2026 Proxy Season Preview: Fewer Proposals and Less SEC Mediation

The 2026 proxy season begins against a backdrop of declining proposal volume, rising exclusion requests, and reduced SEC staff mediation, according to a new report by The Conference Board.

Informing the insights on what to expect in this year’s season are data and trends from last year’s season. For example, while overall shareholder proposal activity declined in 2025, companies ramped up efforts to exclude proposals from the ballot through no-action requests. Russell 3000 companies filed a record number of no-action requests, from 263 in 2024 to 366 in 2025—a 39% increase.

Now, with fewer procedural guardrails heading into 2026, companies may face greater uncertainty in deciding whether to exclude proposals.

These findings and others come from a new report produced in collaboration with ESGAUGE, Russell Reynolds Associates, and the Rutgers Center for Corporate Law and Governance, based on public disclosure data from Russell 3000 companies as of January 1, 2026.

SEC No-Action Requests

No-action requests surged to record levels in 2025, but changes from the SEC will slow down activity in 2026.

• 2025 recap: No-action requests, which provided SEC staff assurance supporting exclusion decisions, nearly doubled from 181 in 2023 to 366 in 2025.
  • The number of proposals granted exclusion also rose significantly, from 81 to 202.
• 2026 outlook: “With fewer procedural guardrails and diminished opportunities for informal SEC intervention, companies are expected to exercise greater caution in close-call exclusion decisions, strengthen legal review processes, and engage earlier with proponents to mitigate risk,” said Ariane Marchis-Mouren, coauthor of the report and Senior Governance Researcher at The Conference Board.

Human Capital Proposals

Have human capital proposals lost their impact? Last year, they saw the steepest drop of any category.

• 2025 recap: Human capital shareholder proposals plummeted from 137 in 2024 to 93 in 2025.
  • The number of proposals that went to a vote dropped from 94 to 70.
• 2026 outlook: “Investors are more inclined to address human capital issues through engagement and board oversight rather than shareholder resolutions, suggesting that clear disclosure of workforce strategy, governance structures, and risk management practices will increasingly shape investor confidence,” said Brian Campbell, coauthor of the report and Leader of The Conference Board Governance & Sustainability Center.

Environmental Proposals

Generic environmental proposals are a thing of the past. Expect more customization.

• 2025 recap: Environmental proposals fell from 165 in 2024 to 128 in 2025.
  • The number of proposals that went to a vote dropped from 90 to 71.
• 2026 outlook: Environmental proposals are expected to remain challenging for proponents. Those that advance are likely to be narrower in scope, more sector-specific, and more explicitly tied to material operational or financial risks.

Social Proposals

One year into the new policy landscape, expect fewer but more targeted social proposals. 

• 2025 recap: Social proposals declined from 286 in 2024 to 224 in 2025.
  • Proposals going to a vote dropped sharply, from 196 to 117.
• 2026 outlook: “Amid the evolving regulatory landscape, social proposals are likely to remain fewer and more targeted. Proposals addressing governance-adjacent issues—such as political activity and oversight—may continue to find comparatively greater traction,” said Matteo Gatti, Professor of Law at Rutgers Law School.

Governance Proposals

Expect governance proposals to continue being the most stable and supported.

• 2025 recap: Governance proposals increased slightly, from 276 in 2024 to 289 in 2025.
  • The number of proposals passing doubled compared to 2023, from 23 to 46.
• 2026 outlook: “As investor voting frameworks grow more discretionary, issuers that proactively address governance concerns through disclosure and engagement may reduce both proposal volume and the likelihood of contested votes,” said Richard Fields, Head of the Board Effectiveness Practice at Russell Reynolds Associates.

Anti-ESG Proposals

Anti-ESG activity shows no signs of abating, but successes will likely remain few and far between.

• 2025 recap: Anti-ESG proposals continued to rise, from 96 in 2023 to 117 in 2025.
  • Omissions almost doubled, from 18 to 31.
• 2026 outlook: “Issuers are likely to continue facing pressure from anti-ESG proponents, but support outcomes are expected to remain limited—particularly where proposals fail to establish a clear nexus to financial materiality or governance risk,” said Umesh Chandra Tiwari, Executive Director of ESGAUGE.

Executive Compensation Proposals

Executive pay proposals may be a lesser target for shareholders.

• 2025 recap: Executive compensation proposals declined from 78 in 2024 to 72 in 2025.
  • Proposals going to a vote also edged down, from 58 to 55.
• 2026 outlook: Investors appear more focused on pay-for-performance alignment, use of discretion, and responsiveness to prior voting outcomes through say-on-pay and director elections.