Directors' Cut

Meeting Investor Expectations on AI [04.01.26] - Drawing on discussions with stewardship leaders from institutional investors representing approximately $55 trillion in assets under management, EY's Five ways boards can respond to investor expectations on AI highlights areas where boards and management can better address investors' growing interest in AI governance. Among other things, the report discusses board oversight and disclosure, director technology expertise, oversight of AI talent and investment strategies, and the implications of AI-enabled investor stewardship.

Emerging Proxy Disclosure: Board Oversight of AI [04.08.26] - Recent reports from ISS and Glass Lewis examine how companies are approaching board oversight of AI and how related proxy disclosures are evolving in response to investor expectations. The reports discuss board oversight structures, director AI expertise, AI governance policies, and proxy disclosure practices, while suggesting that investors increasingly expect boards to articulate how AI oversight responsibilities are allocated and exercised. 

Private Companies: AI in the Boardroom [04.29.26] - The Society's Key Takeaways from its recent Private Companies Community meeting explore board AI oversight and governance practices, AI reporting to boards, AI policies and frameworks, and directors' use of AI tools in the boardroom. The discussion draws on practical experiences shared by participants and featured guest Dylan Sandlin of the National Association of Corporate Directors (NACD), providing insights that may assist boards and governance professionals as AI oversight practices continue to evolve. 

Director AI Expertise Considerations & Alternatives [04.29.26] - Debevoise & Plimpton's Board Oversight of AI: Do Boards Need AI Experts? examines considerations for boards assessing whether and how to enhance their AI expertise. The memo discusses the practical and governance challenges associated with appointing directors with AI expertise, alternative approaches to strengthening board oversight, directors' ability to rely on management and outside experts, and the importance of ongoing director education and structured management reporting on AI risks and opportunities. 

AI Oversight: Five Things Boards Need to Know [04.29.26] - R. McConnell Group's Five Things Your Board Needs to Know About AI outlines key considerations for boards overseeing AI. The resource discusses directors' working knowledge of AI, the company's AI-related risks and use cases, oversight of AI deployment across the organization, and directors' fiduciary oversight responsibilities in the context of rapidly expanding AI adoption. 

Board Oversight of AI: Program Takeaways [05.06.26] - The Society’s Key Takeaways from its recent virtual roundtable, hosted in collaboration with Diligent, explore practical approaches to board oversight of AI. The discussion addressed how AI governance differs from other areas of board oversight, appropriate board and committee oversight structures, fiduciary duty considerations, director AI fluency, and evolving disclosure and stakeholder expectations. The takeaways may be particularly useful to boards and governance professionals evaluating or refining their AI oversight practices.

AI in the Boardroom: Program Takeaways [05.13.26] - The Society's Key Takeaways from its recent structured discussion on AI in the boardroom, facilitated by Debevoise, explore practical governance considerations associated with directors' use of AI in connection with their board responsibilities. The discussion addressed the evolving AI regulatory and litigation landscape, board AI policies and guidelines, board AI education and training, AI disclosure and board/director expertise, and directors' use of AI. The takeaways may be particularly useful to boards and governance professionals evaluating how AI can be used effectively and responsibly in the boardroom. 

AI in the Boardroom: Emerging Governance Practices & Risks [05.20.26] - The Society for Corporate Governance and Nasdaq Governance Solutions' report, AI In and Around the Boardroom: A Tale of 2½ Cities, summarizes key findings from a collaborative virtual roundtable discussion and benchmarking survey on the evolving use of AI in corporate governance and board operations. The report explores AI adoption by governance professionals and boards, practical use cases, governance considerations, emerging risks, and developing AI governance frameworks. It also suggests that governance professionals will play a central role in helping boards and management navigate AI adoption by developing appropriate safeguards, educating stakeholders, and integrating AI governance into broader corporate governance and risk oversight frameworks.

AI Governance Framework [06.10.26] - KPMG and INSEAD's AI Governance Principles for Boards presents a principles-based framework for board oversight of AI. Drawing on insights from directors, investors, and governance specialists, the framework addresses strategic oversight, technology and security, workforce transformation, trustworthy AI, and the board's own governance responsibilities, while complementing other recently released AI governance frameworks.

