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As we noted in early-summer blogs about this year’s reincorporation votes – in particular, to Texas, whether from Delaware or elsewhere – investors seem to be taking a case-by-case approach. Now, institutional investor voting disclosures are beginning to give more color on large asset managers’ voting decisions. This WSJ op-ed from a Research Director at UT-Austin shares:

On Aug. 28, BlackRock’s voting disclosures showed it backed almost every public company seeking to reincorporate in Texas. From April 1 to June 30, the peak season for shareholder votes, 12 publicly traded companies voted on plans to reincorporate in Texas, according to Southern Methodist University’s Shane Goodwin, whose tracker follows these moves. BlackRock supported all but one.

The op-ed says that BlackRock even backed proposals that the broader shareholder base rejected – which may be surprising, especially if you are comparing the activity to 2020 proclamations from Larry Fink, as the op-ed does. But even in 2024 and 2025, institutional investors weren’t providing across-the-board support for companies that proposed reincorporating, according to this Cooley memo. That said, the prior voting data was more keyed to Nevada being on the ballot.

In the year 2026, Texas has made strides. Let’s not forget that BlackRock holds a stake in the Texas Stock Exchange and, as Axios put it last year, the asset manager has been having a “Texas Revival.”

According to this Bloomberg Law article, the recent N-PX filings confirm that other asset managers have also supported reincorporation proposals:

Investment stewardship teams at BlackRock Inc. and State Street Corp., as well as one of the largest passive funds at Vanguard Group Inc., voted in favor of [a large energy company] and [a large technology company] reincorporating to Texas.

The voting records illuminate some of the largest institutional investors’ attitudes toward the increasing number of company bids to leave their longtime legal domiciles — typically Delaware — for the Lone Star State. Texas has ramped up efforts to bring companies under its legal jurisdiction but caught flak from shareholder proponents for the restrictions it allows companies to set on certain lawsuits and investor proposals.

The asset managers’ votes broke with recommendations from the world’s largest proxy advisory, Institutional Shareholder Services Inc.

All that said, these reports are still relatively early. There will surely be more parsing of the numbers to come – as well as views on whether any data is pronounced enough to be a “trend” and what this all could mean for other companies’ incorporation decisions.

– Liz Dunshee