State Street Investment Management (formerly known as State Street Global Advisors), which has over $5.6 trillion in assets under management, has published its 2026 Global Proxy Voting and Engagement Policy. State Street also provided a summary of the material changes to the policy, which notes:
The material voting and engagement policy and guideline changes for 2026, which become effective in April 2026, are summarized below.
Engagements with U.S. Issuers
We have included in our publicly-available policy the guidelines State Street Investment Management’s asset stewardship team follows when engaging with U.S. public companies.
Financial Performance
We have systematically embedded financial performance—based on a relative total shareholder return metric—as a factor considered in certain voting policies.
Streamlined Policy for Consideration of Shareholder Proposals
We have streamlined the discussion of the framework we apply when considering shareholder proposals.
With respect to engagement, the State Street policy includes an appendix that sets forth policy guidelines for engagement with portfolio companies that are U.S. public companies. This appendix notes:
As a matter of policy, State Street Investment Management does not seek to influence or change control of any issuer, including U.S. portfolio companies.
When engaging with U.S. portfolio companies, the Asset Stewardship Team may discuss State Street Investment Management’s viewpoints regarding what constitutes best practices supporting effective board oversight of material risks, disclosure of material risks, and shareholder protection consistent with the Policy, including this Appendix A. However, the Asset Stewardship Team will not discuss how it intends to cast its vote on any ballot item, nor its rationale for any vote it has made. Additionally, the Asset Stewardship Team will not dictate or pressure U.S. portfolio companies to adopt or change any policies (including but not limited to policies related to climate, diversity, equity and inclusion, or sustainability) or fundamental business choices like capital allocation. The Asset Stewardship Team will not engage in discussions with U.S. portfolio companies that explicitly or implicitly suggest contingent voting or divestment if a company does not adopt State Street Investment Management’s viewpoint on a particular item, or that suggest that any particular factor, policy or practice is dispositive in making engagement or voting decisions.
All meeting agendas with U.S. portfolio companies are set by the U.S. portfolio company. If requested by the U.S. portfolio company, State Street Investment Management may engage with the company on topics that the U.S. portfolio company has determined to be material to its business, at all times in accordance with the principles set forth in the Policy. However, the Asset Stewardship Team does not discuss, and will remain in listen-only mode during all discussions of, the following topics with U.S. portfolio companies or other investors soliciting State Street Investment Management’s votes in connection with contested shareholder meetings, vote-no campaigns, or shareholder proposals:
– Contested director elections
– Adoption of a climate transition plan
– Adoption of specific targets for emissions reductions
– Scope 3 emissions, including without limitation adoption of a Scope 3 emissions policy, disclosure of Scope 3 emissions, and any reduction of Scope 3 emissions
– Changes to the U.S. portfolio company’s capital allocation
When engaging with U.S. portfolio companies on issues or matters relating to gender, racial or ethnic diversity, the Asset Stewardship Team may discuss State Street Investment Management’s belief that effective board oversight of a company’s long-term business strategy necessitates a board composition with a range of knowledge, expertise, experience, and perspectives. However, State Street Investment Management does not apply, nor will it discuss, specific targets or thresholds of gender, racial or ethnic diversity in connection with U.S. portfolio companies
Consistent with the changes made by Vanguard and BlackRock this years, State Street’s policy reflects a specific focus on financial performance when evaluating the governance matters addressed in the policy. For example, the policy notes:
– “When evaluating board composition, we assess a company’s financial performance relative to its GICS sector (based on a total shareholder return metric) and relevant disclosure.”
– “When evaluating a board’s oversight of risks and opportunities, we assess the following factors, based on various criteria including a company’s financial performance relative to its sector (based on a total shareholder return metric), relevant disclosures by, and engagements with, portfolio companies.”
– With respect to compensation and remuneration, State Street considers “The company’s financial performance relative to its GICS sector, based on a total shareholder return metric.”
On the topic of shareholder proposals, the State Street policy now states:
We believe that company boards do right by investors and are responsible for overseeing strategy and company management. To that end, we do not support shareholder proposals that are on a topic that the company has not determined to be material to its business or that appear to impose changes to business strategy or operations, such as increasing or decreasing investment in certain products or businesses or phasing out a product or business line.
When assessing shareholder proposals, we fundamentally consider whether the adoption of the resolution would promote long-term shareholder value in the context of our core governance principles:
1. Effective board oversight
2. Quality disclosure
3. Shareholder protection
Previously, the State Street policy had gone on to indicate that State Street would consider supporting a shareholder proposal if: (i) the request is focused on enhanced disclosure of the company’s governance and/or risk oversight; (ii) the adoption of the request would protect our clients’ interests as minority shareholders; or (iv) the request satisfied specific criteria that State Street had established for common shareholder proposal topics. The updated policy no longer includes appendices that set forth the criteria used to assess the effectiveness of a company’s disclosure on commonly requested shareholder proposal topics or the criteria for providing support for certain common shareholder proposal topics.
