According to As You Sow, a shareholder advocacy nonprofit, in its 2026 Proxy Preview report, shareholders filed 184 ESG proposals at U.S. shareholder meetings as of March 17, 2026. That is down 47% from 355 proposals filed at the same point in 2025.
Shareholders use proxy proposals to ask companies to adopt specific policies or disclosures, which stockholders vote on at annual meetings. The report attributes the decline partly to increased private negotiations between companies and shareholders, which led to more withdrawn proposals before formal filing.
During the same time period, shareholders had withdrawn 42 proposals in the 2026 proxy season — 22% of the total filed. That withdrawal rate matches the 2025 level but is significantly higher than the 7.7% withdrawal rate in 2024, reflecting increased private negotiations between companies and shareholders.
CEO of Proxy Impact and co-author of the report, Michael Passoff said the decline reflects a new dynamic where "shareholders thought they weren't going to get a fair shake in filing resolutions, so they thought, does it make sense to file resolutions or to focus on company dialogues."
Most shareholder proposals are nonbinding but can lead to corporate policy changes. Common topics in the 2026 season include carbon emissions reporting, workforce diversity, data center governance for artificial intelligence infrastructure, and lobbying disclosure requirements.
The filing decline reflects a shift in how shareholders and companies handle ESG disputes, with more negotiations occurring outside the public proxy process. Passoff told Reuters that company executives now show greater willingness to negotiate behind closed doors to avoid public controversies. The trend suggests that ESG-related shareholder activism may move from public proxy battles to private engagement.
The Securities and Exchange Commission (SEC) made rule changes in November 2025 that affected shareholder proposals. The SEC altered how it issues no-action determinations and removed the ability of most shareholders to use exempt solicitations to communicate material information. These changes appear to have encouraged more private negotiations and fewer public filings.
The SEC announced Nov. 17, 2025, that it would not respond to most no-action requests during the 2025–26 proxy season. Companies traditionally file these requests when they want SEC staff to confirm the agency will not recommend enforcement if a shareholder proposal is excluded from the proxy. The Division of Corporation Finance said it would offer views only on exclusion requests related to a company's jurisdiction under state law.
The SEC also removed the ability of most shareholders to use exempt solicitations to communicate material information. These changes shifted responsibility for exclusion decisions onto companies rather than the SEC, leaving investors and fund managers without the staff guidance they have typically relied on.
Ballotpedia tracks support for and opposition to the environmental, social, and corporate governance (ESG) investing movement. To learn more about arguments for, against, and about ESG, click here. For more information on reform proposals related to ESG policy, click here.
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