Winning shareholder support through year-round activism preparedness
September 2026 | SPOTLIGHT | BOARDROOM INTELLIGENCE
Financier Worldwide Magazine
September 2026 Issue
The idea that shareholder engagement should extend beyond the annual meeting window is not new. For decades, leading companies have understood that meaningful investor relationships require more than a compressed spring sprint.
What is new is the speed, sophistication and stakes of that engagement. Activists are better resourced, better organised and better informed than ever before. Index giants have built institutional stewardship operations that dwarf most investor relations (IR) departments. Artificial intelligence (AI) is arming both sides of the table with capabilities that barely existed three years ago.
The question for corporate leadership is no longer whether to engage year-round, it is whether their engagement infrastructure is truly built for what modern activism demands.
The changing shape of proxy season
The traditional proxy season has not disappeared, but it has been hollowed out as a primary battleground. Shareholder proposals are falling sharply, and the percentage reaching an actual vote continues to decline.
In 2025, ExxonMobil received zero shareholder submissions for the first time in 25 years. Apple and John Deere recorded similar drops. On the surface, this might suggest shareholder pressure is easing. The reality is precisely the opposite.
What these numbers reflect is a migration of shareholder influence away from the annual meeting and into the 11 months surrounding it. Institutional investors increasingly prefer to address sensitive or complex governance matters outside the compressed proxy window, through direct bilateral engagement, quiet pressure campaigns and behind the scenes negotiations that never produce a public vote but can result in board changes, strategic pivots or chief executive departures.
The proxy season vote has become, in many cases, the last resort reserved for companies that failed to engage meaningfully before the window opened.
Why the pressure is intensifying
Understanding why year-round engagement has become an activism-preparedness imperative requires looking at both the structural forces pushing companies toward continuous dialogue and the strategic incentives pulling them there.
On the push side, the dominance of institutional capital has made the old model untenable. Asset managers alone now hold approximately 65 percent of listed US equities. These are not passive observers. They employ dedicated stewardship teams, publish detailed voting policies and conduct year-round monitoring of their portfolio companies.
BlackRock Investment Stewardship alone conducted over 2500 engagements with boards and management teams through the 2024-25 proxy year. For companies that assume index investors will simply vote with management because they cannot sell, the recent record tells a different story and activists know it. Convincing a major index fund that incumbent management is underperforming its mandate has become a core tactic of modern campaigns. Regulatory evolution has compounded the pressure. Dodd-Frank’s say on pay provisions established the precedent that shareholders now have a legitimate, institutionalised voice in compensation decisions.
More recently, as the Securities and Exchange Commission (SEC) has moved away from issuing no-action letters on shareholder proposals, the dynamic has shifted toward direct negotiation before the proxy season begins. Companies that are not at the table year-round risk finding themselves at a disadvantage when activists are already deep into conversations with their largest holders.
Activism itself has grown in scale and ambition. There were 297 shareholder activism campaigns globally and 173 in North America in 2025 alone. Modern campaigns rarely arrive as a surprise – they are the product of months of research, holder canvassing and narrative-building.
Companies that use data driven real time stock surveillance tools, detect activist accumulation early and engage proactively, consistently achieve better outcomes than those that mobilise only once a Schedule 13D filing or a public letter forces their hand. Year-round engagement is not just relationship management, it is threat intelligence.
On the pull side, executives themselves have become more comfortable as public advocates for their companies’ strategies. The model of the reticent executive managing a firewall between the boardroom and the investor base is giving way to leaders who understand that authentic, consistent investor engagement builds a credibility reserve that pays dividends precisely when an activist attack arrives. With 58 percent of chief executives now viewing external engagement as a core function of their role, this shift is structural, not anecdotal.
Data-driven surveillance platforms can surface ownership changes before they appear in public filings. Secure messaging and digital engagement portals have made bilateral outreach scalable in ways it was not a decade ago.
The AI factor: accelerant and equaliser
No technology is transforming shareholder engagement faster or more consequentially than AI. Among institutional investors, 53 percent say AI is actively influencing their decision making.
The implication is stark: companies that are not deploying AI in their engagement operations are operating at an informational disadvantage relative to both sophisticated activists and the institutional holders those activists are attempting to mobilise.
Applications are numerous and compounding. On the intelligence side, AI enables real time sentiment analysis across investor communications and digital channels, identifying emerging concerns well before they crystallise into proposals or campaign announcements.
On the communication side, activists are using the same tools to analyse proxy disclosures at scale, assess pay for performance alignment and evaluate board responsiveness. The companies best positioned to defend themselves are those that treat AI not as a future consideration but as a current operational requirement, embedding it into their year-round engagement infrastructure now.
Opportunity in constant engagement
For companies that have built genuine year-round engagement capability, the strategic advantages extend well beyond defence.
