Background Materials
June 2026 Roundtable
I. What Already Happened During the 2026 Proxy Season
- Top Governance & Stewardship Trends for 2026 (ISS, March 9, 2026)
- The 2026 Proxy Season: Shareholder Proposal Trends (Mayer Brown, June 11, 2026)
- ESG and Anti-ESG Shareholder Proposals in 2026 (Mayer Brown, June 14, 2026
- How DEI Shareholder Proposals Are Faring in 2026 (Fenwick & West, June 5, 2026)
- Director Elections: All Quiet on the Proxy Front, but Will It Last? (Georgeson, June 12, 2026)
- The 2026 Proxy Season in Progress, Semler Brossy (June 13, 2026)
II. Activism in the 2026 Proxy Season
- Shareholder Activism – 2026 Mid-Year Review (Olshan, June 10, 2026)
- 2026 Proxy Season Trends: The Fracturing of Shareholder Power (Innisfree, June 11, 2026)
- Should Boards Be Wary of Informal Settlements With Shareholder Activists? (Skadden, April 14, 2026)
- Uneasy Handshakes: Observations on Informal Settlements in Shareholder Activism (DEF 14, May 11, 2026)
III. Compensation in the 2026 Proxy Season
A. Trends in Compensation Levels
- CEO Pay Trends: A Post-Proxy Season Recap (Equilar, June 4, 2026)
- Early Filers: CEO Compensation Up; Bonus Payout at Target (CAP, April 23, 2026)
B. Incentive Pay: PSUs vs. RSUs, and Options
- Can Extended Equity Vesting Periods Break the Dominance of Performance-Based Compensation? (ISS, March 28, 2026)
- Beyond the PSU Mandate (FW Cook, April 4, 2026)
- Shifting Sentiments Around Long-Vesting RSUs (Semler Brossy, April 13, 2026)
- Why Employee Share Ownership Matters for Long-Term Value Creation (Norges Bank, May 4, 2026)
C. Mega Pay Rewards
- Special Equity Awards: Navigating Governance Considerations (FW Cook, May 12, 2026)
- What the Tesla Decision Means for Executive Compensation and Other Corporate Issues (Fried Frank, February 2, 2026)
IV. Engagement and Stewardship: Rules and Practices
A. Disclosure
i. A New Approach
- Remarks by Chair Atkins on the SEC’s Regulatory Philosophy and Policy Agenda (SEC, March 20, 2026)
- Defending the Disclosure Ecosystem: The Essential Role of Shareholder Proposals and Regulation S-K (Shareholder Rights Group, May 5, 2026)
- Why Public Markets Need Trust, Not a Race to the Bottom (ICGN, June 7, 2026)
ii. Proposed Relaxation of Disclosure and Public Offering Requirements
- Remarks by Chairman Atkins on Capital Formation, IPO Incentives, and the SEC’s Regulatory Approach (SEC, April 30, 2026)
- Statement by Chair Atkins on Proposals to Expand Emerging Growth Company Accommodations and Simplify Public Offering Rules (SEC, May 20, 2026)
- Statement by Chair Atkins on Proposing Release for Rescission of Climate-Related Disclosure Rules (SEC, May 30, 2026)
iii. Proposed Semiannual Reporting Framework
- Statement by Commissioner Uyeda on Proposing Release for Semiannual Reporting (SEC, May 6, 2026)
- Statement by Chair Atkins on Proposing Release for Semiannual Reporting (SEC, May 6, 2026)
- Audit Committee Considerations for SEC’s Proposal on Semiannual Reporting (PricewaterhouseCoopers, May 21, 2026)
- The SEC’s Proposal on Semiannual Reporting is Easier Said than Done (Gladstone Place Partners, May 28, 2026)
B. Shareholder Proposals
- Part of Executive Order on Shareholder Proposals (President Trump, December 11, 2025)
- Tracking Shareholder Proposals and Company Exclusions: Mid-Season Observations (Glass Lewis, June 8, 2026)
