2026 U.S. Governance Post-Season Review: Investors and Issuers Adapting to New Norms 

The full paper is available for download from ISS-Corporate’s resources page.

Key Takeaways

• Conventional governance focused shareholder proposals surged in volume while environmental, social, and anti-ESG submissions continued to decline. 
• The legal and reputational risks associated with shareholder proposal exclusions have shifted to issuers after the Securities and Exchange Commission (SEC) stepped back from its role of providing no-action relief; regardless, the number of omissions remained stable versus last year. 
• Boards have prioritized experience and continuity in decisions about their composition, with higher tenure and age profiles, slowing diversity gains and a focus on traditional business skills. 
• Board oversight of AI continued to grow, with the number of S&P 500 companies disclosing some level of oversight growing to 31% from 24% in 2025. 
• More companies sought shareholder approval to reincorporate in a different state, with Texas emerging as the most popular destination. However, the data suggests shareholders may be beginning to push back, as several attempts failed to receive the requisite support and the median vote support level plunged. 
  

Introduction 

Governance themes dominated the 2026 proxy season as both issuers and investors grappled with uncertainty and changing norms. The SEC’s decision to cease acting as arbiter of shareholder proposals impacted the proposal landscape, often putting the onus squarely on issuers to determine whether to omit proposals, weighing potential reputational, legal, and governance risks.  

Proposals addressing environmental and social issues plunged, taking a back seat to governance. However, this retreat may be a strategy that doesn’t necessarily indicate surrender over these issues. Many market actors could be preparing new strategies, arguments, and defenses regarding what they consider to be material risks. Meanwhile, despite the SEC policy change, omissions remained stable compared to last year, suggesting companies are taking a conservative approach, at least for now. 

The implementation and continued buildout of artificial intelligence (AI) capabilities is an increasingly hot button issue in the marketplace and beyond. We observed a considerable increase in disclosures of board oversight of AI this proxy season. However, while many boards clearly recognize the importance of informing shareholders on this topic, only a minority of companies have implemented formal board oversight of AI.     

While an expected mass exodus from Delaware did not materialize in 2026, a small but steady number of companies have sought to change the state where they are incorporated this proxy season. So far, Texas has emerged as the most popular alternative. Interestingly, Delaware is not the only state targeted for corporate departures. While most reincorporation proposals received the necessary shareholder support, investor concerns over potential diminution of their rights and a possible deterioration of governance standards appear to be intensifying, with the median support decreasing sharply and multiple proposals failing to pass for the first time in many years.  

Governance norms and investor expectations continue to shift, and what was taken for granted may no longer hold. Navigating the coming year will require vigilance and flexibility, weighing regulatory requirements, investor expectations, business needs, and various risks to the company to stay resilient and avoid unintended consequences and potential shareholder backlash.