2026 Proxy Season: 50 Anti-ESG Proposals (Avg. 1.7% Support, Median 1.07%); 80 Pro-ESG Proposals (Avg. 13.3%); None Passed — SEC Withdrew Rule 14a-8 Guidance

Mayer Brown's analysis of the 2026 proxy season (as of May 31, 2026) provides the most detailed quantified picture of shareholder ESG voting patterns available this year. 135 ESG-related proposals were voted on — approximately 35% of all shareholder proposals. Anti-ESG proposals: approximately 50, with average support of only 1.7% and median support of 1.07% — dramatically lower than the already-low levels of prior years. Pro-ESG proposals: approximately 80, with average support of 13.3% and median support of 11.2%; the highest individual pro-ESG vote was 47% for one climate-related proposal. No ESG-related proposal — pro or anti — received a passing vote. 28 additional anti-ESG proposals were excluded through the Rule 14a-8 no-action process. The SEC Staff's November 2025 withdrawal of substantive guidance under most prongs of Rule 14a-8 created a new dynamic: without staff guidance on when proposals can be omitted, companies must make independent legal judgments about inclusion, increasing engagement between companies and proponents and increasing the volume of proposals reaching the ballot (both pro- and anti-ESG). For governance counsel: the 1.7% average support for anti-ESG proposals is the key data point for boards managing activist pressure. Institutional support for anti-ESG activism at annual meetings is near-zero; the litigation and regulatory tracks (EEOC complaints, state AG enforcement, DOL fiduciary rollbacks) are where anti-ESG pressure is actually operating. A board that adopts or retains substantive ESG programmes is acting consistently with shareholder expectations as evidenced by proxy votes.