|
JANUARY 2026
THE 2026 PROXY SEASON: NAVIGATING FRAGMENTED INTELLIGENCE AND PERSONAL STAKES
| | |
This move marks J.P. Morgan as the first major investment firm to fully decouple from the external "duopoly" for its U.S. voting process.
Instead, JPMorgan will conduct proxy voting decisions internally through its newly launched proprietary, AI-powered platform, PROXY IQ. Integrated into the firm’s Spectrum data ecosystem, the platform is grounded in internal policies and customized judgment. This allows JPMorgan to directly evaluate complex matters such as contested elections and M&A, using its own analytical models rather than overriding external recommendations when disagreements arise.
This shift reflects a broader industry trend as large investment managers explore bringing proxy research in-house to ensure closer alignment with fiduciary duties. The timing is particularly critical:
-
Industry Pivot: Glass Lewis recently announced it will transition to offering customized voting recommendations starting in the 2027 proxy season, abandoning its "standard" benchmark model.
-
Political Pressure: A December 2025 Executive Order from the Trump Administration has placed proxy advisors under intense scrutiny. The order requires enhanced disclosure of methodologies, subjects advisors to antifraud liability, and seeks to curb support for "non-pecuniary" DEI and ESG initiatives.
By internalizing this process, JPMorgan is effectively insulating itself from the current regulatory volatility surrounding third-party advisors while leveraging technology to scale its own proprietary stewardship.
| | InvestorCom works with companies to guide them in identifying how their shareholders vote for board elections in addition to complex proxy proposals. For more information, contact us. | | | |
|
The “symbolic” shareholder proposal (long a fixture of the annual meeting) is expected to fade in 2026. However, issuers should not mistake a thinner proxy ballot for a quieter season. This shift follows the SEC’s issuance of Staff Legal Bulletin No. 14M (SLB 14M), which provides boards with significantly greater flexibility to exclude proposals that lack a direct link to the company’s specific business.
The New Regulatory Framework: Back to Fundamentals:
Under SLB 14M, the SEC Staff has returned to a case-by-case analysis centered on a company’s unique facts and circumstances. This marks a definitive departure from the previous "broad societal impact" standard.
-
The "Nexus" Test (Rule 14a-8(i)(7)): The Staff now evaluates whether a proposal has a sufficient connection to the company’s core business rather than its abstract social importance.
- Economic Relevance (Rule 14a-8(i)(5)): The inquiry has returned to whether a proposal is "otherwise significantly related" to the company's operations, making it easier to exclude niche topics that are immaterial to the bottom line.
From "Policy" to "Personal": The Rise of Director Targeting:
While SLB 14M has encouraged greater dialogue between issuers and investors, it has also coincided with a notable increase in aggressive shareholder activism. Deprived of the "precatory proposal" as a megaphone, activists are turning their attention to director elections.
In 2025 alone, activists launched 313 campaigns against U.S. companies. We expect this trend to accelerate in 2026 as shareholders leverage Universal Proxy Rules to launch "withhold" and "vote no" campaigns targeting individual directors. These campaigns are no longer just symbolic; in many cases, they are directly leading to forced CEO departures and board turnover.
| |
THE TAKEAWAY
Companies must understand their shareholder base using current, reliable data, not incomplete or outdated public filings. Early and proactive proxy-season planning is essential, even where routine proposals are anticipated. In the 2026 environment, board elections can no longer be treated as perfunctory events; they are the new front line of corporate governance.
| | | |
|
As the 2026 proxy season approaches, updated SEC rules and recent Compliance and Disclosure Interpretations (C&DIs) governing Schedule 13D and 13G filings are materially reshaping issuer governance risk. Accelerated filing deadlines, heightened enforcement, and clearer guidance on when shareholder engagement constitutes a “control” purpose have raised the threshold for relying on passive 13G filings.
The End of "Passive" Advocacy:
The latest C&DIs (103.11 and 103.12) clarify that engagement on executive compensation, specific policy changes, or coordinated “vote no” campaigns may cause an investor to lose their passive 13G status.
- From Discussion to Pressure: While a shareholder can discuss their views, the moment those discussions turn into "pressure" to implement specific measures, a Schedule 13D filing obligation is likely triggered.
-
The "Group" Standard: Informal coordination, especially among ESG-focused initiatives, can now more readily satisfy the SEC’s “group” standard. Multiple investors may be required to aggregate their holdings in a single 13D filing even without a formal, written agreement.
- Derivative Transparency: Item 6 of Schedule 13D now explicitly requires disclosure of cash-settled derivative positions. This reduces the ability of activists to accumulate economically significant but previously undisclosed stakes "in the dark."