AI Governance: From Principles to Practices [06.17.26] - The Conference Board's From Principles to Practice: Governing AI in the Corporation examines how companies are translating AI governance principles into operational practices. Drawing on survey data and executive discussions, the report addresses AI governance frameworks, board oversight, enterprise governance structures, AI risk management, board AI fluency, regulatory readiness, and workforce considerations, while highlighting the practical challenges organizations face as AI governance continues to mature. 

CEOs and Boards See AI Differently [06.17.26] - BCG's inaugural Split Decisions: The BCG CEOs and Boards Survey highlights notable differences between CEOs' and directors' perspectives on AI strategy, implementation, governance, and accountability. The report examines differing views regarding board AI literacy, the pace of AI adoption, responsibility for AI implementation, AI-related CEO performance expectations, and the AI capabilities boards should seek in future directors. 

Legal Privilege and AI: Program Takeaways [06.24.26] - The Society's Key Takeaways from its recent Structured Chatham House Rule Discussion on legal privilege and AI, facilitated by Sidley partners David Gordon and Takayuki Ono, explore practical legal considerations associated with the use of AI in privileged communications. The discussion addressed attorney-client privilege in an AI context, confidentiality and AI platform terms, preserving privilege and work product protection, and the discoverability of AI prompts and outputs. The takeaways may be particularly useful to boards, legal departments, and governance professionals navigating the evolving legal implications of AI.

Audit Committee Effectiveness: Lessons from Leading Chairs [04.08.26] - Drawing on discussions among large public company audit committee chairs, Tapestry Networks and EY's Staying ahead of the curve: lessons from leading audit committee chairs examines practices associated with high-performing audit committees. The report addresses committee composition, meeting effectiveness, relationships with management and the external auditor, ongoing education, and other practices that can help audit committees strengthen oversight in an increasingly complex risk and regulatory environment.

Audit Committee Oversight: Best Practices & Templates [04.22.26] - Wachtell Lipton's Audit Committee Guide provides information for audit committees and their advisors on regulatory requirements, leading practices and trends, core committee roles and responsibilities, and practical guidance on discharging those responsibilities. The guide also includes numerous model exhibits and practical tools, including audit committee charters for NYSE- and Nasdaq-listed companies, a responsibilities checklist, financial expertise and independence questionnaire, pre-approval policy, related person transaction policies, complaint procedures, and an audit committee self-evaluation checklist. 

Directors Speak: Audit Committee Meeting Effectiveness [04.29.26] - Voices from the Audit Committee, from the CAQ, in collaboration with Deloitte, Queens College, and the Sigmund Weis School of Business, which supplements the findings of the joint Deloitte/CAQ Audit Committee Practices Report, draws on interviews with audit committee directors to identify practices that enhance meeting effectiveness. The report addresses presentation quality, pre-read materials, meeting time management, and other practical considerations that can help boards, management, corporate secretaries, and governance professionals improve the effectiveness of audit committee meetings. 

PCAOB Reports on Audit Committee Engagement [05.13.26] - The PCAOB's 2025 Conversations With Audit Committee Chairs summarizes observations from the PCAOB's discussions with more than 250 audit committee chairs whose companies' audits were inspected. The publication addresses topics including audit committee relationships with external auditors, auditor evaluations, use of PCAOB inspection reports, fraud risk, critical audit matters, audit quality, and the role of emerging technologies in financial reporting and the audit. 

New Director Profile [04.29.26] - Heidrick & Struggles' 2026 Board Monitor US examines the profile of new Fortune 500 directors appointed during 2025 and the broader trends shaping board refreshment. The report provides extensive benchmarking on new director demographics, career experience, board experience, committee assignments, diversity, and other characteristics, while exploring how boards are balancing operational expertise, prior board experience, diversity, and future governance needs in director succession planning.

Board Diversity Disclosure Pullback Trend Continues [04.29.26] - PeopleReturn reported that board diversity disclosure and "Rooney Rule" commitments continued to decline among Russell 3000 companies during the 2026 proxy season. The analysis also examines trends in aggregate and individual director diversity disclosure across major market indices, providing insight into evolving disclosure practices amid changing legal, political, and regulatory developments. 

Board Gender Diversity [04.29.26] - ISS Corporate's Global Trends in Women's Corporate Leadership 2026 benchmarks female board representation and board leadership positions across global markets. The report compares U.S. Russell 3000 companies with global trends and examines women's representation among directors, board leadership roles, and committee chairs. 

