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In many ways, the 2026 proxy season has been markedly different than prior seasons, due, in no small part, to the November 2025 decision by the U.S. Securities and Exchange Commission (“SEC”) Staff not to provide substantive guidance on the grounds on which a company could omit a shareholder proposal under most prongs of Rule 14a-8 under the Securities Exchange Act of 1934, as amended. This change in the SEC’s approach created a new dynamic between companies and proponents, including with respect to the level of engagement between the parties and the factors a company must consider in determining whether to include a proposal in its proxy statement. What is not different from the 2025 proxy season, though, is the prevalence of “anti-ESG” shareholder proposals submitted to public companies. These proposals are generally critical of, or question the value of, company policies or initiatives related to environmental, social or governance (“ESG”) factors, including how the company discloses, reacts to and manages ESG-related risks and policies, such as, for example, risks related to carbon emissions, as well as policies addressing diversity, shareholder rights and corporate social responsibility. As of the midpoint of the 2026 proxy season, “anti-ESG” proposals are very common, just as they have been in recent years.
As of May 31, 2026, approximately 135 ESG-related proposals have been voted on by public company shareholders, constituting almost 35% of the total shareholder proposals voted on to date this proxy season. Almost 38% of these, or around 50 proposals, are “anti-ESG” proposals, while the remaining around 80 proposals, or about 62% of the ESG-related proposals, support ESG-related actions or disclosure. Approximately 28 additional anti-ESG proposals were excluded through the Rule 14a-8 no action process. Just as in both 2024 and 2025, none of the ESG-related proposals has received a passing shareholder vote. In 2026, the average vote in favor of anti-ESG proposals was about 1.7%; such proposals received a median support level of 1.07%. The average vote in favor of proposals supporting ESG is higher, at almost 13.3%, with a median support level of about 11.2%; one pro-ESG climate-related proposal received 47% support.
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