Trends and Updates from the 2026 Proxy Season (Freshfields)

Summary

• Average support for governance proposals was 29.2%, compared to 39.8% in 2025, despite a 30% increase in the number of proposals.p.23
• No social proposals received majority support, and anti-ESG proposals rose to 32.9% of known social proposals, compared to 29.6% in 2025 and 17.0% in 2024.p.29
• The SEC proposed optional semi-annual reporting, estimating about $200,000 in net annual savings per electing company and about 20% of current Form 10-Q filers opting in.p.20
• Global prediction markets trading surged more than 400% from 2024 to 2025, reaching nearly $64 billion.p.21

Key insights

1. On November 17, 2025, the SEC Division of Corporation Finance issued a Staff statement that fundamentally altered its role as arbiter of shareholder proposals.p.7
2. 71% of S&P 500 companies have more than the three standard standing committees.p.13
3. 31% of S&P 500 companies had at least one director with AI expertise in 2025.p.14
4. 23% of S&P 500 companies included disclosure about AI board oversight in their 2025 proxy statements, up from 2% in 2023.p.14
5. 42% of S&P 500 companies have an independent board chair, up from 39% in 2024 and 29% in 2015.p.16
6. The SEC proposed raising the large accelerated filer threshold to $2 billion public float on May 19, 2026.p.18
7. All eight management reincorporation proposals went to vote, and seven of them sought to reincorporate in Texas.p.27
8. Social proposals are down 54.6% and 42.4% compared to 2024 and 2025, respectively.p.29
9. There were 24 known AI-related shareholder proposals as of June 15, 2026, with average support of 7.4%.p.35