Key Takeaways
This article shares noteworthy trends to watch in North America’s upcoming 2026 proxy season. Glass Lewis clients can access our full North America Proxy Season Preview report, which covers governance, compensation and activism trends, market and regulatory developments, via Viewpoint, our research portal and GovernanceHub.
Governance: AI and Reincorporation
AI governance and related disclosures will likely be top of mind for issuers and investors. With varying levels of guidance from governing bodies, companies are navigating the challenges of balancing innovation with responsible integration as market expectations and best practices continue to emerge.
Reincorporation proposals continue to be an area of shareholder interest. Generally, reincorporations have been limited to a small number of companies and have been more common for companies with significant or controlling shareholders, but it appears this may be shifting. Among the 16 existing public companies that sought to reincorporate in the second half of 2025, a desire for more favorable legal environments to suit unique business operations and strategies played a significant role.
Compensation: Bonuses, Succession Planning, and Increased Pay
We’ve already observed a slight uptick in the number of companies exercising upward discretion on annual bonuses to offset the unanticipated impact of tariffs. This trend will likely become widespread as more companies report on their 2025 pay outcomes.
CEO transitions at UnitedHealth and Paramount Global highlight the continued importance of thoughtful succession planning, particularly with regard to the quantum, structure, and disclosure of related pay arrangements. While investor lenience on “make-whole” awards (awards meant to replace those forfeited from a previous employer) will continue, they do expect companies to rationalize the need for these awards and highlight that the structures used are “like-for-like" compared to forfeited awards.
Steady recent increases in Canadian pay levels are expected to continue. While many of these increases may be due to benchmarking practices against U.S., which generally have the tendency to pay more, foreign exchange is also a factor. As the Canadian dollar has weakened against the U.S. dollar, companies paying executives in Canadian dollars and benchmarking against U.S. peers will likely see increases stemming from this.
ESG and Activism: Diversity Disclosures, Metrics, and Proposal Exclusions
A number of recent regulatory outcomes have led many U.S. issuers to revise or eliminate their diversity-related disclosures and initiatives, and institutional investors to recalibrate their related voting guidelines. For the 2026 proxy season, the U.S. market will likely continue to see varying levels of disclosure pertaining to this area. While elements of legal and regulatory uncertainty remain, companies will need to balance potential litigation risk with shareholder-maintained market expectations for board diversity and related disclosures.
Similarly, last year saw a decline in the use of ESG metrics among S&P 500 companies, particularly for diversity-related metrics. While the overall impact was relatively muted in 2025, it is anticipated to be larger in the 2026 season. Companies that opt to keep their ESG metrics may provide additional rationale and implement more quantitative measures, ensuring that shareholders are clear on the materiality of such considerations.
Recent changes to the SEC’s no-action relief process have created uncertainty for companies and investors navigating shareholder proposals and the broader activism space. While companies have more control over what proposals to exclude, the changes also leave them exposed to potential shareholder opposition and litigation. Investors have already used lawsuits to push back on exclusions, however their ability to pursue “vote no” campaigns may be hampered by another recent SEC change that may limit the use of exempt solications.
Many companies have already scaled back or eliminated their ESG-related initiatives and disclosures in response to political pressures. Although some shareholders have submitted proposals aimed at restoring these efforts, others have sought to further scale them back.
Recent changes to greenwashing provisions of Canada’s Competition Act removed requirements for businesses to substantiate environmental claims, as well as the ability for third parties to bring cases concerning environmental claims. These changes could result in improved climate-related disclosures at Canadian companies in the next year.
Notable Meetings to Watch
Air Canada, Cloudflare, Exxon Mobil Corporation, Meta Platforms, Shopify Inc
Download Glass Lewis’ 2026 North America Proxy Season Preview for the full report.
