Shareholder Advocacy in 2026: A Season Defined by Upheaval and Resilience

*A deeper look at the key themes and proposals in the Proxy Preview 2026 report by As You Sow and Proxy Impact*

The 2026 proxy season is arriving amid one of the most turbulent regulatory environments shareholder advocates have faced in decades. Actions by the Securities and Exchange Commission (SEC) under Chair Paul Atkins have introduced a series of new barriers to shareholder participation — limiting who can file resolutions, restricting exempt solicitations on EDGAR, and signaling a broader retreat from the corporate disclosure requirements that have defined the modern era of investor oversight. Filing thresholds have been quietly tightened. The procedural goalposts have moved. And the agency that once served as a neutral referee on what does and does not belong on a proxy ballot has, in practice, stepped off the field.

And yet, shareholders are not retreating. As Proxy Preview publisher Andrew Behar puts it, they are “standing shoulder to shoulder” — the early warning system that corporations have long relied on, whether they admit it or not. The proposals filed this year are, if anything, more ambitious than in seasons past. Investors are not waiting to see how the regulatory landscape settles. They are filing, litigating, and engaging on the assumption that the right to ask questions about material risk is theirs to exercise regardless of who chairs the SEC.

This year’s Proxy Preview, produced by As You Sow and Proxy Impact, offers a sweeping look at the environmental, social, and governance (ESG) proposals headed to shareholder votes in 2026. The themes range from the data center buildout reshaping America’s electricity grid, to the legal liabilities mounting against Big Tech, to the quiet but consequential question of who gets to decide what counts as “proper business” at an annual meeting. Here’s what investors need to know.

The Political and Legal Backdrop

The story of the 2026 season cannot be told without first addressing what happened to the SEC’s no-action process. Historically, when a company wanted to exclude a shareholder proposal from its proxy statement, it would file a no-action request with the SEC, which would review the proposal on its merits and issue guidance. That process — imperfect but functional — was effectively suspended this year, triggered in part by a prolonged government shutdown that left the agency without the bandwidth to render decisions.

The result was a free-for-all. Companies, sensing an opening, filed notices of intent to exclude proposals on a range of novel theories. The most aggressive of these was the so-called “Delaware Proper Business” argument, which holds that advisory shareholder proposals — the non-binding resolutions that have been the backbone of shareholder advocacy for decades — are not “proper business” for an annual meeting under Delaware corporate law. If accepted, that theory would effectively wipe out the entire category.

Shareholders pushed back, hard. Lawsuits were filed against AT&T, Axon, Chubb, BJ’s Wholesale, and PepsiCo. AT&T and Pepsi settled quickly, restoring the proposals to their proxies. At Axon, a federal court ordered the parties to explore a negotiated resolution rather than rule on the merits — a signal that judges are skeptical of the broad exclusion theories companies have been advancing. The Chubb and BJ’s cases remain in active litigation as of this writing.

Meanwhile, in a parallel front, a federal court struck down Texas Senate Bill 13 — the state’s anti-ESG law that restricted public pension funds from doing business with financial firms deemed to “boycott” fossil fuel companies — as unconstitutionally overbroad and vague. It is the first federal court decision to invalidate this type of statute, and it sets up a potential precedent that could unwind similar laws in roughly a dozen other states.

The pattern, taken together, is clear. Where companies and state legislatures have tried to use procedural and legal tools to silence shareholder voice, the courts have so far been unwilling to go along.

Climate: Data Centers, Stranded Assets, and Insurance

If there is one new climate story dominating the 2026 season, it is the AI buildout. The numbers are striking. In 2025, the number of proposed fossil gas plants in the U.S. nearly tripled, driven almost entirely by soaring electricity demand from new data centers. Utilities that had been quietly retiring coal and gas capacity are now reversing course, citing grid commitments to hyperscale tech customers as the rationale.

Investors are responding. Proposals at Amazon, Meta, and Alphabet request disclosure on how the companies’ growing data center operations are compatible with their previously announced climate commitments — many of which include net-zero pledges that look increasingly difficult to reconcile with multi-gigawatt computing expansion. Similar proposals target the utility side of the equation, including Dominion Energy and Southern Company, both of which are major suppliers to data center hubs in Virginia and Georgia.

