Tracking Shareholder Proposals and Company Exclusions: Post-Season Observations

How has the SEC’s new approach to no-action requests¹ impacted the shareholder proposal landscape? It’s a question that Glass Lewis has monitored all year.

With the 2026 U.S. proxy season now complete, some notable trends have emerged. In the third instalment of our series on shareholder proposals and company exclusions, we share what we’ve observed at meetings held through June 30.

Proposal and Exclusion Request Volumes

Key Takeaway #1: Amid a multi-year decline in shareholder proposal volumes, the SEC’s decision to step away from the no-action process buoyed the number of proposals going to a vote.

One of the main trends that we observed mid-season² appears to have been borne out: in the absence of no-action relief from SEC staff, companies were far less likely to exclude shareholder proposals. Compared to 2025, barely half the number of exclusion notices were filed (Figure 1).

When the SEC’s decision was announced in November 2025, there was speculation that far fewer shareholder proposals would go to vote in proxy season 2026, given that issuers appeared to have free rein to set their AGM agenda. Ultimately, issuers were reluctant to exclude proposals without SEC backing, largely offsetting the reported decline in the number of proposals being submitted.

Even though the number of shareholder proposals filed is down by as much as 47%,³ the number of shareholder proposals that went to a vote is only down by approximately 12.4% compared to 2025. That’s largely because over the same period, the number of exclusion requests filed by companies dropped by 48.5% (see also Figure 1 below).

Figure 1. Number of Shareholder Proposals and Exclusion Notices for AGMs

_{Source: Glass Lewis Research with no-action requests compiled from SEC.}⁴ _{Note: Covers shareholder meetings held through June 30. Excludes withdrawn exclusion notices, and 2026 data excludes notices filed prior to November 17, 2025.}

While the overall decline in shareholder proposal volumes continued for the second consecutive year, this likely reflects ongoing trends separate from the no-action regime. Such trends include: a prior change in SEC guidance that allowed for the exclusion of more environmental and social proposals, growing pushback on ESG, and the widespread success of prior shareholder proposals in establishing market norms and addressing investor concerns on many of the topics that have been the subject of recent activism.

How Companies Are Leveraging Proposal Exclusion

Key Takeaway #2: Issuers appear to be targeting individual activist proponents for their proposal exclusions, with institutional investors less likely to get pushback.

The full-season data appear to confirm our mid-season observation that companies are taking a different approach to proposal exclusions in 2026, depending on who filed the proposal. While the mix of proponents among proposals that went to a vote remained largely stable from 2025 to 2026, the pool of proponents whose proposals were targeted for exclusion has changed significantly this season (Figure 2).

Figure 2. Breakdown of Proponents on Exclusion Requests and Shareholder Proposals Going to Vote, 2025 vs. 2026

_{Source: Glass Lewis Research with no-action requests compiled from SEC. Note: Excludes proposals where the proponent is not disclosed.}

This year, companies have targeted individual proponents – and one individual in particular, John Chevedden. The proportion of exclusion notices that relate to proposals submitted by this prolific proponent nearly doubled. While the proportion targeting other individuals dropped from 24% in 2025 to 14% this year, that appears to be driven by the absence of a specific proponent, Chris Mueller, who did not submit any proposals this year after attracting 44 exclusion notices in 2025. Removing proposals submitted by Mr. Mueller from 2025 data, the proportion of exclusion notices targeting other individual proponents was stable from year to year.⁵

Meanwhile, the percentage of exclusion notices targeting asset managers, pensions and mission-driven investors dropped by more than half, suggesting that issuers may be taking a different approach. However, not all organizations received this deference. While our mid-season data indicated a significant decline in the exclusion of proposals from advocacy or religious organizations, particularly among so-called “anti-ESG” proponents, this was not borne out by full season data. The proportion of exclusion notices that targeted proposals submitted by advocacy groups was only down 3% from 2025, and the proportion that applied to anti-ESG proposals ultimately increased, in line with the overall increase in submissions from these proponents (see "Proposals Making it Onto the Ballot" below).

Proposal Topics for Exclusion

The mix of different topical categories covered by shareholder proposals targeted for exclusion largely mirrored that of proposals that went to a vote (Figure 3).

Figure 3. Exclusion Notices and Proposals by Category

_{Source: Glass Lewis Research with no-action requests compiled from SEC.}

That said, certain topics were more likely to receive issuer pushback than others. Within the most popular category, governance, roughly as many proposals on supermajority vote requirements, board declassification and a majority voting standard for director elections attracted exclusion notices as went to vote. By contrast, companies were less likely to attempt to exclude proposals on topics related to multi-class share structures, cumulative voting and shareholders’ right to call a special meeting (Figure 4).