Board Evaluations: Guidance & Tips [04.01.26] - Skadden's Effective Board Evaluations: A Director's Practical Tips offers practical guidance on enhancing the quality and effectiveness of board, committee, and director evaluations. The publication discusses both evaluation process—including the use of confidential interviews and independent facilitators—and evaluation content, encouraging boards to assess key governance areas such as board composition, meeting effectiveness, oversight responsibilities, board-management interaction, and information flow. It also provides practical recommendations on implementation, confidentiality, communicating results, and evolving evaluation practices to address emerging governance priorities, including technology and AI oversight.

Survey Highlights Opportunities to Enhance Board Materials & Practices [05.27.26] - Nasdaq's Global Governance Pulse survey report highlights current governance practices and opportunities to strengthen board effectiveness. The report examines board meeting practices, board materials, succession planning, board composition, board evaluations, director education, AI adoption and oversight, and other governance priorities, while providing benchmarking data and practical insights that boards and governance professionals may find useful in evaluating their own practices. 

C-Suite Weighs in on Board Effectiveness [05.27.26] - PwC and The Conference Board's Board effectiveness: A survey of the C-suite presents the perspectives of more than 500 public company executives regarding board performance and effectiveness, while comparing those views with directors' perspectives from PwC's 2025 Annual Corporate Directors Survey. The report explores how executives' perceptions of board effectiveness vary based on their level of interaction with the board and offers insights into opportunities to strengthen board performance and board-management relationships. 

Becoming a Trusted Board Partner [05.27.26] - The Society and Spencer Stuart's report builds on their October 2025 roundtable and member benchmarking to explore how corporate secretaries can strengthen their role as trusted strategic advisors to the board. Drawing on insights from nearly 200 Society members, the report examines opportunities to expand corporate secretary involvement in areas such as board succession planning and board evaluations, while highlighting the strategic advisory, governance, and communication skills that members view as most critical to strengthening board partnership. The findings may be particularly useful to governance professionals seeking to enhance their strategic value to boards. See the program’s key takeaways here.

What Makes Board & Committee Materials Effective? [06.10.26] - Effective board meetings begin long before directors enter the boardroom. That is the central message of the Society for Corporate Governance and Board Intelligence's report, Board and Committee Meeting Materials: Insights, Practices, and Practical Guidance. Drawing on Society member surveys, roundtables, and interviews, the report examines leading practices across the board and committee materials lifecycle, while highlighting the growing role of governance professionals as curators of board information and the importance of concise, decision-useful materials that promote discussion rather than simply convey information. It also includes benchmarking data, practical guidance, member perspectives, and sample tools that organizations can adapt to strengthen board effectiveness.

Director Education: What's on Deck? [06.17.26] - The Society and certain other organizations have long maintained listings of reputable, established director and board education program offerings. The Society recently updated both its comprehensive listing of director education programs and its dedicated listing of AI-focused director education programs. See also these additional resources from Cooley, Gallagher, and Gibson Dunn.

Leveraging Board Evaluations to Drive Meaningful Improvement [06.24.26] - Russell Reynolds' NACD article, Pressure-Testing Your Board Evaluation, examines how boards can make evaluations more effective by focusing on meaningful governance outcomes rather than compliance alone. The article discusses director engagement, board culture, board-management dynamics, strategic oversight, candid feedback, implementation, and follow-through, while encouraging boards to use evaluations as tools for continuous improvement and director development.

Leading Board Practices for CEO Succession Planning [04.01.26] - R. McConnell Group's Succession Planning and Skill Matrix: The Board View discusses CEO succession planning in the context of directors' fiduciary duties and outlines leading board oversight practices. The presentation addresses characteristics of effective succession planning, board oversight responsibilities, leadership pipeline development, benchmarking internal talent, planning for unexpected transitions, and other practical considerations that can contribute to successful CEO succession.

CEO/Chair Leadership Structures: Practices & Trends [06.10.26] - The Conference Board's CEO/Chair Leadership: When and Why Boards Combine or Separate the Roles examines CEO/chair leadership structures among S&P 500 and Russell 3000 companies based on 2025 proxy disclosures. The report analyzes leadership structure trends, succession practices, board leadership policies, governance rationales for combining or separating the CEO and chair roles, and investor and proxy advisor perspectives, providing useful benchmarking on one of the board's most fundamental governance decisions.

