Reporting & ESG
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UK government’s proposals to tackle ‘Hobbit-length’ annual reports will benefit investors, say IROs
Annual report preparers rejoice: the UK government wants to save you time and money by ditching ‘Hobbit-length’ documents in favour of shorter, digital-first disclosures.
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Executive pay metrics in S&P 500 shift away from broad ESG criteria
Non-financial metrics now account for around 25 percent of short-term incentive pay at a typical Russell 3000 company, with financial measures making up the remaining 75 percent, according to new research. A report titled What Companies Reward: The Changing Mix of Metrics in Executive Incentive Pay, written by The Conference Board alongside ESGAUGE, FW Cook and Ropes & Gray, also found that in the S&P 500, the split is closer to 70 percent financial and 30 percent non-financial. A Harvard Law School article on the report, which examines 2023 through 2025 proxy filings, says boards are not abandoning non-financial measures…
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What investors can learn from the 2026 US proxy season
Despite a series of regulatory changes in the US at the beginning of the proxy season, the shareholder proposal process showed once again how valuable it is to investors and companies in addressing material business risks and investment opportunities In the 2026 proxy season, proposals produced more than 50 negotiated agreements and notable votes, demonstrating the value this long-standing system still holds. But federal regulators want to dismantle it. The SEC is planning to repeal, or significantly water down, Rule 14a-8, which governs shareholder proposals in corporate proxy statements. Investors and companies stand to lose, and the US economy will…
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How Prologis and The Williams Companies are turning proxy clutter into shareholder clarity
What does it take to turn a proxy statement from a regulatory requirement into a document that investors want to read? For Prologis, the answer has been to listen closely to shareholders, then use that feedback to reshape the document around the issues they care about.
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SEC steps back as proxy referee as regulator ends involvement in Rule 14a-8 no-action process
The SEC’s Division of Corporation Finance has ended its involvement in the Rule 14a-8 no-action process, announcing late last week that it will no longer respond to no-action requests of any kind, effective immediately.
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Why your company’s brand is an undervalued asset on your balance sheet
All listed companies’ communications exist under the same constraint: say enough to be understood but not so much that you over-claim. RNS rules, disclosure obligations, prospectus rules, nominated advisors (NOMADs), all of them act as guardrails against saying more than is true, which is vital.
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Governance proposals surge as SEC overhaul and anti-ESG pivot reshape 2026 proxy season, research shows
What does a surge in governance proposals mean for shareholder engagement? A sharp rise in governance-focused shareholder proposals, a big shift in the SEC’s proposal exclusion process and growing support for corporate moves out of Delaware are becoming the defining trends of the 2026 proxy season, according to Georgeson Advisory. While overall shareholder proposal activity continues to decline across Russell 3000 companies, early data suggest the season is being shaped less by the number of proposals and more by structural changes that could have long term implications for issuers, investors and corporate governance practices. According to Georgeson’s 2026 Early Proxy Season…
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Anatomy of the modern earnings call: How management behavior during Q&A is quietly moving markets
Picture a Fortune 500 CFO 45 minutes before a quarterly earnings call. The prepared remarks are tightly rehearsed. Legal has blessed every sentence. The IR team has spent four weeks stress-testing disclosures. Then Q&A begins and all that discipline evaporates. The analyst on the first question asks whether the company is seeing ‘meaningful deterioration in enterprise demand’. The CFO pauses, then answers: ‘Yes, we are seeing some deterioration in enterprise demand, particularly as customers become more cautious in this environment.’
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From AI avatars to new-style Q&A: New playbook looks at the future of the earnings call
What does the future of the earnings call look like to you? For some, it’s adding video. For some it’s adding live video. For others, it might be getting AI in on the prep side or even putting avatars of the management team to work. Click to read The future of earnings calls >> Then there are all the other elements around how you structure the earnings call, ultimately creating a new, modular approach to these essential markers in the IR calendar. It is hard to downplay how much the earnings call has evolved in recent years: from the pandemic-driven shifts online to the…
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Playbook: The future of earnings calls
The earnings call is a high-pressure, essential marker in the IR calendar. It is also an area where companies are increasingly going their own way. This might be behind the scenes in their prep and post-earnings KPIs or it might be front-and-centre with an AI avatar of management. The common denominator in the future of earnings calls is the individualism that is emerging – from regional trends down to single companies at the forefront of change. Today’s earnings calls are all about modular elements that you can pick and choose from in order to deliver an earnings call that works…
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From ESG reporting to value creation: the new IR challenge
Too many companies still treat sustainability as something to be reported, not something to be priced. The result is familiar: longer annual reports, more ESG tables, better-looking slides. Yet investors are still asking the same basic question: What does this actually mean for value? That is the real challenge for investor relations. Sustainability disclosure has improved, regulation has expanded and ESG data is now everywhere. But more information does not automatically create a better investment case. In fact, poorly structured sustainability communication can do the opposite. It can bury the real story under a pile of targets, policies and generic…
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When adjusted becomes fictional: The impact of ‘customized EBITDA’ on corporate reputation
Over the past decade, the use of adjusted EBITDA metrics has spread exponentially among listed companies and in the private equity world. What began as a tool for normalizing and comparing results by removing clearly non-recurring effects has become a tool for valuation engineering and leverage. Adjustments have moved from removing one-off expenses and distortions to anticipating future improvements and treating projections as if they were historical data, diluting economic rigor.
