ISS STOXX Governance Research released its report “2026 U.S. Proxy Season in Focus: Shareholder Proposals” on July 30. A more readable version was also published on September 2 at the Harvard Law School Forum on Corporate Governance. It is worth reading closely, since it supplies empirical evidence that mainstream institutional investors will rely on to understand what happened to the shareholder-proposal system during the first proxy season after the SEC substantially withdrew from substantive Rule 14a-8 review.
ISS Review
The headline finding is a striking divergence between governance and E&S proposals. Governance proposals appearing on ballots increased 7% in 2026, while E&S submissions fell sharply. ISS attributes the SEC’s withdrawal from substantive exclusion review, but also to politics, declining votes, and improved corporate disclosure. (Harvard Law Forum)
For shareholders, the most important evidence is probably the voting data. Board declassification proposals averaged 82.7% support, and proposals to eliminate supermajority requirements averaged 56.4%. Special-meeting and written-consent proposals also won majorities at some companies. Meanwhile, proposals seeking the elimination of dual-class structures averaged 28.4%. In other words, the evidence doesn’t fit comfortably with a generalized claim that investors have lost interest in shareholder proposals. They appear to be discriminating sharply among them—and remain highly supportive of proposals that restore conventional shareholder powers. (Harvard Law Forum)
There is an equally interesting finding buried in the E&S numbers. Overall E&S support fell to 9.7%, but that includes anti-ESG proposals averaging only about 1.6%. Remove those, and support for pro-E&S proposals actually rose slightly, from 14.3% in 2025 to 15.2% in 2026. Political-spending proposals averaged 27.5%, while climate proposals rose from 12.1% to 18.2%. That complicates the familiar narrative of an across-the-board investor retreat from ESG. (Business Times Journal) Shareholders are fighting back.
The implication I would pay closest attention to: ISS concludes that investors increasingly favor proposals with a clear connection to “governance, oversight, accountability, or long-term value creation,” and that proposal quality, company-specific context, and framing are becoming more important. (Business Times Journal)
That strikes me as directly relevant to my newly minted broad-based employee-ownership proposals. Perhaps a stronger framing is that the board should evaluate whether a particular ownership architecture, such as increased employee ownership, could improve long-term alignment, informed ownership, retention, and value creation—and report its assessment to shareholders. I think my “extraordinary transaction formulation” (on the advice of counsel) fits surprisingly well with what ISS detects as investor sentiment.
Rule 14a-8 Recision
There is also a larger policy point worth preserving for the coming fight over Rule 14a-8. The empirical picture ISS presents is difficult to reconcile with the notion that the federal shareholder-proposal process primarily produces unwanted political resolutions. The same mechanism is generating extraordinarily high investor support for traditional governance reforms. That evidence could become particularly valuable because the SEC has now sent a proposal titled “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals” for interagency review, with publication reportedly expected in October.
The governance-proposal tables, the withdrawal/omission data, and ISS’s conclusion contain several statistics worth saving for future SEC comments, CorpGov.net posts, and supporting statements for shareholder proposals. This will be a fight against increasing oligarchy. Ultimately, this fight is not just about shareholders — it’s about preventing further concentration of power at the top. When the voices of millions of workers, savers, retirees, and community members are weakened, society becomes less democratic and less stable. Protecting meaningful avenues for participation in corporate governance strengthens the coherence of society and the entire economy, benefiting all, not just those who own stock.
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Posts Related to Rule 14a‑8 and 2026 Shareholder Proposal Trends
Three Shareholder Rights Advocates: Gilbert, Chevedden, McRitchie
Ownership Without Voice: Reconstructing Democratic Agency Through Public-Company ESOPs
John Chevedden’s 2026 Proposals Show How Far Some Companies Are Stretching Rule 14a-8
Chairman, Carl T. Hagberg and Associates since 1992, Managing Partner, CT Hagberg LLC since 2009
As I keep reminding, Corporate Governance is a multi-billion dollar a year industry. It ain’t going away, And, for those too dumb to notice, climate issues have been rising almost as fast as temperatures, sea levels, wildly destructive weather events and executive pay too these days. If anything, “Corporate Governance Issues” are becoming more important than ever.
Wake up, investors – and corporate issuers – and regulators too – and recognize that Shareholder Votes Have Value!
My response: Sean DiSomma I find this justification odd since all shareholder proposal are put forward by investors. The person attacked the most (John Chevedden) since he files the most proposals, also has one of the best records of support by funds responsible for investing trillions of dollars. Why should proposals requesting that boards be declassified or that companies disclose their political contributions or lobbying expenditures be discouraged from being topics of serious business discussions?
Response on Linkedin https://www.linkedin.com/in/james-mcritchie-a75b19/recent-activity/all/
Sean DiSomma
I work with Private Equity firms to solve complex problems with software and services
It’s a fight to keep uninvested political actors out of serious business discussions. Hope this helps. -The guy who started the anti-ESG movement.