Board Leadership Succession Planning: Behind the Scenes [06.24.26] - Spencer Stuart's latest pulse survey on board leader succession, together with its companion article, Board Leader Succession Planning: 4 Essential Steps for Chair and Lead Director Transitions, examines how boards are approaching succession planning for board chairs and lead independent directors. The resources discuss board leadership succession practices, leadership structures, transition planning, and the qualifications boards seek in future leaders, while recommending that boards treat board leadership succession as an ongoing governance priority rather than an event-driven exercise. Practical recommendations include formally assigning responsibility for board leadership succession, periodically evaluating the board's leadership structure, establishing a deliberate process for selecting future board leaders, and regularly assessing leadership effectiveness and succession readiness.

Compensation Committee Best Practices & Charters [04.01.26] - Wachtell Lipton's updated Compensation Committee Guide provides an overview of the key duties, legal standards, and disclosure requirements applicable to listed company compensation committees. The guide also addresses compensation methods and structures and associated legal considerations, shareholder proposals and related developments, suggested practices for effective committee operations, director compensation, and other topics. A model compensation committee charter—which also suggests provisions for committees with broad management development and culture responsibilities—is included as an exhibit for reference and potential tailoring to company-specific facts and circumstances.

CEO Security Perks Increasingly Prevalent Among Large-Caps [05.06.26] - Compensation Advisory Partners' review of proxy disclosures from 90 large-cap companies examines trends in CEO security-related perquisites following heightened concerns regarding executive security. The report benchmarks the prevalence and types of executive security benefits, including residential security, executive protection, secure transportation, travel security, digital security services, and security-related aircraft use, while providing insight into evolving board and compensation committee practices in this area.

Director Equity Ownership & Long-Term Value Creation [06.17.26] - FCLTGlobal and MSCI's Holding the Long View: Board Equity Ownership and Its Impact on Corporate Performance examines the relationship between sustained director equity ownership and long-term corporate performance. The report discusses equity ownership structures, long-term alignment, independent director ownership, and practical approaches to designing director ownership programs, and includes implementation toolkits that boards can use in evaluating their own equity ownership practices.

Board Communication Protocols: Governance Best Practices [04.01.26] - Baker Botts' Corporate Governance Field Guide — Board Communications outlines governance best practices for director communications outside board meetings, the distribution and retention of board materials, and the preparation of board meeting minutes. The guidance is designed to facilitate effective board communication while safeguarding confidentiality and security, protecting attorney-client privilege, and supporting the board's exercise of its fiduciary duties. The publication also includes practical recommendations regarding secure communication methods, records retention practices, and preparation of board minutes.

Board Committee Report-Out Practices [04.08.26] - Society members across company types and sizes shared benchmarking data on board committee report-out practices, including the frequency, format, and content of committee reports to the full board, documentation of report-outs in board minutes, director access to committee materials, and the timing of committee meetings relative to board meetings. The survey also highlights variations in practices across companies and provides practical insights that may assist boards and governance professionals in evaluating their own committee reporting practices.

COSO Issues Board-Level Governance Guiding Principles [04.15.26] - Developed in collaboration with PwC, COSO's Corporate Governance: Guiding Principles for Board Oversight presents 12 principles addressing key areas of board oversight, including governance structure, accountability, strategy, culture, stakeholder considerations, executive leadership, and risk management. The publication is intended as a flexible, board-level resource that complements existing governance standards rather than prescribing specific practices, reflecting a significant shift from COSO's earlier proposed governance framework.

Nom/Gov Committee Primer [05.06.26] - PwC's Serving on and chairing the nominating/governance committee provides practical guidance on the nominating/governance committee's evolving role in board composition, governance, and corporate accountability. The guide addresses committee responsibilities and operations, board effectiveness, director succession planning, governance and disclosure responsibilities, and coordination with management and other committees. It also incorporates benchmarking data and includes practical resources such as a comparison of NYSE and Nasdaq governance requirements and a sample board skills matrix.

