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SEPTEMBER 2025
BRACE FOR IMPACT: ACTIVISM AND ENGAGEMENT IN 2026
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Engagement dynamics also shifted following the SEC’s recent update to its Compliance and Disclosure Interpretations for 13G and 13D filings. These changes significantly impact how investors can engage with issuers and what can be said during those engagements without jeopardizing their “passive” investor status. In 2025, this created hesitation and led to a decline in investor engagement. Now, as investors become more comfortable navigating these requirements, we are seeing an uptick in engagement and expect that trend to continue into the 2026 proxy season.
Key issues such as operational performance, corporate strategy, capital allocation, and board accountability will continue to drive contested solicitations. Campaigns are likely to become more nuanced, with investors increasingly joining forces with hedge funds, private equity firms, and other sources of capital. It is also notable that proxy advisory firms recorded a historic level of support for dissident nominees in 2025. This signals that both new and established activists are likely to feel emboldened heading into 2026, more encouraged than ever to initiate a campaign where they see opportunity.
Small- and mid-cap companies remain especially vulnerable to activists. The lower barriers to launching a campaign, coupled with a rising number of settlements that grant board representation, make these companies attractive activist targets. Boards must understand their areas of vulnerability, know who their shareholders are, and anticipate how investors may be aligned with one another.
Regardless of whether a company is facing activist pressure, every issuer should be mindful of the influence of proxy advisors well before proxy season begins. Waiting until a campaign is underway often limits engagement to clarifying proxy disclosures, an approach that may prove insufficient in a contested environment.
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Key Takeaways For Boards:
- Expect more active engagement: Investor involvement is rebounding and will likely intensify in 2026.
- Prepare for nuanced campaigns: Activists may increasingly partner with hedge funds, private equity, and other capital providers.
- Be mindful of proxy advisors: Early engagement is critical; waiting until proxy season can limit effectiveness.
- Small and mid-caps are vulnerable: Lower barriers to entry and rising board seat settlements make them prime targets.
- Know your shareholders: Understanding ownership structure and potential alliances is essential to anticipating activism.
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SHAREHOLDER SURVEILLANCE AND BEYOND | | |
How can a company’s board best prepare for shareholder engagement and activism, or recognize when it’s time to pivot strategies to proactively engage with investors? And under what circumstances should this happen?
While activism is always top of mind, there are many routine but critical situations where shareholder surveillance provides strategic value. These include preparing for the upcoming proxy voting season, identifying potential risks within your shareholder base, maintaining stability in your share price, and differentiating your company within the broader investor community.
To achieve this, companies must rely on real-time intelligence, including current institutional ownership data and trading activity rather than solely depending on publicly available 13F, 13D, or 13G filings, which are outdated by the time they are released.
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Looking ahead to the next year, we will place greater emphasis on identifying new ownership positions that may carry specific agendas, including activism, shareholder rights, and executive compensation concerns. Of particular importance are investors who may lack the capital to launch a full proxy contest but could pursue “vote no” campaigns that sway broader investor sentiment. Detecting these investors early enables companies to engage proactively and mitigate issues before proxy season intensifies.
InvestorCom will continue to work closely with corporate issuers to use this intelligence as a strategic guide for investor relations teams, helping identify priority shareholders for outreach and evaluate the impact of engagement efforts over time.
Shareholder surveillance in the coming year will not only remain a critical tool for identifying activism, managing volatility, and maximizing investor relations outcomes, but will also benefit from advances in AI, which are enhancing our ability to analyze large data sets, track trading flows, identify potential activists, and assess ESG performance with greater speed and accuracy.
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NASHVILLE 2025: INSIGHTS FROM OUR RECENT ENGAGEMENT | |
Nashville Shareholder Engagement Summit | |
There was a strong turnout at the Second Annual Public Company Shareholder Engagement Summit in Nashville, hosted by Barnes & Thornburg LLP in partnership with NACD (National Association of Corporate Directors) Nashville and Vanderbilt University Law School.
The conversation was both dynamic and thought-provoking, touching on shareholder engagement, corporate governance, and emerging issues like AI and data security.