Figure 4. Breakdown of Governance Proposals by Topic

_{Source: Glass Lewis Research.}

Basis for Exclusion

When seeking to exclude a proposal, companies must provide a basis for exclusion, and one of the questions we’ve been exploring is whether the SEC’s new approach would impact how issuers make their case. In particular, we looked at whether companies were seeking to exclude proposals on a procedural or substantive basis; and at the total number of bases cited.

Technical vs. Substantive

There are a range of bases that companies typically cite when seeking to exclude a proposal, which can be categorized as either technical/procedural (for example, that the proponent failed to provide proof of ownership, or that proposals were submitted after the deadline) or substantive (for example, that the proposal request would interfere with the company's ordinary business, or has already been substantially implemented). Whereas technical objections are typically clear cut (the proposal was either submitted on time, or it wasn't), in many cases substantive objections are open to debate.

With the absence of no-action relief opening the door to potential litigation when proposals are excluded, there was speculation that companies might avoid relying on substantive – and thus debatable — reasons. When we looked mid-season, it appeared that, through April 30, companies were slightly less likely to cite substantive bases for exclusion. Ultimately though, over the full proxy season, the proportion of exclusion notices citing solely technical/procedural grounds actually declined significantly (Figure 5).

Figure 5. Basis Cited by Companies for Exclusion of Shareholder Proposals

_{Source: Glass Lewis Research with no-action requests compiled from SEC.}

It’s possible that this decline reflects a shift in the sample, rather than any change in issuer behavior. Roughly 40% of the exclusion notices filed solely on technical/procedural grounds in 2025 came in response to proposals submitted by a single individual, Chris Mueller, who persistently failed to demonstrate his eligibility as a proponent — and did not submit any shareholder proposals in 2026. Removing proposals submitted by Mr. Mueller from the 2025 sample, the percentage of technical/procedural exclusion notices did not change significantly from year to year.

Number of Bases Cited

That said, it appears that the absence of SEC review may understandably have led issuers, and their legal representatives, to be less thorough in building their arguments to exclude proposals. In 2025, exclusion notices cited 1.95 bases (either technical or substantive), on average, whereas in 2026 this declined to 1.54 (Figure 6). Given that there was no need to convince SEC staff in order to obtain no-action relief, it is perhaps unsurprising that exclusion notices were less exhaustive this season.

Figure 6. Number of Bases Cited in Exclusion Notices

_{Source: Glass Lewis Research with no-action requests compiled from SEC.}

Investor Responses to Proposal Exclusions: Litigation and Negotiation

Key Takeaway #3: The absence of SEC involvement in the proposal exclusion process has created a more complex landscape for engagement and negotiation, while leaving boards (and the SEC itself) exposed to litigation.

Several proponents have pushed back on proposal exclusion, using litigation, negotiation, and some novel tactics.

• BJ’s Wholesale Club sought to exclude a proposal from New York State Common Retirement Fund covering deforestation risk.⁶ The proponent filed a lawsuit and ultimately received a preliminary injunction from a federal court in Massachusetts requiring the company to include its deforestation risk proposal on the AGM agenda.
  
  • The proposal was ultimately withdrawn by the proponent and did not go to a vote.⁷

• BJ’s Wholesale Club also sought to exclude a proposal from Trillium Asset Management covering greenhouse gas (GHG) emissions. Trillium responded by announcing its intent to utilize the company’s advance notice bylaws to submit the GHG proposal, as well as other “good governance” proposals, outside of Rule 14a-8. Rather than face a wide-ranging contest, the company agreed to include Trillium’s original GHG emissions proposal in its AGM proxy.⁸
  
  • The proposal was ultimately withdrawn by the proponent, and did not go to a vote.⁹

• AT&T reached a settlement with the proponent, a group of New York City pension funds,¹⁰ allowing a resolution on workforce diversity disclosure to go to a vote after excluding it on the basis that it covered ordinary business.
  
  • The proposal went to a vote, receiving 28.7% support.¹¹

• PepsiCo reached a settlement with PETA after initially excluding a proposal requesting reporting on the treatment of animals in company and partner supply chains on procedural grounds.¹²
  
  • The proposal went to a vote, receiving 9% support.¹³

• The Nathan Cummings Foundation settled its suit against Axon Corporation after a judge ordered the two parties to compromise over a request for political contributions reporting.
  