Proxy Voting Policies, Expectations & Investor Guidance

Goldman Sachs, CalPERS Release Updated Proxy Voting Guidelines [04.01.26] - Goldman Sachs and CalPERS recently released updated proxy voting guidelines for the 2026 proxy season. Among the more notable changes, CalPERS added a new AI board oversight provision and revised its executive compensation guidance, reflecting the continued evolution of institutional investor expectations regarding board oversight and executive pay.

State Street Investment Management Provides US-Specific Guidelines [04.08.26] - State Street Investment Management's updated proxy voting and engagement policy includes new US-specific engagement guidelines, embeds financial performance measures more systematically into certain voting policies, and adopts a streamlined framework for evaluating shareholder proposals. The updated policy also describes State Street's approach to engagement with US portfolio companies and the core governance principles it considers when evaluating shareholder proposals, including effective board oversight, quality disclosure, shareholder protection, and long-term shareholder value. See the Summary of Material Changes.

New York State Common Retirement Fund Releases Stewardship Priorities [04.22.26] - The New York State Common Retirement Fund's 2026 Stewardship Priorities outlines the Fund's engagement priorities across governance, workforce, technology, and environmental matters, together with related updates to its Proxy Voting Guidelines. The publication discusses the Fund's expectations regarding governance and shareholder rights, AI and cybersecurity oversight, workforce practices, diversity and inclusion, and climate-related risks, providing insight into the stewardship priorities of one of the nation's largest institutional investors.

Institutional Investors Speak: Stewardship Priorities & Practices [04.22.26] - Glass Lewis's survey of global asset managers and asset owners provides insights into institutional investor stewardship priorities, engagement practices, and the influence of recent ESG-related debates on stewardship activities. Among other findings, the survey highlights regional differences in engagement priorities, with North American investors placing greater emphasis on board effectiveness and oversight, while European investors report greater focus on biodiversity, natural capital, and human and labor rights. The report also suggests that recent ESG-related debates have generally influenced stewardship priorities at the margins rather than fundamentally changing investors' stewardship approaches.

Big Three ESG Policy Positions [04.29.26] - Weil's annual The Big Three & ESG summarizes BlackRock's, State Street's, and Vanguard's proxy voting policies and guidance across a broad range of governance and ESG topics. The guide covers board diversity, director overboarding, board oversight of ESG risks, climate disclosure, human capital management, executive compensation, and other topics, and includes a summary of the Big Three's 2026 policy updates together with links to the underlying source materials.

Institutional Investor Proxy Voting Policy Updates [05.06.26] - Recent proxy voting policy updates from several major institutional investors reflect evolving positions on topics such as reincorporation, board composition, executive compensation, board diversity, and shareholder proposals. Among other developments, Georgeson's 2026 Policy Updates from Key Investors summarizes revisions adopted by several large institutional investors, while separate updates from BNY Mellon and UBS highlight additional changes to their 2026 proxy voting guidelines.

Legal & General Maintains Board Diversity Expectations [05.06.26] - Legal & General Asset Management's 2026 global diversity principles continues to emphasize board diversity expectations for U.S. companies, distinguishing its approach from the growing number of institutional investors that have recently scaled back diversity-related voting expectations. The updated principles outline the circumstances under which Legal & General may vote against nomination committee chairs based on board and executive leadership diversity.

ICCR Issues Investor Guidance on Executive Compensation [05.27.26] - ICCR's report, Excessive Executive Compensation: Investor Guidance, outlines its views on investor stewardship and oversight of executive compensation practices. The report discusses executive compensation, pay disparities, shareholder engagement, proxy voting, and stewardship considerations, while encouraging investors to strengthen oversight, transparency, and alignment in executive pay practices.

Annual Stewardship Reports

BlackRock Releases Investment Stewardship Report [05.20.26] - BlackRock's Investment Stewardship Annual Report provides a comprehensive overview of the firm's proxy voting and stewardship activities during 2025. The report includes engagement and proxy voting statistics by topic and region, stewardship case studies, voting trends, and an explanation of BlackRock's stewardship approaches for both index and actively managed funds, providing useful insight into the governance priorities of one of the world's largest institutional investors.

State Street Reports on 2025 Stewardship Activity [05.20.26] - State Street's Stewardship report 2025 summarizes the firm's global engagement and proxy voting activities during 2025. The report provides detailed stewardship and voting data across markets and issue areas, engagement examples, voting trends, and insight into State Street's approach to long-term shareholder value, accountability, and stewardship.