Strategic Engagement for 2026:
In this high-stakes environment, issuers cannot afford to wait until the proxy is filed to engage. Effective risk management requires:
- Early Stewardship Outreach: Identify the correct voting contacts (who are often distinct from the portfolio managers) to understand the internal dynamics between a firm's governance and investment teams.
- Monitoring for "Control Intent": Boards must monitor investor interactions for emerging signals that extend beyond board change demands, such as pressure on takeover defenses or governance policies.
- Vigilance for Concerted Action: Be alert to smaller shareholders acting in concert; even informal "wolf pack" coordination can result in a technical 13D group under current rules.
| |
ACTIVIST SOLICITATION CAMPAIGNS TO WATCH:
The table below highlights notable active or recently filed solicitation efforts. These campaigns provide insight into how investors are adapting their strategies ahead of the 2026 proxy season.
| | | |
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! | |
LET’S STAY CONNECTED!
Join the conversation and keep up with us on socials! Be the first to know about exclusive industry updates and insight, exciting announcements and company news you don’t want to miss. Why stop here? Follow us on social media and tag us, we’d love to connect. Engage with us today!
📲
SEE YOU ONLINE!
|
InvestorCom at Skytop Media Group's Shareholder Activism Summit in NYC | Small-cap companies are increasingly becoming the "sweet spot" for activist investors in 2026. Navigating these unique dynamics requires a different playbook than large-cap defense. | | |
InvestorCom At The 5th Annual Palm Beach Corp Gov Forum | |
InvestorCom once again took part in the 5th annual Palm Beach CorpGov Forum which 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. The attending ICom team was delighted to reconnect with peers and form new industry relationships. At the Forum we encountered another robust agenda and the opportunity to hear from leading voices across the investment and governance community including InvestorCom President and CEO John Glenn Grau.
Thank you once again for hosting this influential event John Jannarone, and Jarrett Banks, MBA
| | |
The Art of The AGM: Strategy, Shareholders, And Seamless Execution | In a recent conversation hosted by Christopher P. Skroupa, Founder & CEO of Skytop Media Group, InvestorCom President & CEO John Glenn Grau discussed the dual forces shaping a successful Annual General Meeting (AGM): | | |
Nashville Summit on Shareholder Engagement And Governance | 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. | | |
Askeladden Capital And AstroNova Forge Cooperation Agreement | |
We are proud to congratulate InvestorCom client Askeladden Capital on reaching a Cooperation Agreement with AstroNova, Inc. (Nasdaq: ALOT); a development that reflects broader trends shaping corporate governance today.
In recent years, cooperation agreements have emerged as a key mechanism for balancing shareholder perspectives with corporate strategy. Unlike more adversarial engagements, these agreements demonstrate how constructive dialogue can lead to outcomes that align investor priorities with long-term company performance. They often touch on board composition, governance best practices, and strategic direction; all critical to sustaining shareholder value in an increasingly dynamic market.
The agreement between AstroNova and Askeladden Capital illustrates this shift toward collaborative engagement, underscoring how investors and companies are finding common ground to advance shared objectives. This approach not only helps avoid the distractions of prolonged disputes, but also positions both parties to focus on opportunities for growth, operational resilience, and governance enhancements.
For InvestorCom, it’s especially rewarding to see our clients drive outcomes that contribute to this evolving landscape. Agreements like this one signal to the market that active investors and public companies can work together constructively, shaping governance practices in ways that strengthen both trust and performance.
To read more about the announcement, please see the coverage below:
| | |
Hudson Global And Star Equity Holdings Announce Closing of Merger | |
Congratulations to our clients Hudson Global and Star Equity Holdings on the successful closing of their merger. This transaction marks a significant milestone for both organizations as they combine resources, expertise, and market reach to create new opportunities for growth and shareholder value.
Mergers and acquisitions continue to play a defining role in today’s corporate landscape, particularly as companies seek scale, operational efficiencies, and competitive positioning in rapidly evolving industries. Strategic combinations such as this one highlight how organizations are navigating market shifts by strengthening their platforms and enhancing their ability to deliver long-term value.
For InvestorCom, it is especially rewarding to see our clients at the forefront of these transformative moves. By uniting Hudson Global’s capabilities with Star Equity’s strategic vision, the newly combined company is well-positioned to capture emerging opportunities and drive sustained performance for investors.
Read The Full Announcement Below:
| | |
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.
| | |
|
Contact Us
203-972-9300
Info@Investor-Com.com
|
| We can't wait to serve you soon! | | InvestorCom | 19 Old Kings Highway South | Darien, CT 06820 US | | | | |
