Shareholder activism has always been about leverage — how investors use the tools at their disposal to influence companies. At Barnes & Thornburg's 2025 Public Company Shareholder Engagement Summit, I had the privilege of moderating a panel with Alison Klein (Vita Coco), activist investor Michael Levin, and Tiffany Posil (SEC). The discussion made clear that the rules of engagement are shifting, and boards cannot assume yesterday's playbook will work tomorrow.
Universal Proxy: A Permanent Shift
The universal proxy card is no longer a new experiment; it is now a permanent feature of contested elections. Investors can select nominees across slates, lowering the barrier to entry for activists and forcing boards to earn support director by director. As one panelist put it, "Every seat is now in play."
For boards, this means skills matrices and proxy disclosures must do more than check boxes. They must persuade shareholders why this director belongs in this seat at this time.
Beyond the Proxy Fight: The Rise of "Vote No"
Not every activist campaign comes with a competing slate. "Vote no" campaigns — where shareholders withhold support from targeted directors — are proving to be a potent, low-cost tactic. Even when directors survive reelection, reputational damage lingers, and boards face pressure to respond. The message is clear: investors don't need to win outright to make their point.
Engagement Is a Year-Round Discipline
Our panelists agreed that the most effective defense against activism is not a defensive maneuver at all — it is continuous, credible engagement. Boards that explain their rationale early, invite shareholder input, and demonstrate responsiveness are less vulnerable when scrutiny intensifies. Engagement is not a springtime ritual; it is a standing agenda item.
Proxy Advisors and Institutional Investors: Still Influential, Not Infallible
ISS and Glass Lewis remain powerful voices, but their influence is no longer automatic. Investors are increasingly willing to depart from advisor recommendations where companies demonstrate transparency and a compelling case. Large institutions, too, are recalibrating — showing less support for prescriptive social and sustainability initiatives while sharpening their focus on governance, compensation, and accountability.
The signal for boards is straightforward: don't assume that an unfavorable recommendation seals your fate, but also don't assume investors won't dig deeper.
Rookie Mistakes Can Be Costly
Our panel heard stories of companies tripping over basic mechanics — from last-minute scrambles to secure shareholder voting platforms to disclosures that left investors more confused than informed. For newly public companies in particular, these "rookie mistakes" can create openings for activism. The antidote is preparation: assign responsibilities clearly, start early, and pressure-test disclosures before they go out.
What Comes Next
Shareholder activism is evolving, but its trajectory is clear:
- More tools, lower cost. From universal proxy cards to withhold campaigns, activists have more ways to apply pressure.
- Greater scrutiny on director skills. Boards must explain why each seat matters.
- Engagement as expectation. Shareholders measure credibility not only by what is disclosed, but by when and how companies communicate.
Boards that treat activism as a seasonal risk will be playing catch-up. Those that embrace sustained, transparent dialogue will be better positioned to turn scrutiny into trust — and trust into resilience.
You can also watch the panel in its entirety.
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