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Berkshire Hathaway AGM vote signals rising support for human capital proposals
Support for human capital proposals in corporate governance is rising, even when those proposals fall short. At Berkshire Hathaway, such a shareholder proposal backed by As You Sow recently won 27.7 percent support at board level.
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How are you thinking about succession planning? Research shows that CEOs aren’t getting any younger
I’m sure many of our readers are very tied up in preparing for, conducting or dealing with the endless follow-up to their earnings announcements this week – but, for those that aren’t, I can recommend some weighty academic reading.
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‘Good disclosure does not replace good strategy’: Author and IR Impact Awards judge Nana Li on navigating ESG in Asia
From investor expectations to how companies should be talking ESG, Nana Li is all about sustainability. The author recently released her book titled Navigating sustainability in Asia: A practical guide for leaders and investors and has joined the judging panel for the IR Impact Awards – Greater China. In her day job, Li is head of sustainability and stewardship for Asia Pacific at London-headquartered Impax Asset Management, where she plays a key role in engagement, strategy and policy conversations between investee companies at the $29.5 bn manager. We talk to Li – while wearing her writing hat, speaking independently from…
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2026 US Proxy Season Preview
In what promises to be a groundbreaking year, the 2026 proxy season will play out alongside an ambitious SEC regulatory agenda with a focus on supporting innovation, capital formation, market efficiency and investor protection. The SEC’s near-term priorities include establishing a regulatory framework for crypto assets, expanding investor access to private markets, easing compliance burdens, re-anchoring disclosures in materiality and reforming securities litigation to curb frivolous lawsuits. The Commission is additionally fast-tracking a rule change to allow public companies to switch from quarterly to semi-annual earnings reporting. The proxy voting landscape is also being reshaped with the goal of ‘depoliticizing’ shareholder meetings…
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‘We believe many ESG-driven decisions lack objectivity’: NLPC director Paul Chesser on why companies should shun culture-war activism
For more than two decades, the National Legal and Policy Center (NLPC) has positioned itself as a prominent conservative watchdog challenging what it sees as the growing politicization of corporate America. As director of the organization’s Corporate Integrity Project – an initiative that uses shareholder proposals and public campaigns to target corporations it believes are adopting excessively progressive policies – Paul Chesser embodies that mission.
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Why stocks fall after earnings: The hidden power of tone, language and sentiment
Every quarter, many public companies face an all too familiar – and deeply frustrating – script: strong results, solid guidance, yet the stock price declines the moment results hit and the pressure continues through the next one or two trading sessions.
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Playbook: Proxy design: Beyond compliance
This playbook explores how modern proxy statements have evolved from compliance documents into strategic shareholder communications. It offers practical guidance on clarity, visual strategy and integrated execution to help organizations strengthen engagement, build trust and elevate governance effectiveness. By elevating both clarity and design, companies signal discipline, transparency and a genuine respect for shareholder time. This approach not only strengthens understanding of governance decisions but also positions the proxy as a meaningful touchpoint that deepens trust and demonstrates communication excellence. In this playbook, written in association with The Nuvo Group, you will learn: The report includes exclusive insights and case…
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US boards answer to all shareholders, not just the loudest ones
There is a growing habit – mostly American, often loud – of treating ESG as a single cultural package: climate, DEI and whatever social flashpoint dominates the cycle. It makes for sharp copy. It is also a category error in the markets where stewardship decisions are actually made. In the UK and EU, ESG is regulated process: rules, disclosures and supervisory expectations designed to surface financially material sustainability risks. Think less ‘cause’, more ‘cash flow’. Across the UK and Europe, faith-based investing has long been expressed through formal, responsible-investment practice rather than culture-war branding. Since the 18th century, Church and…
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‘You sit down with tax collectors and prostitutes’: How Bowyer Research is reshaping proxy voting on the right
Bowyer Research first came to the attention of IR Impact – and many on the mainstream governance scene – when the firm’s ESG-skeptic voting policies were picked up by ISS. Today, those policies are available through all the major proxy voting advisory firms and Bowyer Research, which is essentially a mom-and-pop (plus kids) shop run out of Pennsylvania, advises many millions of dollars, including the $57 bn Texas Permanent School Fund. Jerry Bowyer, co-founded Bowyer Research with Susan, his wife of 31 years, , feels the right is playing catch up when it comes to equities and proxy voting –…
