2025 Shareholder Activism Trends and What to Expect in 2026

From an activism perspective, 2025 was a record-breaking year, with more campaigns waged than ever across an increasingly diverse spectrum of public companies.

While many themes continued from years prior, various regulatory and structural changes have shifted the landscape for companies and shareholders alike. Shareholder activism has become a feature of the public markets that almost all issuers have to deal with at some point, regardless of their size, reputation, maturity or corporate governance structure.

In 2025, dissidents targeted boards and executives in elevated numbers: activist hedge funds and other investors using activist tactics waged a record number of activism campaigns.

• Board and Executive Refreshment. Activists continued to seek and secure board seats at a high rate, the vast majority through settlement agreements, including in the U.S., where over 90% of board seats designated by activists were pursuant to a negotiated arrangement, reflecting a continuing trend following the adoption of the universal proxy rules in 2023. A significant number of these settlements led to swift CEO resignations, regardless of whether the CEO had been specifically targeted by the activist. In 2025, 32 CEOs resigned within one year of an activist campaign, which is the highest number on record and a 60% increase from the previous four-year average.[1]
• M&A. Global campaign activity generally surged in the second half of the year and 61% of activist campaigns in Q4 2025 had an emphasis on M&A, which is the highest portion in five years.[2] Given the robust M&A market that closed 2025 and widespread calls for companies to streamline corporate structures, we believe activists will continue pressuring companies with M&A-focused demands in 2026.[3]
• “Vote No” Campaigns. During 2025, there was also a notable increase in “withhold” or “vote no” campaigns relative to prior years. While this type of campaign often is not as an impactful as a full-scale proxy contest, it is an inexpensive and disruptive way for activist investors and disgruntled shareholders to exert pressure on boards, sending a strong message that they are dissatisfied with the status quo. In 2025, several such campaigns led to board and/or executive level changes as well as pushes for M&A.
• Investor Day Campaigns. 2025 also saw a number of investor day-focused activist campaigns, where the activist sought to influence a company’s direction by leveraging the attention and company platform of an investor day event. Increasingly, activists have also asked for various forms of contractually mandated board access arrangements.

The results from the high profile contested elections in 2025 marked an increased divergence between proxy advisor recommendations and institutional shareholder support. In 2025, leading proxy advisors generally increased their support for dissident nominees in contested elections. Such support did not, however, necessarily translate to success at the ballot box. Activists suffered losses and split votes in many of the highest profile proxy fights of the year due to the failure to secure the support of key institutional shareholders. In that respect, 2026 may prove to be a pivotal year for companies seeking to build credibility and strengthen long-term relationships with institutional shareholders, as investors adjust how they structure and operate their stewardship programs and proxy advisors continue to face greater scrutiny (and potentially greater regulation) with respect to their recommendations generally.[4]

In preparation for shareholder activism in 2026, boards and management teams should consider the following key takeaways from 2025:

• Prepare for more and increasingly focused campaigns, sometimes seeking incremental change. The universal proxy rules continue to favor settlements and decrease the likelihood of full victories by either side. Activists have responded to the new rules by assembling higher quality slates and targeting fewer but often obviously vulnerable directors (in terms of age and tenure). The leading activist hedge funds are also showing an increased appetite and patience for multi-year campaigns to accomplish their goals. Issuers can stay ahead of activist demands by continually assessing director profiles and potential vulnerabilities, refreshing their boards and maintaining a strong pipeline of potential director candidates, while enhancing director biographies and proxy disclosures to show that the board possesses the skills and qualifications necessary to oversee execution of the company’s strategic priorities.
• Proxy advisors are under unprecedented pressure and their support does not predetermine meeting outcomes—revisit your approach with institutional shareholders. The most effective activism defense starts long before there is an activist shareholder knocking on the door. Companies can repel activist shareholders—even when they get the support of proxy advisors—by earning the support of significant institutional shareholders through regular engagement with their stewardship teams and responsiveness to their concerns. In 2026, proxy advisors could face increased SEC scrutiny following the Executive Orders from the current administration, which could potentially lessen their impact. Meanwhile, major institutional investors are increasingly splitting their stewardship teams to separate the functions and priorities of index funds and actively managed funds, allowing for more specialized and potentially divergent approaches to corporate governance. Many institutional investors have also taken a more passive approach to shareholder engagement given recent 13D guidance from the SEC.[5] In light of these trends, companies should reassess and refresh their shareholder engagement programs to maintain an active dialogue with their institutional shareholders, while reflecting their voting guidelines and concerns.
• Regularly reexamine your business portfolio and capital allocation. Resurgent M&A activity coupled with increased scrutiny of complex corporate structures will likely lead to greater risk for multi-dimensional businesses. Continuous review of a company’s portfolio and capital allocation policies, coupled with proactive communication plans, will help to maintain positive relationships with shareholders and can avoid surprise attacks by activists.
• Refresh Communication Strategies. Issuers suffering from poor performance often benefit from communicating to shareholders the reasons for the strategic decisions made to date, and how such decisions will be accretive to the company’s long-term value. In addition to consulting counsel, companies may want to engage communications advisors to help tell their story. Consistency, clarity and brevity should characterize all corporate communications, and getting an early start can help avoiding sounding defensive.
• Be Prepared for Off-Cycle Activism. Campaigns by top-tier activist investors are no longer confined to the annual meeting cycle. In fact, large activist hedge funds increasingly attack issuers long before nomination windows open. Therefore, we encourage and work with boards to always “think like an activist” and proactively identify potential strategic, governance or personnel issues that an activist may seize upon in the “off-season.” Conducting activism vulnerability assessments and refreshing activism preparedness plans on an annual basis has become necessary and essential.

[1] Barclays Shareholder Advisory Group, “2025 Review of Shareholder Activism” (January 9, 2026), available here.

[2] Id.

[3] For additional information on M&A trends for 2026, see our M&A article elsewhere in this memorandum.

[4] For additional information, see our shareholder engagement article elsewhere in this memorandum.

[5] SEC Staff Guidance, “Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting” (last updated July 11, 2025), available here. For additional information, see our February alert memo available here.