At the same time, the U.S. is in the middle of a climate-driven insurance crisis that is starting to attract serious investor attention. Insured natural-catastrophe losses reached $117 billion in 2024 — more than double the ten-year average. Homeowners insurance premiums rose 24% between 2021 and 2024, and entire ZIP codes in California, Florida, and Louisiana have effectively become uninsurable on the private market. As You Sow has filed a novel “subrogation” proposal at Chubb, asking the insurer to explore using subrogation claims against large emitters to offset climate-related losses. The legal theory borrows from the playbook used against tobacco and opioid manufacturers: if you can identify the parties whose conduct caused the harm, you can pursue them for the cost of paying out claims.

Climate transition planning remains a critical investor concern more broadly. Proposals at Harley-Davidson and Verizon push these companies — both of which have ambitious net-zero commitments but published no sustainability reports in 2025 — to develop credible, stand-alone transition plans. The implicit argument is that a target without a plan is not a commitment; it is a press release.

Biodiversity: Horseshoe Crabs and Avocado Supply Chains

Two of the most distinctive proposals this season concern biodiversity, and both illustrate how shareholder advocacy can move industries that regulators have not.

The pharmaceutical industry’s dependence on horseshoe crab blood for drug safety testing is under fresh scrutiny. The compound extracted from the crabs — limulus amebocyte lysate, or LAL — is used to detect bacterial endotoxins in injectable drugs and implantable medical devices. Each year, roughly 1.1 million horseshoe crabs are harvested and bled, with the industry historically claiming low post-bleeding mortality. Independent research suggests the actual mortality rate is closer to 30%, with knock-on effects for shorebirds and other species that depend on horseshoe crab eggs as a food source.

Synthetic alternatives — recombinant Factor C, or rFC — have been commercially available since 2003 and are used routinely by Eli Lilly and others. The U.S. Pharmacopeia, the standards body that governs pharmaceutical testing in the U.S., updated its standards in November 2024 to place rFC on equal regulatory footing with the animal-derived test. That removes the last meaningful technical barrier to transition. Proposals at Abbott and Merck request disclosure about transition timelines.

The avocado story is, in some ways, a more hopeful one — a case study in what sustained shareholder engagement can accomplish over time. Mexican avocado production has long been linked to illegal deforestation, with growers clearing protected forest in Michoacán to plant new orchards. As You Sow’s decade-long push for Pro Forest Avocado (PFA) certification — a satellite-based system that monitors orchards in real time for evidence of land-use change — has transformed the supply chain. As of March 2026, over 60 Mexican avocado packers are PFA-certified, and major U.S. retailers including Costco, Walmart, and Kroger have committed to sourcing from certified suppliers. The notable holdout is Albertsons, which has not responded to repeated engagement requests and is the focus of a 2026 proposal.

Social: Human Rights, Surveillance, and Child Safety

Big Tech is facing what Michael Passoff of Proxy Impact calls its “Big Tobacco moment” — the period when accumulating evidence of harm crosses the threshold from controversial to legally actionable, and the financial consequences begin to compound.

The numbers from the past twelve months are difficult to dismiss. In March 2026, Meta was found guilty of violating New Mexico’s consumer protection law and penalized $375 million for its handling of minors on Instagram. Separately, a California court found Meta and Google guilty of creating addictive platform designs that harm young users’ mental health, in a verdict that is likely to be the template for similar cases in other states. Meta’s stock dropped 8% following the verdicts, suggesting the market is finally beginning to price in legal risk that shareholders have been flagging for years.

On surveillance, investors at Alphabet/Google and Home Depot are pressing for oversight of customer and user data. The specific concerns are concrete. Home Depot cameras installed in parking lots have, according to public reporting, enabled ICE raids targeting day laborers. Google was hit with a $425.7 million verdict for tracking 98 million users after they had explicitly turned location tracking off. In both cases, the proposals ask not for the companies to change their business models, but for the boards to take responsibility for the data practices their products create.