With State Street’s policy, we now have a complete picture of the proxy voting policy changes for the Big Three this year.
– Dave Lynn
One of the risks that we discussed with clients when the SEC Staff shifted to the sidelines for this year’s shareholder proposal season was the prospect that shareholders would utilize the “floor proposal” provisions in Rule 14a-4 to run a “zero slate” contest in the event that a company excluded the shareholder proposal that the proponent had submitted pursuant to Rule 14a-8. As Meredith recently noted over on The Proxy Season blog, we recently saw this risk emerge for one company:
Late last month, Trillium Asset Management advertised its “innovative path to a successful negotiation” with a retailer regarding the inclusion of its climate change-related shareholder proposal in the company’s proxy statement. Here’s more from its announcement:
“Trillium outlined a clear path forward under SEC proxy solicitation rules and BJ’s bylaws: if the company continued towards omission, Trillium would submit shareholder proposals under the pathway provided for in the company’s bylaws and solicit proxies in support of those items. Those proposals would have included a GHG emissions proposal and, importantly, additional good corporate governance shareholder proposals. Trillium’s objective throughout was straightforward – ensuring shareholders had the opportunity to consider, at least, Trillium’s GHG emissions proposal on the company’s proxy.”
“Following further engagement, Trillium and BJ’s reached an agreement: BJ’s will include the Trillium shareholder proposal in its 2026 proxy materials, and the engagement would proceed in the well-established Rule 14a-8 process.”
In the announcement, Trillium reminds proponents that they have options outside of litigating:
“Demonstrating meaningful options without resorting to court: Investors are not confined to a binary choice between acquiescing to omission and filing suit. Without shifting the dispute to the judiciary, shareholders retain credible, well established procedural tools, including independent solicitations, that can change the equation.”
We may be seeing more of these. The announcement also says, “We are proud to join other committed shareholders in the exploration of multiple paths to protect our rights as shareholders.”
We addressed this risk earlier this year in the January-February 2026 issue of The Corporate Counsel, which describes the situation as follows:
Further, some shareholder proponents have raised the possibility of bypassing the Rule 14a-8 process entirely and submitting a “floor proposal” to be raised at the annual meeting, with the prospect that the proponent would solicit its own proxies for that proposal. As we noted in the January–February 2025 issue of The Corporate Counsel at page 10, companies should be on the lookout for shareholder proposals that are not submitted in accordance with the Rule 14a-8 process, particularly given a new activist technique that utilizes the floor proposal approach. In 2024, we saw activists effectively use the floor proposal approach in what has been dubbed a “zero slate” contest, forcing a company in one instance to include the proponent’s five proposals in its own proxy statement when the proponent solicited proxies that included the company’s proposals as well as the proponent’s proposals.
If you would like to review a more detailed description of the mechanics of a “zero slate” contest, check out the article that I wrote titled “Beware of the ‘Other’ Shareholder Proposal Rule This Proxy Season: Considering Rule 14a-4” in the January–February 2025 issue of The Corporate Counsel.
– Dave Lynn
The latest issue of The Corporate Counsel newsletter has been sent to the printer. It is also available now online to members of TheCorporateCounsel.net who subscribe to the electronic format. The issue includes an article titled “Management Succession Is Inevitable: Failing to Plan Is Planning to Fail.”
Email info@ccrcorp.com or call 1.800.737.1271 to subscribe to this essential resource!
– Dave Lynn
Yesterday, the SEC announced the appointment of a new Director of the Division of Enforcement, following the abrupt departure of Meg Ryan last month. The new Director will be David Woodcock, who is currently a partner in the Dallas and Washington, D.C. offices of Gibson, Dunn & Crutcher LLP, where he serves as chair of the firm’s Securities Enforcement Practice Group. The announcement notes:
Mr. Woodcock is a widely recognized securities and governance attorney who returns to the Commission after serving as Director of the Fort Worth Regional Office from 2011 to 2015. During his prior SEC tenure, Mr. Woodcock led Enforcement and Examinations Division lawyers, accountants, and examiners, oversaw investigations in nearly every major area of the SEC’s enforcement program, served as a member of the Enforcement Advisory Committee, and created and served as Chair of the SEC’s cross-office and cross-division Financial Reporting and Audit Task Force, which was designed to enhance the SEC’s detection and prosecution of violations involving accounting and false financial statements.
