Dive Brief:
- Environmental, social and human capital shareholder proposals saw sharp drops in filings during the most recent proxy season, which was “shaped by regulatory withdrawal and evolving investor influence,” according to a recent report from The Conference Board.
- Governance-related shareholder proposals were the only category to see an increase in filing volume, according to the report. Compared to the year prior, such proposals saw a 19% increase at Russell 3000 companies in the proxy season that ran from Jan. 1 to June 30. This came as overall filings decreased by over 19%.
- “Governance proposals continued to stand out in a lower-volume proxy season,” Rutgers Law School Professor Matteo Gatti said in an August 11 press release. “Investors remain focused on board accountability, making proactive engagement on governance issues increasingly important.”
Dive Insight:
The findings validate a March report from The Conference Board, which predicted that governance-related submissions would “remain a focal point of shareholder activity” for the proxy season that ended June 30. Both the reports were written in collaboration with ESG data analytics firm ESGAUGE and the Rutgers Law School Center for Corporate Law and Governance.
The overall number of shareholder proposals at Russell 3000 companies fell from 776 in 2025 to 622 in 2026. Filed shareholder proposals were down almost 33% from 2024, when 928 proposals were filed at Russell 3000 companies, according to the report.
Despite the decrease in filings, the share of proposals that have gone to a vote over the past three proxy seasons has remained steady. Sixty-four percent of proposals went to a vote in 2026, up from 60% in 2025 and steady with 64% of proposals voted on in 2024, according to the report.
The number of environmental-related proposals at Russell 3000 companies decreased 32% from 2025 and 50% from 2024 levels. Human capital proposals were down 37% from 2025 levels and have fallen nearly 60% over the past two years. Social-related proposals fell by a third (33%) from 2025 and by 47% since 2024.
“Ballot-level support for many environmental, social, and human capital management proposals has weakened materially, even as more targeted, company-specific requests continue to attract selective investor backing,” the report said.
As a result, governance proposals accounted for nearly half of all filed shareholder proposals. While governance proposals continue to see the highest average support — relative to environmental-, social- and human capital-related filings — average investor support for such proposals fell to 33% this past proxy season, from 38% in 2025, according to the report.
The proxy season took place against the backdrop of the Securities and Exchange Commission sitting out the bulk of the no-action process. With the change, no-action requests dropped 50% and the staff issued “no-objection” letters for 148 of the 164 requests it received, according to the report.
The report said that companies should treat the agency’s abstention from the process as “a structural change rather than a temporary policy shift.” Last week, the SEC announced that it would stop responding to no-action requests entirely.
“Exclusion decisions that previously relied on SEC staff concurrence now more directly expose companies to litigation risk and, in some cases, withhold campaigns against responsible directors,” the report said. “Boards and governance teams should ground any decision to omit a proposal in clear legal precedent and documented reasoning, and they should engage with proponents before exclusion becomes necessary.”