Vanguard Releases Investment Stewardship Report [06.10.26] - Vanguard's 2025 investment stewardship report provides an overview of the firm's global proxy voting and engagement activities during 2025. The report includes voting and engagement data by region, stewardship case studies, organizational updates, and insight into Vanguard's approach to long-term shareholder value and investment stewardship.

UBS Reports on 2025 Stewardship Activity [06.17.26] - UBS's 2025 stewardship report provides an overview of the firm's global engagement and proxy voting activities during 2025. The report includes stewardship and proxy voting data, engagement and voting case studies, and insight into UBS's voting decisions and stewardship priorities, providing another useful perspective on the governance expectations of a major institutional investor.

Board Engagement in Corporate Strategy [04.01.26] - KPMG's Elevating strategy discussions in the boardroom examines the board's increasingly active role in strategy oversight as companies navigate geopolitical uncertainty, technological disruption, and other rapidly evolving business challenges. The report discusses practices that can strengthen board engagement in strategy, including establishing clear expectations regarding the board's role, structuring strategy discussions to encourage forward-looking dialogue, and fostering constructive challenge while maintaining a focus on long-term value creation.

Board Oversight of Ethics & Compliance Programs [04.15.26] - LRN's Ethics & Compliance Program Effectiveness Report examines board oversight of ethics and compliance (E&C) programs, including the frequency of board and committee engagement and the types of information provided to directors. The report also addresses reporting practices, committee oversight, board-level metrics, technology adoption, regulatory readiness, and other aspects of E&C program effectiveness based on surveys of ethics, compliance, legal, and employee respondents across multiple industries and jurisdictions.

Board Oversight: Financial Distress [04.29.26] - PwC's Board guide to financial distress: Warning signs, governance and turnaround actions provides directors with a framework for identifying warning signs of financial distress and overseeing management's response. The guide discusses governance considerations, strategic and operational turnaround actions, restructuring pathways, and questions that can help boards assess financial challenges and oversee management during periods of heightened risk.

Board Cybersecurity Oversight Handbook [05.06.26] - The NACD and Internet Security Alliance's fifth edition of the Director's Handbook on Cyber-Risk Oversight presents six core principles for effective board oversight of cyber risk in an increasingly complex threat environment. The handbook addresses emerging technologies, supply chain risk, incident response, and broader enterprise risk oversight, and is accompanied by a practical toolkit covering topics such as ransomware preparedness, AI and quantum computing, third-party risk, cybersecurity reporting, and M&A considerations.

Management Reporting to the Board: Cybersecurity [05.20.26] - Bryan Cave Leighton Paisner's Cyber-Ready Boards: A Guide to Effective Cybersecurity Briefings for Directors provides practical guidance on cybersecurity reporting to the board. The guide outlines topics that may be addressed in board cybersecurity briefings, together with considerations regarding the frequency, structure, and content of those briefings to support effective board oversight of cybersecurity risks and incident response preparedness.

Litigation Oversight and Reporting to the Board [06.10.26] - Society public company members shared insights on litigation oversight and board reporting practices, including board and committee oversight responsibilities, reporting structures and cadence, the scope of litigation reporting, and criteria for escalating matters to the full board. The benchmarking also provides practical insight into how companies allocate litigation oversight responsibilities and structure board reporting practices. The findings may be particularly useful to boards and governance professionals evaluating their own litigation oversight and reporting frameworks. 

Investor Activism: State of Play [04.01.26] - Diligent's Shareholder Activism Annual Review 2026 provides a comprehensive review of global and U.S. shareholder activism activity, benchmarking recent trends and offering practical insights for boards and their advisors. The report examines campaign activity, activist objectives, settlement trends, sector-specific developments, evolving defense strategies, and other governance considerations that can help boards assess activism preparedness and response strategies.

Informal Settlements With Activists: Key Considerations [04.29.26] - Skadden's Should Boards Be Wary of Informal Settlements With Shareholder Activists? examines factors boards should consider when evaluating informal settlements with activist investors. The memo discusses the advantages and limitations of informal versus formal settlements and emphasizes the importance of shareholder engagement, strategic self-assessment, and preparedness in responding to activist campaigns.