Most recently, Mr. Woodcock’s practice at Gibson, Dunn & Crutcher focused on regulatory enforcement, internal investigations, and corporate governance. Previously, he served as a senior in-house corporate attorney at Exxon Mobil Corporation. Mr. Woodcock is also an Adjunct Professor of Law at Texas A&M University School of Law, where he has taught for more than a decade on securities, ethics, and compliance.
The SEC’s announcement indicates that Sam Waldon will continue to serve as Acting Director of the Division of Enforcement until David Woodcock starts on May 4.
– Dave Lynn
Last month, the U.S. Government Accountability Office (GAO) released a report to the Senate Committee on Banking, Housing, and Urban Affairs and the House Committee on Financial Services titled “Recent Workforce Reductions and Other Personnel Management Changes.” This report was prepared pursuant to a directive in the Dodd-Frank Act which requires the GAO to report triennially on the quality of SEC’s personnel management. The overview of the report notes the following:
Since January 2025, the Securities and Exchange Commission (SEC) has implemented significant personnel management changes in response to executive orders and other direction from the administration. Key changes include offering voluntary departure incentives, requiring employees to work in the office full time, and removing references to diversity, equity, and inclusion from SEC policies and procedures. About 18 percent of employees left SEC during the fiscal year ending September 30, 2025. Most employees who departed took a voluntary departure incentive, and according to SEC, it did not conduct any involuntary terminations in response to executive actions in 2025. SEC also paused its leadership development program in 2025, in part due to uncertainty about the availability and timing of future advancement opportunities.
The report indicates that the SEC has taken some steps to manage the issues that it is facing from the Staff reductions and other changes. The report notes:
SEC has undertaken workforce planning efforts to manage its actions to reduce its workforce. In spring 2025, SEC conducted analysis and began holding human capital review meetings to understand the characteristics of departing staff and to identify skill and resource gaps.
– Analysis of departing staff. Following staff departures due to voluntary buyouts and deferred resignations in April 2025, SEC analyzed the characteristics of staff who left the agency. This analysis found, among other things, that employees with longer tenure were more likely to have taken the voluntary buyouts. Specifically, employees with 20 or more years tenure disproportionately made up the people who voluntarily departed. Officials said this outcome was expected because these employees were more likely to be eligible for early retirement.
– Human capital review meetings. In April 2025, officials from Human Resources and the Office of the Chief Operating Officer began holding modified versions of SEC’s annual human capital reviews with each division and major office on a regular basis. The purpose of these meetings was to gather information about workforce changes and help division heads determine how to reorganize to address these changes. Divisions identified some areas of lost expertise—for example, Investment Management identified lost expertise on rulemaking and on the Investment Company Act of 1940. Officials also assessed whether new priorities from the Chairman could reveal additional workforce gaps. For example, prioritizing cryptocurrency rulemaking might require SEC to address a gap because few employees have both rulemaking and cryptocurrency expertise.
In June 2025, following staff departures and disproportionate losses in specific areas of the workforce, SEC made changes to senior officer ratios and reviewed other supervisory ratios. Specifically, SEC increased the target ratio of employees and supervisory employees to senior officers. They also reviewed divisions’ and offices’ compliance to ensure that supervisory staffing met established targets, according to officials.
In July 2025, the Office of Human Resources began working with each division and
office to create and implement a plan to meet those ratios. Strategies to improve supervisory ratios included using incentives to encourage some supervisors to step down from management positions, combining groups that perform the same function, and shifting employees to new groups with similar job duties. In September 2025, SEC again offered voluntary early retirement and voluntary separation incentive payments to most supervisory-graded employees and allowed certain supervisors to accept a downgrade in their duties to help achieve the planned ratios. According to SEC, 42 people departed the agency in fiscal year 2026 as a result of these efforts.
In December 2025, SEC officials submitted an annual staffing plan in response to the November 2025 OPM and OMB memorandum on ensuring accountability in federal hiring. The memorandum provides guidance on the implementation of Executive Order 14356, which requires agencies to prepare an annual staffing plan in coordination with OPM and OMB and comply with the plan throughout the fiscal year. SEC’s fiscal year 2026 staffing plan identified positions for potential hiring for each division and office. It also identified other personnel actions SEC planned to take based on its workforce planning analysis of skills gaps and needs. For example, the plan included steps to consolidate business groups or work functions to address staffing levels after the voluntary departures and to increase internal and public-facing efficiencies, such as consolidating investor assistance functions nationwide under one office.