- Reaffirming the Fundamental Right to Shareholder Proposals and Enhancing Board Accountability via Private Ordering (New York City Office of the Comptroller & CII, April 13, 2026)
- From No‑Action to Court Action: Rule 14a‑8 Exclusions Face Legal Scrutiny (Vinson & Elkins, April 15, 2026)
- The Impact of SEC Punting (Toniolo, May 27, 2026)
- Considerations for Shareholder Proposals in a Post-Rule 14a-8 World (Gibson Dunn, June 15, 2026)
C. Proxy Advisors’ Regulation and Governance
i. Federal Initiatives
- Part of Executive Order on Proxy Advisors (President Trump, December 11, 2025)
- President Trump’s Executive Order on Proxy Advisors: The Potential Pros and Cons for Companies (Teneo, January 22, 2026)
- SEC Investment Management Director Questions ‘Vote-All’ Proxy Practices and Adviser Reliance on Proxy Advisors (Akin Gump Strauss Hauer & Feld, February 19, 2026)
- Key Issues for Companies and Activist Investors Heading into the 2026 Proxy Season (Akin Gump Strauss Hauer & Feld, March 7, 2026)
- DOL Guidance Creates New ERISA Risks for Proxy Advisory Arrangements (Ropes & Gray, April 28, 2026)
ii. State Initiatives
- Arizona Senate Bill 1503: The “Sole Economic Interest” Standard and State-Level Intervention in Proxy Voting and Fiduciary Governance (Morgan Lewis, March 7, 2026)
- Statement in Connection with ISS Filing Lawsuit Challenging Indiana Statute, House Bill 1273 (ISS, April 18, 2026)
D. Mirror Voting
- Mirroring the Market: Passive Voting and Outcome Non-Neutrality (Atkinson & Macey, June 4, 2026)
E. Evolving Use of Artificial Intelligence
- US AI Oversight Through Three Lenses: Investor Expectations, the S&P 100 and Company-Specific Analysis (Glass Lewis, March 11, 2026)
- No Loopholes for AI: Putting Legal Guardrails on Your Company’s Use of AI (Skadden, March 25, 2026)
- Board Oversight of AI: Do Boards Need AI Experts? (Debevoise & Plimpton, April 27, 2026)
- AI as the New Proxy Advisor: Reshaping Shareholder Activism Communications (Kekst CNC, April 20, 2026)
F. Overall Effect
- How Investors Are Adapting to the SEC’s Deregulatory Agenda, and What to Do About It (Jones Day, May 27, 2026)
- From Scorched Earth to Mars: Corporate Governance Goes Rogue in the 2026 Proxy Season (New York City Office of the Comptroller, May 29, 2026)
V. Corporate Law Developments
A. DExit and State Competition
- Remarks by Chair Atkins on Revitalizing U.S. Capital Markets and State Competition in Corporate Law (SEC, February 18, 2026)
- 2026 Comparison of Key Corporate Governance Features in Select Jurisdictions: The Cayman Islands, Delaware, Nevada, and Texas (Council of Institutional Investors, May 14, 2026)
- Lessons from ExxonMobil (Vinson & Elkins, June 10, 2026)
- 2026 Policy Updates from Key Investors (Georgeson, May 22, 2026)
B. SB 21 Implementation
- Delaware Supreme Court Upholds Constitutionality of SB21 Provisions Providing Safe Harbors for Controlling Stockholder Transactions (Skadden, March 14, 2026)
- Controllers Unbound, Bebchuk & Kastiel (January 27, 2026)
VI. The State of Gender Diversity in the Boardroom
- Global Trends in Women’s Corporate Leadership 2026 (ISS, March 23, 2026)
- Reframing Board Diversity Disclosure in 2026 Proxy Statements (Cleary Gottlieb Steen & Hamilton, March 4, 2026)
- The Deepening DEI Dilemma (Wachtell, Lipton, Rosen & Katz, April 25, 2026)