2026 Proxy Season Kickoff: Board Diversity Stalls and Disclosure Fades

Proxy season is starting to ramp up. More than 100 proxy statements have already been filed this week, with another ~200 expected next week. By April, filing volume typically accelerates to 300–400 per week.

I just returned from the Council of Institutional Investors (CII) Spring conference, where several sessions focused on shareholder rights, engagement, and proxy voting, including:

  • Without Shareholder Resolutions, What Happens to Shareholder Voice?
  • Does Shareholder Action Improve Returns?

These discussions reflected a broader question heading into proxy season: will shareholder proposals actually reach the ballot?

So far, that does not appear to be happening. According to ISS.: “Companies are putting more than 70% of investor proposals to a vote at annual meetings so far this year, up from 59% for the 2025 season overall.”

Only about 10% of companies have filed 2026 proxies so far, so trends could still shift. But several patterns are already emerging that we expect to continue throughout the season.

Board Diversity

We talk about this often, and we have shown this trend before, but it’s worth repeating. Board diversity peaked two years ago and has largely stalled since. Across the S&P 500, the share of diverse directors has plateaued at just under 50%, driven by a sharp shift in who companies are appointing to new board seats.

The reason is straightforward: recent board appointments have skewed heavily toward white male candidates, reversing the momentum seen earlier in the decade.

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Board Disclosures

How do we know this?  A few years ago, most companies clearly disclosed the demographic composition of their boards, typically reporting the aggregate gender and race/ethnicity breakdown.

In 2024, more than 88% of S&P 500 companies disclosed each of these in aggregate:

  • diverse composition (gender + race/ethnicity)
  • gender composition
  • racial/ethnic composition

That transparency is disappearing quickly. In 2025, disclosure fell to 48% of companies and so far in 2026 just 41% of filers.

Notably, this is now lower than the share of companies in 2024 that disclosed the race and ethnicity of each individual director (52.6%).

In many cases, we are back to where we were when we started the business—reconstructing board demographics through primary research and validating how directors self-identify.

That work is manageable for the S&P 500, but becomes extremely difficult in smaller companies, where directors may not even have public profiles.

Board Policies

The same pattern is showing up in board recruitment policies.

In 2024, 48% of S&P 500 companies included language indicating they actively prioritized diversity when recruiting new directors—for example, stating that they seek to include women or people of color in candidate pools.

That language is quickly disappearing.

  • 2024: 48%
  • 2025: 24.8%
  • 2026 (so far): 12.4%

Our classification is intentionally stricter than most. For example, Goldman Sachs was sued over the wording of its policy, which referenced demographics when evaluating board candidates. The company ultimately agreed to revise the language.


The Board’s Governance Committee shall be responsible for identifying and recommending to the Board qualified candidates for Board membership, based primarily on the following criteria: Diversity of viewpoints, background, work and other experiences (including military service), and other demographics, such as race, gender identity, ethnicity, sexual orientation, culture and nationality;

Here is their updated policy:


The Board’s Governance Committee shall be responsible for identifying and recommending to the Board qualified candidates for Board membership, based primarily on the following criteria: Judgment, character, expertise, skills and knowledge useful to the oversight of the Company’s business; Diversity of viewpoints, backgrounds, work and other experiences (including military service); Business or other relevant experience; and The extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of the Company.

We track these trends—along with dozens of other quantitative and qualitative governance signals—to help our clients quickly identify what has actually changed  during proxy season and support informed voting decisions.

Next week we will publish a real-time proxy season scorecard, highlighting disclosure trends, governance policy changes, and board composition signals.

If you’d like to explore the data or see how the platform works, feel free to reach out.


What we’re reading:

  • AI Needs Management Consultants After All Artificial intelligence initially threatened to replace consultants. Now, it is giving them a boost—at least for a little while. AI’s biggest competitors are leaning on the McKinseys of the world to solve a problem for them: Businesses aren’t using AI to the fullest extent. Yet, getting AI deeper into business operations is where the big money is. OpenAI and Anthropic have been striking deals with consultants to help promote the use of their technology. (Wall Street Journal)
  • Why corporate culture matters for gender equity – and returns While progress on gender diversity in corporate leadership is currently reversing and many pledges are unravelling, our analysis identifies ongoing correlations between indicators of culture and financial performance (Impax Asset Management)
  • Accenture’s CEO says using AI is now required for promotion: It’s ‘how we do work’ If you work at Accenture and want to get a promotion, you’d better be using AI. Julie Sweet, the CEO of Accenture, says artificial intelligence is embedded in how performance is evaluated at the consulting giant. “Today, AI at Accenture is how we do work,” Sweet said on the “Rapid Response” podcast on Tuesday. “So if you want to get promoted, you’ve got to do the things that we do in order to operate at Accenture.” (Accenture)
  • Shareholders Surprised By Company Engagement Post-SEC FlightShareholders entered the year expecting the cold shoulder from companies after the SEC’s retreat from proposal oversight, but have been pleasantly surprised by higher than expected engagement from corporations looking to avoid lawsuits and reputational damage. (Bloomberg Law)
  • The Laid-off Scientists and Lawyers Training AI to Steal Their Careers There are no objective tests for whether financial analysis or advertising copy is “good.” Undeterred, AI companies set out to make such tests, collectively paying billions of dollars to professionals of all types to write exacting and comprehensive criteria for a job well done. (Intelligencer)
  • AI Isn’t Lightening Workloads. It’s Making Them More Intense. One of the great hopes for artificial intelligence—at least, among workers—is that it will ease workloads, freeing people up for more high-level, creative pursuits. So far, the opposite is happening, new data show. (Wall Street Journal)
  • Sort your people out — before you spend big on AI AI rollout is the focus for most leaders at the moment — but it may not be the right priority, according to Victoria Ferrier, an experienced chief people officer and strategy specialist. “It’s a good starting point, but your human infrastructure is as important as your tech and AI and systems infrastructure,” she told me. (Financial Times)

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