New this year, and likely to attract significant attention: a proposal at Palantir asking the company to conduct a Human Rights Impact Assessment related to its products and services. The proposal follows reports that Palantir’s software is being used by ICE to track and target migrants, including in operations that have separated families and detained individuals without prior criminal records. Palantir has historically resisted human rights disclosure on the grounds that its government contracts are confidential; the proposal tests whether shareholders can compel disclosure of the broader policy framework even when specific contract terms remain under seal.

Political Spending and Lobbying

Corporate political spending is under heightened scrutiny as the 2026 midterm elections approach. The Center for Political Accountability (CPA), which has been the leading shareholder voice on this issue for two decades, filed disclosure proposals at 29 companies this proxy season. The proposals ask for disclosure of corporate political contributions, including those made to trade associations and other intermediaries that often serve as a workaround for direct disclosure requirements.

What is striking is the response. Despite the SEC’s effective invitation to exclude most shareholder proposals this year, only 7 of the 29 companies chose to do so. The other 22 let the proposals proceed to a vote — a tacit acknowledgment that the political risk of being seen to suppress shareholder voice on political spending now outweighs the cost of disclosure. The CPA proposal averaged 41.4% support over 13 votes in 2025, including five majority votes, putting it well above the threshold at which boards typically engage seriously with proponents.

The lobbying disclosure campaign also continues, though with a revised proposal structure following a 2025 setback when the SEC sided with Air Products and Chemicals on a technical exclusion argument. The new, streamlined proposal — focused on direct federal and state lobbying amounts and third-party recipients — is being filed at 7 companies including Goldman Sachs, J.P. Morgan Chase, and Morgan Stanley. The narrower scope is designed to be procedurally bulletproof, leaving the substantive question — should a public company tell its owners how much it spends to influence legislation — on the table for shareholders to answer.

Governance: Board Accountability and Executive Pay

Several governance proposals this season cut to the question of what boards are actually responsible for. Shareholders are requesting that boards provide specific oversight of AI development, climate change, Indigenous peoples’ rights, and data protection — areas where the gap between executive decision-making and board supervision has become particularly wide.

A notable Vote No campaign: NYC Pension Funds, the third-largest public pension system in the country, urged Starbucks shareholders to vote against the re-election of two directors, citing over 700 unfair labor practice charges, 60 adverse administrative law decisions, and the quiet disbanding of a labor relations oversight committee that had been formed in response to earlier shareholder pressure. The campaign is significant not only for its scale but for the specificity of its case: this is not a general grievance about management, but a documented record of regulatory findings the directors are charged with overseeing.

A new executive compensation proposal at Meta links CEO and executive bonuses to improvements in child safety metrics — a direct response to the company’s mounting legal liability over platform harms to minors. The proposal is structurally interesting because it does not ask the company to take any specific action; it asks only that the compensation committee tie pay to outcomes the company itself has acknowledged as material. If child safety is, as Meta has repeatedly stated in public, a top priority, then linking executive pay to it should be uncontroversial. The vote will reveal whether the board agrees.

The Bottom Line

The 2026 proxy season is, more than anything, a test of whether shareholders can maintain their voice in corporate governance amid a hostile regulatory environment. The evidence so far is encouraging. When companies have tried to unilaterally exclude proposals, they have largely faced legal challenges and backed down. When state legislatures have tried to penalize ESG-aligned investing, federal courts have intervened. When boards have tried to ignore mounting legal liability, the markets have begun to do the disciplining themselves.

As shareholder advocate Nell Minow writes, the likely cost-benefit analysis from executives “who thought they could keep the proposals from going to a shareholder vote was not clear to them until they faced the very real possibility that a court ruling on the legitimacy of the challenged proposal would be a much bigger problem.” In other words: the bet that the SEC’s retreat would translate into a free hand for management has not paid off. The deterrents have simply moved from the regulator to the courts and the proxy ballot itself.

Fundamental ownership rights — the right to ask questions about material risks — are not granted by regulators. They are inherent to ownership itself. The 2026 season is shaping up to be the year that principle gets tested, and so far, it is holding.

—

*Sources: Proxy Preview 2026, published by As You Sow and Proxy Impact. Full report available at [proxypreview.org](https://www.proxypreview.org/).*