have been rising steadily, although support outcomes remain relatively limited. Proposals that fail to demonstrate a clear connection to financial materiality or governance risk tend to struggle to gain meaningful support. Still, their presence reflects the increasingly complex political and reputational landscape surrounding ESG issues.

Executive compensation proposals declined slightly in 2025, but investor scrutiny of pay for performance alignment remains strong. Investors continue to evaluate how companies respond to say on pay votes and whether compensation decisions reflect long term shareholder value.

For communications and investor relations professionals, the proxy season is increasingly about narrative as much as process. Proxy statements, investor communications, and governance disclosures are not simply compliance documents. They are opportunities for companies to explain how leadership, oversight, and strategy connect to long term value creation.

Taken together, the findings suggest that the proxy landscape is evolving from one defined primarily by proposal volume to one shaped by strategy, engagement, and narrative clarity. Companies that engage investors early and communicate governance decisions clearly may be better positioned to navigate the uncertainty ahead.

These issues will be explored in greater depth during CommPRO’s upcoming 2026 Proxy Season Preview webinar on March 10. The discussion will bring together leaders in governance, investor relations, and strategic communications to examine the trends shaping this year’s proxy season and what companies should be thinking about now.

For communications professionals advising executives and boards, understanding how the proxy landscape is shifting is more important than ever. The March 10 conversation will offer practical insight into how governance strategy, investor expectations, and corporate narrative intersect during one of the most closely watched periods of the corporate calendar.