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Use of the word ‘diversity’ in corporate disclosures drops sharply in 2025, research shows
New disclosure data shows how quickly corporate language can shift as boards respond to legal, regulatory and investor pressure Only 36 percent of the top 100 US companies mentioned the word ‘diversity’ in human capital management disclosures – compared to 96 percent who did so in 2024 – according to a new report which demonstrates the speed of change in priorities for US firms. The 63 percentage-point decline from year to year was matched across US stock indices, with diversity references falling 60 percent among S&P 500 companies and 51 percent among the Russell 3000, according to law firm A&O…
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A material focus: BlackRock refocuses its 2026 voting stance in a tumultuous proxy landscape
BlackRock’s updates its stewardship expectations for 2026 following criticism of its decarbonization plans in New York BlackRock will renew its focus on long-term financial performance and take a more pragmatic approach to environmental policies at investee companies in 2026, according to its updated US Stewardship guidelines for 2026, as proxy advisers and companies continue to react to political pressure. The revisions arrive after the asset manager received public criticism from New York City comptroller Brad Lander, who in 2025 urged city pension boards to consider dropping BlackRock, Fidelity and PanAgora over what he described as inadequate decarbonization plans. Against that…
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Beyond the quarter: Rethinking corporate reporting in the US
Amid a growing debate over the future of quarterly reporting, experts are weighing what a slower cadence of disclosure could mean As policymakers and corporate leaders debate the future of quarterly financial reporting in the US, a significant shift looms over how public companies communicate with investors and how they are held accountable. Beginning in 1970, the US has required its public companies to report its earnings every three months. Any previous attempts to cut this back has been met with opposition from shareholders and industry groups who argue that the changes could threaten transparency and market volatility. This time…
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What makes an equity narrative compelling? An investor survey offers clear perspective
In today’s competitive capital markets, crafting a compelling equity narrative is more than a communications exercise; it is a strategic imperative. But what distinguishes the enduring from the generic? BNY’s Market Insights and Initiatives team, in partnership with S&P Global, surveyed 40 institutional investors across six continents, representing $2 trillion in equity assets under management, to answer this question.
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As Trump signs executive order targeting ISS and Glass Lewis, experts say change is already happening
‘Unbeknownst to many Americans, two foreign-owned proxy advisors, ISS and Glass Lewis, play a significant role in shaping the policies and priorities of America’s largest companies through the shareholder voting process,’ wrote US President Donald Trump on Thursday as – after weeks of rumor – he signed an executive order targeting the two firms. In it, Trump advises everyone from the SEC to the Federal Trade Commission, the Attorney General, the Secretary of Labor to put a regulatory spotlight on the big two. The rhetoric leading up to the signing was fierce: SEC chairman Paul Atkins talked about the ‘weaponization…
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Glass Lewis tightens US oversight of board powers in broader 2026 proxy rethink
Glass Lewis released its 2026 Benchmark Policy Guidelines on December 5, setting out notable changes for its policies for companies in the US, Canada, the UK and continental Europe. The updated guidelines, which apply to shareholder meetings held after 1 January 2026, indicate a shift away from rigid, uniform voting prescriptions and towards one with more customization and sees proxy advisors act more as research providers than as standard setters.
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Do ISS and Glass Lewis have too much influence? Yes, say most – but that doesn’t mean it’s not political
I’ve spent much of the past week having conversations with governance people – and one very small proxy advisory firm – about their takes on the debate raging around the influence of the big two: ISS and Glass Lewis. Recent weeks have seen talk of the ‘weaponization of shareholder proposals’; Elon Musk has famously described them as ‘corporate terrorists’; the Wall Street Journal reported that US President Donald Trump is considering an executive order to curb the power of the proxy advisors, as well as the fact that these two behemoths are facing an anti-trust investigation for their roles in…
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Tesla: How do you get support for a $1 trn pay package? Give shareholders a slice of the pie
ISS is recommending against Tesla CEO Elon Musk’s $1 tn compensation package. Glass Lewis too. CalPERS and NBIM, manager of the world’s most valuable sovereign wealth fund, have each come out publicly against. But with the Tesla AGM happening today online and at Tesla’s Gigafactory Texas, one small, family-run proxy advisory firm – whose ESG-skeptic voting guidelines are offered by ISS, and which boasted the $57 bn Texas Permanent School Fund as the first state fund to sign up – is backing Musk’s compensation. ‘We’re strongly focused on the alignment of incentives,’ says Jerry Bowyer, CEO of Bowyer Research, who…
