This update provides an overview of shareholder proposals submitted to public companies during the 2026 proxy season, including statistics and notable developments from the staff (the Staff) of the Securities and Exchange Commission (the SEC) on noaction requests and exclusion notices submitted under Rule 14a-8(j) (together, exclusion requests).
As discussed below, based on the results of the 2026 proxy season, there are several key takeaways to consider for the coming year:
- Shareholder proposal submissions fell for the second consecutive year.
- The decline in submissions was broad-based: governance was the only category to increase year-over-year, while every other category (social, environmental, civic engagement and executive compensation) fell by roughly a third or more.
- The number of exclusion requests dropped sharply under the Staff’s new Rule 14a-8(j) notification framework, but the percentage of proposals excluded ticked up slightly.
- Anti-ESG proposals continued to receive low support from shareholders, averaging just 1% support in 2026.
- In November 2025, the Staff significantly revised its role in the Rule 14a-8 shareholder proposal process, ending its practice of issuing substantive responses to the vast majority of no-action requests and introducing a new process for proposal exclusion. Without the Staff actively involved in issuing substantive responses, 2026 saw heightened levels of litigation over excluded shareholder proposals.
Shareholder Proposal Developments
Gibson Dunn’s lawyers are available to assist with any questions you may have regarding these developments. To learn more about these issues, please contact the Gibson Dunn lawyer with whom you usually work, or any of the following lawyers in the firm’s Securities Regulation and Corporate Governance practice group:
Aaron Briggs – San Francisco, CA (+1 415.393.8297, abriggs@gibsondunn.com)
Mellissa Campbell Duru – Washington, D.C. (+1 202.955.8204, mduru@gibsondunn.com)
Elizabeth Ising – Washington, D.C. (+1 202.955.8287, eising@gibsondunn.com)
Thomas J. Kim – Washington, D.C. (+1 202.887.3550, tkim@gibsondunn.com)
Julia Lapitskaya – New York, NY (+1 212-351-2354, jlapitskaya@gibsondunn.com)
Ronald O. Mueller – Washington, D.C. (+1 202-955-8671, rmueller@gibsondunn.com)
Michael Titera – Orange County, CA (+1 949-451-4365, mtitera@gibsondunn.com)
Geoffrey E. Walter – Washington, D.C. (+1 202-887-3749, gwalter@gibsondunn.com)
Lori Zyskowski – New York, NY (+1 212-351-2309, lzyskowski@gibsondunn.com)
Data on Exclusion Requests: For purposes of reporting statistics regarding exclusion requests, references to the 2026 proxy season refer to the period between October 1, 2025, and July 1, 2026. Data regarding no-action letter requests and responses was derived from the information available on the SEC’s website.
Data on Shareholder Proposals: Unless otherwise noted, all data on shareholder proposals submitted, withdrawn and voted on (including proponent data) is derived from ISS publications and the ISS shareholder proposals and voting analytics databases, with only limited additional research and supplementation from additional sources, and generally includes proposals submitted and reported in these databases for the calendar year from January 1 through July 1, 2026, for annual meetings of shareholders at Russell 3000 companies held on or before July 1, 2026. The data for proposals withdrawn and voted on includes information reported in these databases for annual meetings of shareholders held through July 1, 2026. References in this alert to proposals “submitted” include shareholder proposals publicly disclosed or evidenced as having been delivered to a company, including those that have been voted on, excluded pursuant to a no-action request, or reported as having been withdrawn by the proponent, and do not include proposals that may have been delivered to a company and subsequently withdrawn without any public disclosure. All shareholder proposal data should be considered approximate. Voting results are reported on a votes-cast basis calculated under Rule 14a-8 (votes for or against) and without regard to whether the company’s voting standards take into account the impact of abstentions. Where statistics are provided for 2025 or 2024, the data is for a comparable period in 2025 or 2024, as applicable.
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