From deregulation to engagement: Corporate governance in 2026

The 2026 proxy season is setting up to be one of the most important and memorable in years amid the ongoing push to remake corporate governance rules and following the 2025 launch of a historic new approach toward retail investor engagement.

To get a sense of what these changes could mean for companies in both the upcoming proxy season and in years to come, I spoke with a broad group of governance experts, including chief legal officers for publicly traded companies, corporate regulatory affairs officers, independent policy advisors, and people like myself, who help public companies communicate with shareholders and run the proxy voting process.

My conversation with these authorities confirmed my initial take that these two developments—the roll out of the current U.S. presidential administration’s ambitious regulatory agenda and last year’s debut of Exxon’s retail engagement program—are raising important new questions for companies and boards of directors about how they will manage the core governance and proxy procedures in 2026 and beyond.

This policy approach has been playing out at the U.S. Securities and Exchange Commission, which announced in November 2025 that it would stop responding to most “no-action letter” requests related to shareholder proposals under Rule 14a-8. Until now, companies that wanted to exclude a shareholder proposal from their proxy statement would submit a no-action request to the SEC with their reasoning. The SEC would review that request and, if it found the request valid, would issue a no-action letter that served as a green light by informing the company that the SEC would not recommend any enforcement action if the company excluded the proposal.

After the November announcement, companies no longer need SEC approval to exclude most proposals. Instead, they must only notify the SEC and the shareholder of their reasoning. That change will make it easier for companies to exclude shareholder proposals, including proposals related to ESG and those backed by proxy advisors.

The SEC announcement on Rule 14a-8 enforcement was quickly followed by a December 2025 executive order titled, “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.” The order, which the administration says is intended to reduce the political influence in proxy-voting advice, could have major ramifications for proxy advisors, whose role in the proxy process is already being altered by the rapid growth in pass-through voting programs from the likes of BlackRock, Vanguard and State Street Global Advisors. Those programs, which allow index fund investors to direct how the shares associated with their investments are voted, grew rapidly in scale last year, helping to shift influence from institutional investors and proxy advisors toward individual and retail investors.

Although experts do not expect the executive order on proxy advisors to be followed by legislation, they do anticipate additional action from the SEC, which has Shareholder Proposal Modernization on its agenda. That initiative could include higher ownership thresholds for submitting proposals, tighter eligibility and resubmission standards, and narrower definition of the types of proposals that would qualify for mandatory inclusion in company proxy statements.

The SEC is considering another potential change that could have significant implications for companies and markets: a possible rule revision that would allow publicly traded companies to report results only two times per year, as opposed to the existing quarterly schedule.

A new approach to retail engagement

The second issue sparking extensive discussion among corporate management teams and boards this year is the October 2025 debut of Exxon’s new retail engagement program.

I manage the Broadridge team that works closely with Exxon to run the program, which enables retail shareholders to provide standing instructions to allow their shares to be voted in line with the company’s board of directors’ recommendations on a recurring basis.

Here’s how it works: Companies invite retail shareholders to participate. Shareholders who opt in will have their shares voted automatically each year. These shareholders have some flexibility in how they apply their standing voting instructions. They can apply the instructions to all matters presented for a shareholder vote, or they can choose to vote on all matters except contested director elections and various transactions such as mergers and acquisitions.

Once enrolled, shareholders receive timely reminders confirming their participation in the program and explaining how to opt out. Importantly, shareholders continue to receive full proxy materials for every meeting, and they can use those proxy materials to override the standing voting instructions at any time.

Although participation data remains confidential to Exxon, I can share that the company was highly pleased with the results. That success is serving as an example to other companies considering new ways of engaging with their retail shareholder base.

Following the Exxon debut, Broadridge is already scaling the program with additional clients across financial services, insurance, technology and communications industries. Broadridge received about 160 additional inbound inquiries from companies interested in learning more about the program. That interest includes companies with both high and low retail ownership, ranging from roughly 13% to as much as 45%. In addition, Broadridge has been contacted by more than 10 major law firms who want to learn how the program works and understand how they might be able to advise their clients about the applicability of the program.

Any company thinking about adopting the program for 2027 should act quickly, since implementation requires significant amounts of planning, legal and regulatory review, and close coordination among the investor relations team, the corporate secretary, the general counsel, other senior management and other stakeholders. Some companies will also want to involve their boards to consider governance implications. Given the timelines, the best time for companies to get started will be right after their annual meetings this year.

The key to navigating change: Intense shareholder engagement

There was strong consensus among the experts I spoke to that companies should not rush to revamp disclosure or broader corporate governance practices in response to the slew of guidance and rule changes coming out of Washington D.C.

The rapid pace of the administration’s regulatory initiatives could prompt questions about the longer-term durability of any changes. When an administration implements policy changes without going through the full rulemaking process and with executive orders, those policy changes are more exposed to the courts and at risk of being undone by the next administration.

Given the uncertainty, the smart course for companies and boards of directors is to refrain from any dramatic revisions to corporate governance practices and instead go back to basics. They should look for ways to step up engagement with shareholders.

Many public companies already disclose more information than is required by regulation. They do so because that’s what their investors expect. Although the SEC’s deregulatory agenda could reduce reporting obligations for companies, it will still be the case that some companies will provide more disclosures than legally required simply to continue addressing investor demands. For example, even if the SEC rules that companies must report only semi-annually, some companies will continue reporting quarterly if that’s what their investors want.

Expectations won’t be the same for all companies. As a result, the best thing companies can do in this period of regulatory uncertainty is to expand investor engagement practices to understand what their shareholders expect and to explain their disclosure policies and decisions to investors.

Companies should be working to enhance year-round corporate governance engagement programs and create additional touch points throughout the year with investors. Board members should participate in some of these calls. These conversations with investors will help the company craft its proxy disclosures, clarify its messaging, and head off any disclosure-related concerns. Companies can also use the information received during these conversations to guide potential changes to practices going forward.

Most importantly, these interactions build stronger relationships with shareholders. In the event a company receives a negative vote recommendation, it's good to have those established relationships in place.

Companies should also ensure they are hearing from all voices by taking a close look at how they engage with retail investors specifically. Retail investors own about 30% of U.S. public company shares. Although they typically vote only about 28% of what they own, retail investors still have the potential to meaningfully influence director elections, say-on-pay votes, and shareholder proposals. As a result, companies and regulators should be closely examining innovative initiatives like the Exxon retail engagement program.

In today’s fast-changing environment, doubling down on engagement with shareholders—including both retail and institutional—will reveal what investors really want and help build relationships strong enough to outlast any regulatory upheaval.