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- Mixed Support for Directors. For the fifth consecutive year, the number of directors who failed to receive majority support declined. However, the proportion of Russell 3000 Index directors who received less than 80 percent support increased.
- Fewer companies targeted with Vote No Campaigns: The total of nine companies targeted with campaigns against directors represents a decrease from 23 companies in 2025, mainly due to an SEC rule change that prohibited the voluntary submission of exempt solicitations from stockholders holding less than $5 million in equity shares. The number of proponents declined from 12 to nine proponents.
- Concerns regarding accountability and board responsiveness appear to be relatively significant factors in directors receiving less-than-majority support: A perceived lack of responsiveness to governance and capital structure issues continued to be a significant driver of low director support, but less so than in the prior year.
- Shareholder proposals requesting an independent board chair dominated: Nearly a third of the governance-related shareholder proposals called for an independent board chair. Shareholder proposals regarding special meeting rights declined from the prior year but were still relatively common in 2026.
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Authored By
Michael Conrad, Alan Cuadrado, Marie Johnson, Shurui Li
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