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Key takeaways:
- More disclosure flexibility will require more board judgment, not less oversight. As the SEC gives companies greater discretion over what and how often they disclose, boards should understand what information investors rely on before scaling back reporting and consider whether changes could make information less comparable.
- Shareholder pressure is shifting channels rather than disappearing. Governance issues continue to attract meaningful investor support, while proponents are increasingly using litigation, vote-no campaigns, and other tactics when traditional shareholder proposal avenues narrow. Boards should treat significant governance and proposal-exclusion decisions as strategic choices with potential escalation risk.
- Year-round engagement and activism preparedness are becoming more important. With investor expectations potentially harder to read and much activist activity resolved before reaching a vote, boards should use shareholder engagement as an early-warning system and regularly pressure-test strategy, performance, capital allocation, and governance vulnerabilities.
A glimpse into the 2026 proxy season
The regulatory currents that have been building around public company disclosures are beginning to crest. The SEC is beginning to put into practice a regulatory philosophy that gives companies more room to exercise judgment over disclosure. Chair Atkins has described the goal as finding the “minimum effective dose of regulation” needed for investor protection, while allowing materiality and market demand to shape disclosure beyond that baseline. Consistent with that approach, the SEC has proposed allowing a company to report semiannually rather than quarterly, and separately, broadening eligibility for reduced disclosure requirements. If adopted, those proposals could reduce the frequency or volume of some standardized mandatory reporting and give a company greater flexibility to determine what additional information its investors need.
One significant shift is no longer just a proposal or signal: the SEC has announced that it will stop responding to Rule 14a-8 no-action requests altogether. Companies have traditionally used that process to seek assurance that they may exclude certain shareholder proposals from their proxy materials. The announcement formalizes and expands the approach tested during the 2026 proxy season, shifting more responsibility for exclusions to companies, proponents, and in a handful of cases, the courts.
For directors, there is an important signal in how quickly that shift occurred. Just last month, Chair Atkins described the staff’s absence from the no-action process as a “turning point” and questioned the need to return to the prior model. He has also emphasized that principles-based disclosure requires companies to reassess what is material and useful rather than defaulting to historical or peer practices. Speeches do not make policy, but the direction of travel is clear: companies may be asked to exercise more judgment over what they disclose and how they navigate shareholder demands.
The core tension for boards: the information environment may change faster than investor expectations.
The 2026 proxy season offers a preview. Governance issues still generated meaningful support, proponents found other ways to escalate environmental and social concerns, and hedge fund activism remained elevated even as relatively little reached a contested vote. For boards, the question is not only how SEC requirements may change, but also what investors expect.
Governance expectations remain resilient
Governance proposals dominated the shareholder proposal ballot items and continued to attract meaningful support. Proposals addressing written consent, special meeting rights, and simple majority voting often received support well above environmental and social topics, and several passed.
2026 proxy season
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