– Dave Lynn
If you did not get your act together in time to take advantage of the Super Early Bird rate for our 2026 Proxy Disclosure & 23rd Annual Executive Compensation Conferences, now is the time to sign up and get the benefit of our Early Bird rate, which is available through July 24.
The Conferences will take place in Orlando, Florida on October 12-13. Our speakers and agenda will be posted soon, so please stay tuned. With all that is going on at the SEC this year, you will not want to miss the 2026 Proxy Disclosure & 23rd Annual Executive Compensation Conferences!
– Dave Lynn
Better late than never, they always say. Yesterday, the SEC announced its Enforcement results for Fiscal Year 2025, which ended back on September 30, 2025. In the past, the SEC has reliably published is Enforcement results sometime in November following the end of the fiscal year, but for some reason we did not hear about the results until now, a little over six months after the end of fiscal 2025.
The announcement commences with, not too surprisingly these days, an indictment of past practices:
Central to an effective enforcement program is determining which cases to bring and responsibly stewarding Commission resources. Regrettably, such resources have been misapplied in prior years to pursue media headlines and run up numbers, and in turn, led to misguided expectations on what constitutes effective enforcement.
Call me old-fashioned, but isn’t it weird to read so many press releases from the SEC that are so critical of itself? In any event, here is what the announcement has to say about fiscal 2025 results:
During fiscal year 2025, the Commission filed 456 enforcement actions, including 303 standalone actions and 69 “follow-on” administrative proceedings seeking to bar or suspend individuals from certain functions in the securities markets based on criminal convictions, civil injunctions, or other orders, and obtaining orders for monetary relief totaling $17.9 billion. These enforcement actions addressing a broad range of misconduct demonstrate the Commission’s prioritization of cases that directly harm investors and the integrity of the U.S. securities markets, including offering frauds, market manipulation, insider trading, issuer disclosure violations, and breaches of fiduciary duty by investment advisers.
The results do not include the 1,095 matters in which potentially violative conduct was investigated and which were closed, the several matters where market participants remediated their practices, or cases that were otherwise not pursued.
FY 2025 was a unique period of transition for the enforcement division never experienced before in modern SEC history. It was characterized by an unprecedented rush to bring a significant number of cases in advance of the presidential inauguration and the aggressive pursuit of novel legal theories under the prior Commission.
This period brought about the current Commission’s resolution of prior cases that were not sufficiently grounded in the federal securities laws. The current Commission deliberately refocused the enforcement program on matters of fraud—cases that inherently require more time and resources to develop and bring, often requiring up to two or more years to manifest results.
Some of the key themes highlighted in the announcement include:
– Protecting retail investors
– Holding individual wrongdoers accountable
– Combatting securities fraud wherever it occurs
– Safeguarding markets from abusive trading
– Deploying resources judiciously as to emerging technologies
The announcement also includes an addendum that provides more detailed statistics highlighting the Division of Enforcement’s fiscal 2025 Enforcement activities.
– Dave Lynn
Yesterday, SEC Chairman Paul Atkins joined Texas Governor Greg Abbott, Florida Governor Ron DeSantis, Citadel Securities President Jim Esposito, Texas Stock Exchange Founder & CEO Jim Lee, and other business leaders and public officials at an event in Miami, Florida called “Welcome to the Boom Belt.” The “Boom Belt” for this purpose is a the fast-growing region of the southeast United States that stretches from Florida to Texas.
In his remarks at the event, Chairman Atkins reiterated the three pillars of his “MIGA” movement, noting:
It is little surprise, then, that shortly after I left the SEC back in the mid-1990s as chief of staff, there were more than 7,800 companies listed on the U.S. exchanges—and by the time that I returned last year as Chairman, that figure had fallen by roughly 40 percent.
This trajectory tells a cautionary tale that we are working to rectify through the three pillars of my plan to make IPOs great again.
First, we are modernizing, rationalizing, and streamlining disclosure reports so that they are meaningful, understandable, and not a repellant to investors. Too many SEC requirements that began as a framework to inform have become instruments to obscure — drifting along the way from what a reasonable investor would consider important to what a regulator might find interesting. That is completely opposite of what should be the case since we are commanded by law to put the investor first.
Our disclosure regime is most effective when the SEC provides the minimum effective dose of regulation necessary to elicit the information that is material to investors, and we allow market forces—not the regulator—to drive the disclosure of any additional aspects that may be beneficial. Materiality, in short, must reclaim its place as the SEC’s north star.
Second, as part of the three pillars of making IPOs great again, we are focused on ensuring that States, and not the SEC, regulate matters of corporate governance. Over time, the agency has used its disclosure authority to attempt to indirectly establish governance standards that state corporate law should and can address. We must stay in our lane as a disclosure agency and not be a merit regulator.