All Aboard the Activism Bandwagon—Amplified [05.13.26] - PwC's The director's guide to shareholder activism examines the evolving shareholder activism landscape and its implications for boards. The guide discusses activism trends and tactics, common activist triggers, the changing composition of activist investors, and the growing importance of shareholder engagement, governance review, and strategy assessment in anticipating and responding to activist campaigns.

CII Amends Corporate Governance Policies [04.29.26] - The Council of Institutional Investors' updated corporate governance policies reaffirm its position that the ability to submit and vote on shareholder proposals is a fundamental shareholder right. The amendments also encourage boards to evaluate and disclose the implications of changes that may weaken shareholder protections, including the rationale for their decisions and potential approaches to preserving those protections.

Glass Lewis Reviews Reincorporation Proposals [05.06.26] - Glass Lewis's The State of US Reincorporations, Part II: Post-Proxy Season 2025 analyzes standalone reincorporation proposals considered following the 2025 proxy season. The report examines jurisdictions selected, company rationales, shareholder voting outcomes, and broader trends in reincorporation activity, providing useful context as boards continue to evaluate corporate domicile considerations.

Evolving Board Practices: Shareholder Proposals [05.27.26] - Goodwin's summary of the Weinberg Center's Fifth Annual ESG and Shareholder Proposals Program examines how boards are adapting their approach to shareholder proposals following the SEC's recent Rule 14a-8 policy shift. The discussion highlights increasing board focus on management's analysis of potential proposal exclusions, litigation readiness, shareholder engagement, reputational considerations, and broader governance implications associated with shareholder proposals.

Shareholder Proposal Strategies Continue to Evolve [06.17.26] - The Shareholder Rights Group's report examines how shareholder proponents are adapting their strategies following the SEC's revised approach to the Rule 14a-8 no-action process. The report discusses evolving approaches to preserving ballot access, including litigation, administrative law challenges, proxy solicitations, and director accountability campaigns, while also offering recommendations regarding the future of the SEC's shareholder proposal process.

Shareholder Proposal Omissions Prompt Increased Scrutiny of Directors [06.24.26] - Recent reports suggest that investors are increasingly scrutinizing directors—particularly governance committee members—when companies exclude shareholder proposals following the SEC's revised Rule 14a-8 no-action approach. The reports discuss evolving investor expectations regarding proposal exclusions and the growing focus on board accountability and disclosure when proposals are omitted. See these relevant resources from Jones Day, Bloomberg Law (subscription required), and Responsible Investor (register for free).

Investor Coalition Launches Campaign to Preserve Rule 14a-8 [06.24.26] - A coalition of investor organizations has launched the Protect Shareholder Voice campaign to advocate for preserving Rule 14a-8 as debate continues regarding the future of the shareholder proposal process. The initiative reflects continuing investor concern regarding potential changes to shareholder proposal rights and corporate accountability, while illustrating how investor groups are coordinating their advocacy efforts following the SEC's recent policy changes.

SEC Guidance Reshapes Shareholder Communication Tactics [06.24.26] - ISS reported that the SEC's January 2026 guidance regarding exempt solicitation filings has significantly reduced Rule 14a-6(g) submissions on EDGAR, prompting shareholder proponents to explore alternative methods for communicating with investors. The report examines how evolving SEC guidance is reshaping shareholder communication strategies and raising new questions regarding investor outreach and shareholder engagement.

NBIM Releases Nature Expectations for Portfolio Companies [04.15.26] - Norges Bank Investment Management's nature expectations outlines how portfolio companies should identify, assess, and manage nature-related risks and opportunities from a governance, strategy, risk management, and disclosure perspective. The publication discusses board and management oversight, integration of nature-related considerations into corporate strategy and enterprise risk management, target-setting, stakeholder engagement, and alignment with emerging global frameworks, including the Taskforce on Nature-related Financial Disclosures (TNFD) and the Kunming-Montreal Global Biodiversity Framework. The expectations will also inform NBIM's stewardship activities, including company engagement and proxy voting.

ESG Governance and Board Oversight [05.13.26] - Society members across company types and sizes shared insights on ESG governance and board oversight practices, including committee oversight responsibilities, board reporting structures and cadence, escalation practices, and communication of emerging ESG risks. The survey also examines how companies allocate ESG oversight responsibilities across the board and its committees and provides practical benchmarking that may assist boards and governance professionals in evaluating their own governance and reporting practices.