DealLawyers.com Blog

We’ve been blogging up a storm on TheCorporateCounsel.net about some interesting developments that are, without a doubt, going to have big impacts on the 2026 proxy season — including implications for activism and when soliciting proxies for shareholder approval of a transaction. Here’s a quick list and links to other blogs that go into more detail.

– The SEC Division of Corporation Finance’s statement indicating that, except for no-action letters seeking to exclude shareholder proposals under Rule 14a-8(i)(1), it’s out of the Rule 14a-8 no-action letter business for the remainder of 2025 and 2026. As John confidently speculated, this is likely to result in shareholder proponents turning to alternative ways of getting their messages across, which might include “withhold” campaigns targeted at chairs of board committees, conducted as exempt solicitations or even “nominal solicitation” campaigns under universal proxy, and possibly a rise in innovative Rule 14a-8 workarounds, like the “zero slate” campaign first waged by the United Mine Workers in 2024.

– Glass Lewis announcing that it “will move away from singularly-focused research and vote recommendations based on its house policy and shift to providing multiple perspectives that reflect the varied viewpoints of clients,” and ISS now offering two new research services meant to support institutional investor proprietary investment stewardship programs. Karla Bos notes, “Increasing customization will mean decreasing predictability” for companies, making investor analysis and engagement all the more important.

– Vanguard, BlackRock and State Street all splitting their proxy voting teams into two separate groups. Not to mention, the seemingly constant expansion of voting choice programs. As John noted, these changes may influence voting outcomes in situations involving activists.

– ExxonMobil’s no-action relief and rollout of a retail voting program, which gives participating investors the option to give standing instructions on all matters or give standing instructions on all matters except a contested election or M&A transaction, and the possibility that many more public companies will offer a similar program.

Stay tuned! We’re in for an interesting proxy season, to say the least, and we’ll be sharing updates here. But not tomorrow or Friday. Happy Thanksgiving! We’ll be back next Monday.

– Meredith Ervine