Third [pillar], and finally, we are allowing public companies to have litigation alternatives while maintaining an avenue for shareholders to continue to bring forth meritorious claims. At the SEC, we have been hard at work on executing this plan so that we can shield the innovator from the frivolous—and protect the investor from the fraudulent.
Taken together, these reforms represent something larger than a regulatory agenda — indeed, they herald the SEC’s return to first principles that have made this region’s ascent so remarkable. In many ways, the Boom Belt embodies the best of what we are working toward in Washington. And guided by your example, we are reminded that the most consequential reforms are not those that add to the compliance burden, but those that have the courage to lift it.
– Dave Lynn
One area that the SEC could potentially address as part of its MIGA movement is the patchwork of rules and statutory provisions that govern pre-offering communications. Despite my best efforts as a regulator over the years to defend the ramparts of Section 5 against illegal communications in securities offerings (I was reviewing Webvan’s IPO when it was delayed for a gun-jumping violation, and later, as Chief Counsel, I dealt with the publication of a Playboy interview with the founders of Google while the company was in registration for its IPO), the “offer” side of the equation has largely been substantially deregulated, as former Corp Fin Director Linda Quinn once envisioned in her 1996 remarks “Reforming the Securities Act of 1933: A Conceptual Framework.” Such deregulatory efforts were jumpstarted by the JOBS Act and have been furthered by the Commission, as it has adopted rules such as Rule 163B, Rule 147 and permissive pre-offering communications regulations as part of Regulation A and Regulation Crowdfunding.
As Anna Pinedo recently noted in Mayer Brown’s “Free Writings & Perspectives” blog, a rulemaking petition has been submitted to the SEC by the CEO & Founder of Radivision, Inc., calling on the SEC to amend its communications rules to facilitate more participation in offerings by retail investors. The blog notes:
A rulemaking petition filed recently highlights the need to address the communications safe harbors. The Securities and Exchange Commission has not reviewed the rules and regulations relating to social media under the securities laws since 2000. The last comprehensive review of the rules relating to offering related communications and safe harbors was Securities Offering Reform, which now was over 20 years ago. Since then, there have been modest changes to the communications rules, principally in connection with exempt offerings and the JOBS Act. The petition notes that, in some respects, the communications rules are more liberal in the case of offerings made pursuant to Regulation Crowdfunding (CF) and Regulation A offerings than in connection with testing-the-waters communications in the context of SEC registered offerings.
The petition requests that the SEC take action to amend Rule 163B to expand the class of permitted test-the-waters investors, which now includes only qualified institutional buyers and institutional accredited investors, so that, at a minimum, accredited investors might be included. The petition suggests that if the categories of persons were to be expanded, then, written test-the-waters materials should include a brief legend noting that no offer to sell is being made and no allocation commitment exists. In addition, the petition requests that Rule 169, the safe harbor relating to regularly released factual business information, be amended to (1) broaden its application to communications during registered offerings, (2) clarify that the safe harbor applies to digital and social media communications, and (3) harmonize the safe harbor with the communications standards applicable under Regulation A and Regulation CF that allow issuers to communicate freely with prospective retail investors while undertaking registered offerings. Finally, the petition requests that the SEC issue interpretive guidance confirming that the SEC’s policy judgments permitting retail solicitation in Regulation CF, Regulation A, and Rule 506(c) offerings apply to IPOs.
We shall see if lawmakers or the SEC will consider any of these suggestions in future legislative or regulatory action.
– Dave Lynn
Last month, I highlighted the SEC’s announcement of a Roundtable on Options Market Structure coming up on April 16, and now the SEC has announced the agenda and panelists for that event. Following opening remarks by Commissioner Peirce, Commissioner Uyeda and Jamie Selway, Director of the Division of Trading and Markets and a presentation of data from the Office of Analytics and Research in the Division of Trading and Markets, the first panel “will focus on how the current options market structure facilitates or hinders the ability of liquidity providers to compete fairly and freely in furtherance of a robust national market system for standardized listed options.” The second panel will focus on the customer (i.e., non broker-dealer) experience with listed options, and then the third panel “will focus on the growth of listed options, the associated challenges and opportunities that growth presents, and the issues that the Commission and market participants should consider in the years ahead.”
The Roundtable will take place from 9:00 a.m. to 3:15 p.m. Eastern time at the SEC’s headquarters and registration for in-person attendees is required. The public can also watch the webcast on the SEC’s website. The SEC is currently accepting comments on this topic at the Roundtable on Options Market Structure event page.
– Dave Lynn