Proactive engagement closes the information gaps that produce analyst surprises and valuation volatility. It creates the conditions under which complex strategic initiatives such as M&A, capital allocation shifts and portfolio restructuring can be framed and socialised before they require shareholder approval.
Companies like PepsiCo and Bank of America have placed continuous engagement at the centre of their corporate strategies precisely because they have experienced its value not just as risk mitigation, but as a driver of institutional loyalty and strategic execution.
“Measuring the right outcomes matters as much as executing the right activities. The temptation to track meeting volume or email open rates as proxies for engagement quality is understandable but misleading.”
Nestlé’s years-long engagement with ShareAction produced improved nutritional reporting and positioned the company ahead of a regulatory and consumer trend toward health transparency. These are not proxy season outcomes. They are the results of engagement strategies built to operate across the full calendar.
The potential further erosion of quarterly reporting requirements and the SEC’s signalled movement toward biannual earnings disclosure would make thematic, year-round communication even more important. Companies that have built the infrastructure for continuous dialogue will be far better positioned to manage the information environment in a world where structured reporting windows grow less frequent.
Building an activism-ready engagement operation
Translating the year-round engagement mandate into operational reality is where many companies still struggle. Expanding from a one-month sprint to a 12-month programme is not simply a matter of scheduling more meetings. It requires a rebuilt engagement architecture.
The foundation is shareholder intelligence – continuous, not periodic. Companies need real-time visibility into ownership changes, activist accumulation signals and shifts in institutional sentiment. Stock surveillance tools capable of surfacing this intelligence before it becomes public are no longer a competitive advantage, they are a baseline requirement for activism preparedness. Without this foundation, all other engagement activity is reactive by definition.
On the engagement itself, companies use their proxy solicitor and IR firm to build a structured annual calendar that maps every material communication event – earnings, investor days, environmental, social and governance updates, governance disclosures and strategic milestones – assigning intentional engagement objectives to each. Flexibility is essential, as activist developments or market events will require rapid pivots, but the underlying structure ensures that no six-week stretch passes without meaningful touchpoints across key holder segments.
Engagement must also be calibrated to audience. Institutional investors with active governance mandates require substantive bilateral dialogue on strategy, capital allocation and board composition, not press releases. Retail holders, an increasingly important constituency as platforms democratise market participation and the global retail market projects toward $107 trillion by 2030, require mobile-friendly communication that makes complex corporate narrative legible. Activists, whether engaged or latent, require a company that has already told its story convincingly to the holders an activist would need to persuade.
Measuring the right outcomes matters as much as executing the right activities. The temptation to track meeting volume or email open rates as proxies for engagement quality is understandable but misleading. The metrics that matter are whether voting outcomes are improving, whether activist campaigns are being deterred or neutralised earlier, and whether institutional holders are demonstrating increased confidence through their voting and continued ownership. Year-round engagement that cannot demonstrate these outcomes is, at best, expensive relationship maintenance.
Looking ahead: engagement as competitive advantage
The evolution of year-round engagement is not approaching a steady state. Several developments will continue reshaping the landscape and the demands it places on companies.
The rise of micro-engagements such as informal surveys, fireside chats and targeted digital outreach are making shareholder communication both more frequent and more granular. Companies like Microsoft are integrating investor sentiment feedback into ongoing IR processes rather than waiting for formal meeting cycles. This approach generates earlier warning signals and builds the kind of holder familiarity that makes activist narratives harder to land.
Retail investor influence will continue growing. Platforms like Robinhood have already demonstrated that retail holders can be mobilised both for and against management. As younger, digitally native investors increase their market participation, companies that have built infrastructure for accessible, ongoing retail communication will hold a meaningful advantage over those still relying on the annual report as their primary retail touchpoint.
And technology will continue to advance the possible. Digital proxy voting platforms, AI-powered surveillance tools and real-time disclosure analytics will further compress the window between an activist’s first move and a company’s ability to detect and respond to it. Companies that are continuously building and refining these capabilities will not merely be better prepared for activism, they will be operating in a fundamentally different competitive posture than those still treating engagement as a seasonal exercise.
The proxy season will remain a critical inflection point. But for companies serious about protecting their ability to execute strategy on their own terms, winning the annual meeting begins with the work done in the 11 months before it.
Tyler Herka is a senior vice president at Alliance Advisors. He can be contacted on +1 (973) 234 9465 or by email: therka@allianceadvisors.com.
Mr Herka is a senior vice president in the corporate governance group where he works with corporate issuers to achieve successful results on complex shareholder matters. He focuses on providing timely, data-driven and insightful advice on complicated governance and compensation-related issues. Ranging from micro-to-mega-cap clients, Mr Herka is well versed in proxy solicitation strategies regardless of the shareholder base – whether that be individual retail investors or institutional investors – to provide issuers with effective guidance and a plan to achieve a successful vote outcome. Mr Herka graduated from Montclair State University with finance and management of information systems and technology degrees.
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