The program was moderated by Taylor Wirth, Jay Knight, and David P. Hooper with insights from speakers including Sheila Bangalore, Paul Kusserow, Alison Klein, Michael Levin, and Tiffany Posil, offering valuable perspectives to the discussion.
Understanding these shifts is critical for public companies navigating today’s proxy and governance environment. Events like this provide valuable opportunities to share insights, connect with peers, and strengthen the dialogue between companies and their investors.
Thank you to the organizers and participants for fostering such an engaging exchange.
| | | | InvestorCom CEO to Speak at 5th Annual Palm Beach CorpGov Forum | | |
InvestorCom President and CEO John Glenn Grau will once again take part in the Palm Beach CorpGov Forum, returning this November for its 5th annual program. The Forum has become a cornerstone event for business and governance leaders, offering timely discussions on the issues shaping today’s markets.
Last year’s expansion to a two-day format proved to be a major success, creating space for deeper conversations and meaningful networking. Day 1 highlighted private equity themes such as liquidity, credit, and investment trends across industries including retail, fashion, media, entertainment, and electric vehicles. Day 2 shifted focus to public companies and governance, tackling IPO readiness, the 2025 proxy season, mergers & acquisitions, cross-border activism, and sector insights in tech and hospitality.
This November, attendees can expect another robust agenda and the opportunity to hear from leading voices across the investment and governance community.
For the complete video coverage of last year's Palm Beach Corp Gov Forum, please visit www.CORPGOV.com
Thank you once again for hosting this influential event John Jannarone, and Jarrett Banks, MBA
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STAY AHEAD IN A CHANGING PROXY LANDSCAPE | As the proxy landscape grows more nuanced, issuers are encouraged to stay ahead of evolving trends in shareholder engagement. Investorcom provides tailored proxy solicitation, proactive stock surveillance, and strategic governance advisory services designed to keep you informed, engage effectively with shareholders, and anticipate key voting trends. We help clients navigate this changing proxy environment. Contact us to learn how we can support your next vote! | |
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InvestorCom Wraps Up The 2025 Summer Intern Program with CNBC Visit at the NYSE | |
We are grateful to CNBC and Jenny Van Leeuwen Harrington for hosting InvestorCom as we conclude our 2025 Summer Intern Program. Our interns had the opportunity to engage directly with leading financial media professionals, gaining insights into market trends, corporate governance, and the intersection of media and investing.
Experiences like this underscore InvestorCom’s commitment to fostering talent while sharing our expertise in stock surveillance, proxy advisory, and corporate governance. We’re proud of our interns’ dedication not only in the meaningful contributions they’ve made to InvestorCom, but also in the growth and skills they’ve developed personally. Their work this summer has been integral to our operations, and we look forward to seeing how they continue to build on these experiences.
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ICOM PRESIDENT AND CEO MODERATES A PANEL AT SKYTOP | Skytop Strategies brings together leaders, innovators, and advocates for smarter shareholder engagement and we’re just getting started. From corporate raiders to ESG-focused campaigns, shareholder activism has come a long way since the 1980s. At Skytop, we unpacked the evolution of greenmail, and what the rise of activism means for today’s issuers. See you at the next Skytop conference! | | |
Tejon Ranch Company Board Sees Shift as Shareholders Elect Activist, Remove longtime director: | InvestorCom | Tejon Ranch Company Board Sees Shift as Shareholders Elect Activist, Remove longtime director: We're proud to congratulate our client, Bulldog Investors, on the success of their shareholder campaign at Tejon Ranch Company. This effort culminated in the appointment of Bulldog's nominee, Andrew Dakos, to the company's board of directors. | | |
ICOM PRESIDENT & CEO JOHN GLENN GRAU JOINS IPO EDGE EDITOR-IN-CHIEF JOHN JANNARONE TO DISCUSS THE SHIFTING DYNAMICS OF PROXY SEASON AND SHAREHOLDER ACTIVISM | |
At InvestorCom, we equip issuers with data-driven strategies and expert guidance through services like proxy solicitation and stock surveillance.
Even companies that don’t consider themselves activist targets must stay informed. Understanding their shareholder base, voting behaviors, affiliations, and even identifying non-13F filers is crucial. Being proactive is key. Know who your shareholders are with InvestorCom!
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