While shareholder activists remained active this proxy season, they increasingly secured board seats behind closed doors rather than at the ballot box, as M&A demands, executive pay scrutiny and changing SEC policies all influenced the governance environment, data shows.
According to Diligent Market Intelligence's Proxy Season Review 2026, produced with Sodali & Co and Sullivan & Cromwell, the US accounted for 63 public activist short campaigns in the first half of the year, representing two thirds of global activity. Yet despite that elevated level of activism, only 12 US proxy contests advanced during the period, down 33 percent year-on-year and 64 percent compared with 2022.
Instead, activists overwhelmingly opted for negotiated settlements. Diligent found that activists secured 84 of 85 US board seats through settlement, with just one seat won in a contested vote. The average time taken to reach a formal settlement also more than doubled to 36 days from 16.6 days in the first half of 2025, suggesting companies were taking longer to negotiate while remaining willing to avoid costly proxy battles.
Those findings closely align with shareholder advisory firm Anteris Advisors' 2026 Proxy Season Review, which suggestes that after four proxy seasons under the universal proxy card (UPC), a new playbook has emerged.
'Activists are surfacing earlier in the cycle, most board change is conceded through settlement rather than won at a vote, the contests that go the distance tend to be ones with binary outcomes, and management change is increasingly intertwined with campaigns,' the report states.
Anteris found activist campaigns targeting US companies with market capitalizations above $250 mn increased to 104 between January and June 15, up from 88 during the same period in 2025. Yet only six of the 98 concluded campaigns went to a shareholder vote, reinforcing the wider shift away from contested elections.
The report concludes that the UPC has fundamentally altered campaign strategy. 'UPC has made a board majority at the ballot nearly impossible while making a single seat more attainable,' it notes.
Another key feature of the season was the resurgence of dealmaking as an activist objective. Diligent tracked an almost 50 percent increase in push-for-sale demands at US companies during the first half compared with the same period last year.
Rather than pursuing lengthy public contests, many activists focused on encouraging strategic reviews, sales processes or other value-unlocking transactions. The report suggests that market volatility and an improving deal environment have made M&A campaigns increasingly attractive for both activists and boards.
Meanwhile, executive compensation continued to attract shareholder attention, even as overall support remained relatively resilient. Diligent found that more than 10 percent of US companies received less than 80 percent support for their remuneration proposals during the first half of 2026.
Median granted CEO compensation among S&P 500 companies rose almost 8 percent year-on-year to $18.2 mn. The report also showed that AI is beginning to appear as a performance metric within executive incentive plans, particularly across the technology sector, reflecting boards' growing emphasis on AI execution and oversight.
Shareholder proposals, however, moved in the opposite direction. Diligent recorded just 386 shareholder proposals reaching a vote at US companies during the first half, compared with 456 a year earlier, a decline of more than 15 percent. Proponents increasingly turned to litigation and withhold campaigns instead of formal votes.
This shift follows changes in the SEC's approach to no-action requests. As companies and proponents test alternative routes for resolving governance disputes outside the AGM process, fewer proposals are progressing to formal votes.
Similarly, Anteris identified shareholder proposals as one of several areas reshaped by a more fragmented governance environment, alongside increased legal challenges and political scrutiny. The report argues that stewardship decision-making has become increasingly decentralized, making voting outcomes less predictable for companies preparing for annual meetings.
Both reports point to a proxy season where activism remained robust but became more strategic. For governance professionals, that evolution means proxy season is no longer defined solely by the number of contested ballots. Increasingly, the most consequential negotiations are taking place well before shareholders cast their votes.
Natalie Bannerman
Natalie is a former telecoms and infrastructure journalist, a role she held for nearly seven years. Before this, she worked in the B2C startup space, covering lifestyle, arts and culture reporting. As senior reporter for Governance Intelligence she...
