Proxy Season Review 2026: Seven Questions Boards Should Ask After the 2026 Proxy Season (EY)

Summary

• Headline 2026 proxy season results show continued high support for directors and hardly any failed say-on-pay votes.p.1
• Fewer shareholder proposals reached the ballot, a sharp decline from earlier seasons.p.1
• 37% of S&P 500 companies cited AI experience for at least one director, up from 11% in 2022.p.1
• The share of S&P 500 directors with AI experience cited in the proxy rose from 1% in 2022 to 5% in 2026.p.1
• Governance proposals continued to attract strong backing, averaging 33% support.p.2

Key insights

1. Boards are asked to consider seven questions as they assess the proxy season and prepare for what comes next.p.1
2. Companies and investors navigated an uncertain and fragmented proxy landscape shaped by regulatory, legal and technological change.p.1
3. Investors want a clearer view of how boards oversee AI and technology, including how directors gain the needed skills.p.1
4. Governance proposals on eliminating supermajority voting, allowing special meetings or written consent, and declassifying the board won majority support in some cases.p.2
5. Boards should ask how management monitors changes in investor director voting policies and probes the drivers when support for directors falls.p.2
6. Compensation committees should proactively raise executive pay in engagement discussions to avoid surprises at the next say-on-pay vote.p.2