  • Under the settlement, Axon “agreed to broad and detailed annual disclosure and transparency on its direct political spending.”¹⁴

However, not all legal challenges by proponents have been successful:

• UnitedHealth excluded a proposal calling for reporting on the healthcare impact of the company’s recent acquisitions. The proponent sued, but a judge agreed that the request was too broad and served to micromanage the company. Following the judgment, the proposal has been excluded from the company’s upcoming AGM.¹⁵

• Chubb Limited was sued by As You Sow after it moved to exclude a proposal requesting that the company explore pursuing subrogation claims for climate-related lawsuits. In late March, a judge found that As You Sow had not yet demonstrated that it was entitled to emergency injunctive relief, giving the proponent 120 days to properly serve the company; however, Chubb has now filed its notice of meeting, and the proposal appears to have been excluded.¹⁶

ICCR vs. SEC

Companies are not the only parties that have been subject to litigation. In March 2026, the Interfaith Center for Corporate Responsibility (ICCR) and As You Sow filed a complaint against the SEC itself, arguing that although the revised approach to no-action relief was issued as guidance, it functions as a legislative rule and weakens shareholder rights.¹⁷

The complaint includes three allegations:

• The approach illegally removes the company’s burden of persuasion and limits shareholders’ ability to respond to exclusion notices;
• The SEC did not provide sufficient justification for making the change; and
• The approach was approved without the required notice and comment period (which would apply to a legislative rule, as the plaintiffs view the guidance).

Litigation remains ongoing.

Proposals Still Making It Onto the Ballot

Key Takeaway #4: A major drop-off in compensation proposals, along with continued declines in E&S, contributed to increasing focus on governance topics.

In 2024, 33% of ESG shareholder proposals covered governance topics. That figure rose to 41% in 2025, and to 60% in 2026. Last year, the spike largely reflected a significant decline in the number of proposals covering environmental and social topics. While that E&S decline continued in 2026, growth in the proportion of governance proposals was accelerated by a steep drop in the number of compensation-related proposals (Figure 7).

Figure 7. Breakdown of Shareholder Proposals by Topic

_{Source: Glass Lewis Research.}

The only compensation-related topics that did not generate fewer proposals in 2026 were share retention, incentive metrics and say-on-pay frequency. All other topics saw significant declines (Figure 8), largely reflecting the shifting focus, or non-participation, of a small group of proponents.

Notably, 35 of the 38 severance and clawback proposals that went to a vote last year were submitted by John Chevedden; this year, he submitted only six proposals covering severance (two of which were excluded) and none on clawback. The latter topic may also have become less pertinent after the SEC adopted a rule mandating national securities exchanges and associations to promulgate new listing standards requiring companies to maintain recoupment policies. Further, all 2025 pay ratio proposals were submitted by a single individual proponent who did not submit any proposals in 2026.

Figure 8. Compensation Proposals by Sub-Topic, 2025 and 2026

_{Source: Glass Lewis Research.}

Within the largest category, governance, there was a surge in proposals seeking the separation of chair and CEO roles, and in establishing the right for shareholders to act by written consent (Figure 9). In both cases, this reflects the focus of specific proponents. Of the 71 proposals covering the chair/CEO roles, 60 were submitted by John Chevedden or the National Legal and Policy Center. Of the 39 proposals covering written consent, 36 were submitted by Mr. Chevedden.

Figure 9. Governance Proposals by Sub-Topic, 2025 and 2026

_{Source: Glass Lewis Research.}

Across all E, S and G categories, proposals are increasingly likely to be submitted by anti-ESG proponents (Figure 10). From 2025 to 2026, the proportion of environmental and social proposals submitted by anti-ESG proponents increased from 29.2% to 40% of total.

Figure 10. Proportion of Proposals Submitted by Anti-ESG Proponents, by Category

‍_{Source: Glass Lewis Research.}

Anti-ESG proponents also contributed to the growth of governance proposals this year, submitting 28 of 231 (13.7%), compared to 6 of 181 proposals (3.3%) in 2025. All of these proposals were submitted by the National Legal and Policy Center, with most of their proposals requesting a separation of the chair and CEO roles, and the remainder calling for the implementation of cumulative voting.

What Does This Mean?

Looking only at the proposals that have gone to a vote in 2026, one might be surprised to learn that the proposal exclusion process was radically altered just a few months before proxy season. However, while the absence of no-action relief did not prompt widespread unilateral exclusions, the SEC’s new approach appears to have encouraged a more cautious, selective strategy. The strategy appears to weigh litigation risk, engagement opportunities and investor expectations alongside the benefits of exclusion, with increased targeting of less well-resourced proponents.

• For public companies: The first full proxy season under the revised framework suggests that excluding shareholder proposals without SEC involvement carries greater legal and reputational uncertainty than many anticipated.
• For investors: Shareholder proposals continue to represent a powerful opportunity to weigh in on emerging topics. However, the path they take to the ballot has become less predictable, requiring closer attention, not only to the proposals that appear on proxy cards, but also to those that are resolved — or disappear — through negotiations or litigation.
• For shareholder proponents: The season demonstrated that litigation and strategic engagement can serve as viable alternatives to the traditional no-action process, although both require additional time, resources and legal expertise. Well-resourced organizations appeared relatively successful in keeping proposals on the ballot through negotiation or court action, while individual proponents continued to face greater scrutiny.

Whether this balance persists may depend on the outcome of ongoing litigation, and on any further regulatory action from the SEC. Glass Lewis will continue to monitor this topic and share our findings.